CONTRIBUTION AND INVESTMENT AGREEMENT BY AND AMONG ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., GI NETSMART HOLDINGS LLC, NATHAN HOLDING LLC AND ANDREWS HENDERSON LLC Dated as of March 20, 2016Contribution and Investment Agreement • March 23rd, 2016 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • Delaware
WHEREAS, subject to the terms and conditions of that certain Contribution, Assignment and Assumption Agreement, dated as of March 17, 2016 (the “Contribution Date”), by and among Andrews, Allscripts Healthcare, LLC, a North Carolina limited liability company (“Andrews LLC”), and the Company (the “Andrews Asset Assignment Agreement”), effective as of the Contribution Date, (x) Andrews caused the entire interest of Andrews and Andrews LLC in the Transferred Assets to be transferred to the Company, which, as of the Contribution Date, was a wholly owned subsidiary of Andrews LLC, and (y) the Company assumed the Assumed Liabilities, in each case as provided in the Andrews Asset Assignment Agreement (the “Andrews Asset Assignment Transaction”);
AGREEMENT AND PLAN OF MERGER dated as of March 20, 2016 by and among NATHAN INTERMEDIATE LLC, NATHAN MERGER CO., NETSMART, INC. and GENSTAR CAPITAL PARTNERS V, L.P.Merger Agreement • March 23rd, 2016 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of March 20, 2016 by and among Nathan Intermediate LLC, a Delaware limited liability company (“Parent”), Nathan Merger Co., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Netsmart, Inc., a Delaware corporation (the “Company”), and Genstar Capital Partners V, L.P., as the Equityholders’ Representative (the “Equityholders’ Representative”).
