GREENWAY MEDICAL TECHNOLOGIES, INC. _______________ Shares of Common Stock (Par Value $0.0001 Per Share) Form of Underwriting AgreementGreenway Medical Technologies Inc • January 18th, 2012 • Services-computer integrated systems design • New York
Greenway Medical Technologies, Inc., a Georgia corporation, which will merge into Greenway Medical Technologies, Inc., a Delaware corporation (the “Merger”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of _______ shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of _______ shares of common stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional _______ shares of common stock, par value $0.0001 per share, of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” T
GREENWAY MEDICAL TECHNOLOGIES, INC. FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 18th, 2012 • Greenway Medical Technologies Inc • Services-computer integrated systems design • Delaware
This Indemnification Agreement (this “Agreement”) is effective as of , 2012 by and between Greenway Medical Technologies, Inc., a Delaware corporation (the “Company”), and ____________ (the “Indemnitee”).
FOURTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • September 13th, 2013 • Greenway Medical Technologies Inc • Services-computer integrated systems design • Georgia
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is made and entered into as of June 10, 2013, by and between GREENWAY MEDICAL TECHNOLOGIES, INC., a Georgia corporation, as the borrower (the “Borrower”), each of the
CREDIT AGREEMENT Dated as of March 22, 2011 among GREENWAY MEDICAL TECHNOLOGIES, INC. as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and LC Issuer, and The Other Lenders Party HeretoCredit Agreement • July 15th, 2011 • Greenway Medical Technologies Inc • Georgia
CREDIT AGREEMENT (this “Agreement”) is entered into as of March 22, 2011, among GREENWAY MEDICAL TECHNOLOGIES, INC., a Georgia corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
SECOND AMENDED AND RESTATED VOTING AGREEMENTVoting Agreement • August 26th, 2011 • Greenway Medical Technologies Inc • Services-computer integrated systems design • Delaware
This SECOND AMENDED AND RESTATED VOTING AGREEMENT (the “Agreement”) is made and entered into effective as of October __, 2006, by and among Greenway Medical Technologies, Inc., a Georgia corporation (the “Company”), the holders of the Company’s Series A Preferred Stock (the “Series A Preferred Stock”) listed on Schedule A hereto (collectively, the “Series A Investors”), the holders of the Company’s Series B Preferred Stock (the “Series B Preferred Stock” and together with the Series A Preferred Stock, the “Preferred Stock”) listed on Schedule B hereto (collectively, the “Series B Investors”), and the holders of Common Stock of the Company listed on Schedule C hereto (collectively, the “Common Holders”). The Company, the Series A Investors, the Common Holders and the Series B Investors are individually referred to herein as a “Party” and are collectively referred to herein as the “Parties.” The Company’s Board of Directors is referred to herein as the “Board.”
TRIPLE NET LEASE ELIZABETH VILLAGE, LLC as Landlord and GREENWAY MEDICAL TECHNOLOGIES, INC. as Tenant Carrollton, Georgia Dated as of July 1, 2000Triple Net Lease Agreement • July 15th, 2011 • Greenway Medical Technologies Inc • Georgia
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of the first day of July, 2000, by and between ELIZABETH VILLAGE, LLC, a Georgia limited liability company, hereinafter referred to as “Landlord”, and GREEN WAY MEDICAL TECHNOLOGIES, INC., a Georgia corporation, hereinafter referred to as “Tenant”. Landlord and Tenant, intending to be bound by the covenants contained herein, do hereby agree as follows:
SOFTWARE LICENSE AND SERVICES AGREEMENTSoftware License and Services Agreement • September 23rd, 2011 • Greenway Medical Technologies Inc • Services-computer integrated systems design • New York
This Software License and Services Agreement (the “Agreement”) is made and entered into as of the date of the last signature below (“Effective Date”) by and between GREENWAY MEDICAL TECHNOLOGIES, INC., a Georgia corporation having its principal place of business at 121 Greenway Boulevard, Carrollton, Georgia 30117 (“Greenway”) and WALGREEN CO., an Illinois corporation with offices located at 200 Wilmot Rd, Deerfield, Illinois 60015, on behalf of itself, and its Subsidiaries as defined herein (“Client”).
AGREEMENT AND PLAN OF MERGER among: Greenway Medical Technologies, Inc.,Agreement and Plan of Merger • September 23rd, 2013 • Greenway Medical Technologies Inc • Services-computer integrated systems design • Delaware
This Agreement and Plan of Merger (“Agreement”) is made and entered into as of September 23, 2013, by and among: VCG Holdings, LLC, a Delaware limited liability company (“Parent”); Crestview Acquisition Corp, a Delaware corporation and a wholly owned direct subsidiary of Parent (“Merger Sub”); and Greenway Medical Technologies, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
FIRST AMENDMENT TO, LIMITED WAIVER AND CONSENT UNDER CREDIT AGREEMENTConsent Under Credit Agreement • December 5th, 2011 • Greenway Medical Technologies Inc • Services-computer integrated systems design • Georgia
THIS FIRST AMENDMENT TO, LIMITED WAIVER AND CONSENT UNDER CREDIT AGREEMENT (this “Amendment”) is made and entered into as of September 23, 2011, by and between GREENWAY MEDICAL TECHNOLOGIES, INC., a Georgia corporation, as the borrower (the “Borrower”), each of the lenders party hereto (collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as the administrative agent (together with its successors and assigns, the “Administrative Agent”).
CREDIT AGREEMENT Dated as of March 22, 2011 among GREENWAY MEDICAL TECHNOLOGIES, INC. as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and LC Issuer, and The Other Lenders Party HeretoCredit Agreement • August 26th, 2011 • Greenway Medical Technologies Inc • Services-computer integrated systems design • Georgia
CREDIT AGREEMENT (this “Agreement”) is entered into as of March 22, 2011, among GREENWAY MEDICAL TECHNOLOGIES, INC., a Georgia corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent and L/C Issuer.
SECOND AMENDMENT TO AND CONSENT UNDER CREDIT AGREEMENTAnd Consent Under Credit Agreement • January 18th, 2012 • Greenway Medical Technologies Inc • Services-computer integrated systems design • Georgia
THIS SECOND AMENDMENT TO AND CONSENT UNDER CREDIT AGREEMENT (this “Amendment”) is made and entered into as of December 1, 2011, by and between GREENWAY MEDICAL TECHNOLOGIES, INC., a Georgia corporation, as the borrower (the “Borrower”), each of the lenders party hereto (collectively, the “Lenders”), and BANK OF AMERICA, N.A., a national banking association, as the administrative agent (together with its successors and assigns, the “Administrative Agent”).
ISO AGREEMENTIso Agreement • August 26th, 2011 • Greenway Medical Technologies Inc • Services-computer integrated systems design
THIS AGREEMENT, entered into as of the Grant Date (as defined in paragraph 1), by and between the Participant and Greenway Medical Technologies Inc. (the “Company”);
GREENWAY MEDICAL TECHNOLOGIES, INC. Stock Option Award AgreementStock Option Award Agreement • March 5th, 2012 • Greenway Medical Technologies Inc • Services-computer integrated systems design • Georgia
This Award is conditioned on your execution of this Award Agreement within twenty (20) days after the Grant Date specified in Section 1 below. By executing this Award Agreement, you will be irrevocably agreeing that all of your rights under this Award will be determined solely and exclusively by reference to the terms and conditions of the Plan, subject to the provisions set forth below. As a result, you should not execute this Award Agreement until you have (i) carefully considered the terms and conditions of the Plan and this Award (including all of the attached Exhibits), and (ii) consulted with your personal legal and tax advisors about all of these documents.
CONFIDENTIALLicense and Services Agreement • December 5th, 2011 • Greenway Medical Technologies Inc • Services-computer integrated systems design • New York
This Software License and Services Agreement (the “Agreement”) is made and entered into as of the date of the last signature below (“Effective Date”) by and between GREENWAY MEDICAL TECHNOLOGIES, INC., a Georgia corporation having its principal place of business at 121 Greenway Boulevard, Carrollton, Georgia 30117 (“Greenway”) and WALGREEN CO., an Illinois corporation with offices located at 200 Wilmot Rd, Deerfield, Illinois 60015, on behalf of itself, and its Subsidiaries as defined herein (“Client”).
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • October 25th, 2013 • Greenway Medical Technologies Inc • Services-computer integrated systems design
This memorandum of understanding (“MOU”) is entered into as of October 25, 2013 and contains essential terms of a settlement agreed to in principle among plaintiff Booth Family IRA Trust, on behalf of itself and all others similarly situated as members of the putative class ( (“Plaintiff”), and defendants Greenway Medical Technologies, Inc. (“Greenway” or “Company”); Thomas Green, Jr.; Wyche T. Green, III; Robert Z. Hensley; D. Neal Morrison; Thomas T. Richards; Walter Turek; and Noah Walley (the “Greenway Board”) (Greenway and the Greenway Board collectively, “Defendants”). Plaintiff and Defendants are parties in a putative class action lawsuit (“the Action”), captioned Booth Family IRA Trust v. Greenway Medical Technologies, Inc., et al., filed on October 7, 2013 as Case No. 13-A-08600-2 in the Superior Court of Gwinnett County in the State of Georgia (the “Court”). This MOU outlines the general terms of the Settlement (as defined below) that are to be embodied, together with such ot
SECURITY AGREEMENTSecurity Agreement • July 15th, 2011 • Greenway Medical Technologies Inc • Georgia
THIS SECURITY AGREEMENT (this “Security Agreement”), dated as of March 22, 2011, is by the party identified as “Grantor” on the signature pages hereto and such other parties as may become Grantors hereunder after the date hereof (individually a “Grantor”, and collectively the “Grantors”) and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Agent”) for the Lenders (defined below).
NON-QUALIFIED STOCK OPTION AGREEMENTNon-Qualified Stock Option Agreement • August 26th, 2011 • Greenway Medical Technologies Inc • Services-computer integrated systems design
THIS OPTION AGREEMENT, made this [________], between Greenway Medical Technologies, Inc., a Georgia corporation (the "Corporation"), and [________] ("Grantee");
GREENWAY MEDICAL TECHNOLOGIES, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT OCTOBER 30, 2006Investors’ Rights Agreement • July 15th, 2011 • Greenway Medical Technologies Inc • Delaware
