VOTING AGREEMENT by and among ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC., MISYS PLC, MISYS PATRIOT US HOLDINGS LLC, MISYS PATRIOT LIMITED and ECLIPSYS CORPORATION dated as of June 9, 2010Voting Agreement • June 9th, 2010 • Allscripts-Misys Healthcare Solutions, Inc. • Services-computer integrated systems design
This VOTING AGREEMENT (this “Agreement”), dated as of June 9, 2010, is made by and among ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), MISYS PLC, a public limited company incorporated under the laws of England and Wales (“Manchester”), MISYS PATRIOT US HOLDINGS LLC, a Delaware limited liability company (“MPUSH”), MISYS PATRIOT LIMITED, a limited company formed under the laws of England and Wales (“MPL” and, together with Manchester and MPUSH, the “Stockholders” and each of them individually, a “Stockholder”), and ECLIPSYS CORPORATION, a Delaware corporation (“Emerald” and, together with the Company and the Stockholders, the “Parties” and each of them individually, a “Party”).
ValueAct Letterhead]Framework Agreement • June 9th, 2010 • Allscripts-Misys Healthcare Solutions, Inc. • Services-computer integrated systems design
We refer to a proposed disposal (the “Disposal”), to be effected pursuant to the Framework Agreement, dated as of the date hereof, between Misys plc, a public limited company incorporated under the laws of England and Wales with registered number 01360027 (the “Company”) and Allscripts-Misys Healthcare Solutions, Inc. (“Arsenal”, a Delaware corporation (the “Framework Agreement”), details of which will be set out in the circular to be sent by the Company to its shareholders (the “Shareholder Circular”).
REGISTRATION RIGHTS AGREEMENT JUNE 9, 2010 by and among MISYS PLC, KAPITI LIMITED, ACT SIGMEX LIMITED, and ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC.Registration Rights Agreement • June 9th, 2010 • Allscripts-Misys Healthcare Solutions, Inc. • Services-computer integrated systems design • Manchester
elects, a repurchase by Arsenal from Kapiti and ACTS of the Contingent Repurchase Shares (as defined in the Framework Agreement).
FRAMEWORK AGREEMENT by and between MISYS PLC and ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC. dated as of June 9, 2010Framework Agreement • June 9th, 2010 • Allscripts-Misys Healthcare Solutions, Inc. • Services-computer integrated systems design • New York
EXTENSION AND AMENDMENT AGREEMENT TO THE SHARED SERVICES AGREEMENTShared Services Agreement • June 9th, 2010 • Allscripts-Misys Healthcare Solutions, Inc. • Services-computer integrated systems design
This Extension and Amendment Agreement to the Shared Services Agreement (this “Amendment”) dated as of June 9, 2010 and effective from end of the Initial Service Period (the “Amendment Effective Date”) is by and between Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (“Allscripts”), and Misys plc, a public limited company incorporated under the laws of England and Wales (“Misys”).
