January 24, 1997
ALLTEL Information Services, Inc.
0000 Xxxxxx Xxxxxx Xxxx
Xxxxxx Xxxx, XX 00000
Attn: Xxxxxxx X. Xxx
President
Ladies and Gentlemen:
This will confirm the understanding among us with respect to the
Agreement of Merger (the "Merger Agreement") among ALLTEL Information Services,
Inc. ("ALLTEL"), ALLTEL Healthcare Information Services, Inc., Eclipsys
Corporation ("Eclipsys") and Eclipsys Solutions Corp. and the related closing on
the date hereof (the "Eclipsys Closing"). In order to induce ALLTEL to enter
into the Merger Agreement and other good and valuable consideration the
undersigned, General Atlantic Partners 38, L.P., General Atlantic Partners 28,
L.P, and GAP Coinvestment Partners, L.P. (collectively, "General Atlantic") and
Xxxxxx X. Xxxxxx and Wilfam Ltd (collectively, "Xxxxxx") covenant and agree with
ALLTEL as follows:
(a) On or before March 31, 1997 General Atlantic and Xxxxxx will
deliver to ALLTEL option agreements, in form and substance satisfactory to
ALLTEL (the "Option Agreements"), which will provide that each of General
Atlantic and Xxxxxx will sell to ALLTEL at $.01 per share of up to an aggregate
of 103,602 (70,699 for General Atlantic and 32,903 for Xxxxxx) shares of Series
D Convertible Preferred Stock, par value $.01, per share of Eclipsys (the
"Shares").
(b) The options will be exercisable by ALLTEL within 90 days after
written notice provided to ALLTEL of the exercise by either of First Union
Corporation ("First Union") and BT Investment Partners, Inc., ("BT,"
collectively, the Warrantholders") under the Warrants issued to each respective
Warrantholder at the Eclipsys Closing.
(c) The Shares will be issued by General Atlantic and Xxxxxx pro rata
(68% for General Atlantic and 32% for Xxxxxx) as follows: for every 6.666686
shares issued to either or both of First Union and BT, General Atlantic and
Xxxxxx
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will transfer to ALLTEL under the Option Agreements on a pro rata basis one (1)
share of Series D Convertible Preferred Stock.
(d) On or prior to March 31, 1997, General Xxxxxxxx and Xxxxxx will
escrow (without right of return, sale or encumbrance) with the Eclipsys
corporate secretary certificates representing 103,602 shares, and will cause the
corporate secretary to inform XXXXXX when this escrow has been completed.
(e) General Atlantic and Xxxxxx will endeavor to obtain any waivers or
consents under the Amended and Restated Stockholders Agreement of Eclipsys dated
the date hereof, and any other corporate documents or agreements, that may be
necessary to effect this agreement and the Option Agreements, but in any case
General Atlantic and Xxxxxx will indemnify ALLTEL for any failure to receive
such waivers or consents, including the sale of additional shares if necessary
so that ALLTEL receives the full benefit of the Option Agreements. Except for
the abovementioned Shareholders Agreement, the undersigned represent to ALLTEL
that this Agreement does not violate any agreement of Eclipsys known to them.
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Xxxxxx X. Xxxxxx
WILFAM LTD.
By: ____________________________
Name: Xxxxxx X. Xxxxxx
Title: General Partner
GENERAL ATLANTIC PARTNERS 38, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its general partner
By: ___________________________
Xxxxxxx X. Xxxx
A Managing Member
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GENERAL ATLANTIC PARTNERS 28, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its general partner
By: ___________________________
Xxxxxxx X. Xxxx
A Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: ___________________________
Xxxxxxx X. Xxxx
A General Partner
Accepted:
ALLTEL INFORMATION SERVICES, INC.
By: ______________________________
Xxxxxxx X. Xxxxxxxx
Vice President
