Common use of Introductory Clause in Contracts

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).

Introductory. Each C▇▇▇▇▇▇ Holdings, Inc. ("COMPANY"), a Delaware corporation, will have, upon the filing of an amendment to its Fourth Amended and Restated Certificate of Incorporation (the "CHARTER AMENDMENT"), an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the stockholders listed First Closing Date hereinafter defined, and 150,000,000 shares, $0.01 par value, of Common Stock ("COMMON STOCK"), of which 18,141,306 shares will be outstanding as of the First Closing Date hereinafter defined (excluding any shares of Common Stock that may be issued upon exercise of options after the date of this Agreement). The Company proposes to issue and sell 6,250,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 937,500 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 312,500 of the Shares to be purchased by the Underwriters (the "RESERVED SHARES") shall be reserved for sale by the Underwriters to certain eligible employees and independent loan review specialists of the Company (the "INVITEES"), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. ---------- (1) Plus an option to acquire up to 937,500 additional shares to cover overallotments Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”"PRICING AGREEMENT"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and Pricing Agreement may take the Optional Securities are herein collectively called the “Offered Securities.” As part form of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion an exchange of the offering any standard form of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and written telecommunication between the Company and Misysthe Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each The Company is offering (the "Offering") for sale its newly issued units (the "Units"). It is acknowledged that ▇▇▇ may, in its sole discretion, regardless of any priorities or preferences, accept or reject subscriptions in whole or in part in the Offering and terminate the Offering at any time. Once made, subscriptions are irrevocable provided that a subscriber may revoke his subscription within 10 business days prior to the applicable Closing (defined below), whichever comes first, by the subscriber delivering written notice to ▇▇▇. The term "Initial Offering Period" is the period commencing on the date of acceptance of the stockholders listed registration statement by the Securities and Exchange Commission and ending on Schedule A hereto _________________________, 2009 (unless extended by ▇▇▇ upon amendment of the Registration Statement (defined below)) or such earlier date as ▇▇▇ has accepted subscriptions for at least $500,000 in the Offering. During the Initial Offering Period, Agent will offer Units for sale at an "Initial Closing" at a price equal to $1,000 per Unit, which Initial Closing will not take place unless ▇▇▇ has accepted subscriptions for at least 500 Units. If the minimum number of Units is not sold during the Initial Offering Period, the Offering will terminate and all subscription amounts (together with any interest earned thereon) will be refunded to subscribers, as described in the Prospectus and hereinafter. Units which remain unsold following the Initial Closing will be offered for sale in a continuing offering (the “Selling Stockholders”)"Continuing Offering") at monthly closings ("Monthly Closings;" the Initial Closing or any Monthly Closing, each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”"Closing") to sell be held on the last day of each month at a price per Unit equal to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) 100% of the common stockNet Asset Value, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” defined in the Company’s preliminary 's subscription agreement and prospectus supplementand disclosure document (the "Subscription Agreement"), dated August 16, 2010, following completion as of the offering close of business on the date of such Monthly Closing. The minimum initial subscription for an investor is $5,000. Once an investor has been admitted to the Company, there is no minimum for additional subscriptions, except that they must be in multiples of $1,000. The Company has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement on Form S-1 containing a prospectus relating to the Offering for the registration of the Offered Units under the Securities andAct of 1933, subject as amended (the "1933 Act"). The Registration Statement, as amended and as declared effective by the Commission, is hereinafter referred to as the "Registration Statement." The prospectus on file with the Commission at the time the Registration Statement initially becomes effective is hereinafter called the "Prospectus," except that if the Company files a Prospectus pursuant to Rule 424 of the rules and regulations of the Commission under the 1933 Act (the "1933 Act Regulations") which differs from the Prospectus on file at the time the Registration Statement initially becomes effective, or if the Company files an amendment to the satisfaction Registration Statement subsequent to the time it initially becomes effective and such amendment contains a Prospectus which differs from the Prospectus on file at the time the Registration Statement initially becomes effective, the term "Prospectus" refers to the Prospectus filed pursuant to Rule 424 or waiver of certain conditions contained in such amendment to the Registration Statement from and after the time said Prospectus is filed with or transmitted to the Commission for filing. Any terms not expressly defined herein have the same definition and meaning as is set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)Prospectus.

Introductory. Each Colombier Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), proposes to sell, pursuant to the terms of this Underwriting Agreement (the stockholders listed on “Agreement”), to the several underwriters named in Schedule A hereto (the “Selling StockholdersUnderwriters,” and each an “Underwriter”), each an aggregate of 26,000,000 units of the Company (the “Firm Units”) at a direct or indirect wholly-owned subsidiary purchase price (excluding the Deferred Underwriting Commission described in Section 3 hereof) of Misys plc$10.00 per Firm Unit. The Firm Units are to be offered initially to the public at the offering price of $10.00 per Firm Unit. Each Firm Unit consists of one Class A ordinary share, a public limited company formed under the laws of England and Wales par value $0.0001 per share (“MisysClass A Ordinary Shares” and the Class A ordinary shares included in the Firm Units, the “Firm Shares”) of the Company and one-eighth of one warrant (collectively, the “Firm Warrants”), agrees severally with of which each whole Firm Warrant entitles the several Underwriters named in Schedule B hereto (holder thereof to purchase one Class A Ordinary Share under the “Underwriters”) terms further described below. The Company also proposes to sell to the several Underwriters Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an aggregate of 27,000,000 outstanding shares additional 3,900,000 units (the “Firm Securities”) of the common stock, par value $0.01 per share (“SecuritiesOptional Units”), each unit consisting of Allscripts-Misys Healthcare Solutionsone Class A Ordinary Share (collectively, Inc., a Delaware corporation (the “CompanyOptional Shares”) and each one-eighth of one warrant as described above (collectively, the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional SecuritiesWarrants”) of Securities as set forth below). The Firm Securities Units and the Optional Securities Units are herein hereinafter sometimes collectively called referred to as the “Offered SecuritiesPublic Units”; the Firm Shares and the Optional Shares as the “Public Shares”; and the Firm Warrants and the Optional Warrants as the “Public Warrants.” As part ▇▇▇▇ Capital Partners, LLC (“▇▇▇▇”) is acting as representative of the transactions described under several Underwriters and in such capacity is hereinafter referred to as the heading “Representative.” The Eclipsys Merger” several Underwriters propose initially to offer the Public Units for sale upon the terms set forth in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion Prospectus (as defined below). The Public Shares and the Public Warrants included in the Firm Units and any Optional Units will not be separately tradable until the 52nd day after the date hereof unless the Representative informs the Company of the offering of the Offered Securities andits decision to allow earlier separate trading, subject to the satisfaction or waiver Company filing a Current Report on Form 8-K with the U.S. Securities and Exchange Commission (the “Commission”) containing an audited balance sheet reflecting the Company’s receipt of certain conditions set forth in gross proceeds from the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 initial public offering contemplated by this Agreement (as in existence the “Offering”) and issuing a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder to purchase one Class A Ordinary Share for $11.50 per share during the period commencing on the date hereof, the “Framework Agreement”), by and between on which the Company and Misyscompletes an initial Business Combination, and in the Agreement and Plan of Mergerexpiring at 5:00 P.M., dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company willNew York City time, on the First Closing Date fifth anniversary of the completion of an initial Business Combination or earlier upon redemption; provided that no fractional Class A Ordinary Shares shall be issued in respect of the Public Warrants. As used herein, the term “Business Combination,” as described more fully in the Registration Statement (as defined below), repurchase 24,442,083 shares shall mean an amalgamation, merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities and involving the Company. In September 2025, the Company issued an aggregate of 9,583,334 Class B Ordinary Shares, par value $0.0001 per share (“Class B Ordinary Shares”), to Colombier Sponsor III LLC, a Delaware limited liability company (the “Sponsor”), for an aggregate purchase price of $25,000. In October 2025, the Company capitalized $38.33 standing to the credit of the Company’s common stock to be received by the Selling Stockholders share premium account and Misys Patriot Limitedissued an additional 383,333 Class B Ordinary Shares, a limited company formed under the Laws of England and Wales, resulting in the Arsenal Exchange for Sponsor holding an aggregate consideration of $577.4 million 9,966,667 Class B Ordinary Shares (the “Share RepurchaseInsider Shares”). The Insider Shares include an aggregate of up to 1,300,000 Class B Ordinary Shares subject to forfeiture to the extent the Over-Allotment Option (as defined below) is not exercised in full, so that the Sponsor will collectively own 25.0% of the Company’s issued and outstanding Ordinary Shares after the Offering (excluding the sale of Private Units (as defined below) and assuming that the Sponsor does not purchase Public Units in the Offering).

Introductory. Each CDW Computer Centers, Inc., an Illinois corporation (the "Company"), has an authorized capital stock consisting of 5,000,000 shares of Preferred Stock, $1.00 par value, of which as of the closing of the offering of shares contemplated by this Agreement no shares will have been issued, and 75,000,000 shares of Common Stock, $.01 par value (the "Common Stock"), of which immediately prior to the closing of the offering of shares contemplated by this Agreement 21,524,984 shares will be outstanding. Certain stockholders listed of the Company propose to sell 632,064 shares of the Company's issued and outstanding Common Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (the "Underwriters"), who are acting severally and not jointly. Of the 632,064 shares of Common Stock, certain officers of the Company (the "Management Selling Stockholders" named in Schedule B) propose to sell 500,000 shares, and certain employees of the Company (the "MPK Plan Selling Stockholders" named in Schedule B) propose to sell 132,064 shares. The Management Selling Stockholders and the MPK Plan Selling Stockholders are collectively referred to herein as the "Selling Stockholders." Collectively, such total of 632,064 shares of Common Stock proposed to be sold by the Selling Stockholders are hereinafter referred to as the "Firm Shares." In addition, the Management Selling Stockholders propose to grant to the Underwriters an option to purchase up to 50,000 additional __________________ * Plus an option to acquire up to 50,000 additional shares from the Management Selling Stockholders to cover overallotments. shares of Common Stock (the "Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “"Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under Stockholders and the laws of England Representatives and Wales (“Misys”), agrees severally with the several Underwriters named shall specify such applicable information as is indicated in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) Exhibit A hereto. The offering of the common stockShares will be governed by this Agreement, par value $0.01 per share (“Securities”)as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (this Agreement shall be deemed to incorporate the “Company”) Pricing Agreement. The Company and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together hereby confirm their agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”)Heritage-Crystal Clean, each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation Inc. (the “Company”) and each ), a Delaware corporation, has an authorized capital stock consisting of 500,000 shares, $0.01 par value, of preferred stock (“Preferred Stock”), of which no shares will be outstanding as of the Selling Stockholders also agrees First Closing Date hereinafter defined, and 15,000,000 shares, $0.01 par value, of common stock (“Common Stock”), of which 10,269,290 shares will be outstanding as of the First Closing Date hereinafter defined. The Company proposes to issue and sell 1,740,000 shares of its authorized but unissued Common Stock (“Firm Shares”) to the Underwriters, at several underwriters named in Schedule A as it may be amended by the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares Pricing Agreement hereinafter defined (“Optional SecuritiesUnderwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 261,000 additional shares of Common Stock (“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Public Offering Shares.” You have advised the Company that the Underwriters propose to make a public offering (the “Public Offering”) of Securities their respective portions of the Public Offering Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Concurrently with the Public Offering hereinafter defined, the Company proposes to issue and sell to certain of its existing stockholders and related persons (the “Direct Placement Purchasers”) 1,200,000 shares of its authorized but unissued Common Stock (the “Direct Placement Shares” and, together with the Public Offering Shares, the “Shares”) at the initial public offering price set forth belowin the Pricing Agreement hereinafter defined (the “Direct Placement” and, together with the Public Offering, the “Offerings”), the closing of which will occur simultaneously with the completion of the Public Offering. The Firm Securities Except for the filing of the Certificate of Merger with respect to the merger of BRS-HCC Investment Co., Inc. with and into the Company with the Secretary of State of the State of Delaware (an 1 Plus an option to acquire up to 261,000 additional shares to cover overallotments. executed copy of which is currently being held in escrow by the Company and has been pre-cleared by the Secretary of State of the State of Delaware), the release of loan documents required under Section 4.02 of the Company’s Credit Facility with its lender that have been delivered to the lender to be held in escrow and the Optional Securities are herein collectively called funding of available amounts thereunder to pay a portion of the proceeds to the holders of preferred units of Heritage-Crystal Clean LLC as described in the Prospectuses, the Company has obtained all consents, approvals and documentation required from third parties required to validly exchange the outstanding membership interests of Heritage-Crystal Clean, LLC, a Delaware limited liability company (“HCC LLC”), for cash and shares of Common Stock, including the financing required therefor, in a reorganization (the “Offered Securities.” As part of the transactions Reorganization”) described under the heading “The Eclipsys MergerReorganization” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date Statutory Prospectus (as defined below), repurchase 24,442,083 shares of and the Company’s common stock ability to consummate the Reorganization and such financing is subject only to the execution of this Agreement. The Company and the Underwriters agree that up to 87,000 of the Shares to be received purchased by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million Underwriters (the “Share RepurchaseReserved Shares”) shall be reserved for sale by the Underwriters to certain eligible employees of the Company (the “Invitees”)., as part of the distribution of the Public Offering Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulation Authority (“FINRA”) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the Public Offering contemplated hereby. Prior to the purchase and Public Offering of the Public Offering Shares by the several Underwriters, the Company and W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”), acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The Public Offering will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and HCC LLC hereby confirm their agreement with the Underwriters as follows:

Introductory. Each Zengine, Inc. ("COMPANY"), a Delaware corporation, has an authorized capital stock consisting of 20,000,000 shares of Preferred Stock, no par value, of which no shares were outstanding as of ____________, 2000 and 100,000,000 shares, no par value, of Common Stock ("COMMON STOCK"), of which [1,800,000 PRE-SPLIT] shares were outstanding as of such date. The Company proposes to issue and sell _______ shares of its authorized but unissued Common Stock to the stockholders listed on several underwriters named in Schedule A hereto as it may be amended by the Pricing Agreement hereinafter defined (the “Selling Stockholders”"UNDERWRITERS"), each a direct or indirect wholly-owned subsidiary who are acting severally and not jointly. Such total of Misys plc___________ shares of Common Stock proposed to be sold by the Company is hereinafter referred to as the "FIRM SHARES." In addition, a public limited company formed under the laws Company proposes to grant to the Underwriters an option to purchase up to ________ additional shares of England Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Wales Company, L.L.C. (“Misys”)"▇▇▇▇▇") has the authority, agrees severally with subject to the terms and conditions contained herein, to act on behalf of the several Underwriters named in Schedule B hereto (and the “Underwriters”) Representatives hereunder. The Company also proposes to issue and sell to the several Underwriters an aggregate of 27,000,000 outstanding ___________ shares (“Firm Securities”"MCSI SHARES") of the common stock, par value $0.01 per share (“Securities”), Common Stock directly to certain stockholders of Allscripts-Misys Healthcare SolutionsMCSi, Inc., a Delaware Maryland corporation and parent of the Company ("MCSI"), or, if all such MCSi Shares are not a so purchased by MCSi stockholders, then the Company shall issue and sell such unpurchased MCSi Shares to MCSi ("MCSi SUBSCRIPTION PROGRAM"). You have advised the Company that the Underwriters propose to make a public offering (the “Company”"Offering") and each of their respective portions of the Selling Stockholders also agrees Shares as soon as you deem advisable after the ------------------------ (1) Plus an option to sell acquire up to ____ additional shares to cover overallotments. registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities purchase and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the public offering of the Offered Securities andShares by the several Underwriters, subject to the satisfaction or waiver Company and the Representatives, acting on behalf of certain conditions set forth the several Underwriters, shall enter into an agreement substantially in the Framework Agreement, dated as form of June 9, 2010, as amended on July 26, 2010 Exhibit A hereto (as in existence on "PRICING AGREEMENT"). The Pricing Agreement may take the date hereof, the “Framework Agreement”), by and form of an exchange of any standard form of written telecommunication between the Company and Misysthe Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare SolutionsCOMSYS IT Partners, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees ), proposes to sell 3,000,000 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), to the several underwriters identified in Schedule I annexed hereto (the “Underwriters”), at who are acting severally and not jointly, and for whom you are acting as representative (the option “Representative”). To the extent that there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriters shall mean either the singular or the plural as the context requires. As Representative of the Underwriters, an aggregate you have advised the Company that the Underwriters propose to make a public offering of not more than 4,050,000 additional outstanding shares (“Optional Securities”) their respective portions of Securities as the Shares on the terms set forth belowherein and that the public offering price of the Shares initially will be $11.00 per share. The Firm Any reference herein to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Securities Exchange Act of 1934, and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 rules and regulations thereunder (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued sharescollectively, the “Exchange SharesAct”), and on or before the transfer Effective Date of the Newco Shares Registration Statement or the issue date of the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, as the case may be; and any reference herein to the Company in exchange for terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Shares, Act after the “Arsenal Exchange”). Upon the terms and subject to the conditions Effective Date of the Framework Agreement, Registration Statement or the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares issue date of the Company’s common stock to be received by Basic Prospectus, any Preliminary Final Prospectus or the Selling Stockholders and Misys Patriot LimitedFinal Prospectus, a limited company formed under as the Laws of England and Wales, case may be. Certain terms used herein are defined in Section 19 hereof. The Company hereby confirms its agreements with the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).Underwriters as follows:

Introductory. Each of the stockholders listed on Schedule A hereto Crescent Energy OpCo LLC, a Delaware limited liability company (the “Selling StockholdersCompany”), each a direct or indirect wholly-owned subsidiary of Misys plcproposes to repurchase (the “Repurchase”) from Independence Energy Aggregator L.P., a public Delaware limited company formed under partnership (the laws of England and Wales (“MisysHolder”), agrees severally units representing membership interests in the Company (“Units”), on the terms and subject to the conditions set forth herein. The Company and the Holder agree that the Repurchase contemplated hereby is being effected in lieu of the exercise by the Holder of its redemption right described in Section 3.6(a)(i) of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 7, 2021 (the “LLC Agreement”), and the exercise by the Company of its cash election right described in Section 3.6(a)(iii) of the LLC Agreement in connection with the offering contemplated by the Underwriting Agreement (as defined below). The parties hereto (including Crescent (as defined below)) further approve and consent to the transactions contemplated hereby. Concurrently with this Repurchase Agreement (this “Agreement”), Crescent Energy Company, a Delaware corporation and the managing member of the Company (“Crescent”), is entering into an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), with the Holder and ▇▇▇▇▇ Fargo Securities, LLC and Evercore Group L.L.C., as representatives of the several Underwriters named in Schedule B hereto underwriters listed therein (the “Underwriters”) ), pursuant to which the Holder has agreed to sell to the several Underwriters an aggregate of 27,000,000 outstanding 12,000,000 shares (the “Firm SecuritiesShares”) of the Crescent’s Class A common stock, par value $0.01 0.0001 per share (the “SecuritiesClass A Common Stock”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders . The Holder has also agrees agreed to sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 1,800,000 additional outstanding shares (the “Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.Shares” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Firm Shares, the “Arsenal ExchangeOffered Shares”)) of Class A Common Stock. Upon The Company hereby confirms its agreements with the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (Holder as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each Portfolio Recovery Associates, Inc. (the “Company”), a Delaware corporation, has an authorized capital stock consisting of 2,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the stockholders listed First Closing Date hereinafter defined, and 30,000,000 shares, $0.01 par value, of Common Stock (“Common Stock”), of which 15,520,235 shares were outstanding as of the date hereof, and no other shares of Common Stock will have been issued as of the First Closing Date hereinafter defined, except for shares of Common Stock issued upon the exercise of stock options outstanding as of the date hereof or shares of Common Stock issued pursuant to this Agreement. The Company proposes to issue and sell 1,250,000 shares of its authorized but unissued Common Stock (the “Firm Shares”) to the several underwriters named in Schedule A (“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters options to purchase up to an aggregate of 187,500 additional shares of Common Stock (“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such options are exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Pricing Agreement”), by and . The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and Misysthe Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. 1 Plus an option to acquire up to 187,500 additional shares to cover overallotments. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc.LKQ Corporation, a Delaware corporation (the “"Company”) "), and each the several shareholders of the Company identified in Schedule I annexed hereto (the "Selling Stockholders also agrees Shareholders") propose to sell 2,850,000 shares (the "Firm Shares") of common stock, $.01 par value per share (the "Common Stock"), to the several underwriters identified in Schedule II annexed hereto (the "Underwriters"), at who are acting severally and not jointly, of which 2,000,000 shares are to be issued and sold by the Company and 850,000 shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount opposite such Selling Shareholder's name in Schedule I annexed hereto. In addition, the Company has agreed to grant to the Underwriters an option to purchase up to 427,500 additional shares of Common Stock (the "Optional Shares"), if and to the extent that you, as Underwriters of the Underwritersoffering, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities shall have determined to exercise such option, as set forth belowprovided in section 6 hereof. The Firm Shares and, to the extent such option is exercised, the Optional Shares are hereinafter collectively referred to as the "Shares." You, as representatives of the Underwriters (the "Representatives"), have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon hereafter as in your judgment is advisable and that the public offering price of the Shares initially will be $ per share. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "Act"), with the Securities and Exchange Commission (the Optional Securities are "Commission") a registration statement on Form S-1 (File No. 333-128152), including a prospectus relating to the Shares. The Company has furnished to you, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses (each thereof being herein collectively called a "Preliminary Prospectus") relating to the “Offered Securities.” As Shares. Except where the context otherwise requires, the aforesaid registration statement, as amended when it became or becomes effective, including all documents filed as a part thereof, and including any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 424(b) under the Act and deemed to be part of the transactions described registration statement at the time of effectiveness pursuant to Rule 430(A) under the heading “The Eclipsys Merger” Act, and also including any registration statement filed pursuant to Rule 462(b) under the Act in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of connection with the offering of the Offered Securities andShares (a "462(b) Registration Statement"), subject is herein called the "Registration Statement." If it is contemplated, at the time this Agreement is executed and delivered, that a post-effective amendment to the satisfaction or waiver aforesaid registration statement will be filed and must be declared effective before the offering of certain conditions set forth in the Framework AgreementShares may commence, dated as of June 9, 2010, the term "Registration Statement" shall include the aforesaid registration statement as amended on July 26, 2010 (as in existence on by said post-effective amendment. Except where the date hereofcontext otherwise requires, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Walesprospectus, in the Arsenal Exchange for an aggregate consideration form filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act) or, if no such filing is required, the form of $577.4 million (final prospectus included in the “Share Repurchase”)Registration Statement, is herein called the "Prospectus." Any reference herein to the Registration Statement, any 462(b) Registration Statement, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the copy of the Registration Statement, any such 462(b) Registration Statement, such Preliminary Prospectus or the Prospectus filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system. The Company and the Selling Shareholders hereby confirm their respective agreements with the Underwriters and each other as follows:

Introductory. Each ▇▇▇▇▇▇▇ River Associates Incorporated (the "COMPANY"), a Massachusetts corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, without par value, of which no shares are outstanding and 25,000,000 shares of Common Stock, without par value ("COMMON STOCK"), of which 9,032,082 shares were outstanding as of May 16, 2003. The Company proposes to issue and sell 400,000 shares of its authorized but unissued Common Stock, and certain stockholders and optionholders of the stockholders listed Company (collectively referred to as the "SELLING STOCKHOLDERS" and named in Schedule B) propose to sell 1,661,000 shares of the Company's issued and outstanding Common Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. Collectively, such total of 2,061,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "FIRM SHARES." In addition, the Company and the Selling Stockholders propose to grant to the Underwriters an option to purchase up to 309,150 additional shares of Common Stock ("OPTION SHARES") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." ---------- (1) Plus an option to acquire up to 309,150 additional shares to cover overallotments. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the Registration Statement becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “"PRICING AGREEMENT"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under Stockholders and the laws of England Representatives and Wales (“Misys”), agrees severally with the several Underwriters named shall specify such applicable information as is indicated in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) Exhibit A hereto. The offering of the common stockShares will be governed by this Agreement, par value $0.01 per share (“Securities”)as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (this Agreement shall be deemed to incorporate the “Company”) Pricing Agreement. The Company and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together hereby confirm their respective agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Micrus Corporation, a Delaware corporation (“Target”"Company"), Merger Sub will merge with and into Targethas authorized capital stock consisting of ____________ shares, with Target surviving as a wholly owned subsidiary $0.01 par value per share, of the Company. After completion of the US Reorganization Common Stock (as defined in the Framework Agreement"Common Stock"), of which ________ shares were outstanding as of _________, 2005, and ________ shares of Preferred Stock, $0.01 par value per share, which shares are designated in several series as set forth in Schedule B and of which the Selling Stockholders desire number of shares in each series set forth in Schedule B were outstanding as of __________, 2005. The Company proposes to transfer the Newco Shares issue and sell ________ shares of its authorized but unissued Common Stock (as defined in the Framework Agreement"Firm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. In addition, the Company in exchange for 61,308,295 newly issued proposes to grant to the Underwriters an option to purchase up to __________ additional shares of Common Stock ("Option Shares") as provided in Section 4 hereof. The Firm Shares and, to the Company’s common stock (extent such newly issued sharesoption is exercised, the “Exchange Option Shares”, are hereinafter collectively referred to as the "Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the transfer Pricing Agreement hereinafter defined has been executed and delivered. (1) Plus an option to acquire up to _____ additional Shares to cover overallotments. Prior to the purchase and public offering of the Newco Shares to by the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreementseveral Underwriters, the Company willand the Representatives, acting on the First Closing Date (as defined below), repurchase 24,442,083 shares behalf of the Company’s common stock to several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the "Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication (including via electronic means) between the Company and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be received governed by this Agreement, as supplemented by the Selling Stockholders Pricing Agreement. From and Misys Patriot Limitedafter the date of the execution and delivery of the Pricing Agreement, a limited company formed under this Agreement shall be deemed to incorporate the Laws of England and Wales, in Pricing Agreement. The Company hereby confirms its agreement with the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).Underwriters as follows:

Introductory. Each of the stockholders listed on Schedule A hereto Social Capital Suvretta Holdings Corp. III, a Cayman Islands exempted company (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“MisysCompany”), agrees severally with the several Underwriters underwriters named in Schedule B I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters an aggregate 22,000,000 Class A ordinary shares, par value $0.0001 per share, of 27,000,000 outstanding the Company (said shares (to be issued and sold by the Company being hereinafter called the “Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 3,300,000 additional outstanding Class A ordinary shares of the Company to cover over-allotments (the “Optional Securities”) of Securities ), if any, as set forth below. The Firm Securities and the Optional Securities are herein collectively called referred to as the “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). As part of used herein, the transactions term “Business Combination” (as described under the heading “The Eclipsys Merger” more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject . Pursuant to the satisfaction or waiver of certain conditions set forth in the Framework Agreementsecurities subscription agreement, dated as of June 9March 2, 20102021, as amended and restated on July 26May 24, 2010 2021 (as in existence on the date hereof, the “Framework Securities Subscription Agreement”), by and between the Company and MisysSCS Sponsor III LLC, and a Cayman Islands limited liability company (the “Sponsor”), the Company issued to the Sponsor an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (such shares, as well as the Class A ordinary shares issuable upon conversion thereof, where applicable, the “Founder Shares”) for an aggregate purchase price of $25,000. On June 29, 2021, the Company approved a share capitalization resulting in an aggregate of 6,325,000 Founder Shares outstanding as of the date thereof. Up to 825,000 of the Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Offered Securities except as described in the Agreement Registration Statement, the Statutory Prospectus and Plan the Prospectus. The Company has issued a non-interest bearing, unsecured amended and restated promissory note, for an aggregate amount of Merger$300,000, to the Sponsor, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”), payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a private placement shares purchase agreement, dated as of June 9, 2010 (as in existence on the date hereofhereof (the “Private Placement Shares Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 640,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share. The Private Placement Shares are substantially similar to the Offered Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into an investment management trust agreement, dated as of the date hereof (the “Merger Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Shares and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a registration rights agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Shares, the Founder Shares and underlying Class A ordinary shares, and the Class A ordinary shares (which will be substantially similar to the Private Placement Shares) that may be issued to the Sponsor or its affiliates upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation Sponsor and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares each of the Company’s common stock (such newly issued sharesofficers, directors and director nominees, in substantially the “Exchange Shares”form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an administrative services agreement, and the transfer dated as of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million date hereof (the “Share RepurchaseAdministrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare SolutionsPortfolio Recovery Associates, Inc., a Delaware corporation (the “"Company”) and each "), has an authorized capital stock consisting of 2,000,000 shares of Preferred Stock, $0.01 par value, of which no shares were outstanding as of the Selling Stockholders also agrees date hereof and 30,000,000 shares of common stock, $0.01 par value ("Common Stock"), of which ____________ shares were outstanding as of the date hereof. The Company proposes to issue and sell 3,470,000 shares of its authorized but unissued Common Stock (the "Firm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), at the option who are acting severally and not jointly. In addition, a certain stockholder of the UnderwritersCompany (as named in Schedule B, the "Selling Stockholder") proposes to grant to the Underwriters an aggregate option to purchase up to 520,500 additional shares of not more than 4,050,000 additional outstanding shares Common Stock (“Optional Securities”"Option Shares") of Securities as set forth belowprovided in Section 5 hereof. The Firm Securities and Shares and, to the Optional Securities extent such option is exercised, the Option Shares, are herein hereinafter collectively called referred to as the “Offered Securities"Shares.” As part of the transactions described under the heading “The Eclipsys Merger” in the " William Blair & Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and▇.▇.▇. ▇▇▇ ▇he authority, subject to the satisfaction or waiver terms and conditions contained herein, to act on behalf of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on several Underwriters and the date hereof, the “Framework Agreement”), by and between Representatives hereunder. You have advised the Company and Misysthe Selling Stockholder that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and in the Pricing Agreement hereinafter defined has been executed and Plan of Merger, dated as of June 9, 2010 (as in existence on delivered. Prior to the date hereof, the “Merger Agreement”), by purchase and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary public offering of the Company (“Merger Sub,” and together with Shares by the several Underwriters, the Company, the “Allscripts Parties”) Selling Stockholder and Eclipsys Corporationthe Representatives, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary acting on behalf of the Companyseveral Underwriters, shall enter into an -------- (1) Plus an option to acquire up to 520,500 additional shares to cover overallotments. After completion of the US Reorganization (as defined agreement substantially in the Framework form of Exhibit A hereto ("Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders desire to transfer Stockholder and the Newco Shares (Representatives and shall specify such applicable information as defined is indicated in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares Exhibit A hereto. The offering of the Company’s common stock (such newly issued sharesShares will be governed by this Agreement, as supplemented by the “Exchange Shares”Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the transfer of Selling Stockholder hereby confirm their agreements with the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (Underwriters as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plcNeenah Foundry Company, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware Wisconsin corporation (the “Company”) and each of the Selling Stockholders also ), hereby agrees to sell issue to the Underwritersyou, at the option time set forth in this Agreement, U.S.$75,000,000 of the UnderwritersCompany’s 121/2% Senior Subordinated Notes due 2013 (the “New Subordinated Notes”) in exchange for an equal principal amount of the Company’s outstanding 13% Senior Subordinated Notes due 2013 (the “13% Notes”) that you now own. The New Subordinated Notes will be substantially in the form attached hereto as Schedule A. Concurrently with the issuance of the New Subordinated Notes, an aggregate of not more than 4,050,000 additional outstanding shares the Company will also issue and sell to Credit Suisse Securities (USA) LLC (“Optional SecuritiesCredit Suisse”) U.S. $225,000,000 91/2% Senior Secured Notes due 2017 (the “Senior Notes”) pursuant to a Purchase Agreement (the “Senior Notes Purchase Agreement”) dated December 15, 2006, a copy of Securities which is attached hereto as set forth belowSchedule B. The payment of principal of, and interest on, the New Subordinated Notes will be guaranteed on a subordinated basis, jointly and severally (the “Guarantees”), by all of the Company’s Wholly Owned Domestic Restricted Subsidiaries as defined in the form of Indenture attached to and incorporated by reference into the New Subordinated Notes (the “Indenture”). Our Wholly Owned Domestic Restricted Subsidiaries are collectively referred to as the “Guarantors” herein. The Firm Securities New Subordinated Notes and the Optional Securities Guarantees will be unsecured. The New Subordinated Notes and the Guarantees are herein collectively called referred to as the “Offered Exchanged Securities.” As part The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” Holders (including subsequent transferees) of the transactions described under Exchanged Securities will have the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions registration rights set forth in the Framework registration rights agreement (the “Registration Rights Agreement”), to be dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the for so long as such Exchanged Securities constitute “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,Transfer Restricted Securities” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Selling Stockholders desire Company will agree to transfer file with the Newco Shares Securities and Exchange Commission (as defined the “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to other securities that are identical in the Framework Agreement) all material respects to the Company in exchange for 61,308,295 newly issued shares of Exchanged Securities and registered under the Company’s common stock Securities Act (such newly issued shares, the “Registered Exchange SharesSecurities”), and the transfer of the Newco Shares to the Company be offered in exchange for the Exchanged Securities (such offer to exchange being referred to as the “Exchange SharesOffer”) or, in certain circumstances (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Arsenal ExchangeRegistration Statements”) relating to the resale by certain holders of the Exchanged Securities, and to use its commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Exchanged Securities and the Registered Exchange Securities are referred to collectively as the “Securities.” The Company has commenced an offer to purchase (the “Tender Offer”) any and all of its existing U.S. $133,130,000 11% Senior Secured Notes due 2010 (the “2010 Notes”), together with a related solicitation of consents (the “Consent Solicitation”), as further described in the Offer to Purchase and Consent Solicitation Statement dated December 15, 2006 (the “Offer to Purchase and Consent Solicitation Statement”). Upon The Company also has negotiated an Amended and Restated Loan and Security Agreement among the terms Company, as Borrower, and subject to the conditions Bank of the Framework AgreementAmerica, N.A., as Agent, the Company will, on other parties named therein and the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million Lenders named therein (the “Share RepurchaseNew Credit Agreement”).. The closing of the Tender Offer and the Consent Solicitation is conditioned on the purchase of at least a majority of the 2010 Notes in accordance therewith and on the closing of the sale of the Senior Notes and the closing of the New Credit Agreement. The Company also plans to redeem (the “Redemption”) its 13% Notes that remain outstanding after completion of the exchange contemplated hereby in accordance with the terms of the indenture governing the 13% Notes (the “13% Notes Indenture”). The Redemption will occur as soon as practicable following the purchase of at least a majority of the 2010 Notes pursuant to the Tender Offer and the Consent Solicitation, the closing of the sale of the Senior Notes, and the closing of the New Credit Agreement. The Company and the Guarantors hereby agree with Tontine as follows:

Introductory. Each of the stockholders listed on Schedule A hereto Shamir Optical Industry Ltd., an Israeli limited liability company (the “Selling StockholdersCompany”), each a direct or indirect wholly-owned subsidiary has an authorized share capital consisting of Misys plc100,000,000 ordinary shares, a public limited company formed under the laws of England and Wales NIS 0.01 par value (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“SecuritiesCommon Shares”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional which 12,711,332 shares are outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by . The Company proposes to issue and between the Company and Misyssell 3,400,000 shares of its authorized but unissued Common Shares, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary certain shareholders of the Company (“Merger Sub,” and together with the Companyas named in Schedule B, the “Allscripts PartiesSelling Shareholders”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined propose to sell in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued aggregate 600,000 shares of the Company’s common stock issued and outstanding Common Shares to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. Collectively, such newly issued sharestotal of 4,000,000 Common Shares proposed to be sold by the Company and the Selling Shareholders is hereinafter referred to as the “Firm Shares.” In addition, the Selling Shareholders propose to grant to the Underwriters an option to purchase up to 600,000 additional Common Shares (“Exchange Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. has the authority, subject to the terms and conditions contained herein, to act on behalf of the several Underwriters and the Representatives hereunder. You have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the transfer Pricing Agreement hereinafter defined has been executed and delivered. (1) Plus an option to acquire up to 600,000 additional shares to cover overallotments. Prior to the purchase and public offering of the Newco Shares to by the Company in exchange for the Exchange Sharesseveral Underwriters, the Company, the Selling Shareholders and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (“Arsenal ExchangePricing Agreement”). Upon The Pricing Agreement may take the terms form of an exchange of any standard form of written telecommunication between the Company, the Selling Shareholders and subject to the conditions Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Framework Shares will be governed by this Agreement, as supplemented by the Company will, on Pricing Agreement. From and after the First Closing Date (as defined below), repurchase 24,442,083 shares date of the Company’s common stock execution and delivery of the Pricing Agreement, this Agreement shall be deemed to be received by incorporate the Pricing Agreement. The Company and the Selling Stockholders and Misys Patriot Limited, a limited company formed under Shareholders hereby confirm their agreements with the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).Underwriters as follows:

Introductory. Each of the stockholders listed on Schedule A hereto (a) Alcoa Inc., a Pennsylvania corporation (the “Selling StockholdersCompany”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England proposes to issue and Wales (“Misys”), agrees severally with sell to the several Underwriters underwriters named in Schedule B I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, a total number of 25,000,000 depositary shares (the “Firm Depositary Shares”), each such Depositary Share representing ownership of 1/10th of a share of 5.375% Class B Mandatory Convertible Preferred Stock, Series 1, of the Company, par value $1.00 per share (the “Convertible Preferred Stock”). The Company also proposes to issue and sell to the several Underwriters up to an aggregate of 27,000,000 outstanding additional 3,750,000 depositary shares (the “Additional Depositary Shares”) if and to the extent that you, as Representatives, shall have determined to exercise, on behalf of the Underwriters, the right to purchase such depositary shares granted to the Underwriters in Section 3(a)(ii) hereof. The Firm Depositary Shares and the Additional Depositary Shares are hereinafter collectively referred to as the “Depositary Shares” and the Depositary Shares, together with the corresponding shares of Convertible Preferred Stock, are hereinafter collectively referred to as the “Securities”. The Convertible Preferred Stock will, when issued, be deposited by the Company against delivery of Depositary Receipts (“Depositary Receipts”) to be issued by Computershare Trust Company, N.A. (the “Depositary”), under a Deposit Agreement, to be dated as of the Closing Date (the “Deposit Agreement”), among the Company, the Depositary and the holders from time to time of the Depositary Receipts issued thereunder. Each Depositary Receipt will evidence one or more Depositary Shares. The Convertible Preferred Stock shall have the rights, powers and preferences set forth in the provisions of the Articles of Incorporation of the Company (as amended May 6, 2013, the “Articles of Incorporation”) relevant to the Class B Serial Preferred Stock of the Company and the Statement with Respect to Shares in respect of the Convertible Preferred Stock (the “Statement with Respect to Shares”). The Convertible Preferred Stock will be convertible into a variable number of shares of common stock, par value $0.01 1.00 per share (“Securities”)share, of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,Common Stock”). Such shares of Common Stock of the Company into which the Convertible Preferred Stock is convertible (including any additional shares of Common Stock issuable in connection with a conversion upon a fundamental change) are hereinafter referred to as the “Conversion Shares”. (b) At or prior to the time when sales of the Securities were first made (the “Time of Sale”), the Company had prepared the following information (collectively, the “Time of Sale Information”): the Preliminary Prospectus Supplement dated September 15, 2014 and accompanying base prospectus dated July 30, 2014 (together, the “Preliminary Prospectus”), as filed by the Company pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the “Commission”) thereunder (the “Act”), and each “free writing prospectus” (as defined pursuant to Rule 405 under the Act) identified in Schedule II hereto, including any final term sheet filed with the Commission pursuant to Rule 433 under the Act and together attached hereto as Schedule III (the “Final Term Sheet”). (c) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the “Allscripts Parties”) transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary shall not be on behalf of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc▇▇▇▇▇▇ Investment Management Corp., a public limited company formed under the laws of England and Wales Maryland corporation (“MisysCompany”), agrees severally with the several Underwriters named in Schedule B A hereto (the “Underwriters”) to issue and sell to the several Underwriters an aggregate of 27,000,000 outstanding 6,000,000 shares (“Firm Securities”) of the its common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 900,000 additional outstanding shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of ”. Concurrently with the offering of the Offered Securities andSecurities, subject the Company is offering, in an offering registered under the Act (as defined herein), by means of a prospectus supplement and related prospectus, and proposes to issue and sell to the satisfaction or waiver of certain conditions set forth several underwriters named in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 underwriting agreement for such offering (as in existence on the date hereof, the “Framework AgreementConvertible Underwriters”), by and an aggregate of $265 million aggregate principal amount of its 4.50% Convertible Senior Subordinated Notes due 2019 (the “Firm Notes”) to be issued pursuant to the provisions of the Subordinated Indenture dated January 13, 2012 (the “Base Indenture”) between the Company and Misys▇▇▇▇▇ Fargo Bank, and in National Association, as trustee (the Agreement and Plan of Merger“Trustee”), as supplemented by a First Supplemental Indenture to be dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined belowherein) between the Company and the Trustee (as so supplemented, the “Indenture”). The Company also proposes to issue and sell to the several Convertible Underwriters not more than an additional $25 million aggregate principal amount of its 4.50% Convertible Senior Subordinated Notes due 2019 (the “Additional Notes”), repurchase 24,442,083 if and to the extent that the representatives of the Convertible Underwriters shall have determined to exercise, on behalf of the Convertible Underwriters, the right to purchase Additional Notes pursuant to the option granted to the Convertible Underwriters. The Firm Notes and the Additional Notes are hereinafter collectively referred to as the “Notes.” The Notes will be convertible into cash, shares of Securities or a combination of cash and shares of Securities, at the option of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).

Introductory. Each DA Consulting Group, Inc. (the "Company") a Texas corporation, has an authorized capital stock consisting of _____ shares of Preferred Stock, $_____ par value, of which ________ shares were outstanding as of _________, 19___ and __________ shares, $_________ par value, of Common Stock (the "Common Stock"), of which ________ shares were outstanding as of such date. The Company proposes to issue and sell 1,700,000 shares of its authorized but unissued Common Stock, and certain shareholders of the stockholders listed Company (collectively referred to as the "Selling Shareholders" and named in Schedule B) propose to sell 800,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (the "Underwriters"), who are acting severally and not jointly. Collectively, such total of 2,500,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholders is hereinafter referred to as the "Firm Shares." In addition, the Company and the Selling Shareholders propose to grant to the Underwriters an option to purchase up to 375,000 additional shares of Common Stock (the "Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Shareholders and the Representatives, acting on Schedule behalf of the several ------------------- /1/ Plus an option to acquire up to 375,000 additional shares to cover over- allotments. Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “"Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under Shareholders and the laws of England Representatives and Wales (“Misys”), agrees severally with the several Underwriters named shall specify such applicable information as is indicated in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) Exhibit A hereto. The offering of the common stockShares will be governed by this Agreement, par value $0.01 per share (“Securities”)as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (this Agreement shall be deemed to incorporate the “Company”) Pricing Agreement. The Company and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together Shareholders hereby confirm their agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto Social Capital Suvretta Holdings Corp. II, a Cayman Islands exempted company (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“MisysCompany”), agrees severally with the several Underwriters underwriters named in Schedule B I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters an aggregate 22,000,000 Class A ordinary shares, par value $0.0001 per share, of 27,000,000 outstanding the Company (said shares (to be issued and sold by the Company being hereinafter called the “Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 3,300,000 additional outstanding Class A ordinary shares of the Company to cover over-allotments (the “Optional Securities”) of Securities ), if any, as set forth below. The Firm Securities and the Optional Securities are herein collectively called referred to as the “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). As part of used herein, the transactions term “Business Combination” (as described under the heading “The Eclipsys Merger” more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject . Pursuant to the satisfaction or waiver of certain conditions set forth in the Framework Agreementsecurities subscription agreement, dated as of June 9March 2, 20102021, as amended and restated on July 26May 24, 2010 2021 (as in existence on the date hereof, the “Framework Securities Subscription Agreement”), by and between the Company and MisysSCS Sponsor II LLC, and a Cayman Islands limited liability company (the “Sponsor”), the Company issued to the Sponsor an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (such shares, as well as the Class A ordinary shares issuable upon conversion thereof, where applicable, the “Founder Shares”) for an aggregate purchase price of $25,000. On June 29, 2021, the Company approved a share capitalization resulting in an aggregate of 6,325,000 Founder Shares outstanding as of the date thereof. Up to 825,000 of the Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Offered Securities except as described in the Agreement Registration Statement, the Statutory Prospectus and Plan the Prospectus. The Company has issued a non-interest bearing, unsecured amended and restated promissory note, for an aggregate amount of Merger$300,000, to the Sponsor, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”), payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a private placement shares purchase agreement, dated as of June 9, 2010 (as in existence on the date hereofhereof (the “Private Placement Shares Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 640,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share. The Private Placement Shares are substantially similar to the Offered Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into an investment management trust agreement, dated as of the date hereof (the “Merger Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Shares and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a registration rights agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Shares, the Founder Shares and underlying Class A ordinary shares, and the Class A ordinary shares (which will be substantially similar to the Private Placement Shares) that may be issued to the Sponsor or its affiliates upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation Sponsor and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares each of the Company’s common stock (such newly issued sharesofficers, directors and director nominees, in substantially the “Exchange Shares”form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an administrative services agreement, and the transfer dated as of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million date hereof (the “Share RepurchaseAdministrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. Each Cosi, Inc. ("Company") a Delaware corporation, has an authorized capital stock consisting of 40,000,000 shares of Preferred Stock, $0.01 par value, of which 6,467,751 shares were outstanding as of ____________, 2002 and 100,000,000 shares, $0.01 par value, of Common Stock ("Common Stock"), of which 4,544,893 shares were outstanding as of such date. The Company proposes to issue and sell 5,555,556 shares of its authorized but unissued Common Stock ("Firm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 833,333 additional shares of Common Stock ("Option Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the stockholders listed Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”"Pricing Agreement"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and Pricing Agreement may take the Optional Securities are herein collectively called the “Offered Securities.” As part form of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion an exchange of the offering any standard form of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and written telecommunication between the Company and Misysthe Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares (1) Plus an option to acquire up to 833,333 additional shares to cover overallotments. will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of Subject to the stockholders listed on Schedule A hereto (terms and conditions contained herein, the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England Company proposes to issue and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters 1,650,000 shares of common stock (the "Common Stock") and 1,650,000 redeemable warrants to purchase Common Stock (the "Warrants"). The Common Stock and Warrants shall be offered and sold separately and traded separately on the Nasdaq SmallCap Market. For the purpose of this Agreement, references hereinafter to Common Stock and Warrants shall sometimes be referred to as the "Securities" where appropriate. In addition, solely for the purpose of covering over-allotments, the Company grants to the Representative options to purchase up to an aggregate additional 247,500 shares of 27,000,000 outstanding Common Stock and/or 247,500 Warrants (the "Additional Securities"), which options to purchase shall be exercisable, in whole or in part, from time to time during the sixty (60) day period commencing on the date on which the Registration Statement (as hereinafter defined) is initially declared effective (the "Effective Date") by the Securities and Exchange Commission (the "Commission"). Unless otherwise noted, the Common Stock, together with the additional 247,500 shares (“Firm Securities”) of Common Stock issuable on exercise of the common stockover-allotment option, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (is referred to hereinafter as the “Company”) "Common Stock" and each the Warrants and the 247,500 Warrants issuable on exercise of the Selling Stockholders also agrees over-allotment option are referred to sell hereinafter as the "Warrants". Each Warrant will entitle the holder to the Underwriters, purchase one share of Common Stock (a "Warrant Share") at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion a price equal to 125% of the offering price of the Offered Securities andCommon Stock during the four year exercise period of the Warrants, subject to the satisfaction or waiver Company's right of certain conditions set forth redemption. The Warrants may be redeemed by the Company commencing one year from the Effective Date of the Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of $.25 per Warrant provided the Framework Agreement, dated as closing bid price for the Company's Common Stock is at least 175% of June 9, 2010, as amended on July 26, 2010 the exercise price of the Warrant during each day of the twenty (as in existence on 20) trading days immediately preceding the date hereofof the Company's written notice of redemption; provided, that notice of any such redemption must be given not more than five days after such 20 day trading period. The terms and provisions of the “Framework Agreement”), Warrants shall be governed by and a warrant agreement between the Company and Misysits transfer agent (the "Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Representative. The Common Stock, Warrants and Additional Securities are more fully described in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the CompanyProspectus referred to below. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) All references to the Company in exchange for 61,308,295 newly issued shares of below shall be deemed to include, where appropriate, the Company’s common stock (such newly issued shares's subsidiaries, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)if any.

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plcTiga Acquisition Corp. III, a public limited Cayman Islands exempted company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) ), proposes to issue and each of the Selling Stockholders also agrees to sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), at for whom you are acting as representatives (the option of the Underwriters“Representatives”), an aggregate of not more than 4,050,000 15,000,000 units (the “Units”) of the Company. The respective amounts of Units to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto and are referred to the “Firm Securities.” The Company also proposes to grant to the Underwriters the option to purchase up to 2,250,000 additional outstanding shares Units (the “Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of the transactions described under the heading this agreement (this “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan . Each Unit consists of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares one of the Company’s common stock (such newly issued Class A ordinary shares, par value $0.0001 per share (the “Exchange Ordinary Shares”), and the transfer one-quarter of the Newco Shares to the Company in exchange for the Exchange Shares, one redeemable warrant (the “Arsenal ExchangeWarrants”). Upon Each whole Warrant entitles the terms and holder of such Warrant to purchase one Ordinary Share from the Company at a price of $11.50, subject to adjustment, per Ordinary Share. The Ordinary Shares and Warrants included in the conditions Units will not trade separately until the 52nd day following the date of the Framework AgreementProspectus, or, if such date is not a Business Day, the following Business Day, unless the Representatives inform the Company willof their decision to allow earlier separate trading, on and provided: (a) the First Closing Date Company has provided an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), repurchase 24,442,083 shares (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, only whole Warrants will trade and pursuant to the Warrant Agreement (as defined below), only a whole Warrant may be exercised. The Warrants shall become exercisable during the period commencing on the later of: (i) thirty (30) days after the completion of the Company’s common stock to be received by initial Business Combination (as defined below) and (ii) twelve (12) months from the Selling Stockholders date of the consummation of the Offering, and Misys Patriot Limitedsuch Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation. As used herein, a limited company formed under the Laws of England and Wales, term “Business Combination” (as described more fully in the Arsenal Exchange for Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into certain agreements on or prior to the date hereof: A. Investment Management Trust Agreement. The Company has entered into an aggregate consideration of $577.4 million Investment Management Trust Agreement, dated the date hereof (the “Share RepurchaseTrust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued.

Introductory. Each Superior Consultant Holdings Corporation ("Company") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $0.01 par value, of which no shares are outstanding on the date hereof and 30,000,000 shares, $0.01 par value, of Common Stock ("Common Stock"), of which 4,836,112 shares are outstanding on the date hereof. The Company proposes to issue and sell 2,150,000 shares of its authorized but unissued Common Stock (the "Firm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. In addition, the Company and certain stockholders of the stockholders listed Company (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to grant to the Underwriters an option to purchase up to 322,500 additional shares of Common Stock ("Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it (1) Plus an option to acquire up to 322,500 additional shares to cover overallotments. 2 has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives identified above, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto ("Pricing Agreement"). The Pricing Agreement may take the “form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under Stockholders and the laws of England Representatives and Wales (“Misys”), agrees severally with the several Underwriters named shall specify such applicable information as is indicated in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) Exhibit A hereto. The offering of the common stockShares will be governed by this Agreement, par value $0.01 per share (“Securities”)as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (this Agreement shall be deemed to incorporate the “Company”) Pricing Agreement. The Company and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together hereby confirm their agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each Independence Energy Aggregator L.P. (the “Selling Stockholder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Company”), agrees with the stockholders listed on several underwriters named in Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate 12,000,000 shares of 27,000,000 outstanding shares its Class A common stock of the Company, par value $0.0001 (the “Class A Common Stock” or the “Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the . The Selling Stockholders Stockholder also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 1,800,000 additional outstanding shares of Class A Common Stock (“Optional Securities”) of Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part ”. The shares of Class A Common Stock of the transactions described under Company to be outstanding after giving effect to the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering sale of the Offered Securities andare referred to herein as the “Stock”. The Offered Securities to be sold by the Selling Stockholder consist of shares of Class A Common Stock that are issuable upon redemption of units representing limited liability company interests (the “OpCo Units”) of Crescent Energy OpCo LLC, subject a Delaware limited liability company (“OpCo”), together with the redemption of an equal number of shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company, pursuant to the satisfaction or waiver Amended and Restated Limited Liability Company Agreement of certain conditions set forth in the Framework AgreementOpCo, dated as of June 9December 7, 2010, as amended on July 26, 2010 2021 (as in existence on the date hereof, the “Framework OpCo LLC Agreement”), by and between immediately prior to the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 Closing Date (as hereinafter defined) on which the Offered Securities are to be sold (such redemption being hereinafter referred to as a “Redemption Transaction” and any such shares issued in existence on a Redemption Transaction hereinafter referred to as “Redemption Shares”). In order to exercise their redemption right pursuant to the date hereofterms of the OpCo LLC Agreement, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., Selling Stockholder shall deliver a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization Redemption Notice (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework OpCo LLC Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares OpCo prior to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)Date.

Introductory. Each of the stockholders listed on Schedule A hereto Performance Food Group Company, a Delaware corporation (“Company”), and Credit Suisse Capital LLC (the “Selling Stockholders”Forward Seller” in its capacity as seller of Underwritten Borrowed Shares (as defined below) hereunder), each a direct or indirect wholly-owned subsidiary of Misys plcat the Company’s request in connection with the letter agreement dated the date hereof between the Company and the Forward Seller (such letter agreement, a public limited company formed the “Forward Sale Agreement,” and Credit Suisse Capital LLC, in its capacity as counterparty under the laws of England and Wales Forward Sale Agreement, the “Forward Purchaser”) relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (“Misys”as such terms are defined in the Forward Sale Agreement), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding a number of shares (“Firm Securities”) of the common stock, par value $0.01 per share share, of the Company (the “SecuritiesCommon Stock”) equal to the number of Firm Borrowed Shares (as defined below) sold by the Forward Seller pursuant to this Agreement, confirms its agreement with each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters” and, individually, an “Underwriter”), for whom Credit Suisse Securities (USA) LLC and ▇▇▇▇▇ Fargo Securities, LLC are acting as representatives (in such capacity, the “Representatives”), with respect to (i) the sale by the Forward Seller and the purchase by the Underwriters, acting severally and not jointly, of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation an aggregate of 10,120,000 shares of Common Stock (the “CompanyUnderwritten Borrowed Shares”) and each of (ii) the Selling Stockholders also agrees to sell grant by the Forward Sellers to the Underwriters, at acting severally and not jointly, of the option described in Section 3(c) hereof to purchase all or any part of 1,518,000 additional shares of Common Stock (the “Borrowed Option Shares”), if and to the extent that the Representatives shall have determined to exercise, on behalf of the Underwriters, an aggregate the right to purchase such shares of not more than 4,050,000 additional outstanding shares Common Stock. The Underwritten Borrowed Shares and the Company Top-Up Underwritten Shares (as defined in Section 17 hereof) are herein referred to collectively as the “Firm Securities.” The Company Top-Up Underwritten Shares and the Company Top-Up Option Shares (as defined in Section 17 hereof) are herein referred to collectively as the “Top-Up Shares.” The Borrowed Option Shares and the Company Top-Up Option Shares are herein referred to collectively as the “Optional Securities”) of Securities .” The Underwritten Borrowed Shares and the Borrowed Option Shares are herein referred to collectively as set forth below. the “Borrowed Shares.” The Firm Securities and the Optional Securities are herein collectively called referred to as the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject ”. Pursuant to the satisfaction or waiver of certain conditions set forth in the Framework a Membership Interest Purchase Agreement, dated as of June 9July 1, 20102019 among the Company, as amended on July 26its newly formed acquisition subsidiary, 2010 Ram Acquisition Company, LLC (as in existence on the date hereof“Buyer”), Ram Holdings I, L.L.C. (“Seller 1”), Ram Holdings II, L.L.C. (“Seller 2”), Ram Holdings III, L.L.C. (“Seller 3” and, together with Seller 1 and Seller 2, the “Framework Sellers”), ▇▇▇▇▇ Holdings, L.L.C. and Lone Oak Realty LLC (the “Real Estate Seller”) (together with all schedules and exhibits thereto, the “Acquisition Agreement”), by the Buyer will acquire all of the outstanding limited liability company interests of the ▇▇▇▇▇▇▇▇ Foodservice, L.L.C. (the “Target”) and between certain real estate subsidiaries (collectively, the Company and Misys, and in “Acquired Companies”) (the Agreement and Plan of Merger“Acquisition”). Pursuant to a Purchase Agreement, dated as of June 9September 16, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and 2019 among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys PFG Escrow Corporation, a Delaware corporation (the “TargetEscrow Issuer”), Merger Sub will merge with ) and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion , Performance Food Group, Inc., a Colorado corporation (“PFG”), PFGC, Inc., a Delaware corporation and Credit Suisse Securities (USA) LLC as representative of the US Reorganization (as defined initial purchasers named in the Framework Agreement)Schedule A thereto, the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly Escrow Issuer issued shares $1,060 million principal amount of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million its 5.500% Senior Notes due 2027 (the “Share RepurchaseDebt Offering”).

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plcNeenah Foundry Company, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware Wisconsin corporation (the “Company”) and each of the Selling Stockholders also ), hereby agrees to sell issue to the Underwritersyou, at the option time set forth in this Agreement, U.S.$75,000,000 of the UnderwritersCompany’s 121/2% Senior Subordinated Notes due 2013 (the “New Subordinated Notes”) in exchange for an equal principal amount of the Company’s outstanding 13% Senior Subordinated Notes due 2013 (the “13% Notes") that you now own. The New Subordinated Notes will be substantially in the form attached hereto as Schedule A. Concurrently with the issuance of the New Subordinated Notes, an aggregate of not more than 4,050,000 additional outstanding shares the Company will also issue and sell to Credit Suisse Securities (USA) LLC (“Optional SecuritiesCredit Suisse") U.S. $225,000,000 91/2% Senior Secured Notes due 2017 (the “Senior Notes”) pursuant to a Purchase Agreement (the “Senior Notes Purchase Agreement") dated December 15, 2006, a copy of Securities which is attached hereto as set forth belowSchedule B. The payment of principal of, and interest on, the New Subordinated Notes will be guaranteed on a subordinated basis, jointly and severally (the “Guarantees”), by all of the Company’s Wholly Owned Domestic Restricted Subsidiaries as defined in the form of Indenture attached to and incorporated by reference into the New Subordinated Notes (the “Indenture"). Our Wholly Owned Domestic Restricted Subsidiaries are collectively referred to as the “Guarantors” herein. The Firm Securities New Subordinated Notes and the Optional Securities Guarantees will be unsecured. The New Subordinated Notes and the Guarantees are herein collectively called referred to as the “Offered Exchanged Securities.” As part The United States Securities Act of 1933, as amended, is herein referred to as the “Securities Act.” Holders (including subsequent transferees) of the transactions described under Exchanged Securities will have the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions registration rights set forth in the Framework registration rights agreement (the “Registration Rights Agreement”), to be dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the for so long as such Exchanged Securities constitute “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,Transfer Restricted Securities” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Registration Rights Agreement). Pursuant to the Registration Rights Agreement, the Selling Stockholders desire Company will agree to transfer file with the Newco Shares Securities and Exchange Commission (as defined the “Commission”) under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to other securities that are identical in the Framework Agreement) all material respects to the Company in exchange for 61,308,295 newly issued shares of Exchanged Securities and registered under the Company’s common stock Securities Act (such newly issued shares, the “Registered Exchange Shares”Securities"), and the transfer of the Newco Shares to the Company be offered in exchange for the Exchanged Securities (such offer to exchange being referred to as the “Exchange SharesOffer”) or, in certain circumstances (ii) a shelf registration statement pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement” and, together with the Exchange Offer Registration Statement, the “Arsenal ExchangeRegistration Statements”) relating to the resale by certain holders of the Exchanged Securities, and to use its commercially reasonable efforts to cause such Registration Statements to be declared and remain effective and usable for the periods specified in the Registration Rights Agreement and to consummate the Exchange Offer. The Exchanged Securities and the Registered Exchange Securities are referred to collectively as the “Securities.” The Company has commenced an offer to purchase (the “Tender Offer”) any and all of its existing U.S. $133,130,000 11% Senior Secured Notes due 2010 (the “2010 Notes”), together with a related solicitation of consents (the “Consent Solicitation”), as further described in the Offer to Purchase and Consent Solicitation Statement dated December 15, 2006 (the “Offer to Purchase and Consent Solicitation Statement”). Upon The Company also has negotiated an Amended and Restated Loan and Security Agreement among the terms Company, as Borrower, and subject to the conditions Bank of the Framework AgreementAmerica, N.A., as Agent, the Company will, on other parties named therein and the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million Lenders named therein (the “Share RepurchaseNew Credit Agreement”).. The closing of the Tender Offer and the Consent Solicitation is conditioned on the purchase of at least a majority of the 2010 Notes in accordance therewith and on the closing of the sale of the Senior Notes and the closing of the New Credit Agreement. The Company also plans to redeem (the “Redemption”) its 13% Notes that remain outstanding after completion of the exchange contemplated hereby in accordance with the terms of the indenture governing the 13% Notes (the “13% Notes Indenture”). The Redemption will occur as soon as practicable following the purchase of at least a majority of the 2010 Notes pursuant to the Tender Offer and the Consent Solicitation, the closing of the sale of the Senior Notes, and the closing of the New Credit Agreement. The Company and the Guarantors hereby agree with Tontine as follows:

Introductory. Each Concord EFS, Inc. ("Company"), a Delaware corporation, has an authorized capital stock consisting of 80,000,000 shares, $0.33 1/3 par value, of Common Stock ("Common Stock"), of which ____________ shares will be outstanding as of the stockholders listed on Schedule closing of the transaction contemplated by this Agreement. The Company proposes to issue and sell 3,000,000 shares of its authorized but unissued Common Stock ("Firm Shares") to you (the "Underwriters"), each of which are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 450,000 additional shares of Common Stock ("Option Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company that you propose to make a public offering of each of your respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by you, the Company and each of you shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”"Pricing Agreement"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and Pricing Agreement may take the Optional Securities are herein collectively called the “Offered Securities.” As part form of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion an exchange of the offering any standard form of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and written telecommunication between the Company and Misysthe Underwriters and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”)FirstMerit Corporation, each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware Ohio corporation (the “Company”), agrees with Credit Suisse Securities (USA) LLC (the “Manager”) to issue and each sell from time to time through the Manager, as sales agent and/or principal, shares of its common stock, no par value (the Selling Stockholders also agrees “Common Stock”), on the terms set forth herein. The Company is concurrently entering into a separate distribution agency agreement (the “Alternative Agreement”), dated of even date herewith, with RBC Capital Markets Corporation (the “Alternative Agent”), to issue and sell from time to time through the Alternative Agent, as sales agent and/or principal, shares of Common Stock on the terms set forth in the Alternative Agreement. This Agreement and the Alternative Agreement are collectively referred to herein as the “Distribution Agreements.” The aggregate gross sales price of shares of Common Stock (the “Shares”) to be issued and sold pursuant to the Underwriters, at Distribution Agreements shall not exceed $150,000,000 (the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional SecuritiesMaximum Amount”) of Securities as set forth below). The Firm Securities Company previously entered into a distribution agency agreement, dated as of May 6, 2009 (the “May 2009 Distribution Agreement” and the Optional Securities are herein collectively called equity shelf program to which the May 2009 Distribution Agreement relates, the “Offered Securities.” As part May 2009 Program”), with Credit Suisse Securities (USA) LLC, pursuant to which the Company agreed to issue and sell from time to time through Credit Suisse Securities (USA) LLC, as sales agent and/or principal, a number of shares of Common Stock having a gross sales price of up to $100,000,000. The shares of Common Stock sold pursuant to the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary May 2009 Program were issued pursuant to a prospectus supplement, dated August 16May 6, 20102009, following completion to the accompanying prospectus, dated February 6, 2009, which form a part of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended Registration Statement on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together Form S-3 filed with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization Commission (as defined in the Framework Agreement)herein) on February 6, the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued 2009. No additional sales of shares of Common Stock are contemplated to be made under the May 2009 Program. The Company acknowledges and agrees that the execution of the Distribution Agreements shall not affect the Company’s common stock (such newly issued sharescontinuing obligations under the May 2009 Distribution Agreement, including, without limitation, the “Exchange Shares”, and the transfer of the Newco Shares to indemnification obligations contained therein. The Manager agrees that whenever the Company in exchange for determines to sell the Exchange SharesShares through the Manager, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreementacting as sales agent, the Company will, on will send to the First Closing Date Manager a notice (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).a

Introductory. Each American Medserve Corporation ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of ____________, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which ________ shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 803,550 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the stockholders listed Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”"PRICING AGREEMENT"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and Pricing Agreement may take the Optional Securities are herein collectively called the “Offered Securities.” As part form of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion an exchange of the offering any standard form of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and written telecommunication between the Company and Misysthe Representatives and shall -------------------- * Plus an option to acquire up to 803,550 additional shares to cover overallotments. specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc.UAP Holding Corp., a Delaware corporation (the “Company”) ), proposes, subject to the terms and each of the Selling Stockholders also agrees conditions contained herein, to issue and/or sell to you and the other underwriters named on Schedule I to this Agreement (the “Underwriters”), at for whom you are acting as Representatives (the option of the Underwriters“Representatives”), an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued 3,125,000 shares of the Company’s common stock stock, $0.001 par value per share (such newly issued sharesthe “Common Stock”). The stockholders of the Company listed on Schedule II hereto (collectively, the “Exchange Selling Stockholders”) propose to sell to you and the other Underwriters an aggregate of 20,312,500 shares of Common Stock. The aggregate of 23,437,000 shares of Common Stock to be sold by the Company and the Selling Stockholders are herein referred to as “Firm Shares.” Certain of the Selling Stockholders propose to grant to you and the other Underwriters an option to purchase up to 3,515,625 additional Shares (the “Optional Shares”, ) for the purpose of covering over-allotments in connection with the sale of the Firm Shares. The Firm Shares and the transfer Optional Shares are collectively referred to herein as the “Shares.” The term “subsidiary” as used in this Agreement shall mean any entity in which the Company will have a majority ownership interest, whether directly or indirectly, after the consummation of the Newco transactions contemplated hereby. As part of the offering contemplated by this Agreement, Credit Suisse First Boston LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Shares purchased by it under this Agreement, up to 1,171,875 shares of Common Stock, for sale to certain of the Company’s full-time employees, except for officers and directors of the Company in exchange for the Exchange Shares(collectively, the “Arsenal ExchangeParticipants”). Upon , as set forth in the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date Prospectus (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed ) under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million heading “Underwriting” (the “Directed Share RepurchaseProgram”). The shares of Common Stock to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus.

Introductory. Each PracticeWorks, Inc. ("Company") a Delaware corporation, has an authorized capital stock consisting of shares of Preferred Stock, $ par value, of which shares were outstanding as of , 2002 and shares, $0.01 par value, of Common Stock ("Common Stock"), of which shares were outstanding as of such date. The Company proposes to issue and sell shares of its authorized but unissued Common Stock, and certain stockholders of the stockholders listed Company (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to sell shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. Collectively, such total of shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "Firm Shares." In addition, the Company and the Selling Stockholders propose to grant to the Underwriters an option to purchase up to additional shares of Common Stock ("Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto ("Pricing Agreement"). The Pricing Agreement may take the “form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under Stockholders and the laws of England Representatives and Wales (“Misys”), agrees severally with the several Underwriters named shall specify such applicable information as is indicated in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) Exhibit A hereto. The offering of the common stockShares will be governed by this Agreement, par value $0.01 per share (“Securities”)as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (this Agreement shall be deemed to incorporate the “Company”) Pricing Agreement. Plus an option to acquire up to additional shares to cover overallotments. The Company and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together hereby confirm their agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each ICT Group, Inc., a Pennsylvania corporation (the “Company”), and the several shareholders of the stockholders listed on Company identified in Schedule A II annexed hereto (the “Selling StockholdersShareholders”) propose to sell 3,150,000 shares (the “Firm Shares”) of common stock, $0.01 par value per share (the “Common Stock”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with to the several Underwriters named underwriters identified in Schedule B I annexed hereto (the “Underwriters”) ), who are acting severally and not jointly, and for whom you are acting as representative (the “Representative”). In addition, the Company and the Selling Shareholders have agreed to sell grant to the several Underwriters an aggregate option to purchase up to 472,500 additional shares of 27,000,000 outstanding shares Common Stock (the “Firm Securities”) of the common stock, par value $0.01 per share (“SecuritiesOptional Shares”), of Allscripts-Misys Healthcare Solutionsas provided in Section 5 hereof. The Firm Shares and, Inc.to the extent such option is exercised, a Delaware corporation (the Optional Shares are hereinafter collectively referred to as the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option Shares.” As Representative of the Underwriters, an aggregate you have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of not more than 4,050,000 additional outstanding shares their respective portions of the Shares on the terms set forth herein and that the public offering price of the Shares initially will be $24.00 per share. The Company has filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Optional SecuritiesAct”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-87912), which registration statement, as amended, has been declared effective by the Commission on May 20, 2002, and true and complete copies of Securities as set forth belowwhich have heretofore been delivered to you. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” Such registration statement, in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth form in the Framework Agreement, dated as of June 9, 2010which it was declared effective, as amended on July 26, 2010 (as in existence on through the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date Applicable Time (as defined below), repurchase 24,442,083 including the Preliminary Prospectus (as defined below) and all documents incorporated or deemed to be incorporated by reference therein through the Applicable Time, is hereinafter referred to as the “Registration Statement.” Any registration statement filed pursuant to Rule 462(b) of the Act is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing the term “Registration 1 Plus an option to purchase up to 472,500 additional shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot LimitedCommon Stock. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated April 6, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).2006

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Houston Wire & Cable Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“TargetCompany”), Merger Sub has an authorized share capital consisting of 100,000,000 shares, $0.001 par value, of Common Stock (“Common Stock”), of which 20,867,172 shares will merge with and into Target, with Target surviving be outstanding as a wholly owned subsidiary of the Company. After completion date hereof, and 5,000,000 shares, $0.001 par value, of Preferred Stock, of which no shares will be outstanding as of the US Reorganization First Closing Date hereinafter defined. Certain shareholders of the Company (as defined named in Schedule B, the “Selling Shareholders”) propose to sell in the Framework Agreement), aggregate 5,500,000 shares (the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement“Firm Shares”) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. In addition, one of the Selling Shareholders proposes to grant to the Underwriters an option to purchase up to 825,000 additional shares of Common Stock (“Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent such newly issued sharesoption is exercised, the Option Shares, are hereinafter collectively referred to as the “Exchange Shares”.” You have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the transfer Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Newco Shares to by the Company in exchange for the Exchange Sharesseveral Underwriters, the Company, the Selling Shareholders and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Arsenal ExchangePricing Agreement”). Upon The Pricing Agreement may take the terms form of an exchange of any standard form of written telecommunication among the Company, the Selling Shareholders and subject to the conditions Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Framework Shares will be governed by this Agreement, as supplemented by the Company will, on Pricing Agreement. From and after the First Closing Date (as defined below), repurchase 24,442,083 shares date of the Company’s common stock execution and delivery of the Pricing Agreement, this Agreement shall be deemed to be received by incorporate the Pricing Agreement. (1) Plus an option to acquire up to 825,000 additional shares to cover overallotments. The Company and the Selling Stockholders and Misys Patriot Limited, a limited company formed under Shareholders hereby confirm their agreement with the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).Underwriters as follows:

Introductory. Each of the stockholders listed on Schedule A hereto Social Capital Suvretta Holdings Corp. I, a Cayman Islands exempted company (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“MisysCompany”), agrees severally with the several Underwriters underwriters named in Schedule B I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, to issue and sell to the several Underwriters an aggregate 22,000,000 Class A ordinary shares, par value $0.0001 per share, of 27,000,000 outstanding the Company (said shares (to be issued and sold by the Company being hereinafter called the “Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 3,300,000 additional outstanding Class A ordinary shares of the Company to cover over-allotments (the “Optional Securities”) of Securities ), if any, as set forth below. The Firm Securities and the Optional Securities are herein collectively called referred to as the “Offered Securities.” Certain capitalized terms used herein and not otherwise defined are defined in Section 23 to this agreement (this “Agreement”). As part of used herein, the transactions term “Business Combination” (as described under the heading “The Eclipsys Merger” more fully in the Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject . Pursuant to the satisfaction or waiver of certain conditions set forth in the Framework Agreementsecurities subscription agreement, dated as of June 9March 2, 20102021, as amended and restated on July 26May 24, 2010 2021 (as in existence on the date hereof, the “Framework Securities Subscription Agreement”), by and between the Company and MisysSCS Sponsor I LLC, and a Cayman Islands limited liability company (the “Sponsor”), the Company issued to the Sponsor an aggregate of 5,750,000 Class B ordinary shares, par value $0.0001 per share, of the Company (such shares, as well as the Class A ordinary shares issuable upon conversion thereof, where applicable, the “Founder Shares”) for an aggregate purchase price of $25,000. On June 29, 2021, the Company approved a share capitalization resulting in an aggregate of 6,325,000 Founder Shares outstanding as of the date thereof. Up to 825,000 of the Founder Shares are subject to forfeiture depending on the extent to which the Underwriters’ over-allotment option is exercised. The Founder Shares are substantially similar to the Offered Securities except as described in the Agreement Registration Statement, the Statutory Prospectus and Plan the Prospectus. The Company has issued a non-interest bearing, unsecured amended and restated promissory note, for an aggregate amount of Merger$300,000, to the Sponsor, in substantially the form filed as Exhibit 10.1 to the Registration Statement (the “Promissory Note”), payable on the earlier to occur of December 31, 2021 and the Closing Date (as defined herein). The Company has entered into a private placement shares purchase agreement, dated as of June 9, 2010 (as in existence on the date hereofhereof (the “Private Placement Shares Purchase Agreement”), with the Sponsor, in substantially the form filed as Exhibit 10.6 to the Registration Statement, pursuant to which the Sponsor has agreed to purchase an aggregate of 640,000 Class A ordinary shares (the “Private Placement Shares”), at a price of $10.00 per Private Placement Share. The Private Placement Shares are substantially similar to the Offered Securities, except as described in the Registration Statement, the Statutory Prospectus and the Prospectus. The Company has entered into an investment management trust agreement, dated as of the date hereof (the “Merger Trust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.3 to the Registration Statement, pursuant to which certain of the proceeds from the sale of the Private Placement Shares and the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued. The Company has entered into a registration rights agreement, dated as of the date hereof (the “Registration Rights Agreement”), with the Sponsor and the other parties thereto, in substantially the form filed as Exhibit 10.4 to the Registration Statement, pursuant to which the Company has granted certain registration rights in respect of the Private Placement Shares, the Founder Shares and underlying Class A ordinary shares, and the Class A ordinary shares (which will be substantially similar to the Private Placement Shares) that may be issued to the Sponsor or its affiliates upon conversion of certain working capital loans, if any. The Company has caused to be duly executed and delivered a letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation Sponsor and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares each of the Company’s common stock (such newly issued sharesofficers, directors and director nominees, in substantially the “Exchange Shares”form filed as Exhibit 10.2 to the Registration Statement. The Company has entered into an administrative services agreement, and the transfer dated as of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million date hereof (the “Share RepurchaseAdministrative Services Agreement”), with an affiliate of the Sponsor, in substantially the form filed as Exhibit 10.8 to the Registration Statement, pursuant to which the Company will pay to such affiliate of the Sponsor an aggregate monthly fee of $10,000 for certain office space, administrative and support services.

Introductory. Each American Public Education, Inc. (the “Company”), a Delaware corporation, has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 100,000,000 shares, $0.01 par value, of Common Stock (“Common Stock”), of which [___] shares will be outstanding as of the First Closing Date hereinafter defined, excluding shares of Common Stock issued upon the exercise after the date of this Agreement of stock options outstanding as of the date of this Agreement. The Company proposes to issue and sell [ ] shares of its authorized but unissued Common Stock, and certain stockholders listed of the Company (as named in Schedule B, the “Selling Stockholders”) propose to sell in the aggregate [ ] shares of the Company’s issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. Collectively, such total of [ ] shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, certain of the Selling Stockholders propose to grant to the Underwriters options to purchase up to an aggregate of [ ] additional shares of Common Stock (“Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent such options are exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representative, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Pricing Agreement”), by and between . The Pricing Agreement may take the Company and Misys, and in the Agreement and Plan form of Merger, dated as an exchange of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and any standard form of written telecommunication among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England Representative and Wales, in the Arsenal Exchange for shall 1 Plus options to acquire up to an aggregate consideration of $577.4 million ([ ] additional shares to cover overallotments. specify such applicable information as is indicated in Exhibit A hereto. The offering of the “Share Repurchase”).Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Stockholders hereby confirm their agreement with the Underwriters as follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plcTiga Acquisition Corp. II, a public limited Cayman Islands exempted company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) ), proposes to issue and each of the Selling Stockholders also agrees to sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), at for whom you are acting as representative (the option of the Underwriters“Representative”), an aggregate of not more than 4,050,000 20,000,000 units (the “Units”) of the Company. The respective amounts of Units to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto and are referred to the “Firm Securities.” The Company also proposes to grant to the Underwriters the option to purchase up to 3,000,000 additional outstanding shares Units (the “Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of the transactions described under the heading this agreement (this “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan . Each Unit consists of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares one of the Company’s common stock (such newly issued Class A ordinary shares, par value $0.0001 per share (the “Exchange Ordinary Shares”), and the transfer one-quarter of the Newco Shares to the Company in exchange for the Exchange Shares, one redeemable warrant (the “Arsenal ExchangeWarrants”). Upon Each whole Warrant entitles the terms and holder of such Warrant to purchase one Ordinary Share from the Company at a price of $11.50, subject to adjustment, per Ordinary Share. The Ordinary Shares and Warrants included in the conditions Units will not trade separately until the 52nd day following the date of the Framework AgreementProspectus, or, if such date is not a Business Day, the following Business Day, unless the Representative informs the Company willof its decision to allow earlier separate trading, on and provided: (a) the First Closing Date Company has provided an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), repurchase 24,442,083 shares (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, only whole Warrants will trade and pursuant to the Warrant Agreement (as defined below), only a whole Warrant may be exercised. The Warrants shall become exercisable during the period commencing on the later of: (i) thirty (30) days after the completion of the Company’s common stock to be received by initial Business Combination (as defined below) and (ii) twelve (12) months from the Selling Stockholders date of the consummation of the Offering, and Misys Patriot Limitedsuch Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation. As used herein, a limited company formed under the Laws of England and Wales, term “Business Combination” (as described more fully in the Arsenal Exchange for an aggregate consideration of $577.4 million (Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the “Share Repurchase”)Company.

Introductory. Each Fred's, Inc. ("Company"), a Tennessee corporation, has an authorized capital stock consisting of (i) 10,000,000 shares of Preferred Stock, having no par value ("Preferred Stock") of which no shares were outstanding as of the stockholders listed on date hereof, (ii) 30,000,000 shares of Class A Common Stock, having no par value ("Class A Common Stock"), of which 15,229,044 shares were outstanding as of the date hereof and (iii) 11,500,000 shares of Class B Common Stock, having no par value ("Class B Common Stock") of which no shares were outstanding as of the date hereof. The Company proposes to issue and sell 1,500,000 shares of its authorized but unissued Class A Common Stock and certain shareholders of the Company named in Schedule B (collectively referred to as the "Selling Shareholders") propose to sell 150,000 shares of Class A Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. Collectively the aggregate 1,650,000 shares of Class A Common Stock proposed to be sold by the Company and the Selling Shareholders are herein after referred to as the "Firm Shares" In addition, the Selling Shareholders and the Company propose to grant to the Underwriters an option to purchase up to 165,000 additional shares of Class A Common Stock ("Option Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Underwriters and the Selling Shareholders, shall enter into an agreement substantially in the form of Exhibit A hereto (the “"Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under Shareholders and the laws of England Underwriters and Wales (“Misys”), agrees severally with the several Underwriters named shall specify such applicable information as is indicated in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) Exhibit A hereto. The offering of the common stockShares will be governed by this Agreement, par value $0.01 per share (“Securities”)as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (this Agreement shall be deemed to incorporate the “Company”) Pricing Agreement. The Company and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together Shareholders hereby confirm their agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto Express Scripts, Inc., a Delaware corporation (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“MisysCompany”), agrees severally with the several Underwriters named in Schedule B A hereto (the “Underwriters”) to issue and sell to the several Underwriters an aggregate of 27,000,000 outstanding 23,000,000 shares (“Firm Securities”) of the its common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding 3,450,000 shares (“Optional Securities”) of its Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” ”. The Offered Securities will have attached thereto rights (the “Rights”) to purchase a preferred share purchase right. The Rights are to be issued pursuant to a Rights Agreement (the “Rights Agreement”) dated as of July 25, 2001 between the Company and American Stock Transfer & Trust Company. As part of the transactions described under the heading “The Eclipsys MergerAcquisition” in the Company’s preliminary prospectus supplementGeneral Disclosure Package, dated August 16, 2010, following completion of pursuant to a Stock and Interest Purchase Agreement (the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework “Purchase Agreement, ”) dated as of June April 9, 20102009, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and MisysWellPoint, and in the Agreement and Plan of Merger, dated as of June 9, 2010 Inc. (as in existence on the date hereof, the “Merger AgreementSeller”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company intends to acquire (the “Acquisition”) from the Seller each of NextRx, LLC, an Ohio limited liability company (“Merger Sub,” and together with the CompanyNextRx LLC”), the “Allscripts Parties”) and Eclipsys CorporationNextRx, Inc., a Delaware corporation (“TargetNextRx”) and NextRx Services, Inc., a New York corporation (“NextRx Services”, and together with NextRx LLC and NextRx, the “Target Companies”, each a “Target Company”). Immediately following consummation of the Acquisition, NextRx Sub I, LLC, NextRx Sub II, LLC and NextRx Sub III, LLC (collectively, the “NextRx Subs”), Merger Sub will merge be merged with and into Targeteach of the Target Companies, with the Target Companies to be the surviving as a wholly owned subsidiary of entities (the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement“NextRx Mergers”) to the Company in exchange for 61,308,295 newly issued shares and successor guarantors of the Company’s common stock (such newly issued shares5.250% senior notes due 2012, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by 6.250% senior notes due 2014 and the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)Company’s 7.250% senior notes due 2019.

Introductory. Each of the stockholders listed on Schedule A hereto MegaBank Financial Corporation (the “Selling Stockholders”"Company"), each a direct or indirect wholly-owned subsidiary Colorado corporation, has an authorized capital stock consisting of Misys plc10,000,000 shares of Preferred Stock, a public limited company formed under the laws no par value, none of England which were outstanding as of ____________, 1998 and Wales 50,000,000 shares, no par value, of Common Stock (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”"Common Stock"), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each which 6,407,340 shares were outstanding as of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth belowsuch date. The Firm Securities Company proposes to issue and the Optional Securities are herein collectively called the “Offered Securities.” As part sell 1,200,000 shares of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation its authorized but unissued Common Stock and a direct wholly owned subsidiary shareholder of the Company (“Merger Sub,” referred to as the "Selling Shareholder" and together with named in Schedule B) proposes to sell 250,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A, as it may be amended by the Pricing Agreement hereinafter defined (the "Underwriters"), who are acting severally and not jointly. Collectively, such total of 1,450,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholder is hereinafter referred to as the "Firm Shares." In addition, the Company and the Selling Shareholder propose to grant to the Underwriters an option to purchase up to 217,500 additional shares of Common Stock ("Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Selling Shareholder that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the “Allscripts Parties”) Selling Shareholder and Eclipsys Corporationthe Representative, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary acting on behalf of the Company. After completion of the US Reorganization (as defined several Underwriters, shall enter into an agreement substantially in the Framework form of Exhibit A hereto ("Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders desire to transfer Shareholder and the Newco Shares (Representative and shall specify such applicable information as defined is indicated in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares Exhibit A hereto. The offering of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework will be governed by this Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received supplemented by the Selling Stockholders Pricing Agreement. From and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for __________________________________ (1) Plus an aggregate consideration of $577.4 million (the “Share Repurchase”)option to acquire up to 217,500 additional shares to cover overallotments.

Introductory. Each Periphonics Corporation ("Company"), a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares, $.01 par value, of Preferred Stock ("Preferred Stock"), none of which were outstanding as of______________, 1996, and 15,000,000 shares, $.01 par value, of Common Stock ("Common Stock"), of which ___________ shares were outstanding as of such date. Certain stockholders of the stockholders listed Company, acting severally and not jointly (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to sell 1,100,000 shares of the Company's issued and outstanding Common Stock hereinafter refereed to as the "Firm Shares" to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. In addition, the Selling Stockholders propose to grant to the Underwriters an option to purchase up to 165,000 additional shares of Common Stock ("Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares are hereinafter collectively referred to as the "Shares." You have advised the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”"Pricing Agreement"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and Pricing Agreement may take the Optional Securities are herein collectively called the “Offered Securities.” As part form of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion an exchange of the offering any standard form of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and written telecommunication between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limitedthe Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, a limited company formed under as supplemented by the Laws Pricing Agreement. From and after the date of England the execution and Walesdelivery of the Pricing Agreement, in this Agreement shall be deemed to incorporate the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)Pricing Agreement.

Introductory. Each of the stockholders listed on Schedule A hereto SmartHeat, Inc., a Nevada corporation (the “Selling StockholdersCompany”), each a direct or indirect whollyhas an authorized capital stock consisting of seventy-owned subsidiary five million (75,000,000) shares of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 0.001 per share (“SecuritiesCommon Stock”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional which 24,194,425 shares were outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9September 1, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys2009, and in the Agreement and Plan no other shares of Merger, dated Common Stock will have been issued as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 hereinafter defined) except for shares of Common Stock issued upon the exercise of stock options and warrants outstanding as of the date hereof, shares of Common Stock issued pursuant to the Company’s common stock director compensation policies or shares of Common Stock issued pursuant to this Agreement. The Company proposes to issue and sell 7,246,087 shares of its authorized but unissued Common Stock (“Underwritten Shares”) to the several underwriters named in Schedule A (“Underwriters”) as it may be received amended by the Selling Stockholders Pricing Agreement (as hereinafter defined), who are acting severally and Misys Patriot Limitednot jointly. In addition, the Company has granted the Underwriters options to purchase up to an aggregate of 1,086,913 additional shares of Common Stock (“Option Shares”) as provided in Section 4 hereof (collectively, the “Overallotment Option”). The Underwritten Shares and, to the extent such Overallotment Option is exercised in whole or in part, the Option Shares, are hereinafter collectively referred to as the “Shares.” You have advised the Company that the Underwriters propose to make a limited company formed under public offering of the Laws Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement (as hereinafter defined) has been executed and delivered. Prior to the purchase and public offering of England the Shares by the several Underwriters, the Company and Walesthe Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the Arsenal Exchange for an aggregate consideration form of $577.4 million Exhibit A hereto (the “Share RepurchasePricing Agreement”).. The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Underwriting Agreement (as it may be amended, supplemented or modified in accordance with its terms, this “Agreement”), as supplemented by the Pricing Agreement. From and after the time of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company hereby confirms its agreement with the Underwriters as follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare SolutionsCardiovascular Biotherapeutics, Inc., a Delaware corporation (the “Company”) ), proposes to issue and each of the Selling Stockholders also agrees to sell to the several underwriters named in Schedule A (the “Underwriters, at the option of the Underwriters, ”) an aggregate of not more than 4,050,000 additional outstanding 1,500,000 shares (the “Optional SecuritiesFirm Common Shares”) of Securities its Common Stock, par value $0.001 per share (the “Common Stock”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 225,000 shares (the “Optional Common Shares”) of Common Stock, as set forth belowprovided in Section 2. The Firm Securities Common Shares and, if and to the extent such option is exercised, the Optional Securities Common Shares are herein collectively called the “Offered Securities.” As part Common Shares”. First ▇▇▇▇▇▇ Securities Corporation (“First ▇▇▇▇▇▇”) has agreed to act as representative of the transactions described several Underwriters (in such capacity, the “Representative”) in connection with the offering and sale of the Common Shares. The Company hereby agrees to issue and sell to the Representative warrants (the “Representative’s Warrants”) to purchase an aggregate of 75,000 shares of Common Stock (the “Warrant Shares”) for a purchase price of $.001 per warrant. The Representative’s Warrants will be exercisable for the Warrant Shares for a period of four and a half years, commencing 181 days after the effective date of the Registration Statement (as hereinafter defined) at an initial exercise price per share equal to 125% of the initial public offering price per Common Share. The Warrant Shares shall be identical to the Common Shares. The Representative’s Warrants shall be substantially in the form filed as Exhibit 10.1 to the Registration Statement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-1 (File No. 333-119199), which contains a form of prospectus to be used in connection with the public offering and sale of the Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the heading Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “The Eclipsys MergerSecurities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 434 under the Securities Act, is called the “Registration Statement”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Common Shares, is called the “Prospectus”; provided, however, if the Company has, with the consent of First ▇▇▇▇▇▇, elected to rely upon Rule 434 under the Securities Act, the term “Prospectus” shall mean the Company’s prospectus subject to completion (each, a “preliminary prospectus”) dated , 2005 (such preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, is called the “Framework AgreementRule 434 preliminary prospectus”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Companyapplicable term sheet (the “Term Sheet”) prepared and filed by the Company with the Commission under Rules 434 and 424(b) under the Securities Act, and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. All references in this Agreement to the Registration Statement, the “Allscripts Parties”Rule 462(b) and Eclipsys CorporationRegistration Statement, a Delaware corporation preliminary prospectus, the Prospectus or the Term Sheet, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange▇▇▇▇▇”). Upon The Company hereby confirms its agreements with the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (Underwriters as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each Heritage-Crystal Clean, Inc. (the “Company”), a Delaware corporation, has an authorized capital stock consisting of 500,000 shares, $0.01 par value, of preferred stock (“Preferred Stock”), of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 22,000,000 shares, $0.01 par value, of common stock (“Common Stock”), of which 14,633,355 are outstanding as of the date hereof, and no other shares of Common Stock will have been issued as of the First Closing Date hereinafter defined, except for shares of Common Stock issued upon the exercise of stock options outstanding as of the date hereof or shares of Common Stock issued pursuant to this Agreement. The Company proposes to issue and sell 2,956,521 shares of its authorized but unissued Common Stock (the”Firm Shares”) to the several underwriters named in Schedule A (the “Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 443,479 additional shares of Common Stock (the “Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” You have advised the Company that the Underwriters propose to make a public offering (the “Offering”) of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 1,354,087 of the Firm Shares to be purchased by the Underwriters and 45.8% of the Option Shares (collectively, the “Reserved Shares”) shall be reserved for sale by the Underwriters to certain existing stockholders listed of the Company and certain related persons identified by them (the “Invitees”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulation Authority (“FINRA”) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the Offering contemplated hereby. Prior to the purchase and (1) Plus an option to acquire up to 443,479 additional shares to cover overallotments. Offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”), acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Pricing Agreement”), by and . The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and Misysthe Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The Offering will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto Made2Manage Systems, Inc., an Indiana corporation (the “Selling Stockholders”"Company"), each a direct or indirect wholly-owned subsidiary has an authorized capital stock consisting of Misys plc10,000,000 shares, a public limited company formed under no par value, of Common Stock ("Common Stock") and 3,662,111 shares, no par value, of Preferred Stock, of which 1,479,824 shares were outstanding as of October 15, 1997. The Company, and the laws of England and Wales (“Misys”), agrees severally with the several Underwriters persons named in Schedule B hereto II (the “Underwriters”) "Primary Selling Shareholders"), propose to sell 2,250,000 shares (the "Firm Shares") of Common Stock, of which 2,050,000 shares are to be issued and sold by the Company and 200,000 shares are to be sold by the Primary Selling Shareholders to the several underwriters named in Schedule I (the "Underwriters"), who are acting severally and not jointly. In addition, certain persons named in Schedule III (the "Option Selling Shareholders") propose to grant to the Underwriters an aggregate option to purchase up to 337,500 additional shares of 27,000,000 outstanding shares Common Stock (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”"Option Shares"), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (in the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as respective amounts set forth belowopposite their respective names in Schedule III, as provided in Section 5 hereof. The Firm Securities Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." The Primary Selling Shareholders and the Optional Securities Option Selling Shareholders are herein hereinafter collectively called referred to as the “Offered Securities"Selling Shareholders.” As part " Each Selling Shareholder has executed and delivered a Custody Agreement and a Power of Attorney in the form attached hereto as Exhibit A (collectively, the "Custody Agreement and Power of Attorney") pursuant to which each Selling Shareholder has placed his Shares in custody and appointed the persons designated therein as a committee (the "Committee") with authority to execute and deliver this Agreement on behalf of such Selling Shareholder and to take certain other actions with respect thereto and hereto. ---------------------------- *Plus an option to acquire up to 337,500 additional shares to cover over-allotments. You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the transactions described under Shares as soon as you deem advisable after the heading “The Eclipsys Merger” in registration statement hereinafter referred to becomes effective, if it has not already yet become effective. You have also advised the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of Company that the offering of Underwriters will offer and sell the Offered Securities and, subject Shares to the satisfaction or waiver of certain conditions set forth public only in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misysthose jurisdictions, and in such amounts, where due qualification and/or registration has been effected or an exemption from such qualification and/or registration is available under the Agreement applicable securities or blue sky laws of such jurisdiction. The Company and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together Selling Shareholders hereby confirm their agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each Rental Service Corporation ("Company") a Delaware corporation, will have, as of the stockholders listed on Schedule A hereto First Closing Date hereinafter defined, an authorized capital stock consisting of 350,000 shares of Redeemable Preferred Stock, $.01 par value, of which no shares were outstanding as of _________, 1997, 500,000 shares of Preferred Stock, $.01 par value, of which no shares were outstanding as of _________, 1997 and 20,000,000 shares, $.01 par value, of Common Stock (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”"Common Stock"), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each which _________ shares were outstanding as of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth belowsuch date. The Firm Securities Company proposes to issue and the Optional Securities are herein collectively called the “Offered Securities.” As part sell 3,000,000 shares of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misysits authorized but unissued Common Stock, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary certain stockholders of the Company (“Merger Sub,” collectively referred to as the "Selling Stockholders" and together with named in Schedule B) propose to sell 1,000,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. Collectively, such total of 5,500,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "Firm Shares." In addition, certain Selling Stockholders propose to grant to the Underwriters an option to purchase up to 600,000 additional shares of Common Stock ("Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the “Allscripts Parties”) Selling Stockholders and Eclipsys Corporationthe Representatives, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary acting on behalf of the Company. After completion of the US Reorganization (as defined several Underwriters, shall enter into an agreement substantially in the Framework form of Exhibit A hereto ("Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders desire to transfer and the Newco Shares (Representatives and shall specify such applicable information as defined is indicated in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares Exhibit A hereto. The offering of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework will be governed by this Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received supplemented by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for Pricing --------------------- /1/Plus an aggregate consideration of $577.4 million (the “Share Repurchase”)option to acquire up to 600,000 additional shares to cover over allotments.

Introductory. Each HealthStream, Inc. (the “Company”), a Tennessee corporation, has an authorized capital stock consisting of 10,000,000 shares, no par value, of preferred stock, of which no shares will be outstanding as of the stockholders listed First Closing Date hereinafter defined and 75,000,000 shares, no par value, of Common Stock (“Common Stock”), of which 22,222,085 shares were outstanding as of November 7, 2011, and no other shares of Common Stock will have been issued as of the First Closing Date hereinafter defined, except for shares of Common Stock issued upon the exercise of stock options outstanding as of November 7, 2011 or shares of Common Stock issued pursuant to this Agreement. The Company proposes to issue and sell 3,100,000 shares of its authorized but unissued Common Stock, and certain shareholders of the Company (as named in Schedule B, the “Selling Shareholders”) propose to sell in the aggregate 150,000 shares (including 50,000 shares being offered upon the exercise of validly issued options that are vested and exercisable as of the date hereof) of the Company’s issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. Collectively, such total of 3,250,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholders is hereinafter referred to as the “Firm Shares.” In addition, the Company proposes to grant to the Underwriters an option to purchase up to an aggregate of 487,500 additional shares of Common Stock (the “Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”) has advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering (the “Offering”) of their respective portions of the Shares as soon as the Representative deems advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Shareholders and the Representative, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Pricing Agreement”), by and between . The Pricing Agreement may take the Company and Misys, and in the Agreement and Plan form of Merger, dated as an exchange of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and any standard form of written telecommunication among the Company, Arsenal Merger Corp.the Selling Shareholders and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The Offering will be governed by this Agreement, a Delaware corporation as supplemented by the Pricing Agreement. From and a direct wholly owned subsidiary after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. 1 Plus an option to acquire up to an aggregate of 487,500 additional shares to cover overallotments, if any. The Company (“Merger Sub,” and together the Selling Shareholders hereby confirm their agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc.Surety Capital Corporation, a Delaware corporation (the “"Company”"), proposes to issue and sell 1,500,000 shares ("Firm Shares") and each of the Selling Stockholders also agrees to sell its authorized but unissued Common Stock, par value $.01 per share ("Common Stock"), to the several underwriters named in Schedule I as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), at who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 225,000 additional shares of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares Common Stock (“Optional Securities”"Additional Shares") of Securities as set forth belowprovided in Section 4 hereof. The Firm Securities Shares, and to the extent such option is exercised, the Additional Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Optional Securities are herein collectively called Pricing Agreement hereinafter defined has been executed and delivered. ---------------- * Plus an option to acquire up to 225000 additional shares to cover over allotments. Prior to the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the purchase and public offering of the Offered Securities andShares by the several Underwriters, subject to the satisfaction or waiver Company and the Representative, acting on behalf of certain conditions set forth the several Underwriters, shall enter into a pricing agreement substantially in the Framework form of Exhibit A hereto ("Pricing Agreement, dated as "). The Pricing Agreement may take the form of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and an exchange of any standard form of written telecommunication between the Company and Misysthe Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” execution and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary delivery of the CompanyPricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. After completion The Company hereby confirms its agreements with respect to the purchase of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).Underwriters as follows:

Introductory. Each Pursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”), the selling stockholders listed on Schedule A hereto (the “Selling Stockholders”)) propose, each a direct or indirect wholly-owned subsidiary of Misys plcseverally and not jointly, a public limited company formed under the laws of England and Wales to sell to Credit Suisse Securities (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto USA) LLC (the “UnderwritersUnderwriter”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding 4,366,209 shares (“Firm Securities”) of the Class A common stock, par value $0.01 per share (“Securities”), ) of Allscripts-Misys Healthcare Solutions▇▇▇▇▇▇▇ Minerals, Inc., a Delaware corporation (the “Company”) and each ), (such 4,366,209 shares of Securities being hereinafter referred to as the “Firm Securities”). The Selling Stockholders have also agrees agreed, severally and not jointly, to sell to the UnderwritersUnderwriter, at the option of the UnderwritersUnderwriter, an aggregate of not more than 4,050,000 654,931 additional outstanding shares of Securities (the “Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of and the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering proposed sale of the Offered Securities andis referred to herein as the “Offering”. A portion of the Offered Securities to be sold by the Selling Stockholders consists of Securities that are issuable upon redemption of units in ▇▇▇▇▇▇▇ Minerals Holdings, subject LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ LLC”), pursuant to the satisfaction or waiver First Amended and Restated Limited Liability Company Agreement of certain conditions set forth in the Framework Agreement▇▇▇▇▇▇▇ LLC, dated as of June 9April 23, 20102019, as amended immediately prior to the Closing Date on July 26, 2010 which such Offered Securities are to be sold (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving any such redemption being hereinafter referred to as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share RepurchaseRedemption Transaction”).

Introductory. Each of the stockholders listed on Schedule A hereto Team Financial, Inc. (the “Selling Stockholders”"Company"), each a direct or indirect wholly-owned subsidiary bank holding company, has an authorized capital stock consisting of Misys plc10,000,000 shares of Preferred Stock, a public limited company formed under the laws none of England which were outstanding as of June __, 1999, and Wales 50,000,000 shares of Common Stock (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”"Common Stock"), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each which ____________ shares were outstanding as of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth belowsuch date. The Firm Securities Company proposes to issue and the Optional Securities are herein collectively called the “Offered Securities.” As part sell 700,000 shares of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation its authorized but unissued Common Stock and a direct wholly owned subsidiary shareholder of the Company (“Merger Sub,” referred to as the "Selling Shareholder" and together with named in Schedule B) proposes to sell 300,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A, as it may be amended by the Pricing Agreement hereinafter defined (the "Underwriters"), who are acting severally and not jointly. Collectively, such total of 1,000,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholder is hereinafter referred to as the "Firm Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 150,000 additional shares of Common Stock ("Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Selling Shareholder that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and after the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the “Allscripts Parties”) Selling Shareholder and Eclipsys Corporationthe Representative, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary acting on behalf of the Company. After completion of the US Reorganization (as defined several Underwriters, shall enter into an agreement substantially in the Framework form of Exhibit A hereto ("Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written communication between the Company, the Selling Stockholders desire Shareholder and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. ----------------- *Plus an option to transfer the Newco Shares (as defined in the Framework Agreement) acquire up to the Company in exchange for 61,308,295 newly issued 150,000 additional shares to cover overallotments. The offering of the Company’s common stock (such newly issued sharesShares will be governed by this Agreement, as supplemented by the “Exchange Shares”Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the transfer of Selling Shareholder hereby confirm their agreements with the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (Underwriters as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each Midwest Banc Holdings, Inc. ("Company"), a Delaware corporation, has an authorized capital stock consisting of 17,000,000 shares of Common Stock, $.01 par value ("Common Stock"), of which 10,015,898 shares were outstanding as of __________, 1998 and 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of __________, 1998. The Company proposes to issue and sell 1,100,000 shares of its authorized but unissued Common Stock ("Firm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 165,000 additional shares of Common Stock ("Option Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the stockholders listed Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Underwriters shall use their best efforts to sell the Shares to as many investors as possible, provided that the maximum number of Shares sold to any purchaser in the offering shall not exceed 50,000 and the number of Shares to be sold to institutional investors shall not exceed 25% of the offering without the prior written consent of the Company. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and you, as the Representative, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”"Pricing Agreement"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and Pricing Agreement may take the Optional Securities are herein collectively called the “Offered Securities.” As part form of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion an exchange of the offering any standard form of the Offered Securities and, subject written ----------------------- *Plus an option to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and acquire up to 165,000 additional shares to cover overallotments. communication between the Company and Misysthe Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each American Public Education, Inc. (the “Company”), a Delaware corporation, has an authorized capital stock consisting of 10,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 100,000,000 shares, $0.01 par value, of Common Stock (“Common Stock”), of which 17,940,439 shares were outstanding as of September 30, 2008, and no other shares of Common Stock will have been issued as of the First Closing Date hereinafter defined, except for shares of Common Stock issued upon the exercise of stock options outstanding as of September 30, 2008, 1,218 shares of Common Stock issued pursuant to the Company’s director compensation policies or shares of Common Stock issued pursuant to this Agreement. The Company proposes to issue and sell 15,000 shares of its authorized but unissued Common Stock, and certain stockholders listed of the Company (as named in Schedule B, the “Selling Stockholders”) propose to sell in the aggregate 3,791,657 shares of the Company’s issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. Collectively, such total of 3,806,657 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, the Selling Stockholders propose to grant to the Underwriters options to purchase up to an aggregate of 421,295 additional shares of Common Stock (“Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent such options are exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representative, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Pricing Agreement”), by and between . The Pricing Agreement may take the Company and Misys, and in the Agreement and Plan form of Merger, dated as an exchange of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and any standard form of written telecommunication among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England Representative and Wales, in the Arsenal Exchange for shall 1 Plus options to acquire up to an aggregate consideration of $577.4 million (421,295 additional shares to cover overallotments. specify such applicable information as is indicated in Exhibit A hereto. The offering of the “Share Repurchase”).Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Selling Stockholders hereby confirm their agreement with the Underwriters as follows:

Introductory. Each Banc of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc.America Funding Corporation, a Delaware corporation (the “"Company”) and each of the Selling Stockholders also agrees "), proposes to sell to Banc of America Securities LLC ("BAS" or the Underwriters, at "Underwriter") $1,091,019,100 aggregate Class Certificate Balance of its Mortgage Pass-Through Certificates identified in Schedule I hereto (the option of "Offered Certificates") having the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions initial Class Certificate Balances set forth in Schedule I (subject to an upward or downward variance, not to exceed 5%, of the Framework precise initial Class Certificate Balance within such range to be determined by the Company in its sole discretion). The Offered Certificates, together with nine classes of subordinate certificates (the "Non-Offered Certificates") are collectively referred to herein as the "Certificates" and evidence the entire ownership interest in the assets of a trust estate (the "Trust Estate") consisting primarily of a pool of variable interest rate mortgage loans having original terms to maturity of approximately 341 to approximately 360 months as described in Schedule I (the "Mortgage Loans") to be acquired by the Company pursuant to a mortgage loan purchase agreement (the "Mortgage Loan Purchase Agreement"), dated as of June 9January 31, 20102006 by and between the Company, as amended on July 26purchaser and Bank of America, 2010 (National Association, as in existence seller. As of the close of business on the date hereofspecified in Schedule I as the cut-off date (the "Cut-off Date"), the “Framework Mortgage Loans will have the aggregate principal balance set forth in Schedule I. This Underwriting Agreement shall hereinafter be referred to as the "Agreement”." Elections will be made to treat the assets of the Trust Estate as multiple separate real estate mortgage investment conduits (each, a "REMIC"). The Certificates are to be issued pursuant to a pooling and servicing agreement, dated January 31, 2006 (the "Pooling Agreement"), among the Company, as depositor, ▇▇▇▇▇ Fargo Bank, N.A., as master servicer (the "Master Servicer") and as securities administrator (the "Securities Administrator"), and U.S. Bank National Association, as trustee (the "Trustee"). The Offered Certificates will be issued in the denominations specified in Schedule I. The Pooling Agreement, this Agreement, the Mortgage Loan Purchase Agreement and the purchase agreement, to be dated January 31, 2006, by and between the Company and MisysBAS, as purchaser, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, "Purchase Agreement") are collectively referred to herein as the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of "Basic Documents." Capitalized terms used herein that are not otherwise defined herein have the Company. After completion of the US Reorganization (as defined meanings assigned thereto in the Framework Pooling Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Thermo ▇▇▇▇▇▇ Scientific Inc., a Delaware corporation (the “Company”) and each of ▇.▇. ▇▇▇▇▇▇ Securities LLC, in its capacity as agent for an affiliate of the Selling Stockholders also agrees to sell to JPM Forward Purchaser (as defined below) (in such agency capacity, the Underwriters“JPM Forward Seller”), and Barclays Capital Inc., in its capacity as agent for an affiliate of the Barclays Forward Purchaser (as defined below) (in such agency capacity, the “Barclays Forward Seller” and, together with the JPM Forward Seller, the “Forward Sellers”), at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary request of the Company (“Merger Sub,” and together in connection with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date Forward Sale Agreements (as defined below), repurchase 24,442,083 shares confirm their respective agreements with you and each of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, several Underwriters listed in the Arsenal Exchange for an aggregate consideration of $577.4 million Schedule A hereto (the “Share RepurchaseUnderwriters”), for whom you are acting as representatives (the “Representatives”), with respect to (a) subject to Section 10 hereof, the sale by the Forward Sellers and the purchase by the Underwriters, acting severally and not jointly, of an aggregate of 25,730,994 shares of common stock, par value $1.00 per share, of the Company (such common stock the “Common Stock” and such shares of Common Stock, the “Borrowed Underwritten Shares”) and (b) the grant by the Forward Sellers or the Company, as applicable, to the Underwriters, in each case acting severally and not jointly, of the option described in Section 2 hereof to purchase all or any portion of an additional 3,859,649 shares of Common Stock (the “Option Shares”). Any Option Shares sold to the Underwriters by the Forward Sellers pursuant to Section 2 hereof upon exercise of the option described in Section 2 hereof are herein referred to as the “Borrowed Option Shares,” and any Option Shares sold to the Underwriters by the Company pursuant to Section 2 hereof upon exercise of such option are herein referred to as the “Company Option Shares.” The Borrowed Underwritten Shares and the Company Top-Up Underwritten Shares (as defined in Section 10 hereof) are herein referred to collectively as the “Underwritten Shares.” The Company Top-Up Underwritten Shares, the Company Option Shares and the Company Top-Up Option Shares (as defined in Section 10 hereof) are herein referred to collectively as the “Company Shares.” The Borrowed Underwritten Shares and the Borrowed Option Shares are herein referred to collectively as the “Borrowed Shares.” The Underwritten Shares and the Option Shares are herein referred to collectively as the “Shares.” The shares of Common Stock to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare SolutionsOneSource Information Services, Inc., a Delaware corporation (the “"Company”"), as of the First Closing Date (hereinafter defined) but excluding the transactions contemplated hereby, will have an authorized capital stock consisting of ______ shares of Preferred Stock, $.01 par value, of which no shares will be outstanding as of such date and ________ shares of Common Stock, $.01 par value ("Common Stock"), of which ____________ shares will be outstanding as of such date. The Company proposes to issue and sell 1,750,000 shares of its authorized but unissued Common Stock, and certain stockholders of the Company (collectively referred to as the "Venture Capital Selling Stockholders" and named in Schedule B-1) propose to sell ______ shares of the Company's issued and outstanding Common Stock to the several underwriters ("Underwriters") named in Schedule A, as it may be amended by the Pricing Agreement (hereinafter defined), who are acting severally and not jointly. Collectively, such total of ___________ shares of Common Stock proposed to be sold by the Company and the Venture Capital Selling Stockholders is hereinafter referred to as the "Firm Shares." In addition, the Venture Capital Selling Stockholders and certain other stockholders of the Company (collectively referred to as the "Management Selling Stockholders" and named in Schedule B-2, and together with the Venture Capital Selling Stockholders being collectively referred to as the "Selling Stockholders" propose to grant to the Underwriters an option to purchase up to an aggregate of __________ additional shares of Common Stock ("Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement (hereinafter defined) has been executed and delivered. (1) Plus an option to acquire up to __ additional shares to cover over-allotments. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto ("Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the Underwriters agree that up to _____ Shares to be purchased by the Underwriters ("Reserved Shares") shall be reserved for sale by the Underwriters to certain eligible employees and other persons, subject to the terms of this Agreement, the Pricing Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that such Reserved Shares are not orally confirmed for purchase by such eligible employees and other persons by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public as part of the public offering contemplated hereby. The Company and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together hereby confirm their agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each ProBusiness Services, Inc. ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 5,000,000 shares of Preferred Stock, $0.001 par value, none of which were outstanding as of June 30, 1998 and 60,000,000 shares, $0.001 par value, of Common Stock ("COMMON STOCK"), of which ________ shares were outstanding as of such date. The Company proposes to issue and sell ________ shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to __________ additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the stockholders listed Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. (1) Plus an option to acquire up to _____ additional shares to cover overallotments. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”"PRICING AGREEMENT"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and Pricing Agreement may take the Optional Securities are herein collectively called the “Offered Securities.” As part form of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion an exchange of the offering any standard form of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and written telecommunication between the Company and Misysthe Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each Mazel Stores, Inc., an Ohio corporation ("Company"), has an authorized capital stock consisting of 2,000,000 shares of Preferred Stock, no par value per share, of which no shares will be outstanding as of the stockholders listed First Closing Date hereinafter defined, and 14,000,000 shares of Common Stock, no par value per share ("Common Stock"), of which ________ shares will be outstanding as of such date. The Company proposes to issue and sell 2,145,000 shares of its authorized but unissued Common Stock ("Firm Shares") to the several underwriters named in SCHEDULE A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 321,750 additional shares of Common Stock ("Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of EXHIBIT A hereto (the “Selling Stockholders”"Pricing Agreement"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and Pricing Agreement may take the Optional Securities are herein collectively called the “Offered Securities.” As part form of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion an exchange of the offering any standard form of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and written telecommunication between the Company and Misysthe Representatives and shall specify such applicable information as is indicated in EXHIBIT A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc▇▇▇▇▇▇ Investment Management Corp., a public limited company formed under the laws of England and Wales Maryland corporation (“MisysCompany”), agrees severally with the several Underwriters named in Schedule B A hereto (the “Underwriters”) to issue and sell to the several Underwriters an $265,000,000 aggregate of 27,000,000 outstanding shares principal amount (“Firm Securities”) of the common stock, par value $0.01 per share its 4.50% Convertible Senior Subordinated Notes due 2019 (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 $25,000,000 additional outstanding shares aggregate principal amount of its 4.50% Convertible Senior Subordinated Notes due 2019 (“Optional Securities”), all to be issued under the Subordinated Indenture, dated as of January 13, 2012 (the “Base Indenture”) between the Company and ▇▇▇▇▇ Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a First Supplemental Indenture to be dated as of Securities the First Closing Date (as set forth belowdefined herein) between the Company and the Trustee (as so supplemented, the “Indenture”). The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part ”. The Securities will be convertible into cash, shares of common stock, par value $0.01, of the transactions described under Company (“Common Stock”) or a combination of cash and shares of Common Stock, at the heading “The Eclipsys Merger” in option of the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of . Concurrently with the offering of the Offered Securities andSecurities, subject the Company is offering, in an offering registered under the Act (as defined herein), by means of a prospectus supplement and related prospectus, and proposes to issue and sell to the satisfaction or waiver of certain conditions set forth several underwriters named in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 underwriting agreement for such offering (as in existence on the date hereof, the “Framework AgreementCommon Stock Underwriters”), by and between the Company and Misys, and in the Agreement and Plan 6,000,000 shares of Merger, dated as of June 9, 2010 Common Stock (as in existence on the date hereof, the “Merger AgreementFirm Shares”). The Company also proposes to issue and sell to the several Common Stock Underwriters not more than an 900,000 additional shares of Common Stock (the “Additional Shares”), by if and among to the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary extent that the representatives of the Company (“Merger Sub,” and together with Common Stock Underwriters shall have determined to exercise, on behalf of the CompanyCommon Stock Underwriters, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire right to transfer the Newco purchase Additional Shares (as defined in the Framework Agreement) pursuant to the Company in exchange for 61,308,295 newly issued shares of option granted to the Company’s common stock (such newly issued shares, Common Stock Underwriters. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the “Exchange Shares.”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).

Introductory. Each The stockholders of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc.Susser Holdings Corporation, a Delaware corporation (the “Company”), named in Schedule B hereto (the “Selling Stockholders”) and each of the Selling Stockholders also agrees confirm their respective agreements to sell to the Underwriters▇▇▇▇▇▇▇ Lynch, at the option of the UnderwritersPierce, an aggregate of not more than 4,050,000 additional outstanding shares ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“Optional Securities▇▇▇▇▇▇▇ ▇▇▇▇▇”) of Securities as set forth below. The Firm Securities and Jefferies & Company, Inc. (“Jefferies”) and the Optional Securities are herein collectively called other several Underwriters named in Schedule A (the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework AgreementUnderwriters”), by acting severally and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereofnot jointly, the “Merger Agreement”)respective number of shares of Common Stock, by and among the Companypar value $0.01 per share, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” Common Stock”) set forth in Schedule A hereto and together with the Companygrant by the Selling Stockholders to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 750,000 additional shares of Common Stock. The aforesaid 5,000,000 shares of Common Stock (the “Initial Securities”) to be purchased by the Underwriters and all or any part of the 750,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Option Securities”) are herein called, collectively, the “Allscripts PartiesSecurities.” ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Jefferies have agreed to act as the representatives of the several Underwriters (collectively, the “Representatives”) in connection with the offering and Eclipsys Corporationsale of the Securities. The Company and the Selling Stockholders understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3 (File No. 333-177265) covering the public offering and sale of certain securities, a Delaware corporation including the Securities, under the Securities Act of 1933, as amended (the “TargetSecurities Act”), Merger Sub will merge with and into Targetthe rules and regulations promulgated thereunder (the “Securities Act Regulations”), with Target surviving which shelf registration statement has been declared effective by the Commission. The Registration Statement contains a prospectus referred to herein as the “Base Prospectus.” Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a wholly owned subsidiary part thereof as of such time pursuant to Rule 430B under the Securities Act Regulations (“Rule 430B”), and is referred to herein as the “Registration Statement;” provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the Company. After completion time of the US Reorganization first contract of sale for the Securities, which time shall be considered the “new effective date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as defined in the Framework Agreement)of such time, the Selling Stockholders desire documents incorporated or deemed incorporated by reference therein at such time pursuant to transfer Item 12 of Form S-3 under the Newco Shares (Securities Act and the documents otherwise deemed to be a part thereof as defined in of such time pursuant to Rule 430B. Any registration statement filed pursuant to Rule 462(b) of the Framework AgreementSecurities Act Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each preliminary prospectus supplement to the Company Base Prospectus used in exchange for 61,308,295 newly issued shares connection with the offering of the Company’s common stock (such newly issued shares, Securities prior to the “Exchange Shares”, and the transfer filing of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date Prospectus (as defined below), repurchase 24,442,083 shares of including the Company’s common stock documents incorporated or deemed to be received incorporated by the Selling Stockholders and Misys Patriot Limited, a limited company formed reference therein pursuant to Item 12 of Form S-3 under the Laws Securities Act, together with the Base Prospectus, are collectively referred to herein as a “preliminary prospectus.” Promptly after execution and delivery of England this Agreement, the Company will prepare and Walesfile a final prospectus supplement to the Base Prospectus relating to the Securities in accordance with the provisions of Rule 424(b) under the Securities Act Regulations (“Rule 424(b)”). The final prospectus supplement, in the Arsenal Exchange form first furnished or made available to the Underwriters for an aggregate consideration use in connection with the offering of $577.4 million (the Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, together with the Base Prospectus, are collectively referred to herein as the “Share RepurchaseProspectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“▇▇▇▇▇”).. As used in this Agreement:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plcTiga Acquisition Corp., a public limited Cayman Islands exempted company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) ), proposes to issue and each of the Selling Stockholders also agrees to sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), at for whom you are acting as representatives (the option of the Underwriters“Representatives”), an aggregate of not more than 4,050,000 20,000,000 units (the “Units”) of the Company. The respective amounts of Units to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto and are referred to the “Firm Securities.” The Company also proposes to grant to the Underwriters the option to purchase up to 3,000,000 additional outstanding shares Units (the “Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of the transactions described under the heading this agreement (this “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan . Each Unit consists of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares one of the Company’s common stock (such newly issued Class A ordinary shares, par value $0.0001 per share (the “Exchange Ordinary Shares”), and the transfer one-half of the Newco Shares to the Company in exchange for the Exchange Shares, one redeemable warrant (the “Arsenal ExchangeWarrants”). Upon Each whole Warrant entitles the terms and holder of such Warrant to purchase one Ordinary Share from the Company at a price of $11.50, subject to adjustment, per Ordinary Share. The Ordinary Shares and Warrants included in the conditions Units will not trade separately until the 52nd day following the date of the Framework AgreementProspectus ,or, if such date is not a Business Day, the following Business Day, unless the Representatives inform the Company willof their decision to allow earlier separate trading, on and provided: (a) the First Closing Date Company has provided an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), repurchase 24,442,083 shares (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, only whole Warrants will trade and pursuant to the Warrant Agreement (as defined below), only a whole Warrant may be exercised. The Warrants shall become exercisable during the period commencing on the later of: (i) thirty (30) days after the completion of the Company’s common stock to be received by initial Business Combination (as defined below) and (ii) twelve (12) months from the Selling Stockholders date of the consummation of the Offering, and Misys Patriot Limitedsuch Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation. As used herein, a limited company formed under the Laws of England and Wales, term “Business Combination” (as described more fully in the Arsenal Exchange for an aggregate consideration of $577.4 million (Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the “Share Repurchase”).Company. The Company has entered into certain agreements on or prior to the date hereof:

Introductory. Each Certain shareholders of the stockholders listed on Schedule A hereto Dollar Tree Stores, Inc., a Virginia corporation (the “Selling Stockholders”"Company"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B annexed hereto (the “Underwriters”"Selling Shareholders") propose to transfer and sell an aggregate of (a) 10,747,848 shares of the outstanding Common Stock, $.01 par value per share, of the Company (the "Common Stock") and (b) warrants to purchase 4,252,152 shares of Common Stock, to the several underwriters named in Schedule A annexed hereto (the "Underwriters"), for whom you are acting as Representatives. Said aggregate of 10,747,848 shares of Common Stock are herein called the "Firm Common Shares", and said Warrants to purchase 4,252,152 shares of Common Stock are herein called the "Warrants". In addition, the Selling Shareholders propose to grant to the Underwriters an aggregate option to purchase up to 2,250,000 additional shares of 27,000,000 outstanding Common Stock (the "Optional Common Shares"), as provided in Section 5 hereof. The Firm Common Shares and, to the extent the option described in Section 5 hereof is exercised, the Optional Common Shares, are hereinafter collectively referred to as the "Common Shares." The Common Shares and the shares (“Firm Securities”) of Common Stock issuable upon exercise of the common stockWarrants are hereinafter collectively referred to as the "Shares". You have advised the Company and the Selling Shareholders that the Underwriters propose to make a public offering of the Shares on the effective date of the registration statement hereinafter referred to, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) or as soon thereafter as in your judgment is advisable. The Company and each of the Selling Stockholders also agrees to sell Shareholders hereby confirm their respective agreements with respect to the Underwriters, at the option purchase of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities Common Shares and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received Warrants by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).Underwriters as follows:

Introductory. Each National Research Corporation ("Company") a Nebraska corporation, has an authorized capital stock consisting of the stockholders listed on Schedule A hereto ______ shares of Preferred Stock, $________ par value, of which ______ shares were outstanding as of ____________, 19___ and ________ shares, $____ par value, of Common Stock (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”"Common Stock"), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each which ________ shares were outstanding as of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth belowsuch date. The Firm Securities Company proposes to issue and the Optional Securities are herein collectively called the “Offered Securities.” As part sell _______ shares of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misysits authorized but unissued Common Stock, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary shareholder of the Company (“Merger Sub,” referred to as the "Selling Shareholder" and together with named in Schedule B) propose to sell ______ shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. Collectively, such total of ________ shares of Common Stock proposed to be sold by the Company and the Selling Shareholder is hereinafter referred to as the "Firm Shares." In addition, the Selling Shareholder proposes to grant to the Underwriters an option to purchase up to ______ additional shares of Common Stock ("Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Selling Shareholder that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. _________________ 1 Plus an option to acquire up to ____ additional shares to cover allotments. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the “Allscripts Parties”) Selling Shareholder and Eclipsys Corporationthe Representatives, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary acting on behalf of the Company. After completion of the US Reorganization (as defined several Underwriters, shall enter into an agreement substantially in the Framework form of Exhibit A hereto ("Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders desire to transfer Shareholder and the Newco Shares (Representatives and shall specify such applicable information as defined is indicated in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares Exhibit A hereto. The offering of the Company’s common stock (such newly issued sharesShares will be governed by this Agreement, as supplemented by the “Exchange Shares”Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the transfer of Selling Shareholder hereby confirm their agreements with the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (Underwriters as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc.▇▇▇▇▇▇▇ ▇▇▇▇ Homes, a Delaware corporation (the “Company”) and each agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to sell to the Underwriters 1,000,000 6.50% tangible equity units (the “Units”) of the Selling Stockholders Company (such tangible equity units being hereinafter referred to as the “Firm Securities”). The Company also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares 150,000 Units (“Optional Securities”) of Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part Each Offered Security has a stated amount of $100 (the transactions described “Stated Amount”) and consists of (1) a prepaid stock purchase contract (each, a “Purchase Contract”) under which the heading “The Eclipsys Merger” in holder has purchased and the Company’s preliminary prospectus supplementCompany will agree to automatically deliver on December 1, dated August 16, 2010, following completion of the offering of the Offered Securities and2017, subject to acceleration in connection with any early settlement of such Purchase Contract pursuant to the satisfaction or waiver provisions thereof and of certain conditions set forth in the Framework Purchase Contract Agreement (the “Purchase Contract Agreement”), to be dated as of June 9the Closing Date (as defined herein), 2010by and between the Company, U.S. Bank National Association, as amended on July 26, 2010 purchase contract agent (as in existence on the date hereofsuch capacity, the “Framework AgreementPurchase Contract Agent”) and U.S. Bank National Association, as trustee under the Indenture (as defined herein) (the “Trustee”), a number of shares (the “Issuable Common Stock”) of Class A Common Stock, par value $0.01 per share (the “Common Stock”) of the Company, determined pursuant to the terms of the Purchase Contract and the Purchase Contract Agreement and (2) a senior subordinated amortizing note with a scheduled final installment payment date of December 1, 2017 (each, an “Amortizing Note’) issued by the Company, each of which Amortizing Note will have an initial principal amount of $18.01 and will pay equal quarterly installment of $1.625 (or, in the case of the installment payment due on March 1, 2015, $1.8056), which in the aggregate would be equivalent to a 6.50% cash distribution per year on the Stated Amount per Offered Security. The Amortizing Notes will be issued pursuant to an indenture, as supplemented by a related supplemental indenture, in each case, to be dated as of the Closing Date (together, as further amended and supplemented, the “Indenture”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub Trustee. The Purchase Contracts will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) be issued pursuant to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”)Purchase Contract Agreement. Upon the terms and subject to the conditions of the Framework This Agreement, the Company willOffered Securities, on the First Closing Date (Purchase Contract Agreement, the Issuable Common Stock and the Indenture are referred to herein collectively as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share RepurchaseSecurities Documents”). Each reference herein to the Offered Securities, the Firm Securities or the Optional Securities will be deemed to include a reference to the constituent Purchase Contracts and Amortizing Notes, unless the context otherwise requires.

Introductory. Each of the stockholders listed on The persons named in Schedule A hereto (each a “Selling Stockholder” and collectively, the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plcseverally and not jointly, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) propose to sell to the several Underwriters (as defined below) an aggregate of 27,000,000 10,700,000 outstanding shares (“Firm Securities”) of the common stock, $0.01 par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare SolutionsNational CineMedia, Inc., a Delaware corporation (the “Company”) ), and each of the Selling Stockholders also agrees propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 1,337,500 additional outstanding shares (“Optional Securities”) of the Company’s Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part The Firm Securities and the Optional Securities are comprised of Securities issuable upon redemption of a like number of outstanding common membership units (the transactions described under “Common Units”) of National CineMedia, LLC, a Delaware limited liability company (“NCM LLC”), held by each Selling Stockholder, which Common Units such Selling Stockholder intends to redeem, and which Securities the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplementCompany intends to issue to such Selling Stockholder upon such redemption, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject prior to the satisfaction or waiver First Closing Date and the Optional Closing Date, as applicable (as such terms are defined below), in accordance with the Third Amended and Restated Limited Liability Company Operating Agreement of certain conditions set forth in NCM LLC, as amended by the Framework Agreement, First Amendment thereto dated as of June 9March 16, 2010, as amended on July 26, 2010 2009 and the Second Amendment (as in existence on the date hereofdefined below) (as so amended, the “Framework NCM LLC Agreement”), by the Company’s Amended and between Restated Certificate of Incorporation and the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 Waiver (as in existence on the date hereof, defined below) (the “Merger AgreementRedemption”). Prior to the First Closing Date, by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) Selling Stockholders and Eclipsys Corporationthe other members of NCM LLC propose to enter into a Second Amendment to the NCM LLC Agreement, a Delaware corporation copy of which has been provided to the Underwriters, with respect to certain provisions governing the Redemption (the “TargetSecond Amendment”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to Stockholders, Cinemark Holdings, Inc. and the Company in exchange propose to execute a waiver with respect to certain notice periods for 61,308,295 newly issued shares of the Company’s common stock Redemption under the NCM LLC Agreement (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal ExchangeWaiver”). Upon the terms and subject to the conditions Each of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under each of the Laws Company and NCM LLC hereby agrees with the several Underwriters named in Schedule B hereto (“Underwriters”) that any and all references in this Agreement to “subsidiaries” of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)Company shall be deemed to include NCM LLC.

Introductory. Each of the stockholders listed on Schedule A hereto Hi-Crush Partners LP, a Delaware limited partnership (the “Selling StockholdersPartnership”), each a direct or indirect whollyand Hi-owned subsidiary of Misys plcCrush GP LLC, a public Delaware limited liability company formed under and the laws general partner of England the Partnership (the “General Partner” and Wales (together with the Partnership, the “MisysPartnership Parties”), agrees severally with the several Underwriters named in Schedule B hereto [ ] (the “UnderwritersManager”) to issue and sell from time to time through the several Underwriters an aggregate of 27,000,000 outstanding shares Manager, as sales agent and/or as principal, its common units representing limited partnership interests in the Partnership, (the “Firm Securities”) of the common stock, par value $0.01 per share (“Offered Securities”). The Partnership Parties have also entered into Distribution Agency agreements, dated of Allscriptseven date herewith (the “Alternative Distribution Agency Agreements”), with each of Credit Suisse Securities (USA) LLC (“Credit Suisse”), UBS Securities LLC (“UBS”), and ▇▇▇▇▇ and Company, LLC (“Cowen”, and collectively, the “Alternative Managers”). The aggregate gross sales price of the Offered Securities that may be sold pursuant to this Agreement and the Alternative Distribution Agency Agreements shall not exceed $50 million (the “Maximum Amount”). This Agreement and the Alternative Distribution Agency Agreements are sometimes hereinafter referred to collectively as the “Distribution Agreements”. The Manager agrees that whenever the Partnership determines to sell the Offered Securities through the Manager, acting as sales agent, the Manager will send to the Partnership a notice (a “Transaction Notice”), confirming the agreed terms of such proposed transaction and the Partnership shall promptly indicate its acceptance thereof by countersigning and returning such Transaction Notice by the means set forth in Section 10 hereof or by sending an email confirming acceptance of such Transaction Notice (provided, that following such email confirming acceptance, the Partnership will also promptly return the countersigned Transaction Notice to the Manager by the means set forth in Section 10 hereof), in each case in accordance with Section 3 of this Agreement. The Partnership Parties hereby agree that once it provides a Transaction Notice to the Manager, it will not provide any orders, or offer to sell any Offered Securities, to any Alternative Manager prior to the completion or termination of the transactions contained in the Transaction Notice. The Partnership agrees that whenever it determines to sell the Offered Securities directly to the Manager, as principal, it will enter into a separate agreement (a “Terms Agreement”) in form and substance satisfactory to the Manager relating to such sale in accordance with Section 3 of this Agreement. In this Agreement, the Partnership, the General Partner, Hi-Misys Healthcare SolutionsCrush ▇▇▇▇▇▇▇▇ LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇▇”), Hi-Crush Railroad LLC, a Delaware limited liability company (“Railroad”), Hi-Crush Augusta Acquisition Co. LLC, a Delaware limited liability company (“Acquisition Co.”), Hi-Crush Augusta LLC, a Delaware limited liability company (“Augusta”), Hi-Crush Wyeville LLC, a Delaware limited liability company (“Wyeville”), Hi-Crush Operating LLC, a Delaware limited liability company (“Operating”), D & I Silica, LLC, a Pennsylvania limited liability company (“D&I”), Hi-Crush Canada Inc., a Delaware corporation, Hi-Crush Canada Distribution, a British Columbia corporation, Hi-Crush LMS LLC, a Delaware limited liability company (“LMS”), Hi-Crush Investments Inc., a Delaware corporation (the “CompanyInvestments”) and each of the Selling Stockholders also agrees to sell to the Underwriters), at the option of the UnderwritersHi-Crush PODS LLC, an aggregate of not more than 4,050,000 additional outstanding shares a Delaware limited liability company (“Optional SecuritiesPODS”) of Securities as set forth below. The Firm Securities ), and the Optional Securities Hi-Crush ▇▇▇▇▇ LLC, a Delaware limited liability company (“▇▇▇▇▇”), are herein collectively called the “Offered SecuritiesOperating Subsidiaries.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereofPartnership Parties, the “Framework Agreement”), by Operating Subsidiaries and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Hi-Crush Finance Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“TargetFinance”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, are collectively called the “Exchange SharesPartnership Entities” and each singularly is a “Partnership Entity”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).

Introductory. Each Northrop Grumman Corporation, a Delaware corporation (the "Company"), proposes to issue and sell from time to time, in one or more series, on terms to be decided at the time of offering, (i) its 7.25% Equity Security Units (the "Underwritten Units") and, at the election of the stockholders listed on Schedule A hereto Underwriters (as defined below), an additional number of 7.25% Equity Security Units (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”"Option Units") to sell to the several Underwriters an aggregate cover over-allotments and (ii) shares of 27,000,000 outstanding shares (“Firm Securities”) of the its common stock, par value $0.01 1.00 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation the "Common Stock") (the “Company”"Underwritten Shares") and each of the Selling Stockholders also agrees to sell to the Underwritersand, at the option election of the Underwriters, an aggregate additional number of not more than 4,050,000 additional outstanding shares of Common Stock to cover over-allotments (the "Option Shares"). Each Equity Security Unit will have a stated amount of $100.00 and will initially be comprised of (a) a purchase contract (the "Purchase Contract") under which the holder will purchase from the Company on November 16, 2004, a number of shares (“Optional Securities”the "Issuable Common Stock") of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part Common Stock of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject Company equal to the satisfaction or waiver of certain conditions Settlement Rate as set forth in the Framework Purchase Contract Agreement (as defined below) and (b) a 5.25% senior note due 2006 of the Company having a principal amount of $100.00 (the "Debt Security"). The Underwritten Units and the Option Units that the Underwriters elect to purchase pursuant to Section 3 hereof are collectively referred to as the "Units," and the Underwritten Shares and the Option Shares that the Underwriters elect to purchase pursuant to Section 3 hereof are collectively referred to as the "Shares." The Underwritten Units and the Underwritten Shares are hereinafter referred to as the "Underwritten Securities," and the Option Units and Option Shares are hereinafter referred to as the "Option Securities." In accordance with the terms of a Purchase Contract Agreement, to be dated as of June 9November 21, 2010, as amended on July 26, 2010 2001 (as in existence on the date hereof, the “Framework "Purchase Contract Agreement”"), by and between the Company and MisysJPMorgan Chase Bank, and in as purchase contract agent (the Agreement and Plan "Purchase Contract Agent"), the Debt Securities constituting a part of Mergerthe Equity Security Units will be pledged by the Purchase Contract Agent, on behalf of the holders of the Equity Security Units, to The Bank of New York, as collateral agent (the "Collateral Agent"), pursuant to a Pledge Agreement, to be dated as of June 9November 21, 2010 2001 (as in existence on the date hereof, the “Merger "Pledge Agreement”"), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the CompanyPurchase Contract Agent, the “Allscripts Parties”Collateral Agent and The Bank of New York, as custodial agent (the "Custodial Agent") and Eclipsys Corporation, a Delaware corporation securities intermediary (“Target”the "Securities Intermediary"), Merger Sub to secure the holders' obligation to purchase Issuable Common Stock under the Purchase Contracts. The rights and obligations of a holder of Equity Security Units in respect of Debt Securities (subject to the pledge thereof) and Purchase Contracts will merge with and into Target, with Target surviving as initially be evidenced by a wholly owned subsidiary of the Company. After completion of the US Reorganization Normal Units Certificate (as defined in the Framework Purchase Contract Agreement). The Debt Securities will be issued pursuant to an Indenture (the "Indenture"), to be dated as of November 21, 2001, between the Company and JPMorgan Chase Bank, as Trustee (the "Trustee"). Pursuant to a Remarketing Agreement (the "Remarketing Agreement") to be entered into among the Company, the Purchase Contract Agent and a financial institution to be selected by the Company to act as reset agent and remarketing agent (together, the "Remarketing Agent"), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date Debt Securities or other Pledged Securities (as defined below)) will be remarketed, repurchase 24,442,083 shares of the Company’s common stock subject to be received by the Selling Stockholders certain terms and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)conditions.

Introductory. Each Cancer Genetics, Inc. (the “Company”), a Delaware corporation, proposes to issue and sell shares (the “Firm Shares”) of its authorized but unissued common stock, $0.0001 par value per share (“Common Stock”), to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters options to purchase up to an aggregate of additional shares of Common Stock (“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such options are exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” Immediately prior to the consummation of the stockholders listed offering contemplated by this Underwriting Agreement (this “Agreement”), the Company intends to file (i) a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (“Certificate of Amendment”) to effect a reverse split of its Common Stock in a range to be set forth in the Certificate of Amendment and to increase the authorized capital stock of the Company. The Board of Directors of the Company will determine the exact ratio of the reverse split and the Company will publicly announce the exact ratio of the reverse split immediately prior to filing the Certificate of Amendment with the Office of the Secretary of State of the State of Delaware (the “Secretary of State”). The Company also intends to file an Amended and Restated Certificate of Incorporation with the Secretary of State in connection with the consummation of the offering contemplated by this Agreement (the “Amended and Restated Certificate of Incorporation”). You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”), acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Pricing Agreement”), by and . The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and Misysthe Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each Ulta Salon, Cosmetics & Fragrance, Inc. (the “Company”), a Delaware corporation, has an authorized capital stock consisting of 70,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 400,000,000 shares, $0.01 par value, of Common Stock (“Common Stock”), of which 58,597,261 shares were outstanding as of May 10, 2010, and no other shares of Common Stock will have been issued as of the First Closing Date hereinafter defined, except for shares of Common Stock issued upon the exercise of stock options outstanding as of May 10, 2010. Certain stockholders listed of the Company (as named in Schedule B, the “Selling Stockholders”) propose to sell in the aggregate 8,976,112 shares of the Company’s issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. Collectively, such total of 8,976,112 shares of Common Stock proposed to be sold by the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, certain of the Selling Stockholders propose to grant to the Underwriters options to purchase up to an aggregate of 1,346,417 additional shares of Common Stock (“Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent such options are exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” The Common Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase shares of Series A Junior Participating Preferred Stock, par value $.01 per share (the “Preferred Stock”), of the Company. The Rights are to be issued pursuant to a Stockholder Rights Agreement (the “Rights Agreement”), dated as of October 25, 2007, between the Company and American Stock Transfer & Trust Company, as Rights Agent. 1 Plus options to acquire up to an aggregate of 1,346,417 additional shares to cover overallotments. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Pricing Agreement”), by and between . The Pricing Agreement may take the Company and Misys, and in the Agreement and Plan form of Merger, dated as an exchange of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and any standard form of written telecommunication among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limitedthe Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, a limited company formed under as supplemented by the Laws Pricing Agreement. From and after the date of England the execution and Walesdelivery of the Pricing Agreement, in this Agreement shall be deemed to incorporate the Arsenal Exchange for an aggregate consideration of $577.4 million (Pricing Agreement. The Company and the “Share Repurchase”).Selling Stockholders hereby confirm their agreement with the Underwriters as follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc.Surety Capital Corporation, a Delaware corporation (the “"COMPANY"), proposes to issue and sell 1,925,061 shares ("PRIMARY SHARES") of its authorized but unissued Common Stock, par value $.01 per share ("COMMON STOCK"), and Anchorage Fire and Casualty Insurance Company”, in Liquidation acting through ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, Special Deputy Commissioner and Liquidator, ("SELLING SHAREHOLDER") and each of the Selling Stockholders also agrees proposes to sell 174,939 shares of Common Stock ("SECONDARY SHARES"), to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Incorporated ("UNDERWRITER"). In addition, the Company proposes to grant to the Underwriters, at the Underwriter an option to purchase up to 288,759 additional shares of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares Common Stock (“Optional Securities”"ADDITIONAL SHARES") of Securities as set forth belowprovided in Section 5 hereof. The Firm Securities Primary Shares and the Optional Securities Secondary Shares are referred to herein as the "FIRM SHARES;" the Firm Shares and, to the extent such option is exercised, the Additional Shares, are hereinafter collectively called referred to as the “Offered Securities"SHARES.” As part of " You have advised the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the Company that you propose to make a public offering of the Offered Securities andShares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, subject if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. * Plus an option to acquire up to 288,759 additional shares to cover over allotments. Prior to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by purchase and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary public offering of the Company (“Merger Sub,” and together with Shares by the Underwriter, the Company, the “Allscripts Parties”) Selling Shareholder and Eclipsys Corporation, a Delaware corporation the Underwriter shall enter into an agreement substantially in the form of Exhibit A hereto (“Target”"PRICING AGREEMENT"), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary . The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire Shareholder and the Underwriter and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to transfer incorporate the Newco Shares (as defined in Pricing Agreement. The Company and the Framework Agreement) Selling Shareholder hereby confirm their agreements with respect to the Company in exchange for 61,308,295 newly issued shares purchase of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).Underwriter as follows:

Introductory. Each Pursuant to the terms and conditions of this Underwriting Agreement (this “Agreement”), ▇▇▇▇▇▇▇ Minerals, Inc., a Delaware corporation (the “Company”), agrees with Credit Suisse Securities (USA) LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, as representatives (the “Representatives”) of the stockholders listed on several underwriters named in Schedule A hereto (the “Selling StockholdersUnderwriters”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England to issue and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate 6,000,000 shares of 27,000,000 outstanding shares (“Firm Securities”) of the its Class A common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation ) and the selling stockholders listed on Schedule B hereto (the “CompanySelling Stockholders”) propose, severally and each not jointly, to sell to the several Underwriters an aggregate of 5,000,000 outstanding shares of Securities (such 11,000,000 shares of Securities being hereinafter referred to as the “Firm Securities”). The Selling Stockholders have also agrees agreed, severally and not jointly, to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 1,650,000 additional outstanding shares of Securities (the “Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of and the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering proposed issuance and sale of the Offered Securities andis referred to herein as the “Offering”. A portion of the Offered Securities to be sold by the Selling Stockholders consists of Securities that are issuable upon redemption of units in ▇▇▇▇▇▇▇ Minerals Holdings, subject LLC, a Delaware limited liability company (“▇▇▇▇▇▇▇ LLC”), pursuant to the satisfaction or waiver First Amended and Restated Limited Liability Company Agreement of certain conditions set forth in the Framework Agreement▇▇▇▇▇▇▇ LLC, dated as of June 9April 23, 20102019, as amended immediately prior to the Closing Date on July 26, 2010 which such Offered Securities are to be sold (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving any such redemption being hereinafter referred to as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share RepurchaseRedemption Transaction”).

Introductory. Each of Qunar Cayman Islands Limited, an exempted company incorporated in the stockholders listed on Cayman Islands (the “Company”), agrees, subject to the terms and conditions stated herein, to issue and sell to the several Underwriters named in Schedule A hereto (the “Selling StockholdersUnderwriters”), an aggregate of 11,111,000 American Depositary Shares (the “ADSs”), each a direct or indirect wholly-owned subsidiary ADS representing three (3) the Company’s Class B ordinary shares, par value $0.001 per share (the “Ordinary Shares”) of Misys plcthe Company, a public limited company formed under and, at the laws election of England the Underwriters, the Company agrees to issue and Wales (“Misys”)sell, agrees severally with and the several Underwriters shareholder of the Company named in Schedule B hereto (the “UnderwritersSelling Shareholder”) agrees to sell sell, subject to the several terms and conditions stated herein and at the election of the Underwriters, to the Underwriters an aggregate of 27,000,000 outstanding shares (1,666,650 ADSs. The aggregate of 11,111,000 ADSs to be sold by the Company are hereinafter referred to as the “Firm Securities”) ,” and the aggregate of 1,666,650 ADSs to be sold by the Company and the Selling Shareholder at the election of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (Underwriters are hereinafter referred to as the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. .” The Firm Securities and the Optional Securities are herein hereinafter collectively called referred to as the “Offered Securities.” Unless the context otherwise requires, each reference to the Firm Securities, the Optional Securities or the Offered Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Firm Shares,” “Optional Shares” and “Offered Shares”, respectively). The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of , among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. As part of the transactions described offering contemplated by this Agreement, the Representatives (the “Designated Underwriters”) have agreed to reserve out of the Firm Securities purchased by them under this Agreement, up to 1,111,100 ADSs, for sale to the Company’s directors, officers, employees, business associates and related persons as designated by the Company (collectively, the “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “The Eclipsys MergerUnderwriting” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal ExchangeDirected Share Program”). Upon The Firm Securities to be sold by the terms and subject Designated Underwriters pursuant to the conditions of Directed Share Program (the Framework Agreement, “Directed Shares”) will be sold by the Company will, on Designated Underwriters pursuant to this Agreement at the First Closing Date Public Offering Price (as defined below), repurchase 24,442,083 shares . Any Directed Shares not subscribed for by the end of the Company’s common stock business day on which this Agreement is executed will be offered to be received the public by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)Underwriters.

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc.Dynavax Technologies Corporation, a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees ), proposes to sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, at the option of the Underwriterseach, an “Underwriter”), (i) an aggregate of not more than 4,050,000 additional outstanding 18,525,000 shares of common stock, $0.001 par value per share (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework AgreementCommon Stock”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts PartiesCommon Shares”) and Eclipsys Corporation, a Delaware corporation warrants to purchase an aggregate of 4,631,250 shares of Common Stock (the “TargetWarrants”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined ) in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares form attached hereto as Exhibit I and (as defined in the Framework Agreementii) to the Company in exchange for 61,308,295 newly issued an aggregate of 4,840 shares of the Company’s common stock Series B Convertible Preferred Stock, $0.001 par value per share (such newly issued sharesthe “Preferred Stock”, and together with the Common Shares, the “Exchange Stock”) and Warrants to purchase an aggregate of 1,210,000 shares of Common Stock. The shares of Common Stock underlying the Warrants are hereinafter referred to as the “Warrant Shares”. The shares of Common Stock issuable upon conversion of the Preferred Stock are hereinafter referred to as the “Conversion Shares”, and together with the transfer of the Newco Shares to the Company in exchange for the Exchange Warrant Shares, the “Arsenal ExchangeUnderlying Shares”). Upon ▇▇▇▇▇ and Company, LLC and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. are acting as the terms representatives of the several Underwriters and subject in such capacity are hereinafter referred to as the “Representatives.” An “automatic shelf registration statement” as defined in Rule 405 of the rules and regulations (the “Rules and Regulations”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”) on Form S-3 (File No. 333-219781) in respect of the Stock and Warrants has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three (3) years prior to the conditions date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing; and no stop order suspending the effectiveness of such registration statement or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, and no notice of objection of the Framework Agreement, Commission to the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) of the Company’s common stock to be Rules and Regulations has been received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million Company (the “Share Repurchase”).prospectus filed as part of such automatic shelf registration statement in the

Introductory. Each TurboChef Technologies, Inc. (“Company”), a Delaware corporation, has an authorized capital stock consisting of 5,000,000 shares of Preferred Stock, $1.00 par value per share, of which no shares were outstanding as of [____], 2005 and 100,000,000 shares, $0.01 par value per share, of Common Stock (“Common Stock”), of which [____] shares were outstanding as of such date. The Company proposes to issue and sell [____] shares of its authorized but unissued Common Stock, and certain stockholders of the stockholders listed Company (collectively referred to as the “Selling Stockholders” and named in Schedule B) propose to sell [____] shares of the Company’s issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. Collectively, such total of shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, certain of the Selling Stockholders propose to grant to the Underwriters an option to purchase up to [____] additional shares of Common Stock (“Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling StockholdersPricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England Selling Stockholders and Wales (“Misys”), agrees severally with the several Underwriters named Representatives and shall specify such applicable information as is indicated in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) Exhibit A hereto. The offering of the common stockShares will be governed by this Agreement, par value $0.01 per share (“Securities”)as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (this Agreement shall be deemed to incorporate the “Company”) Pricing Agreement. The Company and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together hereby confirm their agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire follows: *Plus an option to transfer the Newco Shares (as defined in the Framework Agreement) acquire up to the Company in exchange for 61,308,295 newly issued [____] additional shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)cover over-allotments.

Introductory. Each Barn▇▇▇ ▇▇▇., a Delaware corporation (the "Company"), has an authorized capital stock consisting of 10,000,000 shares of Preferred Stock, $0.10 par value, of which immediately prior to the closing of the stockholders listed on Schedule offering of the shares contemplated by this Agreement 1,271,000 shares of Series A hereto Non-Voting Convertible Preferred Stock (the “Selling Stockholders”"Series A Preferred Stock") will be outstanding, and 40,000,000 shares of Common Stock, $0.01 par value (the "Common Stock"), each of which immediately prior to the closing of the offering of shares contemplated by this Agreement 14,398,000 shares will be outstanding. The Company proposes to issue and sell 500,000 shares of its authorized but unissued Common Stock, and Waxman USA Inc., a Delaware corporation and a stockholder of the Company (the "Selling Stockholder"), which is a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare SolutionsWaxman Industries, Inc., a Delaware corporation (the “Company”) and each "Waxman Industries"), proposes to sell 1,500,000 shares of the Selling Stockholders also agrees to sell Company's issued and outstanding Common Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (the "Underwriters"), at who are acting severally and not jointly. Collectively, such total of 2,000,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholder are hereinafter referred to as the "Firm Shares." In addition, the Selling Stockholder proposes to grant to the Underwriters an option to purchase up to 150,000 additional shares of Common Stock (the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”"Option Shares") of Securities as set forth belowprovided in Section 5 hereof. The Firm Securities Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Optional Securities are herein collectively called Selling Stockholder ---------------------------- * Plus an option to acquire up to 150,000 additional shares from the “Offered Securities.” As part Selling Stockholder to cover overallotments. that the Underwriters propose to make a public offering of their respective portions of the transactions described under Shares as soon as you deem advisable after the heading “The Eclipsys Merger” in registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Offered Securities andShares by the several Underwriters, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) Selling Stockholder, Waxman Industries and Eclipsys Corporationthe Representatives, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary acting on behalf of the Company. After completion of the US Reorganization (as defined several Underwriters, shall enter into an agreement substantially in the Framework form of Exhibit A hereto (the "Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders desire to transfer Stockholder, Waxman Industries and the Newco Shares (Representatives and shall specify such applicable information as defined is indicated in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company’s common stock (such newly issued shares, the “Exchange Shares”, Selling Stockholder and Waxman Industries hereby confirm their agreements with the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (Underwriters as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each Vesta Insurance Group, Inc. ("Company"), a Delaware corporation, has an authorized capital stock consisting of 5,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares were outstanding as of March 31, 2001, and 100,000,000 shares, $0.01 par value, of Common Stock ("Common Stock"), of which 24,864,322 shares were outstanding as of such date. The Company proposes to issue and sell 7,500,000 shares of its authorized but unissued Common Stock ("Firm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement (hereinafter defined) (the "Underwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 1,125,000 additional shares of Common Stock ("Option Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the stockholders listed Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”"Pricing Agreement"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and Pricing Agreement may take the Optional Securities are herein collectively called the “Offered Securities.” As part form of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion an exchange of the offering any standard form of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and written telecommunication between the Company and Misysthe Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”)Ramaco Resources, each a direct or indirect wholly-owned subsidiary of Misys plcInc., a public limited company formed under the laws of England and Wales Delaware corporation (“MisysCompany”), ) agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to issue and sell to the several Underwriters 3,800,000 shares of its Common Stock (“Securities”) and the stockholders listed in Schedule A hereto (“Selling Stockholders”) agree severally with the Underwriters to sell to the several Underwriters an aggregate of 27,000,000 2,200,000 outstanding shares of the Securities (such 6,000,000 shares of Securities being hereinafter referred to as the “Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the . The Selling Stockholders also agrees agree to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 900,000 additional outstanding shares (the “Optional Securities”) of Securities the Securities, as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part ”. The Company is a Delaware corporation that was formed for the purpose of making the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering proposed issuance and sale of the Offered Securities and(the “Offering”). It is understood and agreed to by all parties that concurrently with, subject or prior to, the closing of this Offering, the Company, will enter into certain corporate reorganization transactions (the “Reorganization Transactions”), pursuant to which the satisfaction or waiver following transactions will occur: A. In connection with the Reorganization Transactions, the certificate of incorporation of the Company will be amended and restated (as amended and restated, the “Company Restated Certificate of Incorporation”) and the bylaws of the Company will be amended and restated (as amended and restated, the “Company Restated Bylaws”). B. Pursuant to that certain conditions set forth in the Framework Master Reorganization Agreement, dated as of June 9February 1, 2010, as amended on July 26, 2010 2017 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Master Reorganization Agreement”), by and among the Company, Arsenal Merger Corp.Ramaco Development, LLC, a Delaware corporation limited liability company (“Ramaco Development”), Ramaco Merger Sub, LLC, a Delaware limited liability company (“Ramaco Merger Sub”), and a direct wholly owned subsidiary the Existing Owners (as defined in the Master Reorganization Agreement), to among other things, establish the economic terms of the Company Company’s reorganization. C. Pursuant to an Agreement and Plan of Merger, to be entered into on the Closing Date (the “Merger Sub,Agreement” and together with the CompanyMaster Reorganization Agreement, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“TargetTransaction Documents”), by and among the Company and Ramaco Merger Sub, (i) Ramaco Merger Sub will merge with and into TargetRamaco Development and (ii) the Existing Owners will exchange all of their interests in Ramaco Development for all of the Company’s issued and outstanding Securities. As a result, with Target surviving as Ramaco Development will become a direct, wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).

Introductory. Each of the stockholders listed on Schedule A hereto Mines Management Inc., an Idaho corporation (the “Selling StockholdersCompany”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with proposes to sell to the several Underwriters underwriters named in Schedule B II hereto (the “Underwriters”), the number of units (each a “Unit” and collectively the “Units”) set forth in Schedule I hereto (such Units to sell be issued and sold by the Company being hereinafter referred to as the several Underwriters an aggregate “Underwritten Securities”). Each Unit is comprised of 27,000,000 outstanding shares (a) one share of Common Stock, US$0.001 par value (“Firm SecuritiesCommon Stock”) of the common stockCompany (each share of Common Stock to be issued and sold by the Company hereunder being hereinafter referred to as a “Share”, par value $0.01 per share (and collectively, the “SecuritiesShares”), and (b) one-half of Allscripts-Misys Healthcare Solutionsa warrant (each whole warrant to be issued and sold by the Company hereunder being hereinafter referred to as a “Warrant”, Inc.and collectively, the “Warrants”), each Warrant being exercisable to purchase one share of Common Stock (each such share of Common Stock to be issued upon exercise of a Delaware corporation Warrant being hereinafter referred to as a “Warrant Share” and collectively the “Warrant Shares”). Each Warrant will be issued under a Warrant Agreement, to be dated as of April 16, 2007 (the “Warrant Agreement”), between the Company and Computershare Trust Company”) , N.A. as warrant agent, and each will be exercisable by the holder thereof at a price of the Selling Stockholders US$5.75 to acquire one Warrant Share prior to April 19, 2012. The Company also agrees proposes to sell grant to the Underwriters, at Underwriters an option to purchase up to the option number of additional Units set forth in Schedule I hereto to cover over-allotments (the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Option Securities”) of Securities ; the Option Securities, together with the Underwritten Securities, being hereinafter referred to as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “”). The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering offer and sale of the Offered Securities and, subject are registered under the registration statement referred to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereofSection 2(a). As used herein, the “Framework Agreement”), by and between term Underwriters shall mean either the Company and Misys, and in singular or plural as the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)context requires.

Introductory. Each of the stockholders listed on Schedule A hereto Surety Capital Corporation, a Texas corporation (the “Selling Stockholders”"COMPANY"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England proposes to issue and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding 1,925,061 shares (“Firm Securities”"PRIMARY SHARES") of the common stockits authorized but unissued Common Stock, par value $0.01 .10 per share (“Securities”"COMMON STOCK"), of Allscripts-Misys Healthcare Solutionsand Anchorage Fire and Casualty Insurance Company, Inc., a Delaware corporation in Liquidation (the “Company”"SELLING SHAREHOLDER") and each of the Selling Stockholders also agrees proposes to sell 174,939 shares of Common Stock ("SECONDARY SHARES"), to ▇▇▇▇▇▇ & ▇▇▇▇▇▇ Incorporated ("UNDERWRITER"). In addition, the Company proposes to grant to the Underwriters, at the Underwriter an option to purchase up to 288,739 additional shares of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares Common Stock (“Optional Securities”"ADDITIONAL SHARES") of Securities as set forth belowprovided in Section 5 hereof. The Firm Securities Primary Shares and the Optional Securities Secondary Shares are referred to herein as the "FIRM SHARES;" the Firm Shares and, to the extent such option is exercised, the Additional Shares, are hereinafter collectively called referred to as the “Offered Securities"SHARES.” As part of " You have advised the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the Company that you propose to make a public offering of the Offered Securities andShares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, subject if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. * Plus an option to acquire up to 288,739 additional shares to cover over allotments. Prior to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by purchase and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary public offering of the Company (“Merger Sub,” and together with Shares by the Underwriter, the Company, the “Allscripts Parties”) Selling Shareholder and Eclipsys Corporation, a Delaware corporation the Underwriter shall enter into an agreement substantially in the form of Exhibit A hereto (“Target”"PRICING AGREEMENT"), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary . The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire Shareholder and the Underwriter and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to transfer incorporate the Newco Shares (as defined in Pricing Agreement. The Company and the Framework Agreement) Selling Shareholder hereby confirm their agreements with respect to the Company in exchange for 61,308,295 newly issued shares purchase of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).Underwriter as follows:

Introductory. Each Heritage-Crystal Clean, Inc. (the “Company”), a Delaware corporation, has an authorized capital stock consisting of 500,000 shares, $0.01 par value, of preferred stock (“Preferred Stock”), of which no shares will be outstanding as of the First Closing Date hereinafter defined, and 18,000,000 shares, $0.01 par value, of common stock (“Common Stock”), of which [ ] are outstanding as of the date hereof, and no other shares of Common Stock will have been issued as of the First Closing Date hereinafter defined, except for shares of Common Stock issued upon the exercise of stock options outstanding as of the date hereof or shares of Common Stock issued pursuant to this Agreement. The Company proposes to issue and sell 2,750,000 shares of its authorized but unissued Common Stock (the“Firm Shares”) to the several underwriters named in Schedule A (the “Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 412,500 additional shares of Common Stock (the “Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” You have advised the Company that the Underwriters propose to make a public offering (the “Offering”) of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 1,120,576 of the Firm Shares to be purchased by the Underwriters and 40.8% of the Option Shares (collectively, the “Primary Reserved Shares”) shall be reserved for sale by the Underwriters to certain existing stockholders listed of the Company and certain related persons identified by them (the “Primary Invitees”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulation Authority (“FINRA”) and all other applicable laws, rules and regulations. The Company and the Underwriters further agree that up to 137,500 of the Firm Shares to be purchased by the Underwriters (the “Secondary Reserved Shares”) shall be reserved for sale by the Underwriters to certain existing employees of the Company, affiliates, current and potential 1 Plus an option to acquire up to 412,500 additional shares to cover overallotments. customers and other persons with whom the Company has business relationships (the “Secondary Invitees”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of FINRA and all other applicable laws, rules and regulations. The Primary Reserved Shares and the Secondary Reserved Shares are referred to collectively herein as the “Reserved Shares” and the Primary Invitees and the Secondary Invitees are referred to collectively herein as the “Invitees.” To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the Offering contemplated hereby. Prior to the purchase and Offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. (the “Representative”), acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Pricing Agreement”), by and . The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and Misysthe Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The Offering will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each American Public Education, Inc. (the “Company”), a Delaware corporation, will have, upon the filing of an Amended and Restated Certificate of Incorporation (the “Amended and Restated Charter”), an authorized capital stock consisting of shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the stockholders listed First Closing Date hereinafter defined, and shares, $0.01 par value, of Common Stock (“Common Stock”), of which shares will be outstanding as of the First Closing Date hereinafter defined, excluding shares of Common Stock issued upon the exercise after the date of this Agreement of stock options outstanding as of the date of this Agreement. The Company proposes to issue and sell shares of its authorized but unissued Common Stock (“Firm Shares”) to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to additional shares of Common Stock (“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to of the Shares to be purchased by the Underwriters (the “Reserved Shares”) shall be reserved for sale by the Underwriters to certain eligible employees of the Company and certain other individuals identified by the officers and directors of the Company (the “Invitees”), as part of the distribution of the Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (“NASD”) and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of 1 Plus an option to acquire up to additional shares to cover overallotments. the first business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Pricing Agreement”), by and . The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and Misysthe Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of Subject to the stockholders listed on Schedule A hereto (terms and conditions contained herein, the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England Company proposes to issue and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters 1,200,000 Units (the "Units"), comprised of 1,200,000 shares of common stock (the "Common Stock") and 1,200,000 redeemable warrants (the "Warrants"). The Common Stock and Warrants shall be immediately separately transferable and the Units shall not be listed for trading on the Nasdaq SmallCap Market. For the purpose of this Agreement, references hereinafter to Common Stock and Warrants shall be deemed to include, where appropriate, the Units. In addition, solely for the purpose of covering over-allotments, the Company grants to the Representative the option to purchase up to an aggregate additional 180,000 Units (the "Additional Securities"), which option to purchase shall be exercisable, in whole or in part, from time to time during the forty-five (45) day period commencing on the date on which the Registration Statement (as hereinafter defined) is initially declared effective (the "Effective Date") by the Securities and Exchange Commission (the "Commission"). Unless otherwise noted, the Common Stock, together with the additional 180,000 shares of 27,000,000 outstanding shares (“Firm Securities”) Common Stock issuable on exercise of the common stockover-allotment option, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (is referred to hereinafter as the “Company”) "Common Stock" and each the Warrants and the 180,000 Warrants issuable on exercise of the Selling Stockholders also agrees over-allotment option are referred to sell hereinafter as the "Warrants". Two Warrants will entitle the holder to purchase one share of Common Stock (a "Warrant Share") at a price of $9.00 during the Underwriters, at the option thirty-six (36) month exercise period of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities andWarrants, subject to the satisfaction or waiver Company's right of certain conditions set forth redemption. The Warrants may be redeemed by the Company commencing one year from the Effective Date of the Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of $.05 per Warrant provided the Framework Agreement, dated as closing bid price for the Company's Common Stock is at least 125% of June 9, 2010, as amended on July 26, 2010 the exercise price of the Warrant during each day of the twenty (as in existence 20) trading day period ending five days preceding the date of the written notice. During the one year period commencing on the date hereofEffective Date, the “Framework Agreement”)Company shall not lower the exercise price of the Warrants without the Representative's prior consent, which will not be unreasonably withheld. The terms and provisions of the Warrants shall be governed by and a warrant agreement between the Company and Misysits transfer agent (the "Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrant holders on terms acceptable to the Representative. The Common Stock, Warrants and Additional Securities are more fully described in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the CompanyProspectus referred to below. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) All references to the Company in exchange for 61,308,295 newly issued shares of below shall be deemed to include, where appropriate, the Company’s common stock (such newly issued shares's subsidiaries, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)if any.

Introductory. Each of Subject to the stockholders listed on Schedule A hereto (terms and conditions contained herein, the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England Company proposes to issue and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters 1,650,000 shares of common stock and 1,650,000 redeemable warrants to purchase common stock. In addition, solely for the purpose of covering over-allotments, the Company grants to the Representative two options to purchase up to an aggregate additional 247,500 shares of 27,000,000 outstanding common stock and/or 247,500 warrants, respectively (hereinafter collectively referred to as the "Representative's Options," as more fully described in Section 3, with the additional shares of common stock and additional warrants being collectively referred to as the "Additional Securities"), which options to purchase shall be exercisable, in whole or in part, from time to time during the sixty (“Firm Securities”60) day period commencing on the date on which the Registration Statement (as hereinafter defined) is initially declared effective (the "Effective Date") by the Securities and Exchange Commission (the "Commission"). The 1,650,000 shares of the common stock, par value $0.01 per share (“Securities”), together with the additional 247,500 shares of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each common stock issuable on exercise of the Selling Stockholders also agrees over-allotment option, is referred to sell to hereinafter as the Underwriters, at "Common Stock," and the option 1,650,000 warrants and the 247,500 warrants issuable on exercise of the Underwriters, an aggregate over-allotment option are referred to hereinafter as the "Warrants." The Common Stock and Warrants shall be offered and sold separately and traded separately on the American Stock Exchange. Each Warrant will entitle the holder to purchase one share of not more than 4,050,000 additional outstanding shares common stock (“Optional Securities”a "Warrant Share") of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion at a price equal to 125% of the offering price of the Offered Securities andCommon Stock during the four year exercise period of the Warrants, subject to the satisfaction or waiver Company's right of certain conditions set forth redemption. The Warrants may be redeemed by the Company commencing one year from the Effective Date of the Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of $.25 per Warrant provided the Framework Agreement, dated as closing price for the Company's common stock is at least 175% of June 9, 2010, as amended on July 26, 2010 the exercise price of the Warrant during each day of the twenty (as in existence on 20) trading days immediately preceding the date hereofof the Company's written notice of redemption; provided, that notice of any such redemption must be given not more than five days after such 20 day trading period. The terms and provisions of the “Framework Agreement”), Warrants shall be governed by and a warrant agreement between the Company and Misysits transfer agent (the "Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Representative. The Common Stock and Warrants are more fully described in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the CompanyProspectus referred to below. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) All references to the Company in exchange for 61,308,295 newly issued shares of below shall be deemed to include, where appropriate, the Company’s common stock (such newly issued shares's subsidiaries, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)if any.

Introductory. Each RWD Technologies, Inc. ("Company"), a Maryland corporation, has an authorized capital stock consisting of 50,000,000 shares of Common Stock, $.10 par value ("Common Stock"), of which _____________ shares were outstanding as of _____________ __, 1997 and of which such shares of Common Stock that are authorized and unissued may be, but as of such date have not been, classified by the Company's Board of Directors into shares of Preferred Stock. The Company proposes to issue and sell __________ shares of its authorized but unissued Common Stock (the "Firm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. In addition, the Company and certain stockholders of the stockholders listed Company (referred to as the "Selling Stockholders" and named in Schedule B) propose to grant to the Underwriters an option to purchase up to _________ additional shares of Common Stock ("Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto ("Pricing Agreement"). The Pricing Agreement may take the “form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under Stockholders and the laws of England Representatives and Wales (“Misys”), agrees severally with the several Underwriters named shall specify such applicable --------------------- /1/ Plus an option to acquire up to ______________________ additional shares to cover overallotments. information as is indicated in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) Exhibit A hereto. The offering of the common stockShares will be governed by this Agreement, par value $0.01 per share (“Securities”)as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (this Agreement shall be deemed to incorporate the “Company”) Pricing Agreement. The Company and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together hereby confirm their agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each Fall River Gas Company ("Company") a Massachusetts corporation, has an authorized capital stock consisting of 2,201,334 shares, $.83 1/3 par value, of Common Stock ("Common Stock"), of which 1,787,261 shares were outstanding and 414,073 shares were held in the Company's treasury as of __________, 1997. The Company proposes to issue and sell 340,000 shares directly out of the stockholders listed Company's treasury ("Firm Shares") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 51,000 additional shares of Common Stock ("Option Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”"Pricing Agreement"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and Pricing Agreement may take the Optional Securities are herein collectively called the “Offered Securities.” As part form of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion an exchange of the offering any standard form of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and written telecommunication between the Company and Misysthe Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. ---------------- (*)Plus an option to acquire up to 51,000 additional shares to cover overallotments. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare SolutionsRanger Energy Services, Inc., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and each sell to the several Underwriters 5,862,069 shares of its Class A common stock, $0.01 par value per share (“Securities”) (such 5,862,069 shares of Securities being hereinafter referred to as the Selling Stockholders “Firm Securities”). The Company also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 879,310 additional outstanding shares of its Securities (all such additional shares of Securities being hereinafter collectively referred to as the “Optional Securities”) of Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” ”. As part of the transactions described offering contemplated by this agreement (the “Agreement”), ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“PJC” and, in such capacity, the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 293,103 shares, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Eclipsys Merger” in Firm Securities to be sold by the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the offering of the Offered Securities and, subject business day on which this Agreement is executed will be offered to the satisfaction or waiver of certain conditions public by the Underwriters as set forth in the Framework Final Prospectus. The Company is a holding company that, following the transactions contemplated by this paragraph and the offering contemplated by this Agreement, dated as of June 9will directly own a 55.1% membership interest in RNGR Energy Services, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp.LLC, a Delaware corporation limited liability company (“Ranger LLC”). The Company and a direct wholly owned subsidiary of Ranger LLC are herein referred to as the “Company Parties”. The businesses through which the Company (“Merger Sub,” and together with the CompanyParties will conduct their operations are Ranger Energy Services, the “Allscripts Parties”) and Eclipsys CorporationLLC, a Delaware corporation limited liability company (“TargetRanger Services”)) that, Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire immediately prior to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 will be a subsidiary of Ranger Energy Holdings, LLC, a Delaware limited liability company (“Ranger Holdings I”), and Ranger Energy Holdings II, LLC, a Delaware limited liability company (“Ranger Holdings II”), and Torrent Energy Services, LLC, a Delaware limited liability company (“Torrent Services”) that, immediately prior to the First Closing Date, will be a subsidiary of Torrent Energy Holdings, LLC, a Delaware limited liability company (“Torrent Holdings I”), and Torrent Energy Holdings II, LLC, a Delaware limited liability company (“Torrent Holdings II”). In anticipation of the offering contemplated by this Agreement, on the First Closing Date, (x) Ranger Holdings I will contribute all of its membership interests in Ranger Services to Ranger LLC in exchange for membership interests in Ranger LLC (“Ranger Units”) and Ranger Holdings II will contribute all of its membership interests in Ranger Services to Ranger LLC in exchange for shares of the Company’s Securities (such contributions, the “Ranger Assignment Transactions”), and (y) Torrent Holdings I will contribute all of its membership interests in Torrent Services to Ranger LLC in exchange for Ranger Units and Torrent Holdings II will contribute all of its membership interests in Ranger Services to Ranger LLC in exchange for shares of the Securities (such contributions, the “Torrent Assignment Transactions” and collectively with the Ranger Assignment Transactions, the “Assignment Transactions”). Immediately prior to the consummation of the offering contemplated by this Agreement, the Company intends to amend and restate its certificate of incorporation to, among other things, authorize two classes of common stock, Class A common stock to be received and Class B common stock.. The Company intends that the net proceeds of the sale of Optional Securities by the Selling Stockholders Company, if any, will be contributed to Ranger LLC in exchange for an additional number of Ranger Units equal to the number of shares of Class A common stock issued as Optional Securities by the Company. Ranger LLC will use such net proceeds, if any, to purchase Ranger Units from Ranger Holdings I and Misys Patriot LimitedTorrent Holdings I. The foregoing transactions (including the Assignment Transactions), a limited company formed as further described under the Laws headings “Corporate Reorganization” and “Use of England and Wales, Proceeds” in the Arsenal Exchange for an aggregate consideration of $577.4 million General Disclosure Package (as defined below), are referred to herein collectively as the “Share RepurchaseReorganization Transactions”). Unless otherwise required by the context, references to the “Subsidiaries” of the Company in this Agreement refer to entities that will be subsidiaries of the Company after giving effect to the Reorganization Transactions, as evidenced by such entities being listed on Schedule C hereto.

Introductory. Each of Subject to the stockholders listed on Schedule A hereto (terms and conditions contained herein, the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England Company proposes to issue and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters 1,650,000 shares of common stock (the "Common Stock") and 1,650,000 redeemable warrants to purchase Common Stock (the "Warrants"). The Common Stock and Warrants shall be offered and sold separately and traded separately on the American Stock Exchange. For the purpose of this Agreement, references hereinafter to Common Stock and Warrants shall sometimes be referred to as the "Securities" where appropriate. In addition, solely for the purpose of covering over-allotments, the Company grants to the Representative options to purchase up to an aggregate additional 247,500 shares of 27,000,000 outstanding Common Stock and/or 247,500 Warrants (the "Additional Securities"), which options to purchase shall be exercisable, in whole or in part, from time to time during the sixty (60) day period commencing on the date on which the Registration Statement (as hereinafter defined) is initially declared effective (the "Effective Date") by the Securities and Exchange Commission (the "Commission"). Unless otherwise noted, the Common Stock, together with the additional 247,500 shares (“Firm Securities”) of Common Stock issuable on exercise of the common stockover-allotment option, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (is referred to hereinafter as the “Company”) "Common Stock" and each the Warrants and the 247,500 Warrants issuable on exercise of the Selling Stockholders also agrees over-allotment option are referred to sell hereinafter as the "Warrants". Each Warrant will entitle the holder to the Underwriters, purchase one share of Common Stock (a "Warrant Share") at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion a price equal to 125% of the offering price of the Offered Securities andCommon Stock during the four year exercise period of the Warrants, subject to the satisfaction or waiver Company's right of certain conditions set forth redemption. The Warrants may be redeemed by the Company commencing one year from the Effective Date of the Registration Statement upon at least 30 days prior written notice, in whole but not in part, at a price of $.25 per Warrant provided the Framework Agreement, dated as closing bid price for the Company's Common Stock is at least 175% of June 9, 2010, as amended on July 26, 2010 the exercise price of the Warrant during each day of the twenty (as in existence on 20) trading days immediately preceding the date hereofof the Company's written notice of redemption; provided, that notice of any such redemption must be given not more than five days after such 20 day trading period. The terms and provisions of the “Framework Agreement”), Warrants shall be governed by and a warrant agreement between the Company and Misysits transfer agent (the "Warrant Agreement"), which Warrant Agreement will contain, among other provisions, anti-dilution protection for warrantholders on terms acceptable to the Representative. The Common Stock, Warrants and Additional Securities are more fully described in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the CompanyProspectus referred to below. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) All references to the Company in exchange for 61,308,295 newly issued shares of below shall be deemed to include, where appropriate, the Company’s common stock (such newly issued shares's subsidiaries, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)if any.

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plcTiga Acquisition Corp. III, a public limited Cayman Islands exempted company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) ), proposes to issue and each of the Selling Stockholders also agrees to sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), at for whom you are acting as representatives (the option of the Underwriters“Representatives”), an aggregate of not more than 4,050,000 30,000,000 units (the “Units”) of the Company. The respective amounts of Units to be so purchased by the several Underwriters are set forth opposite their names on Schedule I hereto and are referred to the “Firm Securities.” The Company also proposes to grant to the Underwriters the option to purchase up to 4,500,000 additional outstanding shares Units (the “Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part Certain capitalized terms used herein and not otherwise defined are defined in Section 22 of the transactions described under the heading this agreement (this “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan . Each Unit consists of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares one of the Company’s common stock (such newly issued Class A ordinary shares, par value $0.0001 per share (the “Exchange Ordinary Shares”), and the transfer one-quarter of the Newco Shares to the Company in exchange for the Exchange Shares, one redeemable warrant (the “Arsenal ExchangeWarrants”). Upon Each whole Warrant entitles the terms and holder of such Warrant to purchase one Ordinary Share from the Company at a price of $11.50, subject to adjustment, per Ordinary Share. The Ordinary Shares and Warrants included in the conditions Units will not trade separately until the 52nd day following the date of the Framework AgreementProspectus, or, if such date is not a Business Day, the following Business Day, unless the Representatives inform the Company willof their decision to allow earlier separate trading, on and provided: (a) the First Closing Date Company has provided an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering (as defined below), repurchase 24,442,083 shares (b) the filing of such audited balance sheet with the Commission on a Current Report on Form 8-K or similar form by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. No fractional Warrants will be issued upon separation of the Units, only whole Warrants will trade and pursuant to the Warrant Agreement (as defined below), only a whole Warrant may be exercised. The Warrants shall become exercisable during the period commencing on the later of: (i) thirty (30) days after the completion of the Company’s common stock to be received by initial Business Combination (as defined below) and (ii) twelve (12) months from the Selling Stockholders date of the consummation of the Offering, and Misys Patriot Limitedsuch Warrants will expire on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation. As used herein, a limited company formed under the Laws of England and Wales, term “Business Combination” (as described more fully in the Arsenal Exchange for Registration Statement) shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses involving the Company. The Company has entered into certain agreements on or prior to the date hereof: A. Investment Management Trust Agreement. The Company has entered into an aggregate consideration of $577.4 million Investment Management Trust Agreement, dated the date hereof (the “Share RepurchaseTrust Agreement”), with Continental Stock Transfer & Trust Company (“CST”), as trustee (the “Trustee”), in substantially the form filed as Exhibit 10.2 to the Registration Statement, pursuant to which certain proceeds from the sale of the Private Placement Warrants (as defined below) and certain proceeds of the Offering will be deposited and held in a trust account (the “Trust Account”) for the benefit of the Company, the Underwriters and the holders of the Firm Securities and the Optional Securities, if and when issued.

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare SolutionsCheap Tickets, Inc., a Delaware corporation (the “"Company”) "), has an authorized capital stock consisting of 10,000,000 shares of Preferred Stock, par value $0.01 per share, of which 425,000 shares of Preferred Stock were outstanding as of ___________, 1999 and each 70,000,000 shares of the Selling Stockholders also agrees Common Stock, par value $0.001 per share ("Common Stock"), of which 14,473,676 shares were outstanding as of such date. The Company proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of 3,500,000 shares of its authorized but unissued Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing ---------- Agreement hereinafter defined ("Underwriters"), who are acting severally and not more than 4,050,000 jointly. Such total of 3,500,000 shares of Common Stock proposed to be sold by the Company is hereinafter referred to as the "Firm Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 525,000 additional outstanding shares of Common Stock (“Optional Securities”"Option Shares") of Securities as set forth belowprovided in Section 4 hereof. The Firm Securities Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Optional Securities are herein collectively called Pricing Agreement hereinafter defined has been executed and delivered. Prior to the “Offered Securities.” As part purchase and public offering of the transactions described under Shares by the heading “The Eclipsys Merger” several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the Company’s preliminary form of Exhibit A hereto (the "Pricing Agreement"). The Pricing Agreement may take the --------- form of an exchange of any standard form of written telecommunication between the Company and the Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares --------- will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of _____________ /1/ Plus an option to acquire up to 525,000 additional shares from the Company to cover overallotments. the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The registration statement referred to in Section 2(a) below (as amended, if applicable) at the time it becomes effective and the prospectus supplementconstituting a part thereof (including the information, dated August 16if any, 2010deemed to be part thereof pursuant to Rule 430A(b) and/or Rule 434), following completion of as from time to time amended or supplemented, are hereinafter referred to as the "Registration Statement," and the "Prospectus," respectively, except that if any revised prospectus shall be provided to the Underwriters by the Company for use in connection with the offering of the Offered Securities and, subject Shares which differs from the Prospectus on file at the Commission at the time the Registration Statement became or becomes effective (whether or not such revised prospectus is required to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), be filed by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”pursuant to Rule 424(b), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire term Prospectus shall refer to transfer such revised prospectus from and after the Newco Shares (as defined in time it was provided to the Framework Agreement) Underwriters for such use. If the Company elects to rely on Rule 434 of the 1933 Act, all references to "Prospectus" shall be deemed to include, without limitation, the form of prospectus and the term sheet, taken together, provided to the Underwriters by the Company in exchange for 61,308,295 newly issued shares accordance with Rule 434 of the Company’s common stock 1933 Act ("Rule 434 Prospectus"). Any registration statement (including any amendment or supplement thereto or information which is deemed part thereof) filed by the Company under Rule 462(b) ("Rule 462(b) Registration Statement") shall be deemed to be part of the "Registration Statement" as defined herein, and any prospectus (including any amendment or supplement thereto or information which is deemed part thereof) included in such newly issued sharesregistration statement shall be deemed to be part of the "Prospectus," as defined herein, the “as appropriate. The Securities Exchange Shares”Act of 1934, as amended, and the transfer rules and regulations of the Newco Shares Commission thereunder are hereinafter collectively referred to as the "Exchange Act." The Company in exchange for hereby confirms its agreements with the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (Underwriters as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each CRA International, Inc. (the “Company”), a Massachusetts corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, without par value, of which no shares are outstanding and 25,000,000 shares of Common Stock, without par value (“Common Stock”), of which 10,172,188 shares were outstanding as of May 25, 2005. The Company proposes to issue and sell 710,000 shares of its authorized but unissued Common Stock, and certain stockholders and optionholders of the stockholders listed Company (collectively referred to as the “Selling Stockholders” and named in Schedule B) propose to sell 1,189,227 shares of the Company’s issued and outstanding Common Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. Collectively, such total of 1,899,227 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the “Firm Shares.” In addition, the Company and the Selling Stockholders propose to grant to the Underwriters an option to purchase up to 284,884 additional shares of Common Stock (“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” (1) Plus an option to acquire up to 284,884 additional shares to cover overallotments. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling StockholdersPricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England Selling Stockholders and Wales (“Misys”), agrees severally with the several Underwriters named Representatives and shall specify such applicable information as is indicated in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) Exhibit A hereto. The offering of the common stockShares will be governed by this Agreement, par value $0.01 per share (“Securities”)as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (this Agreement shall be deemed to incorporate the “Company”) Pricing Agreement. The Company and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together hereby confirm their respective agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each CII Technologies Inc. (the "Company"), a Delaware corporation, proposes to issue and sell 3,500,000 shares of its authorized but unissued Common Stock $0.01 par value per share ("Common Stock") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), who are acting severally and not jointly. Such total of 3,500,000 shares of Common Stock proposed to be sold by the Company is hereinafter referred to as the "Firm Shares." In addition, the Company proposes to grant to the Underwriters an option to purchase up to 525,000 additional shares of Common Stock ("Option Shares") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the stockholders listed Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. and ▇▇▇▇▇▇ ▇▇▇▇ LLC (the "Representatives"), acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”"Pricing Agreement"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and Pricing Agreement may take the Optional Securities are herein collectively called the “Offered Securities.” As part form of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion an exchange of the offering any standard form of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and written telecommunication between the Company and Misysthe Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire follows: -------------- /*/Plus an option to transfer the Newco Shares (as defined in the Framework Agreement) to acquire from the Company in exchange for 61,308,295 newly issued up to 525,000 additional shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)cover overallotments.

Introductory. Each of the stockholders listed on Schedule A hereto Team Financial, Inc. (the “Selling Stockholders”"Company"), each a direct or indirect wholly-owned subsidiary bank holding company, has an authorized capital stock consisting of Misys plc10,000,000 shares of Preferred Stock, a public limited company formed under the laws none of England which were outstanding as of May ___, 1999, and Wales 50,000,000 shares of Common Stock (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”"Common Stock"), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each which ____________ shares were outstanding as of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth belowsuch date. The Firm Securities Company proposes to issue and the Optional Securities are herein collectively called the “Offered Securities.” As part sell 700,000 shares of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation its authorized but unissued Common Stock and a direct wholly owned subsidiary shareholder of the Company (“Merger Sub,” referred to as the "Selling Shareholder" and together with named in Schedule B) proposes to sell 300,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A, as it may be amended by the Pricing Agreement hereinafter defined (the "Underwriters"), who are acting severally and not jointly. Collectively, such total of 1,000,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholder is hereinafter referred to as the "Firm Shares." In addition, the Company [and the Selling Shareholder] propose to grant to the Underwriters an option to purchase up to 150,000 additional shares of Common Stock ("Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Selling Shareholder that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and after the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the “Allscripts Parties”) Selling Shareholder and Eclipsys Corporationthe Representative, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary acting on behalf of the Company. After completion of the US Reorganization (as defined several Underwriters, shall enter into an agreement substantially in the Framework form of Exhibit A hereto ("Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written communication between the Company, the Selling Stockholders desire Shareholder and the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. -------------------- *Plus an option to transfer the Newco Shares (as defined in the Framework Agreement) acquire up to the Company in exchange for 61,308,295 newly issued 150,000 additional shares to cover overallotments. The offering of the Company’s common stock (such newly issued sharesShares will be governed by this Agreement, as supplemented by the “Exchange Shares”Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and the transfer of Selling Shareholder hereby confirm their agreements with the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (Underwriters as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto HealthStream, Inc. (the “Selling StockholdersCompany”), each a direct or indirect wholly-owned subsidiary Tennessee corporation, has an authorized capital stock consisting of Misys plc10,000,000 shares, a public limited company formed under no par value, of preferred stock, of which no shares will be issued and outstanding as of the laws First Closing Date hereinafter defined and 75,000,000 shares, no par value, of England and Wales Common Stock (“MisysCommon Stock”), agrees severally with of which 27,791,527 shares were issued and outstanding as of May 21, 2015, and no other shares of Common Stock will have been issued as of the First Closing Date hereinafter defined, except for shares of Common Stock issued upon the vesting of restricted stock units and exercise of stock options outstanding as of the date hereof or shares of Common Stock issued pursuant to this Agreement. The Company proposes to issue and sell 3,365,000 shares of its authorized but unissued Common Stock to the several Underwriters underwriters named in Schedule B hereto A (the “Underwriters”) ), who are acting severally and not jointly. Such total of 3,365,000 shares of Common Stock proposed to sell be sold by the Company is hereinafter referred to as the “Firm Shares.” In addition, the Company proposes to grant to the several Underwriters an option to purchase up to an aggregate of 27,000,000 outstanding 504,750 additional shares of Common Stock (the “Option Shares”) as provided in Section 4 hereof. The Firm SecuritiesShares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. and ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. (the “Representatives”) have advised the Company that the Underwriters propose to make a public offering (the “Offering”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each their respective portions of the Selling Stockholders also agrees to sell to Shares as soon as the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth belowRepresentatives deem advisable. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together hereby confirms their agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each MCSi, Inc. ("COMPANY") a Maryland corporation, has an authorized capital stock consisting of 5,000,000 shares of Preferred Stock, no par value, of which no shares were outstanding as of _________, 2001 and 30,000,000 shares, no par value, of Common Stock ("COMMON STOCK") of which ____________ shares were outstanding as of the date hereof. The Company proposes to issue and sell 4,000,000 shares of its authorized but unissued Common Stock, and certain stockholders listed of the Company (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to sell 500,000 shares of the Company's issued and outstanding Common Stock, to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. Collectively, such total of 4,500,000 shares of Common Stock proposed to be sold by the Company and the Selling Stockholders is hereinafter referred to as the "FIRM SHARES." In addition, the Company and the Selling Stockholders propose to grant to the Underwriters an option to purchase up to 675,000 additional shares of Common Stock ("OPTION SHARES") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. ("▇▇▇▇▇") has the authority, subject to the terms and conditions contained herein, to act on Schedule behalf of the several Underwriters and the Representatives hereunder. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto ("PRICING AGREEMENT"). The Pricing Agreement may take the “form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under Stockholders and the laws of England Representatives and Wales (“Misys”), agrees severally with the several Underwriters named shall specify such applicable information as is indicated in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) Exhibit A hereto. The offering of the common stockShares will be governed by this Agreement, par value $0.01 per share as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. -------- (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”1) Plus an option to acquire up to 675,000 additional shares to cover overallotments. The Company and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together hereby confirms their agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each Independence Energy Aggregator L.P. (the “Selling Stockholder”), as a stockholder of Crescent Energy Company, a Delaware corporation (“Company”), agrees with the stockholders listed on several underwriters named in Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate 5,000,000 shares of 27,000,000 outstanding shares its Class A common stock of the Company, par value $0.0001 (the “Class A Common Stock” or the “Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the . The Selling Stockholders Stockholder also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 750,000 additional outstanding shares of Class A Common Stock of the Company (“Optional Securities”) of Securities ), as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part ”. The shares of Class A Common Stock of the transactions described under Company to be outstanding after giving effect to the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering sale of the Offered Securities andare referred to herein as the “Stock”. The Offered Securities consist of shares of Class A Common Stock that are issuable upon redemption of units representing limited liability company interests (the “OpCo Units”) of Crescent Energy OpCo LLC, subject a Delaware limited liability company (“OpCo”), together with the redemption of an equal number of shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), of the Company, pursuant to the satisfaction or waiver Amended and Restated Limited Liability Company Agreement of certain conditions set forth in the Framework AgreementOpCo, dated as of June 9December 7, 2010, as amended on July 26, 2010 2021 (as in existence on the date hereof, the “Framework OpCo LLC Agreement”), by and between immediately prior to the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 Closing Date (as hereinafter defined) on which the Offered Securities are to be sold (such redemption being hereinafter referred to as a “Redemption Transaction” and any such Shares issued in existence on a Redemption Transaction hereinafter referred to as “Redemption Shares”). In order to exercise their redemption right pursuant to the date hereofterms of the OpCo LLC Agreement, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., Selling Stockholder shall deliver a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization Redemption Notice (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework OpCo LLC Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares OpCo prior to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)Date.

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare SolutionsPortfolio Recovery Associates, Inc., a Delaware corporation (the “Company”), has an authorized capital stock consisting of 2,000,000 shares of preferred stock, $0.01 par value, of which no shares were outstanding as of the date hereof and 30,000,000 shares of common stock, $0.01 par value (“Common Stock”), of which [ ] shares will be outstanding immediately prior to the closing of the offering of shares contemplated by this Agreement. Certain stockholders of the Company (collectively referred to as the “Selling Stockholders” and named in Schedule B) propose to sell in the aggregate 1,700,000 shares (the “Firm Shares”) of the Company’s issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. In addition, the Selling Stockholders propose to grant to the Underwriters an option to purchase in aggregate up to 255,000 additional shares of Common Stock (“Option Shares”) as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. has the authority, subject to the terms and conditions contained herein, to act on behalf of the several Underwriters hereunder. You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Underwriters shall enter into an agreement substantially in the form of Exhibit A 1Plus an option to acquire up to 255,000 additional shares to cover overallotments. hereto (“Pricing Agreement”). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders and the Underwriters and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together hereby confirm their agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc.Houston Wire & Cable Company, a Delaware corporation (the “"Company”) and each "), has an authorized share capital consisting of 100,000,000 shares, $0.001 par value, of Common Stock ("Common Stock"), of which 20,867,172 shares will be outstanding as of the First Closing Date hereinafter defined, and 5,000,000 shares, $0.001 par value, of Preferred Stock, of which no shares will be outstanding as of the First Closing Date hereinafter defined. The Company proposes to issue and sell 4,250,000 shares of its authorized but unissued Common Stock, and certain shareholders of the Company (as named in Schedule B, the "Selling Stockholders also agrees Shareholders") propose to sell in the aggregate 4,250,000 shares of the Company's issued and outstanding Common Stock to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("Underwriters"), at who are acting severally and not jointly. Collectively, such total of 8,500,000 shares of Common Stock proposed to be sold by the Company and the Selling Shareholders is hereinafter referred to as the "Firm Shares." In addition, the Selling Shareholders propose to grant to the Underwriters an option to purchase up to 1,275,000 additional shares of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares Common Stock (“Optional Securities”"Option Shares") of Securities as set forth belowprovided in Section 5 hereof. The Firm Securities Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Optional Securities are herein collectively called Selling Shareholders that the “Offered Securities.” As Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. The Company and the Underwriters agree that up to 425,000 of the Shares to be purchased by the Underwriters (the "Reserved Shares") shall be reserved for sale by the Underwriters to certain eligible directors, officers, employees and related persons of the Company and Code ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLC (the "Invitees"), as part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion distribution of the offering of Shares by the Offered Securities andUnderwriters, subject to the satisfaction or waiver terms of certain conditions set forth this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. ("NASD") and all other applicable laws, rules and regulations. To the extent that any such Reserved Shares are not orally confirmed for purchase by Invitees by the end of the first Plus an option to acquire up to 1,275,000 additional shares to cover overallotments. business day after the date of this Agreement, such Reserved Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Shareholders and the Representative, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the Framework form of Exhibit A hereto (the "Pricing Agreement, dated as "). The Pricing Agreement may take the form of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan an exchange of Merger, dated as any standard form of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and written telecommunication among the Company, Arsenal Merger Corp., a Delaware corporation the Selling Shareholders and a direct wholly owned subsidiary the Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together the Selling Shareholders hereby confirm their agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each American Medserve Corporation ("COMPANY") a Delaware corporation, has an authorized capital stock consisting of 1,000,000 shares of Preferred Stock, $.01 par value, none of which were outstanding as of November ___, 1996 and 30,000,000 shares of Common Stock ("COMMON STOCK"), $.01 par value, of which 5,559,625 shares were outstanding as of such date. The Company proposes to issue and sell 5,357,000 shares of its authorized but unissued Common Stock ("FIRM SHARES") to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined ("UNDERWRITERS"), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 803,550 additional shares of Common Stock ("OPTION SHARES") as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the "SHARES." You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the stockholders listed Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”"PRICING --------------------------- *Plus an option to acquire up to 803,550 additional shares to cover overallotments. AGREEMENT"), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and Pricing Agreement may take the Optional Securities are herein collectively called the “Offered Securities.” As part form of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion an exchange of the offering any standard form of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and written telecommunication between the Company and Misysthe Representatives and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows:

Introductory. Each Lime Energy Co. (the “Company”), a Delaware corporation, has an authorized capital stock consisting of 5,000,000 shares, $0.01 par value, of Preferred Stock, of which no shares will be outstanding as of the stockholders listed First Closing Date hereinafter defined, and 50,000,000 shares, $0.0001 par value, of Common Stock (“Common Stock”), of which shares will be outstanding as of the First Closing Date hereinafter defined (taking into account the conversion of the Company’s Convertible Subordinated Notes due May 31, 2010 prior to the purchase of the Firm Shares). The Company proposes to issue and sell 5,000,000 shares of its authorized but unissued Common Stock (“Firm Shares”) to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (“Underwriters”), who are acting severally and not jointly. In addition, the Company proposes to grant to the Underwriters an option to purchase up to 750,000 additional shares of Common Stock (“Option Shares”) as provided in Section 4 hereof. The Firm Shares and, to the extent such option is exercised, the Option Shares, are hereinafter collectively referred to as the “Shares.” You have advised the Company that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representative, acting on Schedule behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Company”) and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Pricing Agreement”), by and . The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and Misysthe Representative and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on after the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company (“Merger Sub,” and together hereby confirms its agreement with the Company, the “Allscripts Parties”Underwriters as follows: (1) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire Plus an option to transfer the Newco Shares (as defined in the Framework Agreement) acquire up to the Company in exchange for 61,308,295 newly issued 750,000 additional shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”)cover overallotments.

Introductory. Each of the stockholders listed on Schedule A hereto (the “Selling Stockholders”), each a direct or indirect wholly-owned subsidiary of Misys plc, a public limited company formed under the laws of England and Wales (“Misys”), agrees severally with the several Underwriters named in Schedule B hereto (the “Underwriters”) to sell to the several Underwriters an aggregate of 27,000,000 outstanding shares (“Firm Securities”) of the common stock, par value $0.01 per share (“Securities”), of Allscripts-Misys Healthcare Solutions, Inc.Zebra Technologies Corporation, a Delaware corporation (the “"Company”"), has an authorized capital stock consisting of [10,000,000] shares of Preferred Stock, $.01 par value, of which [_________] shares have been issued as of August [___], 1997, [35,000,000] shares of Class A Common Stock, $.01 par value (the "Class A Common Stock"), of which [___________] shares were outstanding as of August [___], 1997 and [35,000,000] shares of Class B Common Stock, $.01 par value (the "Class B Common Stock"; the Class B Common Stock and the Class A Common Stock are hereinafter collectively referred to as the "Common Stock"), of which [__________] shares were outstanding as of August [___], 1997. Certain stockholders of the Company (collectively referred to as the "Selling Stockholders" and named in Schedule B) propose to sell 2,056,344 shares of the Company's issued and outstanding Class B Common Stock, which shares of Class B Common Stock, pursuant to their terms, shall automatically be converted into an equal number of shares of Class A Common Stock upon such sale, to you as the underwriters named in Schedule A hereto as it may be amended by the Pricing Agreement hereinafter defined (the "Underwriters"), who are acting severally and not jointly. Collectively, such total of 2,056,344 shares of Class A Common Stock proposed to be sold by the Selling Stockholders are hereinafter referred to as the "Firm Shares." In addition, certain Selling Stockholders propose to grant to the Underwriters an option to purchase up to 308,451 additional shares of Class A Common Stock (the "Option Shares") as provided in Section 5 hereof. The Firm Shares and, to the extent such option is exercised, the Option --------------- * Plus an option to acquire up to 308,451 additional shares from the Selling Stockholders to cover overallotment. Shares, are hereinafter collectively referred to as the "Shares." You have advised the Company and the Selling Stockholders that the Underwriters propose to make a public offering of their respective portions of the Shares as soon as you deem advisable after the registration statement hereinafter referred to becomes effective, if it has not yet become effective, and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company, the Selling Stockholders and the Underwriters shall enter into an agreement substantially in the form of Exhibit A hereto (the "Pricing Agreement"). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company, the Selling Stockholders and the Underwriters and shall specify such applicable information as is indicated in Exhibit A hereto. The offering of the Shares will be governed by this Agreement, as supplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, this Agreement shall be deemed to incorporate the Pricing Agreement. The Company and each of the Selling Stockholders also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 4,050,000 additional outstanding shares (“Optional Securities”) of Securities as set forth below. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” As part of the transactions described under the heading “The Eclipsys Merger” in the Company’s preliminary prospectus supplement, dated August 16, 2010, following completion of the offering of the Offered Securities and, subject to the satisfaction or waiver of certain conditions set forth in the Framework Agreement, dated as of June 9, 2010, as amended on July 26, 2010 (as in existence on the date hereof, the “Framework Agreement”), by and between the Company and Misys, and in the Agreement and Plan of Merger, dated as of June 9, 2010 (as in existence on the date hereof, the “Merger Agreement”), by and among the Company, Arsenal Merger Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub,” and together hereby confirm their agreements with the Company, the “Allscripts Parties”) and Eclipsys Corporation, a Delaware corporation (“Target”), Merger Sub will merge with and into Target, with Target surviving Underwriters as a wholly owned subsidiary of the Company. After completion of the US Reorganization (as defined in the Framework Agreement), the Selling Stockholders desire to transfer the Newco Shares (as defined in the Framework Agreement) to the Company in exchange for 61,308,295 newly issued shares of the Company’s common stock (such newly issued shares, the “Exchange Shares”, and the transfer of the Newco Shares to the Company in exchange for the Exchange Shares, the “Arsenal Exchange”). Upon the terms and subject to the conditions of the Framework Agreement, the Company will, on the First Closing Date (as defined below), repurchase 24,442,083 shares of the Company’s common stock to be received by the Selling Stockholders and Misys Patriot Limited, a limited company formed under the Laws of England and Wales, in the Arsenal Exchange for an aggregate consideration of $577.4 million (the “Share Repurchase”).follows: