EXHIBIT 10.19
February 25, 2001
Constellation Software, Inc.
Attention: Xxxx Xxxxxxx, President
00 Xxxxxxxx Xx. X.
Xxxxx 0000
Xxxxxxx, Xxxxxxx
X0X 0X0
Re: Agreement between Constellation Software, Inc. ("CSI"), Xxxx Xxxxxxx
("Xxxxxxx"), HTE, Inc. ("HTE") and HTE's Board of Directors
(the "Agreement")
Dear Xxxx:
Under the terms of the Agreement, CSI must obtain HTE's written consent in order
to purchase additional shares of HTE's common stock. Accordingly, subject to
CSI's acceptance of the following terms and conditions, HTE hereby consents to
CSI purchasing additional shares of HTE's common stock (the "Additional HTE
Stock"):
1. The Additional HTE Stock shall not exceed 100,000 shares.
2. The trade date(s) for the purchase(s) of the Additional HTE
Stock shall take place prior to March 1, 2000.
3. As long as CSI holds a beneficial ownership or interest in the
Additional HTE Stock, CSI shall effect such action as may be necessary to ensure
that all such shares are: (i) voted in favor of all of the nominees to, and
proposals of, the board of directors as approved by the HTE Board; (ii) voted
against any shareholder proposal not approved or recommended by the HTE Board;
and (iii) voted and deemed to be present in person or by proxy at all meetings
of the shareholders of HTE so that all shares may be counted for purposes of
determining the presence of a quorum at such meeting.
4. Except as specifically provided herein, the Additional HTE
Stock acquired by Constellation shall be subject to and governed by the terms
and conditions of the Agreement.
5. HTE and CSI will diligently endeavor to negotiate and enter
into an amendment to the Agreement prior March 31, 2001, which includes the
following: (i) authorizes CSI to purchase up to an additional 400,000 shares of
HTE's common stock; (ii) requires all additional shares of HTE's common stock
which may be acquired by CSI hereunder to be voted in a manner consistent with
the HTE Board's position on a particular matter, as provided in number 3; (iii)
subjects all shares of HTE stock held by CSI to certain resale or transfer
restrictions in the open market; and (iv) limits the number of shares of HTE
stock which CSI may sale or transfer to a single group, entity or person.
Please indicate Constellation's approval and acceptance by signing below.
With kindest regards,
X. X. Xxxxxx, Xx.
Executive Vice President, HTE, Inc.
Approved and Accepted by Constellation Software, Inc.
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Xxxx Xxxxxxx, President
