Exhibit 4.2


 

 

 

 

 

 

 

 

 

 


GREENWAY MEDICAL TECHNOLOGIES, INC.


 


AMENDED AND RESTATED INVESTORS’ RIGHTS
AGREEMENT







OCTOBER 30, 2006










TABLE OF CONTENTS


		 	 	   	Page

	1.
Registration Rights
	   	   	   	    	1	   
	1.1
Definitions
	   	   	   	    	1	   
	1.2 Request
for Registration
	   	   	   	    	2	   
	1.3 Company
Registration
	   	   	   	    	4	   
	1.4 Form S-3
Registration
	   	   	   	    	5	   
	1.5
Obligations of the Company
	   	   	   	    	6	   
	1.6
Information from Holder
	   	   	   	    	7	   
	1.7 Expenses
of Registration
	   	   	   	    	7	   
	1.8 Delay of
Registration
	   	   	   	    	8	   
	1.9
Indemnification
	   	   	   	    	8	   
	1.10 Reports
Under the 1934 Act
	   	   	   	    	10	   
	1.11
Assignment of Registration Rights
	   	   	   	    	10	   
	1.12
Limitations on Subsequent Registration Rights
	   	   	   	    	10	   
	1.13
“Market Stand-Off” Agreement
	   	   	   	    	11	   
	1.14
Termination of Registration Rights
	   	   	   	    	11	   
	 
	   	   	   	    	 	   
	2. Covenants
of the Company
	   	   	   	    	12	   
	2.1 Delivery
of Financial Statements
	   	   	   	    	12	   
	2.2
Inspection
	   	   	   	    	13	   
	2.3
Termination of Information and Inspection Covenants
	   	   	   	    	13	   
	2.4 Right of
First Offer
	   	   	   	    	13	   
	2.5
Directors’ Expenses; Committees
	   	   	   	    	14	   
	2.6 Directors
and Officers Insurance
	   	   	   	    	14	   
	2.7 Observer
Rights
	   	   	   	    	14	   
	2.8
Proprietary Information Agreements
	   	   	   	    	16	   
	2.9 Employee
Agreements
	   	   	   	    	16	   
	2.10 Key-Man
Insurance
	   	   	   	    	16	   
	2.11 Stock
Option Plan Matters
	   	   	   	    	16	   
	2.12
Additional Matters
	   	   	   	    	16	   
	2.13
Termination of Certain Covenants
	   	   	   	    	16	   
	 
	   	   	   	   	   	   
	 
	   	   	   	    	 	   
	3.
Miscellaneous
	   	   	   	    	17	   
	3.1
Successors and Assigns
	   	   	   	    	17	   
	3.2 Governing
Law
	   	   	   	    	17	   
	3.3
Counterparts
	   	   	   	    	17	   
	3.4 Titles
and Subtitles
	   	   	   	    	17	   
	3.5
Notices
	   	   	   	    	17	   
	3.6
Expenses
	   	   	   	    	17	   
	3.7 Entire
Agreement; Amendments and Waivers
	   	   	   	    	17	   
	3.8
Severability
	   	   	   	    	18	   
	3.9
Aggregation of Stock
	   	   	   	    	18	   
	 
	   	   	   	    	 	   
	SCHEDULE A
Schedule of Investors
	   	   	   	   	   	   



i










AMENDED AND RESTATED INVESTORS’
RIGHTS AGREEMENT


This AMENDED AND
RESTATED INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is made as of the 30th day of October, 2006,
by and among Greenway Medical Technologies, Inc., a Georgia corporation (the “Company”), and the investors
listed on Schedule A hereto, each of which is herein referred to as an “Investor” and collectively
as the “Investors”.


RECITALS


WHEREAS,
the Company, Investor Growth Capital Limited and Investor Group LP (the “Series A Investors”) are parties
to that certain Series A Preferred Stock Purchase Agreement dated as of May 14, 2002 (the “Series A Agreement”)
pursuant to which the Series A Investors purchased shares of the Company’s Series A Preferred Stock (the “Series
A Preferred Stock”) and possess registration rights, information rights and other rights pursuant to an Investors’
Rights Agreement dated as of May 14, 2002 among the Company and the Series A Investors (the “Prior Agreement”);


WHEREAS,
the Series A Investors desire to terminate the Prior Agreement and to accept the rights created pursuant hereto in lieu of the
rights granted to them under the Prior Agreement;


WHEREAS,
the Company and the Investors (the “Series B Investors”) are parties to that certain Series B Preferred
Stock Purchase Agreement dated as of even date herewith (the “Series B Agreement”); and


WHEREAS,
in order to induce the Series B Investors to purchase Series B Preferred Stock (the “Series B Preferred Stock”
and, together with the Series A Preferred Stock, the “Preferred Stock”) and invest funds in the Company
pursuant to the Series B Agreement, the Investors and the Company hereby agree that this Agreement shall govern
the rights of the Investors to cause the Company to register shares of Common Stock issued or issuable to them and certain other
matters as set forth herein.


NOW, THEREFORE,
THE PARTIES HEREBY AGREE AS FOLLOWS:


1.                  
Registration Rights. The Company covenants and agrees as follows:


1.1              
Definitions. For purposes of this Section 1:


(a)               
The term “Act” means the Securities Act of 1933, as amended.


(b)               
The term “Form S-3” means such form under the Act as in effect
on the date hereof or any registration form under the Act subsequently adopted by the SEC that permits inclusion or incorporation
of substantial information by reference to other documents filed by the Company with the SEC.


(c)               
The term “Holder” means any person owning or having the right to
acquire Registrable Securities or any assignee thereof in accordance with Section 1.11 hereof.


(d)               
The term “Initial Offering” means the Company’s first firm
commitment underwritten public offering of its Common Stock under the Act to the general public (other than a registration statement
relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan
or a SEC Rule 145 transaction).











(e)               
The term “1934 Act” means the Securities Exchange Act of 1934, as
amended.


(f)                
The terms “register,” “registered,” and
“registration” refer to a registration effected by preparing and filing a registration statement or similar
document in compliance with the Act, and the declaration or ordering of effectiveness of such registration statement or document.


(g)               
The term “Registrable Securities” means (i)  shares of the
Company’s Common Stock, $1.00 par value (“Common Stock”), issuable or issued upon conversion of
the Preferred Stock and any Common Stock acquired by the Investors pursuant to that certain Amended and Restated First Refusal
and Co-Sale Agreement dated the date hereof among the Parties and the Common Holders (as defined therein) and (ii) any Common
Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security that is issued
as) a dividend or other distribution with respect to, or in exchange for, or in replacement of, the shares referenced in (i) above,
excluding in all cases, however, any Registrable Securities sold by a person in a transaction in which his rights under this Section 1
are not assigned.


(h)               
The number of shares of Registrable Securities outstanding shall be determined by the number
of shares of Common Stock outstanding that are, and the number of shares of Common Stock issuable pursuant to then exercisable
or convertible securities that are, Registrable Securities.


(i)                 
The term “Rule 144” shall mean Rule 144 under the Act.


(j)                 
The term “Rule 144(k)” shall mean subsection (k) of Rule 144 under
the Act.


(k)               
The term “SEC” shall mean the Securities and Exchange Commission.


1.2              
Request for Registration.


(a)               
Subject to the conditions of this Section 1.2, if the Company shall receive at any time
after the earlier of (i) two (2) years after the date of this Agreement or (ii) six (6) months after the effective
date of the Initial Offering, a written request from the Holders of thirty percent (30%) or more of the Registrable Securities
then outstanding (for purposes of this Section 1.2, the “Initiating Holders”) that the Company file a
registration statement under the Act covering the registration of Registrable Securities with an anticipated aggregate offering
price of at least $10,000,000, then the Company shall, within twenty (20) days of the receipt thereof, give written notice of such
request to all Holders, and subject to the limitations of this Section 1.2, use its best efforts to effect, as soon as reasonably
practicable, the registration under the Act of all Registrable Securities that the Holders request to be registered in a written
request received by the Company within twenty (20) days of the mailing of the Company’s notice pursuant to this Section 1.2(a).


(b)               
If the Initiating Holders intend to distribute the Registrable Securities covered by their
request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.2
and the Company shall include such information in the written notice referred to in Section 1.2(a). In such event the right
of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation
in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually
agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing
to distribute their securities through such underwriting shall enter into an 






2









underwriting agreement in customary form with the
underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter
or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.2, if
the underwriter advises the Company that marketing factors require a limitation on the number of securities underwritten (including
Registrable Securities), then the Company shall so advise all Holders of Registrable Securities that would otherwise be underwritten
pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable
Securities pro rata based on the number of Registrable Securities held by all such Holders (including the Initiating Holders).
In no event shall any Registrable Securities be excluded from such underwriting unless all other securities are first excluded.
Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.


(c)               
Notwithstanding the foregoing, the Company shall not be required to effect a registration
pursuant to this Section 1.2:


                                                                                                       
(i)         
in any particular jurisdiction in which the Company would be required to execute a general
consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction
and except as may be required under the Act; or


                                                                                                      
(ii)         
after the Company has effected three (3) registrations pursuant to this Section 1.2,
and such registrations have been declared or ordered effective; or


                                                                                                    
(iii)         
during the period starting with the date ninety (90) days prior to the Company’s
good faith estimate of the date of the filing of and ending on a date one hundred eighty (180) days following the effective
date of a Company-initiated registration subject to Section 1.3 below, provided that the Company is actively employing in
good faith all commercially reasonable efforts to cause such registration statement to become effective; or


                                                                                                    
(iv)         
if the Initiating Holders propose to dispose of Registrable Securities that may be registered
on Form S-3 pursuant to Section 1.4 hereof; or 


                                                                                                     
(v)         
if the Company shall furnish to Holders requesting a registration statement pursuant to this
Section 1.2 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the
good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders
for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing
for a period of not more than 120 days after receipt of the request of the Initiating Holders, provided that such right shall be
exercised by the Company not more than once in any twelve (12)-month period and provided further that the Company shall
not register any securities for the account of itself or any other shareholder during such 120-day period (other than a registration
relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization
or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information
as would be required to be included in a registration statement covering the sale of the Registrable Securities, or a registration
in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being
registered).


(d)              
An Initiating Holder may, at any time prior to the effective date of a registration statement
relating to a registration requested by such Initiating Holder, revoke such request, without liability to the Initiating Holders
or any other Holders of Registrable Securities requested to be registered pursuant to this Section 1.2, by providing a written
notice to the Company revoking such 





3









request; provided, that each such Initiating Holder shall be limited to only two (2) revocation
requests under the terms of this Agreement.


(e)               
If any Holder disapproves of the terms of the underwriting, such person may elect to withdraw
therefrom by written notice to the Company, the underwriter and the Initiating Holders. The Registrable Securities and/or other
securities so withdrawn from such underwriting shall also be withdrawn from such registration; provided, however, that if by the
withdrawal of such Registrable Securities a greater number of Registrable Securities held by other Holders may be included in such
registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who
have included Registrable Securities in the same proportion used above in determining the underwriter limitation.


1.3              
Company Registration.


(a)               
If (but without any obligation to do so) the Company proposes to register (including for this
purpose a registration effected by the Company for shareholders other than the Holders) any of its stock or other securities under
the Act in connection with the public offering of such securities (other than a registration relating solely to the sale of securities
of participants in a Company stock plan, a registration relating to a corporate reorganization or transaction under Rule 145
of the Act, a registration on any form that does not include substantially the same information as would be required to be included
in a registration statement covering the sale of the Registrable Securities, or a registration in which the only Common Stock being
registered is Common Stock issuable upon conversion of debt securities that are also being registered), the Company shall, at such
time, promptly give each Holder written notice of such registration. Upon the written request of each Holder given within twenty
(20) days after mailing of such notice by the Company in accordance with Section 3.5, the Company shall, subject to the provisions
of Section 1.3(c), use all commercially reasonable efforts to cause to be registered under the Act all of the Registrable
Securities that each such Holder requests to be registered.


(b)               
Right to Terminate Registration. The Company shall have the right to terminate or withdraw
any registration initiated by it under this Section 1.3 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration. The expenses of such withdrawn registration shall be borne by the
Company in accordance with Section 1.7 hereof.


(c)               
Underwriting Requirements. In connection with any offering involving an underwriting
of shares of the Company’s capital stock, the Company shall not be required under this Section 1.3 to include any of
the Holders’ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the
Company and the underwriters selected by the Company (or by other persons entitled to select the underwriters) and enter into an
underwriting agreement in customary form with such underwriters, and then only in such quantity as the underwriters determine in
their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including
Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities sold other than
by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the
Company shall be required to include in the offering only that number of such securities, including Registrable Securities, that
the underwriters determine in their sole discretion will not jeopardize the success of the offering. In no event shall any Registrable
Securities be excluded from such offering unless all other shareholders’ securities have been first excluded. In the event
that the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in
such offering, then the Registrable Securities that are included in such offering shall be apportioned pro rata among the selling
Holders based on the number of Registrable Securities held by all selling Holders or in such other proportions as shall mutually
be





4











agreed to by all such selling Holders. Notwithstanding the foregoing, in no event shall the amount of securities of the
selling Holders included in the offering be reduced below thirty percent (30%) of the total amount of securities included in such
offering, unless such offering is the initial public offering of the Company’s securities, in which case the selling Holders
may be excluded if the underwriters make the determination described above and no other shareholder’s securities are included
in such offering. For purposes of the preceding sentence concerning apportionment, for any selling shareholder that is a Holder
of Registrable Securities and that is a venture capital fund, partnership, limited liability company, or corporation, the affiliated
venture capital funds or funds under common investment management, partners, members, retired partners, retired members and shareholders
of such Holder, or the estates and family members of any such partners, members, retired members and retired partners and any trusts
for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction
with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all
such related entities and individuals.


1.4              
Form S-3 Registration. In case the Company shall receive from the Holders of Registrable
Securities (for purposes of this Section 1.4, the “Initiating Holders”) a written request or requests
that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part
of the Registrable Securities owned by such Holder or Holders covering the registration of Registrable Securities with an anticipated
aggregate offering price of at least $1,000,000 (net of any underwriters’ discounts or commissions), the Company shall:


(a)               
promptly give written notice of the proposed registration, and any related qualification or
compliance, to all other Holders; and


(b)               
use its best efforts to effect, as soon as practicable, such registration and all such qualifications
and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such
Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities
of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt
of such written notice from the Company, provided, however, that the Company shall not be obligated to effect any such registration,
qualification or compliance, pursuant to this section 1.4:


                                                                                                       
(i)         
if Form S-3 is not available for such offering by the Holders;


                                                                                                      
(ii)         
if the Holders, together with the holders of any other securities of the Company entitled
to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price
to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000;


                                                                                                    
(iii)         
if the Company shall furnish to Holders requesting a registration statement pursuant to this
Section 1.4 a certificate signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the
good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders
for such registration statement to be effected at such time, in which event the Company shall have the right to defer such filing
for a period of not more than 120 days after receipt of the request of the Initiating Holders, provided that such right shall be
exercised by the Company not more than once in any twelve (12)-month period and provided further that the Company shall
not register any securities for the account of itself or any other shareholder during such 120-day period (other than a registration
relating solely to the sale of securities of participants in a Company stock plan, a registration relating to a corporate reorganization
or transaction under Rule 145 of the Act, a registration on any form that does not include substantially the same information
as would be required to be included in a registration statement covering the sale of the Registrable






5











Securities, or a registration
in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being
registered);


                                                                                                    
(iv)         
if the Company has, within the twelve (12) month period preceding the date of such request,
already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 1.4; or


                                                                                                     
(v)         
in any particular jurisdiction in which the Company would be required to qualify to do business
or to execute a general consent to service of process in effecting such registration, qualification or compliance.


(c)               
If the Initiating Holders intend to distribute the Registrable Securities covered by their
request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 1.4
and the Company shall include such information in the written notice referred to in Section 1.4(a). The provisions of Section
1.2(b) shall be applicable to such request (with the substitution of Section 1.4 for references to Section 1.2). 


(d)               
Subject to the foregoing, the Company shall file a registration statement covering the Registrable
Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of
the Initiating Holders. Registrations effected pursuant to this Section 1.4 shall not be counted as requests for registration
effected pursuant to Sections 1.2.


1.5              
Obligations of the Company. Whenever required under this Section 1 to effect the
registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:


(a)               
prepare and file with the SEC a registration statement with respect to such Registrable Securities
and use all commercially reasonable efforts to cause such registration statement to become effective, and, upon the request
of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for
a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the Registration Statement
has been completed;


(b)               
prepare and file with the SEC such amendments and supplements to such registration statement
and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the
Act with respect to the disposition of all securities covered by such registration statement;


(c)               
furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus,
in conformity with the requirements of the Act, and such other documents as they may reasonably request in order to facilitate
the disposition of Registrable Securities owned by them;


(d)               
use all commercially reasonable efforts to register and qualify the securities covered by
such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested
by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to
do business or to file a general consent to service of process in any such states or jurisdictions;


(e)               
in the event of any underwritten public offering, enter into and perform its obligations under
an underwriting agreement, in usual and customary form, with the managing underwriter of such offering;





6










(f)                
notify each Holder of Registrable Securities covered by such registration statement at any
time when a prospectus relating thereto is required to be delivered under the Act of the happening of any event as a result of
which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact
or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing;


(g)               
cause all such Registrable Securities registered pursuant to this Section 1 to be listed on
a national exchange or trading system and on each securities exchange and trading system on which similar securities issued by
the Company are then listed; and


(h)               
provide a transfer agent and registrar for all Registrable Securities registered pursuant
hereunder and a CUSIP number for all such Registrable Securities, in each case not later than the effective date of such registration.


Notwithstanding the provisions
of this Section 1, the Company shall be entitled to postpone or suspend, for a reasonable period of time, the filing, effectiveness
or use of, or trading under, any registration statement if the Company shall determine that any such filing or the sale of any
securities pursuant to such registration statement would in the good faith judgment of the Board of Directors of the Company:


 


                                                                                                       
(i)         
materially impede, delay or interfere with any material pending or proposed financing, acquisition,
corporate reorganization or other similar transaction involving the Company for which the Board of Directors of the Company has
authorized negotiations;


                                                                                                      
(ii)         
materially adversely impair the consummation of any pending or proposed material offering
or sale of any class of securities by the Company; or


                                                                                                    
(iii)         
require disclosure of material nonpublic information that, if disclosed at such time, would
be materially harmful to the interests of the Company and its shareholders; provided, however, that during any such
period all executive officers and directors of the Company are also prohibited from selling securities of the Company (or any security
of any of the Company’s subsidiaries or affiliates).


In the event
of the suspension of effectiveness of any registration statement pursuant to this Section 1.5, the applicable time period during
which such registration statement is to remain effective shall be extended by that number of days equal to the number of days the
effectiveness of such registration statement was suspended.


1.6              
Information from Holder. It shall be a condition precedent to the obligations of the
Company to take any action pursuant to this Section 1 with respect to the Registrable Securities of any selling Holder that
such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended
method of disposition of such securities as shall be reasonably required to effect the registration of such Holder’s Registrable
Securities.


1.7              
Expenses of Registration. All expenses other than underwriting discounts and commissions
incurred in connection with registrations, filings or qualifications pursuant to Sections 1.2, 1.3 and 1.4, including (without
limitation) all registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel
for the Company and the reasonable fees and disbursements of one counsel for the selling Holders shall be borne by the Company.
Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any registration proceeding





7











begun pursuant
to Section 1.2 or Section 1.4 if the registration request is subsequently withdrawn at the request of the Holders of
a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro
rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), provided, however,
that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business or prospects
of the Company not known to the Holders at the time of their request and have withdrawn the request with reasonable promptness
following disclosure by the Company of such material adverse change, then the Holders shall not be required to pay any of such
expenses and shall retain their rights pursuant to Section 1.2 and 1.4.


1.8              
Delay of Registration. No Holder shall have any right to obtain or seek an injunction
restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation
or implementation of this Section 1.


1.9              
Indemnification. In the event any Registrable Securities are included in a registration
statement under this Section 1:


(a)               
To the extent permitted by law, the Company will indemnify and hold harmless each Holder,
the partners, officers, directors and shareholders of each Holder, legal counsel and accountants for each Holder, any underwriter
(as defined in the Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of
the Act or the 1934 Act, against any losses, claims, damages or liabilities (joint or several) to which they may become subject
under the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated under the Act, insofar as such losses,
claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (collectively a “Violation”): (i) any untrue statement or alleged untrue
statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto, (ii) the omission or alleged omission to state in such registration
statement a material fact required to be stated therein, or necessary to make the statements therein not misleading or (iii) any
violation or alleged violation by the Company of the Act, the 1934 Act, any state securities laws or any rule or regulation promulgated
under the Act, the 1934 Act or any state securities laws, and the Company will reimburse each such Holder, underwriter, controlling
person or other aforementioned person for any legal or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the indemnity
agreement contained in this subsection l.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent
that it arises out of or is based upon a Violation that occurs in reliance upon and in conformity with written information furnished
expressly for use in connection with such registration by any such Holder, underwriter, controlling person or other aforementioned
person; provided further, however, that the foregoing indemnity agreement with respect to any preliminary prospectus shall not
inure to the benefit of any Holder or underwriter or other aforementioned person, or any person controlling such Holder or underwriter,
from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the
most current prospectus was not sent or given by or on behalf of such Holder or underwriter or other aforementioned person to such
person, if required by law to have been so delivered, at or prior to the written confirmation of the sale of the shares to such
person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage
or liability.


(b)               
To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company,
each of its directors, each of its officers who has signed the registration





8











statement, each person, if any, who controls the Company
within the meaning of the Act, legal counsel and accountants for the Company, any underwriter, any other Holder selling securities
in such registration statement and any controlling person of any such underwriter or other Holder, against any losses, claims,
damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under the Act, the 1934 Act,
any state securities laws or any rule or regulation promulgated under the Act, the 1934 Act or any state securities laws, insofar
as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in
each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information
furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse any person
intended to be indemnified pursuant to this subsection l.9(b) for any legal or other expenses reasonably incurred by such person
in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred;
provided, however, that the indemnity agreement contained in this subsection l.9(b) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent
shall not be unreasonably withheld), and provided that in no event shall any indemnity under this subsection l.9(b) exceed
the net proceeds from the offering received by such Holder.


(c)               
Promptly after receipt by an indemnified party under this Section 1.9 of notice of the
commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to
be made against any indemnifying party under this Section 1.9, deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in and, to the extent the indemnifying party so desires,
jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to
the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented
without conflict by one counsel) shall have the right to retain one separate counsel, with the fees and expenses to be paid by
the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by
such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party of
liability to the indemnified party under this Section 1.9 to the extent of such prejudice, but the omission to so deliver
written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise
than under this Section 1.9.


(d)               
If the indemnification provided for in this Section 1.9 is held by a court of competent
jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to
herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid
or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate
to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection
with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant
equitable considerations; provided, however, that no contribution by any Holder, when combined with any amounts paid by such Holder
pursuant to Section 1.9(b), shall exceed the net proceeds from the offering received by such Holder. The relative fault of the
indemnifying party and the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied
by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.





9










(e)               
Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution
contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the
foregoing provisions, the provisions in the underwriting agreement shall control.


(f)                
The obligations of the Company and Holders under this Section 1.9 shall survive the completion
of any offering of Registrable Securities in a registration statement under this Section 1 and otherwise.


1.10           
Reports Under the 1934 Act. With a view to making available to the Holders the benefits
of Rule 144 and any other rule or regulation of the SEC that may at any time permit a Holder to sell securities of the Company
to the public without registration or pursuant to a registration on Form S-3, the Company agrees to:


(a)               
make and keep public information available, as those terms are understood and defined in Rule 144,
at all times after the effective date of the Initial Offering;


(b)               
file with the SEC in a timely manner all reports and other documents required of the Company
under the Act and the 1934 Act; and


(c)               
furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon
request (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144 (at any
time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Act and the
1934 Act (at any time after it has become subject to such reporting requirements), or that it qualifies as a registrant whose securities
may be resold pursuant to Form S-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly
report of the Company and such other reports and documents so filed by the Company, and (iii) such other information as may
be reasonably requested to avail any Holder of any rule or regulation of the SEC that permits the selling of any such securities
without registration or pursuant to such form.


1.11           
Assignment of Registration Rights. The rights to cause the Company to register Registrable
Securities pursuant to this Section 1 may be assigned (but only with all related obligations) by a Holder to a transferee
or assignee of such securities that (i) is a subsidiary, parent, partner, member, limited partner, retired partner, retired
member, affiliated venture capital fund or entity under common investment management or shareholder of a Holder, (ii) is a
Holder’s family member or trust for the benefit of an individual Holder, or (iii) after such assignment or transfer, holds
at least 100,000 shares of Registrable Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations
or the like), provided: (a) the Company is, within a reasonable time after such transfer, furnished with written notice of
the name and address of such transferee or assignee and the securities with respect to which such registration rights are being
assigned; (b) such transferee or assignee agrees in writing to be bound by and subject to the terms and conditions of this
Agreement, including, without limitation, the provisions of Section 1.13 below; and (c) such assignment shall be effective
only if immediately following such transfer the further disposition of such securities by the transferee or assignee is restricted
under the Act.


1.12           
Limitations on Subsequent Registration Rights. From and after the date of this Agreement,
the Company shall not, without the prior written consent of (i) the Holders of a majority of the Series A Preferred Stock and (ii)
the Holders of a majority of the Series B Preferred Stock, enter into any agreement with any holder or prospective holder of any
securities of the Company that would allow such holder or prospective holder (a) to include any of such securities in any
registration filed under Section 1.2, Section 1.3 or Section 1.4 hereof, unless under the terms of such agreement, such
holder or





10










prospective holder may include such securities in any such registration only to the extent that the inclusion of such
securities will not reduce the amount of the Registrable Securities of the Holders that are included or (b) to demand registration
of their securities.


1.13           
“Market Stand-Off” Agreement. 


(a)               
Each Holder hereby agrees that it will not, without the prior written consent of the managing
underwriter, during the period commencing on the date of the final prospectus relating to the Company’s Initial Offering
and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (l80)
days) (i) lend, offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract
to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares
of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock held immediately prior
to the effectiveness of the Registration Statement for such offering, or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such
transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash
or otherwise. The foregoing provisions of this Section 1.13 shall apply only to the Company’s Initial Offering, shall
not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only be applicable to the
Holders if all officers, directors and greater than five percent (5%) shareholders of the Company enter into similar agreements.
The underwriters in connection with the Company’s Initial Offering are intended third-party beneficiaries of this Section 1.13
and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. Each Holder
further agrees to execute such agreements as may be reasonably requested by the underwriters in the Company’s Initial Offering
that are consistent with this Section 1.13 or that are necessary to give further effect thereto. 


In order to enforce
the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each Holder
(and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.


(b)               
Each Holder agrees that a legend reading substantially as follows shall be placed on all certificates
representing all Registrable Securities of each Holder (and the shares or securities of every other person subject to the restriction
contained in this Section 1.13):


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS AFTER THE EFFECTIVE DATE OF THE ISSUER’S
REGISTRATION STATEMENT FILED UNDER THE ACT, AS AMENDED, AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER
OF THESE SECURITIES, A COPY OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. SUCH LOCK-UP PERIOD IS BINDING ON
TRANSFEREES OF THESE SHARES.


1.14           
Termination of Registration Rights. No Holder shall be entitled to exercise any right
provided for in this Section 1 (i) after five (5) years following the consummation of the Company’s sale of its
Common Stock in a firm commitment underwritten public offering pursuant to a registration statement on Form S-1 or Form SB-2
under the Act, resulting in net proceeds to the Company of at least $50,000,000 in the aggregate and a pre-offering equity valuation
of at least $250,000,000 (other than a registration statement relating either to the sale of securities to employees of the Company
pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (a “Qualified Offering”),
(ii) as to any Holder, such earlier time after the Initial Offering at which such Holder (A) can sell all shares






11










held by it in
compliance with Rule 144(k) or (B) holds one percent (1%) or less of the Company’s outstanding Common Stock and all
Registrable Securities held by such Holder (together with any affiliate of the Holder with whom such Holder must aggregate its
sales under Rule 144) can be sold in any three (3)-month period without registration in compliance with Rule 144
or (iii) after the consummation of a Liquidation Event, as that term is defined in the Company’s Amended and Restated Articles
of Incorporation (as amended from time to time).


2.                  
Covenants of the Company.


2.1              
Delivery of Financial Statements. The Company shall, upon request, deliver to each
Investor:


(a)               
as soon as practicable, but in any event within ninety (90) days after the end of each fiscal
year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of shareholders’
equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable
detail, prepared in accordance with generally accepted accounting principles (“GAAP”), and audited and
certified by independent public accountants of nationally recognized standing selected by the Company;


(b)               
as soon as practicable, but in any event within forty-five (45) days after the end of each
of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, statement of cash flows for
such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter.


(c)               
within thirty (30) days of the end of each month, an unaudited income statement and statement
of cash flows and balance sheet for and as of the end of such month, in reasonable detail;


(d)               
as soon as practicable, but in any event at least thirty (30) days prior to the end of each
fiscal year, a budget for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements
of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;


(e)               
with respect to the financial statements called for in subsections (b) and (c) of this
Section 2.1, an instrument executed by the Chief Financial Officer or President of the Company certifying that such financials
were prepared in accordance with GAAP consistently applied with prior practice for earlier periods (with the exception of footnotes
that may be required by GAAP) and fairly present the financial condition of the Company and its results of operation for the period
specified, subject to year-end audit adjustment; and


(f)                
such other information relating to the financial condition, business or corporate affairs
of the Company as an Investor may from time to time request, provided, however, that the Company shall not be obligated under this
subsection (f) or any other subsection of Section 2.1 to provide information that it deems in good faith to be a trade
secret or similar confidential information.






12











2.2              
Inspection. The Company shall permit each Investor, at such Investor’s expense,
to visit and inspect the Company’s properties, to examine its books of account and records and to discuss the Company’s
affairs, finances and accounts with its officers, all at such reasonable times as may be requested by the Investor; provided, however,
that the Company shall not be obligated pursuant to this Section 2.2 to provide access to any information that it reasonably
considers to be a trade secret or similar confidential information.


2.3              
Termination of Information and Inspection Covenants. The covenants set forth in Sections 2.1
and 2.2 shall terminate and be of no further force or effect upon the consummation of the Company's sale of its Common Stock in
a Qualified Offering or (ii) the consummation of a Liquidation Event, as that term is defined in the Company’s Amended and
Restated Articles of Incorporation (as amended from time to time).


2.4              
Right of First Offer. Subject to the terms and conditions specified in this Section 2.4,
the Company hereby grants to each Investor (or transferee of an Investor) that holds at least 500,000 shares of Registrable Securities
(subject to appropriate adjustment for stock splits, stock dividends, combinations or the like) (a “Major Investor”)
a right of first offer with respect to future sales by the Company of its Shares (as hereinafter defined). For purposes of this
Section 2.4, the term “Major Investor” includes any general partners and affiliates of a Major Investor. A Major
Investor shall be entitled to apportion the right of first offer hereby granted it among itself and its partners and affiliates
in such proportions as it deems appropriate.


Each time the Company
proposes to offer any shares of, or securities convertible into or exchangeable or exercisable for any shares of, its capital stock
(“Shares”), the Company shall first make an offering of such Shares to each Major Investor in accordance
with the following provisions:


(a)               
The Company shall deliver a notice in accordance with Section 3.5 (“Notice”)
to the Major Investors stating (i) its bona fide intention to offer such Shares, (ii) the number of such Shares to be
offered and (iii) the price and terms upon which it proposes to offer such Shares.


(b)               
By written notification received by the Company within twenty (20) calendar days after the
giving of Notice, each Major Investor may elect to purchase, at the price and on the terms specified in the Notice, up to that
portion of such Shares that equals the proportion that the number of shares of Common Stock that are Registrable Securities issued
and held by such Major Investor (assuming full conversion and exercise of all convertible and exercisable securities then outstanding)
bears to the total number of shares of Common Stock of the Company then outstanding (assuming full conversion and exercise of all
convertible and exercisable securities then outstanding). The Company shall promptly, in writing, inform each Major Investor that
elects to purchase all the shares available to it (a “Fully-Exercising Investor”) of any other Major
Investor’s failure to do likewise. During the ten (10) day period commencing after such information is given, each Fully-Exercising
Investor may elect to purchase that portion of the Shares for which Major Investors were entitled to subscribe, but which were
not subscribed for by the Major Investors, that is equal to the proportion that the number of shares of Registrable Securities
issued and held by such Fully-Exercising Investor bears to the total number of shares of Common Stock of the Company then outstanding
(assuming full conversion and exercise of all convertible and exercisable securities then outstanding).


(c)               
If all Shares that Major Investors are entitled to obtain pursuant to subsection 2.4(b)
are not elected to be obtained as provided in subsection 2.4(b) hereof, the Company may, during the ninety (90) day period
following the expiration of the period provided in subsection 2.4(b) hereof, offer the remaining unsubscribed portion of such
Shares to any person or persons at a price not less than that, and upon terms no more favorable to the offeree than those, specified






13










in the Notice. If the Company does not enter into an agreement for the sale of the Shares within such period, or if such agreement
is not consummated within sixty (60) days of the execution thereof, the right provided hereunder shall be deemed to be revived
and such Shares shall not be offered unless first reoffered to the Major Investors in accordance herewith.


(d)               
The right of first offer in this Section 2.4 shall not be applicable to (i) the
issuance or sale of shares of Common Stock (or options therefor) to employees, directors, consultants and other service providers
for the primary purpose of soliciting or retaining their services pursuant to plans or agreements approved by the Company’s
Board of Directors (including the Series A Directors and the Series B Director (as such terms are defined in that certain Amended
and Restated Voting Agreement between the Company and the Investors of even date herewith)); (ii) the issuance of securities
pursuant to a bona fide, firmly underwritten public offering of shares of Common Stock registered under the Act; (iii) the
issuance of securities pursuant to the conversion or exercise of convertible or exercisable securities; (iv) the issuance
of securities in connection with a bona fide business acquisition of or by the Company, whether by merger, consolidation, sale
of assets, sale or exchange of stock or otherwise, in each case approved by the Company’s Board of Directors (including the
Series A Directors and the Series B Director); or (v) the issuance and sale of Series B Preferred Stock pursuant to the Series
B Agreement. In addition to the foregoing, the right of first offer in this Section 2.4 shall not be applicable with respect to
any Major Investor in any subsequent offering of Shares if (i) at the time of such offering, the Major Investor is not an “accredited
investor,” as that term is then defined in Rule 501(a) of the Act and (ii) such offering of Shares is otherwise being offered
only to accredited investors. 


(e)               
The rights provided in this Section 2.4 may not be assigned or transferred by any Major Investor;
provided, however, that a Major Investor that is a venture capital fund may assign or transfer such rights to an affiliated venture
capital fund.


(f)                
The covenants set forth in this Section 2.4 shall terminate and be of no further force
or effect upon the consummation of (i) the Company’s sale of its Common Stock in a Qualified Offering or (ii) a Liquidation
Event, as that term is defined in the Company’s Amended and Restated Articles of Incorporation (as amended from time to time).


2.5              
Directors’ Expenses; Committees. The Company shall reimburse all members of the
Board that are not also employees of the Company for their reasonable travel expenses related to their attendance at meetings of
the Board and, if applicable, of any committee of the Board. The Company shall use best efforts to appoint (i) at least one (1)
directors elected solely by the holders of Series A Preferred Stock and (ii) at least one (1) director elected solely by the holder
of the Series B Preferred Stock as members of the Compensation Committee of the Board, the Audit Committee of the Board and any
other committee created by the Board if, in each case, such committee exists.


2.6              
Directors and Officers Insurance. The Company has as of the date hereof directors and
officers insurance from a financially sound and reputable insurer in the amount of $5,000,000 per occurrence. Without the written
approval of IGC and WCP (each as defined below), the Company shall maintain such policy at all times that either a Series A Director
or a Series B Director serves on the Company’s Board of Directors.


2.7              
Observer Rights. 


(a)               
As long as Investor Group, LP and Investor Growth Capital Limited (together, “IGC”)
collectively own not less than 500,000 shares of Series A Preferred Stock (or an equivalent amount of Common Stock issued
upon conversion thereof) (as adjusted for stock splits, stock dividends, recapitalizations or the like), the Company shall invite
a representative of IGC to attend all





14









meetings of its Board of Directors in a nonvoting observer capacity and, in this respect,
shall give such representative copies of all notices, minutes, consents and other materials that it provides to its directors;
provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect
to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude
such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely
affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets to such
representative or if such Investor or its representative is or is affiliated with a direct competitor of the Company.


(b)               
As long as Wachovia Capital Partners 2006, LLC (“WCP”) owns not
less than 500,000 shares of Series B Preferred Stock (or an equivalent amount of Common Stock issued upon conversion thereof) (as
adjusted for stock splits, stock dividends, recapitalizations or the like), the Company shall invite a representative of WCP to
attend all meetings of its Board of Directors in a non-voting observer capacity and, in this respect, shall give such representative
copies of all notices, minutes, consents and other materials that it provides to its directors; provided, however, that such representative
shall agree to hold in confidence and trust and to act in a fiduciary matter with respect to all information so provided; and,
provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting
or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege
between the Company and its counsel or would result in disclosure of trade secrets to such representative or if such Investor or
its representative is or is affiliated with a direct competitor of the Company.






15










2.8              
Proprietary Information Agreements. The Company shall require all employees and consultants
with access to confidential information to execute and deliver a Non-Disclosure, Non-Solicitation, and Work Product Agreement
or an Independent Consulting Agreement, as applicable, in substantially the forms approved by the Company’s Board of
Directors.


2.9              
Employee Agreements. Unless approved by the Board of Directors of the Company (including
both directors elected solely by the holders of Series A Preferred Stock and the director elected solely by the holders of the
Series B Preferred Stock), all future employees of the Company who shall purchase, or receive options to purchase, shares of the
Company’s Common Stock following the date hereof shall be required to execute stock purchase or option agreements providing
for (i) vesting of shares over a four-year period with the first 25% of such shares vesting following twelve (12) months of continued
employment or services, and the remaining shares vesting in equal monthly installments over the following 36 months thereafter
and (ii) a 180-day lockup period in connection with the Company’s Initial Offering. The Company shall retain a right of first
refusal on transfers until the Company’s Initial Offering and the right to repurchase unvested shares at cost.


2.10           
Key-Man Insurance. The Company shall maintain from financially sound and reputable
insurers term life insurance on the life of W. Thomas Green, Jr. in the amount of $13,000,000 and W.T. Green, III in the amount
of $3,500,000. Such policies shall name the Company as loss payee and shall not be cancelable by the Company without prior approval
of the Board of Directors. 


2.11           
Stock Option Plan Matters. The Company shall not approve or issue any options or other
stock awards pursuant to its 1999 Option Plan (as defined in the Series B Agreement) and shall not alter or amend the 2004 Option
Plan (as defined in the Series B Agreement); provided, however, the Company may issue up to 60,000 options under the 1999 Option
Plan to the extent such options are forfeited for zero consideration subsequent to the date hereof. 


2.12           
Additional Matters. The Company shall promptly solicit the holders of its Common Stock
to execute, and shall use its best efforts to obtain signatures to, the Second Amended and Restated Voting Agreement with respect
to any shareholder whose signature has not been obtained prior to the closing of the transactions contemplated by the Series B
Agreement. The Company shall use its best efforts to obtain stock certificates from its shareholders to the extent the legends
on such certificates have been modified pursuant to any agreement entered into in connection with the closing of the transactions
contemplated by the Series B Agreement, modify or replace such certificates accordingly and return such certificates to the applicable
shareholder. Without the written approval of IGC and WCP, the Company shall not waive or otherwise limit the obligations of any
person signing a “market stand-off” agreement with the Company. The Company shall use its best efforts to obtain the
written consent of each shareholder holding Common Stock to the transactions contemplated by the Series B Agreement, including
the execution by any such shareholder of any agreement executed by it in connection with the Series A Purchase Agreement that is
being amended or modified in connection with the closing of the transactions contemplated by the Series B Agreement. 


To the extent
the parties contemplated to execute agreements pursuant to Section 2.12 of the Prior Agreement have not provided executed copies
of such applicable agreements to the Company, the Company shall have a continuing obligation to comply with the requirements contained
in such Section 2.12 and use its best efforts to obtain such signatures.


2.13           
Termination of Certain Covenants. The covenants set forth in Sections 2.5, 2.6,
2.7, 2.8, 2.9, 2.10, 2.11 and 2.12 shall terminate and be of no further force or effect upon the consummation of (i) the Company’s
sale of its Common Stock in a Qualified Offering or (ii) a





16










Liquidation Event, as that term is defined in the Company’s Amended
and Restated Articles of Incorporation (as amended from time to time).


3.                  
Miscellaneous.


3.1              
Successors and Assigns. Except as otherwise provided herein, the terms and conditions
of this Agreement shall inure to the benefit of and be binding upon the respective successors and permitted assigns of the parties
(including transferees of any shares of Registrable Securities). Nothing in this Agreement, express or implied, is intended to
confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


3.2              
Governing Law. This Agreement shall be governed by and construed under the laws of
the State of Delaware as applied to agreements among Delaware residents entered into and to be performed entirely within Delaware.


3.3              
Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same instrument.


3.4              
Titles and Subtitles. The titles and subtitles used in this Agreement are used for
convenience only and are not to be considered in construing or interpreting this Agreement.


3.5              
Notices. All notices and other communications given or made pursuant hereto shall be
in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent
by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business
day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid,
or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the respective parties at the addresses set forth on the signature
pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 3.5).


3.6              
Expenses. If any action at law or in equity is necessary to enforce or interpret the
terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements
in addition to any other relief to which such party may be entitled.


3.7              
Entire Agreement; Amendments and Waivers. This Agreement (including the Exhibits hereto,
if any) constitutes the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof.
Any term of this Agreement (other than Section 2.7) may be amended and the observance of any term of this Agreement may be waived
(either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (i) the
Company, (ii) the holders of a majority of the Series A Shares and (iii) the holders of a majority of the Series B Shares. The
provisions of Section 2.7(a) may be amended or waived (either generally or in a particular instance and either retroactively or
prospectively) only with the written consent of the Company and IGC. The provisions of Section 2.7(b) may be amended or waived
(either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company
and WCP. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each holder of any Registrable
Securities, each future holder of all such Registrable Securities, and the Company.






17










3.8              
Severability. If one or more provisions of this Agreement are held to be unenforceable
under applicable law, such provision(s) shall be excluded from this Agreement and the balance of the Agreement shall be interpreted
as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.


3.9              
Aggregation of Stock. All shares of Registrable Securities held or acquired by affiliated
entities (including affiliated venture capital funds) or persons shall be aggregated together for the purpose of determining the
availability of any rights under this Agreement.


 


(Signature page follows.)





18










IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written.


 


COMPANY:


GREENWAY MEDICAL TECHNOLOGIES, INC.


By: /s/ W. Thomas Green, Jr._______________


Name:W. Thomas Green, Jr.


Title:Chairman and C.E.O.


 


Address:121 Greenway Boulevard


Carrollton,
Georgia 30117













INVESTORS:



WACHOVIA CAPITAL PARTNERS 2006, LLC


By: /s/ D. Neal Morrison___________________


Name:D. Neal Morrison


Title:Managing Director


 


Address:301 South College Street


Charlotte, North Carolina 28298-0732





ii










 


INVESTOR GROWTH CAPITAL LIMITED


 


 


By: /s/ Nigel Govett____________________


Name:Nigel Govett


Title:“A” Director


 


 


By: /s/ Robert de Heus _______________


Name:Robert de Heus


Title:“B” Director


 


Address:National Westminster House


Le Truchot, St. Peter Port


Guernsey GY14PW


 


INVESTOR GROUP LP


By: Investor Group G.P. Limited


 


By: /s/ Nigel Govett____________________


Name:Nigel Govett


Title:“A” Director


 


 


By: /s/ Robert de Heus _______________


Name:Robert de Heus


Title:“B” Director


 


Address:National Westminster House


Le Truchot, St. Peter Port


Guernsey GY14PW


 





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Schedule A


Schedule of Investors


Wachovia Capital Partners 2006, LLC


Investor Growth Capital Limited

Investor Group LP