TENDER AND SUPPORT AGREEMENTTender and Support Agreement • October 4th, 2013 • Crestview Acquisition Corp. • Services-computer integrated systems design • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 23, 2013, is by and among VCG Holdings, LLC, a Delaware limited liability company (“Parent”), Crestview Acquisition Corp., a Delaware corporation and a wholly-owned direct or indirect subsidiary of Parent (“Merger Sub”), and the stockholder set forth on Schedule I attached hereto (“Stockholder”).
Vista Equity Partners Fund IV, L.P. Suite 3100 Austin, TX 78701 September 23, 2013Merger Agreement • October 4th, 2013 • Crestview Acquisition Corp. • Services-computer integrated systems design • Delaware
Reference is made to that certain Agreement and Plan of Merger (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), dated as of the date hereof, by and among Greenway Medical Technologies, Inc., a Delaware corporation (the “Company”), VCG Holdings, LLC, a Delaware limited liability company (“you” or “Parent”), and Crestview Acquisition Corp., a Delaware corporation (“Merger Sub”). Capitalized terms used and not otherwise defined in this letter shall have the meanings ascribed to such terms in the Merger Agreement.
LIMITED GUARANTYLimited Guaranty • October 4th, 2013 • Crestview Acquisition Corp. • Services-computer integrated systems design • Delaware
THIS LIMITED GUARANTY, dated as of September 23, 2013 (this “Limited Guaranty”), is made by Vista Equity Partners Fund IV, L.P., a Delaware limited partnership (the “Guarantor”), in favor of Greenway Medical Technologies, Inc., a Delaware corporation (the “Company”). Reference is hereby made to that certain Agreement and Plan of Merger, dated on or about the date hereof (as the same may be amended, modified or restated in accordance with the terms thereof, the “Merger Agreement”), by and among the Company, VCG Holdings, LLC, a Delaware limited liability company (“Parent”), and Crestview Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • October 3rd, 2013 • Crestview Acquisition Corp. • Services-computer integrated systems design
In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby confirm the agreement by and among them to the joint filing on behalf of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of Greenway Medical Technologies, Inc., a Delaware corporation, and that this agreement may be included as an exhibit to such joint filing.
FIRST AMENDMENT TO CONFIDENTIALITY AGREEMENTConfidentiality Agreement • October 4th, 2013 • Crestview Acquisition Corp. • Services-computer integrated systems design
THIS FIRST AMENDMENT TO CONFIDENTIALITY AGREEMENT (the “Amendment”) is made as of September 6, 2013 by and between Greenway Medical Technologies, Inc., a Delaware corporation (“Greenway”), and Vista Equity Partners III, LLC (“Vista”). All initially capitalized terms used but not defined herein shall have the meanings set forth in the Confidentiality Agreement (as such term is defined below).
CONFIDENTIALITY AGREEMENTConfidentiality Agreement • October 4th, 2013 • Crestview Acquisition Corp. • Services-computer integrated systems design • Delaware
THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made as of June 14, 2013 by and between Greenway Medical Technologies, Inc., a Delaware corporation (“Greenway”), and Vista Equity Partners III, LLC (“Vista”).
