STOCK PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION COPY

STOCK PURCHASE AGREEMENT

among

THE STOCKHOLDERS

of

ENTERPRISE PERFORMANCE SYSTEMS, INC.

and

ECLIPSYS CORPORATION

D ATED AS OF F EBRUARY  25, 2008

TABLE OF CONTENTS

i

ii

iii

EXHIBITS

SCHEDULES

Stockholders’ Disclosure Schedule

iv

STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “ Agreement ”), is dated as of February 25, 2008, by and among Eclipsys Corporation, a Delaware corporation (“ Eclipsys” ), and the stockholders named on the signature page hereto (collectively, the “ Stockholders” ) of Enterprise Performance Systems, Inc., a Missouri corporation (“ EPSI” ).

WHEREAS, the Stockholders collectively own all of the issued and outstanding shares of Capital Stock of EPSI (the “ Shares” );

WHEREAS, subject to the terms and conditions of this Agreement, the Stockholders have agreed to sell the Shares to Eclipsys, and Eclipsys has agreed to purchase the Shares from the Stockholders (the “ Stock Purchase” ); and

WHEREAS, the parties desire to make certain representations, warranties, covenants and agreements in connection with the Stock Purchase, and also to prescribe various conditions to the Stock Purchase.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth herein, and for other good and valuable consideration, intending to be legally bound, the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

As used in this Agreement:

“ 2007 Audited Financial Statements ” means the balance sheet and related statements of operations, retained earnings and cash flows of EPSI as of and for the year ended December 31, 2007, audited by Bender, Weltman, Thomas, Perry & Co., PC, independent certified public accountants, with such accountants’ unqualified reports attached thereto.

“ Acceptance Notice ” is defined in Section 2.3(d).

“ Accounts Payable ” mean all accounts payable of EPSI, including amounts owed to EPSI’s landlord.

“ Accounts Receivable ” means (a) all trade accounts receivable and other rights to payment from customers of EPSI, and (b) all other accounts or notes receivable of EPSI, in each case, whether billed or unbilled.

“ Affiliate ,” as applied to any Person, shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, the first Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by Contract or otherwise.

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“ Agreement ” is defined in the introductory paragraph of this Agreement.

“ Allocation Schedule ” is defined in Section 6.15(c)(iii) .

“ Audited Balance Sheet Date ” means December 31, 2007.

“ Business ” means the business of EPSI and its predecessors of developing, marketing, selling, and licensing software for enterprise decision and financial management, including the Software Products, providing certain related installation support and consulting services, and any incidental, related or ancillary businesses as currently conducted or under development by EPSI on the Closing Date.

“ Business Day ” means any day other than a Saturday, Sunday or day on which banks in the State of California are authorized or required to close or the national securities exchanges in the United States are closed.

“ Capital Stock ” means common stock, preferred stock, partnership interests, limited liability company interests or other equity ownership interests, entitling the holder thereof to vote with respect to matters involving the issuer thereof, or to share in its profits, or to share in its distributions upon its liquidation, or the sale or transfer of its assets.

“ Cash Dividend ” is defined in Section 6.11 .

“ Cash Payment ” is defined in Section 2.2 .

“ Claimed Amount ” is defined in Section 2.5(d) .

“ Claims ” is defined in Section 6.12(a) .

“ Closing ” is defined in Section 2.5(a) .

“ Closing Date ” is defined in Section 2.5(a) .

“ Closing Date Cash ” means all cash of EPSI, as of 11:59 p.m. on the Closing Date (after payment of the Cash Dividend).

“ Closing Date Debt ” means all Debt of EPSI, as of 11:59 p.m. on the Closing Date.

“ Closing Date Net Working Capital ” means the Current Assets less Current Liabilities determined in accordance with Section 2.3(e) .

“ Closing Date Net Working Capital Adjustment ” is defined in Section 2.3(b) .

“ Closing Payment ” is defined in Section 2.3(a)(iii)(B) .

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“ Code ” means the Internal Revenue Code of 1986, as amended (or any successor thereto).

“ Company Benefit Plans ” means each of the following which is sponsored, maintained, contributed to or required to be contributed by EPSI for the benefit of the current or former employees, officers or directors of EPSI, has been so sponsored, maintained, contributed to or required to be contributed to by EPSI prior to the Closing Date, or with respect to which EPSI has any liability (contingent or otherwise): (i) each “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA), and (ii) each stock or stock option plan, bonus plan or arrangement, incentive award plan or arrangement, change in control, severance or termination pay plan, policy, or agreement, deferred compensation agreement or arrangement, or supplemental income arrangement, and each other employee benefit plan, program or practice which is not described in clause (i) of this sentence.

“ Company IP ” means any Company Licensed IP or Company Owned IP, including Company Registered IP.

“ Company IP Contract ” is defined in Section 4.14(o) .

“ Company Licensed IP ” means any Intellectual Property that is owned by any other Person and that is licensed to, used or distributed by EPSI.

“ Company Owned IP ” means any Intellectual Property owned (in whole or in part) by EPSI.

“ Company Registered IP ” means all Company Owned IP that is the subject of any registrations, or applications or filings for registration with or by any Governmental Entity, including without limitation the United States Patent and Trademark Office, foreign patent offices, the United States Copyright Office, or any ICANN domain registrar.

“ Confidential Information ” means the disclosing party’s confidential and proprietary information, including information concerning the disclosing party’s business, products (including any source code, object code, functions, current and future design documents, documentation and associated functions and functionality provided by any Software), operations, employees, customers, suppliers and other technical and non-technical information and trade secrets, whenever disclosed, whether before or after the date hereof, and whether prepared by the disclosing party, its officers, employees, agents or advisors or otherwise and irrespective of the form of communication, and all notes, analyses, compilations, studies, interpretations or other documents which contain, reflect or are based upon, in whole or in part, the Confidential Information of another party.

The term “Confidential Information” shall not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by the receiving party or its representatives, (ii) was within the receiving party’s possession prior to its being furnished to it, provided that the source of such information was not known by the receiving party to be bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of

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confidentiality to the disclosing party with respect to such information, (iii) becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party or any of its representatives, provided that such source is not bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to the disclosing party or any other Person with respect to such information, or (iv) is developed by the receiving party independently of Confidential Information provided by the disclosing party.

“ Confidentiality Agreement ” means that certain confidentiality agreement, dated November 11, 2007, between Eclipsys and B.C. Ziegler & Company, on behalf of EPSI.

“ Consent ” means any consent, approval, authorization, waiver, Permit, grant, franchise, concession, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including in each case any Governmental Entity.

“ Continuing Holdback Amount ” is defined in Section 2.5(d) .

“ Contract ” means any contract, agreement, or other instrument or understanding of any kind, including any amendment, supplement, modification, extension or renewal in respect of the foregoing, in each case, whether written or oral.

“ Costs and fees ” is defined in Section 11.15 .

“ CPM ” means CPM Systems, Inc., a Missouri corporation.

“ Current Assets ” means the aggregate assets of EPSI that would be categorized as “current assets” on a balance sheet of EPSI under GAAP, as of 11:59 p.m. on the Closing Date, including all Accounts Receivable (net of a reserve for bad debts determined in a manner consistent with past practice) and prepaid expenses, but excluding Closing Date Cash.

“ Current Liabilities ” means the aggregate liabilities of EPSI that would be categorized as “current liabilities” on a balance sheet of EPSI under GAAP, as of 11:59 p.m. on the Closing Date, including accounts payable and accrued expenses (including accrued taxes, salaries, bonuses and retirement plan contribution), but excluding the current portion of any Closing Date Debt, Deferred Income-Maintenance and Deferred Income-Licensing Fees and any Seller Transaction Costs unpaid as of the Closing, but paid within the 60 day period set forth in Section 2.3(a)(iv) .

“ Damages ” is defined in Section 7.2(a) .

“ Debt ” means, as to any Person, (i) any indebtedness of such Person, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or other similar instruments or letters of credit (or reimbursement agreements in respect thereof) or banker’s acceptances or representing capitalized lease obligations, (ii) all indebtedness of others secured by a Lien on any asset of such Person (whether or not such indebtedness is assumed by such Person), (iii) all obligations contingent or otherwise, of such Person under letter of credit or similar facilities, and (iv) to the extent not otherwise included in clauses (i) through (iii), any guaranty by such Person of any Debt of any other Person.

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“ Documentation ” is defined in Section 4.18(b) .

“ Eclipsys ” is defined in the introductory paragraph of this Agreement.

“ Eclipsys Indemnified Parties ” is defined in Section 7.2(a) .

“ employee ” means employees and other persons filling similar functions.

“ Employee Grantee ” means a Stockholder, provided that such person becomes an employee of Eclipsys or any Subsidiary of Eclipsys (including EPSI), as of the Closing.

“ Employment Agreement ” is defined in Section 2.5(b)(iii) .

“ Environmental Laws ” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601 et seq., the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. 11001 et seq., the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq., the Toxic Substances Control Act, 15 U.S.C. 2601 et seq., the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. 136 et seq., the Clean Air Act, 42 U.S.C. 7401 et seq., the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. 1251 et seq., the Safe Drinking Water Act, 42 U.S.C. 300f et seq., the Occupational Safety and Health Act, 29 U.S.C. 641 et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. 1801 et seq., as any of the above statutes have been or may be amended from time to time, all rules and regulations promulgated pursuant to any of the above statutes, and any other Legal Requirements related to or governing Environmental Matters, as the same have been or may be amended from time to time, including any common law cause of action providing any right or remedy with respect to Environmental Matters, and all applicable Orders, of any Governmental Entity relating to Environmental Matters.

“ Environmental Matters ” means all matters involving the prevention of or response to pollution, the handling or management of Hazardous Materials, the regulation of wetlands and other natural resources, and the protection of the environment, noise, human health, and occupational health and safety.

“ EPSI ” is defined in the introductory paragraph of this Agreement.

“ EPSI Stock Issuance ” means, collectively, (i) the issuance, immediately prior to the Closing, of 11.29 shares of Class B common stock of EPSI to employee 1, pursuant to that certain Executive Employment Agreement, between EPSI and employee 1, dated January 15, 2007, as amended , and (ii) the issuance, immediately prior to the Closing, of 11.29 shares of Class B common stock of EPSI to employee 2, pursuant to that certain Executive Employment Agreement, between EPSI and employee 2, dated March 15, 2007, as amended.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended (or any successor thereto).

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“ ERISA Affiliate ” means any trade or business, whether or not incorporated, under common control with EPSI and that, together with EPSI, is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ Escrow Agent ” means The Private Bank or such other escrow agent selected by Eclipsys and the Stockholders’ Representative.

“ Estimated Closing Date Cash ” is defined in Section 2.3(a)(iii)(A) .

“ Estimated Closing Date Debt ” is defined in Section 2.3(a)(iii)(A) .

“ Estimated Closing Date Net Working Capital ” is defined in Section 2.3(a)(iii)(C) .

“ Exempt Error ” means any error or bug in the Software Products that do not reflect a material failure to conform with applicable Documentation, specifications or promises made by EPSI, or cause the Software Products to become inoperable, and that are consistent in scope and nature with those normally occurring in connection with software development, and with the past commercial experience of EPSI.

“ Financial Statements ” is defined in Section 4.5(a) .

“ First Holdback Termination Date ” is defined in Section 2.5(d) .

“ Fraud ” means fraud or intentional misrepresentation or omission.

“ GAAP ” means United States generally accepted accounting principles.

“ Governmental Entity ” means any foreign, domestic, federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, government or self regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing which has or claims to have competent jurisdiction over the relevant Persons or its business, property, assets or operations.

“ Gross-Up Amount ” is defined in Section 6.15(c)(iv) .

“ Hazardous Materials ” means any substance or material that is defined under the Environmental Laws as a “hazardous substance,” “regulated substance,” “pollutant,” “contaminant,” “hazardous waste,” “extremely hazardous substance,” “toxic substance,” or “hazardous material,” or that is otherwise defined in or regulated under the Environmental Laws, including, without limitation, petroleum, asbestos-containing materials, lead-containing paint or plumbing, polychlorinated biphenyls, radioactive materials, and radon.

“ Holdback Amount ” is an amount equal to $4,000,000 in cash, to be withheld from the Purchase Price.

“ Holdback Escrow Agreement ” means the Holdback Escrow Agreement, among Eclipsys, the Stockholders and the Escrow Agent, to be entered into concurrent with the Closing, substantially in the form attached hereto as Exhibit A , relating to the escrow of the Holdback Amount.

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“ Holdback Termination Date ” is defined in Section 2.5(d) .

“ Insurance Policies ” is defined in Section 4.17(a) .

“ Intellectual Property ” means any patent, patent application, trademark (whether registered or unregistered), trademark application, trade name, fictitious business name, service mark (whether registered or unregistered), service mark application, domain name, copyright (whether registered or unregistered), copyright application, mask work, mask work application, trade secret, know-how, customer list, franchise, system, Software, including without limitation, Software development processes, practices, methods and policies recorded in permanent form, relating thereto, invention, work of authorship, design, blueprint, engineering drawing, proprietary product, technology, proprietary right or other intellectual property right or intangible asset.

“ Key Employees ” means the employees of EPSI listed on Schedule 1(a) .

“ Knowledge ” means actual knowledge after reasonable investigation. Knowledge of an entity includes the knowledge of such entity’s officers and directors, and in the case of EPSI, the Stockholders. In each case, a Person’s Knowledge of any matter will be deemed to include such Knowledge as such Person could have obtained after making reasonable due inquiry and investigation of the matter, including, in the case of an entity, reasonable consultation with subordinates of the officers of such entity as to whom such officers reasonably believe would have actual knowledge of the matters represented.

“ Lease ” means any lease or sublease as lessee or lessor of, or option, occupancy or space agreement relating to, real estate used, useful or held for use by EPSI.

“ Leased Real Property ” is defined in Section 4.13(a) .

“ Legal Requirement ” means any federal, state, local, municipal, foreign, international, multinational or other administrative order, constitution, law, ordinance, principle of common law, regulation, rule, statute or treaty.

“ Liability ” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, whether or not the same is required to be accrued on the financial statements of such Person and whether or not the same is disclosed on any schedule to this Agreement.

“ License-In Agreement ” is defined in Section 4.14(b) .

“ Lien ” means any lien (including judgment and mechanics’ liens, regardless of whether liquidated), mortgage, assessment, security interest, easement, claim, pledge, trust (constructive or otherwise), deed of trust, option or other charge, title defect or objection, encumbrance, restriction or any other Contract having the same effect as any of the foregoing.

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“ Material Adverse Change ” means with respect to EPSI, one or more events, occurrences, conditions or circumstances (whether or not covered by insurance) which, individually or in the aggregate, result in a material adverse effect on or change in (i) the business, operations, assets, Liabilities, condition (financial or otherwise), or results of operations of EPSI or the Business, or (ii) the ability of the Stockholders to timely (A) perform his or its obligations hereunder, or (B) consummate the transactions contemplated in this Agreement and the other Transaction Documents; other than changes adversely affecting the industry in which EPSI operates, so long as EPSI is not affected thereby disproportionately compared to other companies in the same business.

“ Material Adverse Effect ” means with respect to any Person or the Business, one or more events, occurrences, conditions or circumstances (whether or not covered by insurance) which, individually or in the aggregate, result in a material adverse effect on or change in (i) the business, operations, assets, Liabilities, condition (financial or otherwise), or results of operations of such Person, taken as a whole with its Subsidiaries, or the Business, or (ii) the ability of such Person (or in the case of EPSI, the Stockholders) to timely (A) perform his or its obligations hereunder, or (B) consummate the transactions contemplated in this Agreement and the other Transaction Documents.

“ Material Contracts ” is defined in Section 4.4(a) .

“ Minimum Net Working Capital ” means $1,800,000.

“ Objection Notice ” is defined in Section 2.3(d) .

“ Off-the-Shelf Software ” is defined in Section 4.14(b) .

“ Order ” means any award, decision, injunction, judgement, decree, stipulation, order, ruling, subpoena, or verdict entered, issued, made or rendered by any court, administrative agency or other Governmental Entity or by any arbitrator.

“ Permits ” is defined in Section 4.7(b) .

“ Person ” means any individual, corporation, limited liability company, partnership, trust, joint venture, association, organization or other entity or group (which term shall include a “group” as such term is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) or Governmental Entity.

“ Pledged Stock ” means shares of restricted stock issued to the Stockholders, pursuant to the Restricted Stock Agreements, with an aggregate market value of $2,000,000 on the Business Day prior to Closing (such amount to be contributed by the Stockholders in their Pro Rata Portion), provided that such shares of restricted stock shall be those shares that vest on the first anniversary of the Closing Date.

“ Privacy Regulations ” is defined in Section 4.14(q) .

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“ Pro Rata Portion ” for each Stockholder is as set forth in Schedule 2.1 under the heading “Pro Rata Portion.”

“ Purchase Price ” is defined in Section 2.2 .

“ Release ” means any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping into the soil, surface waters, groundwaters, land, stream sediments, surface or subsurface strata, ambient air, or any other environmental medium.

“ Released Parties ” is defined in Section 6.12(a) .

“ Restricted Stock Agreement ” is defined in Section 2.5(b)(iii) .

“ Section 338(h)(10) Election ” is defined in Section 6.15(c)(i) .

“ Seller Transaction Expenses ” means all costs and expenses (including fees of attorneys, accountants and brokers or finders) of the Stockholders and EPSI incurred or payable after December 31, 2007, in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, including all amounts owed to the brokers disclosed in Section 4.23 .

“ Shareholder Agreement ” means that certain Agreement of Shareholders of Enterprise Performance Systems, Inc., dated May 27, 1999, among the founder Stockholders and EPSI.

“ Shares ” is defined in the first recital of this Agreement.

“ Software ” means all (i) computer programs, including any and all software implementations of algorithms, heuristics, models and methodologies, whether in source code or object code, (ii) databases, conversions, interpreters and compilations, including any and all data and collections of data, whether machine readable or otherwise, (iii) descriptions, schematics, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, (iv) testing, validation and verification materials relating to any of the foregoing, (v) documentation, including user manuals, web materials and architectural and design specifications and training materials, relating to any of the foregoing, and (vi) performance metrics, sightings, bug and feature lists, build, release and change control manifests recorded in permanent form, relating to any of the foregoing.

“ Software Products ” means all software produced by EPSI for sale or license to third parties, including, but not limited to, the software comprising the products known as Product Line Budget Manager, Enterprise Budget Manager, Capital Budget Manager, Enterprise Productivity Manager, Enterprise Cost Manager, Product Line Analyst, Clinical Analysis Manager, Enterprise Management Dashboard, Enterprise Reporting Manager, and Enterprise Strategic Planner (under development), Payroll Department Manager, GL Manager and all prior versions of such software.

“ Stock Purchase ” is defined in the second recital of this Agreement.

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“ Stockholder Fraud ” means Fraud by any of the Stockholders, or Fraud by any employee or other representative or agent of EPSI as to which the Stockholders had Knowledge.

“ Stockholders ” is defined in the introductory paragraph of this Agreement.

“ Stockholders’ Disclosure Schedule ” is defined in the introductory paragraph of Article III .

“ Stockholders’ Representative ” is defined in Section 6.9 .

“ Straddle Periods ” is defined in Section 8.1(a)(ii) .

“ Subsidiary ” means, with respect to any Person, any corporation, limited liability company, partnership, joint venture or other entity of which such Person (either alone or through or together with any other Subsidiary), owns, directly or indirectly, securities or other interests (A) the holders of which are generally entitled to at least 50% of the vote for the election of the board of directors or other similar governing body of such corporation or other legal entity, or otherwise having the power to direct the business and policies of that Person, or (B) representing at least 50% of the outstanding Capital Stock of such corporation or other legal entity.

“ Survival Period ” is defined in Section 7.1(a) .

“ Tax ” means (A) all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property, windfall profits, customs duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect thereto, (B) any Liability for payment of amounts described in clause (A) whether as a result of transferee Liability, joint and several liability for being a member of an affiliated, consolidated, combined or unitary group for any period, or otherwise through operation of law, and (C) any Liability for the payment of amounts described in clauses (A) or (B) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied Contract to indemnify any other Person.

“ Tax Return ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Third Party Claim ” is defined in Section 7.6(a) .

“ Threatened ” means a claim, proceeding, dispute or other matter shall be deemed to have been “threatened” if any demand or statement has been overtly made (orally or in writing), or any other notice has been overtly given (orally or in writing), or any other event has occurred or circumstance or condition exists, in each case that would lead a prudent person to conclude that such a claim, proceeding, dispute or other matter is reasonably likely to be asserted, commenced or otherwise pursued.

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“ Transaction Documents ” means, collectively, this Agreement, and all other agreements and documents contemplated herein, including, the Holdback Escrow Agreement, the Employment Agreements, the Restricted Stock Agreements and the Covenant Not To Compete Agreements.

“ Transfer Taxes ” is defined in Section 6.15(c)(iv) .

“ Unrelated Accounting Firm ” is defined in Section 2.4.

“ WARN Act ” is defined in Section 6.10(c) .

“ Warranty Claim ” means any claim based upon any theory of product liability, strict liability, negligence, misrepresentation, product defect, breach of warranty (express or implied), and any other similar claims that relates to the products and services of EPSI, including the Software Products.

ARTICLE II

PURCHASE

2.1 Stock Purchase . At the Closing, subject to the terms and conditions of this Agreement, the Stockholders will sell, assign, transfer and deliver the Shares to Eclipsys, each in the amount set forth next to such Stockholder’s name in Schedule 2.1 , and Eclipsys will purchase the Shares from the Stockholders.

2.2 Consideration . The aggregate consideration to be paid by Eclipsys to all of the Stockholders for the Shares shall be (i) $53,000,000 in cash (the “ Cash Payment ”), less (ii) the Closing Date Debt, plus (iii) the Closing Date Cash, subject to adjustment for any Closing Date Net Working Capital Adjustment and any Gross Up Amount, each as described herein (collectively the “ Purchase Price ”). All payments of the Purchase Price shall be made net of any Tax required to be withheld by Eclipsys or EPSI in connection with the transactions contemplated hereby, including the EPSI Stock Issuance.

2.3 Calculation of Net Working Capital and Closing Payment .

(a) At least one Business Day prior to the Closing Date, the Stockholders shall deliver to Eclipsys the Stockholders’ good faith estimate of the Closing Date Net Working Capital, the Closing Date Cash and the Closing Date Debt.

(i) The Current Assets, the Current Liabilities, the Closing Date Net Working Capital and the Estimated Closing Date Net Working Capital, the Closing Date Debt and the Estimated Closing Date Debt, the Closing Date Cash and the Estimated Closing Date Cash shall be calculated, as applicable (A) consistent with the hypothetical calculation of the Closing Date Net Working Capital and Purchase Price set forth in Schedule 2.3 ; (B) in conformity with GAAP; (C) consistent with the practices and policies of EPSI in preparing the 2007 Audited Financial Statements; and (D) with all normal and recurring accounting entries reflected therein and all errors and omissions corrected.

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(ii) For purposes of calculating the Current Assets, the Current Liabilities, the Closing Date Net Working Capital, the Estimated Closing Date Net Working Capital, the Closing Date Debt and the Estimated Closing Date Debt, such calculation shall not take into account (A) the impact of any purchase accounting adjustments relating to Eclipsys’ acquisition of EPSI, including any write-up or write-down of assets or liabilities resulting from such purchase accounting, or (B) any Seller Transaction Costs unpaid as of the Closing Date provided such costs are paid within the 60 day period set forth in Section 2.3(a)(iv) .

(iii) Within one Business Day after receipt of the Stockholders’ estimated Closing Date Net Working Capital, Closing Date Cash and Closing Date Debt, Eclipsys shall provide the Stockholders’ Representative with Eclipsys’ written comments thereto, and the Stockholders shall in good faith consider any such comments.

(A) For purposes of payment on the Closing Date of the Closing Payment, the amounts thereof shall be calculated based on the Stockholders’ estimated Closing Date Cash and Closing Date Debt, each as modified pursuant to this paragraph, if applicable (such estimate, as applicable, the “ Estimated Closing Date Cash ” and the “ Estimated Closing Date Debt ”), but shall be subject to adjustment post-Closing as set forth in Sections 2.3(f) and (g)  if there is a variance between (1) the Estimated Closing Date Cash and the Closing Date Cash, or (2) the Estimated Closing Date Debt and the Closing Date Debt.

(B) “Closing Payment” means (i) the Cash Payment, plus (ii) the Estimated Closing Date Cash, minus (iii) the Estimated Closing Date Debt, minus (iv) the Holdback Amount, without adjustment with respect to the Estimated Closing Date Net Working Capital, as described herein.

(C) The Stockholders’ estimated Closing Date Net Working Capital, as modified pursuant to this paragraph, if applicable, is referred to herein as the “ Estimated Closing Date Net Working Capital ”.

(iv) The Stockholders shall bear the cost of the Seller Transaction Expenses, and the Stockholders shall pay such expenses in full on or before the Closing Date, or within 60 days thereafter, and if paid prior to the Closing Date or within such 60 day period thereafter, shall not be included in Current Liabilities for purposes of calculating the Closing Date Net Working Capital. Without limiting the rights of Eclipsys and the other Eclipsys Indemnified Parties hereunder, including the rights of indemnification set forth in Article VII , the Stockholders shall immediately indemnify Eclipsys and EPSI and any other Eclipsys Indemnified Party, to the extent such Persons shall be obligated to pay any of the Seller Transaction Costs, and to the extent such costs are not paid within the 60 day period set forth in this clause (iv), notwithstanding anything contained herein to the contrary, such Persons may elect, in their discretion, to recover under this clause (iv), rather than treat any such costs as Current Liabilities.

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(b) If the Closing Date Net Working Capital is less than the Minimum Net Working Capital, the Purchase Price shall be reduced by the excess of the Minimum Net Working Capital over the Closing Date Net Working Capital. Such adjustment is referred to herein as the “ Closing Date Net Working Capital Adjustment. ” For the avoidance of doubt, if the Closing Date Net Working Capital is greater than the Minimum Net Working Capital, there shall be no adjustment of the Purchase Price.

(c) Within 60 days following the Closing, Eclipsys shall prepare and deliver to the Stockholders’ Representative a balance sheet of EPSI as of the Closing Date showing Eclipsys’ good faith determination of the Closing Date Net Working Capital, the Closing Date Cash and the Closing Date Debt.

(d) On or before the date which is 30 days after the date of Eclipsys’ delivery to the Stockholders’ Representative of its calculation of the Closing Date Net Working Capital, the Closing Date Cash and the Closing Date Debt, the Stockholders’ Representative shall deliver to Eclipsys a notice of objection, stating in reasonable detail the grounds for such objection and signed by the Stockholders’ Representative (an “ Objection Notice ”), or a notice of acceptance signed by the Stockholders’ Representative (an “ Acceptance Notice ”), with respect to Eclipsys’ calculation of the Closing Date Net Working Capital, the Closing Date Cash and the Closing Date Debt. Eclipsys shall provide the Stockholders and their accountants and other representatives, upon reasonable advance notice, prompt access to such books and records of EPSI relating to the calculation of the Closing Date Net Working Capital, the Closing Date Cash and the Closing Date Debt as may be reasonably requested by the Stockholders’ Representative.

(e) Eclipsys’ calculation of the Closing Date Net Working Capital, the Closing Date Cash and the Closing Date Debt shall be final and binding on the parties if an Acceptance Notice is delivered to Eclipsys or if no Objection Notice is delivered to Eclipsys with respect to such amounts within the 30 day period required by Section 2.3(d) . If an Objection Notice is delivered, the potential dispute with respect to the Closing Date Net Working Capital, the Closing Date Cash or the Closing Date Debt shall be resolved as set forth in Section 2.4 , and the Closing Date Net Working Capital, the Closing Date Cash or the Closing Date Debt, to the extent in dispute, determined pursuant to such procedures, in addition to the undisputed amounts, shall be final and binding on the parties.

(f) Upon determination of the Closing Date Net Working Capital, the Closing Date Cash and the Closing Date Debt pursuant to Section 2.3(e) , any adjustments required hereunder as set forth in Section 2.3(g) shall be paid: (i) by Eclipsys to the Stockholders, in their Pro Rata Portion, if such amount is required to be paid by Eclipsys, and (ii) by the Stockholders to Eclipsys, in their Pro Rata Portion, if such amount is required to be paid by the Stockholders, within five Business Days after, as applicable, (A) the delivery of the Acceptance Notice, (B) the expiration of the 30 day period, if no Objection Notice is delivered, (C) the agreement of the parties after consultation pursuant to the first sentence of Section 2.4 , or (D) the issuance by the Unrelated Accounting Firm of its final report pursuant to Section 2.4 .

(g) Upon determination of the Closing Date Net Working Capital, the Closing Date Cash and the Closing Date Debt pursuant to Section 2.3(e) ,

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(i) the Closing Date Net Working Capital Adjustment shall be paid by the Stockholders to Eclipsys if the Closing Date Net Working Capital is less than the Minimum Net Working Capital;

(ii) the Closing Date Cash shall be adjusted as follows:

(A) if the Closing Date Cash is greater than the Estimated Closing Date Cash, Eclipsys shall pay the Stockholders the excess of the Closing Date Cash over the Estimated Closing Date Cash; and

(B) if the Estimated Closing Date Cash is greater than the Closing Date Cash, the Stockholders shall pay Eclipsys the excess of the Estimated Closing Date Cash over the Closing Date Cash;

(iii) the Closing Date Debt shall be adjusted as follows:

(A) if the Estimated Closing Date Debt is greater than the Closing Date Debt, Eclipsys shall pay the Stockholders the excess of the Estimated Closing Date Debt over the Closing Date Debt; and

(b) if the Closing Date Debt is greater than the Estimated Closing Date Debt, the Stockholders shall pay Eclipsys the excess of the Closing Date Debt over the Estimated Closing Date Debt; and

(iv) all payments due under Section 2.3(g)(i) through (iii)  shall be netted resulting in one payment to or by the Stockholders.

(h) Any payment pursuant to this Section 2.3 shall be made in cash by wire transfer of immediately available funds, provided, Eclipsys may, in its sole discretion, permit payments pursuant to Section 2.3(f)(ii) to be paid out of the Holdback Amount, and the Stockholders shall provide the Escrow Agent written instructions, with Eclipsys, with respect to any such payment, if so elected by Eclipsys.

2.4 Dispute Resolution of Calculation of Net Working Capital, the Closing Date Cash or the Closing Date Debt . If an Objection Notice is given with respect to any or all of the Closing Date Net Working Capital, the Closing Date Cash or the Closing Date Debt, the Stockholders’ Representative and Eclipsys shall consult with each other with respect to the objection. If Eclipsys and the Stockholders’ Representative are unable to reach agreement within 15 days after an Objection Notice has been given, any unresolved disputed items shall be promptly referred to the Los Angeles office of Deloitte and Touche USA LLP; provided, however , if such firm is unavailable or if either of the parties has used the services of Deloitte and Touche USA LLP (or its Affiliates) at any time in the twelve month period before the date the Objection Notice is given, then the unresolved items shall be promptly referred to such other

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nationally recognized independent accounting firm mutually agreed to by Eclipsys and the Stockholders’ Representative (Deloitte and Touche USA LLP, or such other firm, the “ Unrelated Accounting Firm ”). The Unrelated Accounting Firm shall be directed to render a written report on the unresolved disputed issues as promptly as practicable (but in no event later than 45 days following submission of the matter to the Unrelated Accounting Firm) and to resolve only those issues of dispute set forth in the Objection Notice (subject to any items resolved by the parties after consultation pursuant to the first sentence of this Section 2.4 ). In resolving any disputed issues relating to the Closing Date Net Working Capital, the Closing Date Cash or the Closing Date Debt, the Unrelated Accounting Firm shall act as experts and not as arbitrators. The resolution by the Unrelated Accounting Firm of the disputed amount, and the undisputed amounts, shall be final and binding on the parties for purposes of determining the Closing Date Net Working Capital, the Closing Date Cash and the Closing Date Debt, and the amounts owed by the parties under Sections 2.3(f) and (g) , if any. The percentage of the expenses of the Unrelated Accounting Firm that shall be borne by the Stockholders on the one hand (in their Pro Rata Portion), and Eclipsys on the other hand, shall be the same as the percentage of the amount in dispute that the Unrelated Accounting Firm shall determine the other party is entitled to receive, with the Stockholders paying the entire amount of the expenses of the Unrelated Accounting Firm if the Unrelated Accounting Firm determines Eclipsys to be correct in its determination, in the aggregate, of the Closing Date Net Working Capital, the Closing Date Cash and the Closing Date Debt, and Eclipsys paying the entire amount of the expenses of the Unrelated Accounting Firm if the Unrelated Accounting Firm determines the Stockholders to be correct, in the aggregate, in their determination of the Closing Date Net Working Capital, the Closing Date Cash and the Closing Date Debt. The parties shall promptly pay such amounts to the Unrelated Accounting Firm.

2.5 Closing .

(a) The closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Gibson, Dunn & Crutcher LLP, 3161 Michelson Drive, Irvine, California 92612 at 2:00 p.m. (local time) on February 25, 2008, or such other date and time as to which Eclipsys and the Stockholders’ Representative may agree in writing (the “ Closing Date ”).

(b) At the Closing:

(i) each Stockholder shall deliver, or cause to be delivered, to Eclipsys, against payment by Eclipsys to each Stockholder of such Stockholder’s Pro Rata Portion of the Closing Payment:

(A) the stock certificate or certificates representing the Shares owned by such Stockholder, duly endorsed for transfer, or accompanied by duly executed assignments separate from the certificate, and any other documentation reasonably requested by Eclipsys to transfer the Shares in the stock records of EPSI, transferring to Eclipsys full and exclusive ownership of the Shares, free and clear of all Liens; and

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(B) all other documents, certificates and other instruments required to be delivered, or caused to be delivered, by each Stockholder pursuant hereto.

(ii) Eclipsys shall deliver to each Stockholder, by wire transfer of immediately available funds, to an account identified by such Stockholder, in writing, to Eclipsys at least three Business Days prior to the Closing Date, against delivery by such Stockholder of the Shares owned by such Stockholder:

(A) such Stockholder’s Pro Rata Portion of the Closing Payment; and

(B) all other documents, certificates and other instruments required to be delivered, or caused to be delivered, by Eclipsys pursuant hereto.

(iii) Eclipsys and each Stockholder shall execute and deliver an employment agreement in the form of Exhibit B (the “ Employment Agreements ”) and Eclipsys and each Employee Grantee shall execute and deliver a restricted stock agreement in the form of Exhibit C (the “ Restricted Stock Agreement ”), and Eclipsys will issue to each Employee Grantee, pursuant to such restricted stock agreement, a number of shares of Eclipsys common stock determined by dividing $4,000,000 by the arithmetic average of the closing prices of Eclipsys common stock on the Nasdaq stock market for the five trading days immediately prior to the Closing Date, and multiplying the resulting quotient by the Employee Grantee’s Restricted Stock Factor (with such resulting product rounded up to the nearest whole number). For this purpose, the Restricted Stock Factor for each Employee Grantee is set forth in Schedule 2.1 ; provided that if any such person shall not become an Employee Grantee on the Closing Date, each Employee Grantee’s Restricted Stock Factor will be proportionately increased to reallocate among the Employee Grantees the Restricted Stock Factor of the person who did not become an Employee Grantee; provided further that if any person shall become an Employee Grantee on the Closing Date, and the employment of such person with Eclipsys or its Affiliates shall terminate prior to the vesting date of the restricted stock issued pursuant to the Restricted Stock Agreement, there shall be no such reallocation. Such shares shall be subject to the restrictions and vesting requirements set forth in the Restricted Stock Agreements.

(c) At the Closing, (i) Eclipsys shall withhold the Holdback Amount and deposit the Holdback Amount with the Escrow Agent, and (ii) Eclipsys shall withhold any certificates representing the Pledged Stock, as escrow agent of such Pledged Stock pursuant to the Restricted Stock Agreements, and the Stockholders shall deliver to Eclipsys stock powers in blank providing for the transfer of any or all of such shares of Pledged Stock to Eclipsys pursuant to the terms and conditions of this Agreement. The Holdback Amount shall be held by the Escrow Agent and paid out pursuant to the terms and conditions of the Holdback Escrow Agreement. The Holdback Amount (together with any interest or other returns thereon) and the Pledged Stock shall be non-exclusive sources to satisfy any liabilities or obligations of the Stockholders or any of them to Eclipsys under this Agreement.

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(d) Promptly following (i) the date that is thirteen calendar months after the Closing Date (the “ First Holdback Termination Date ”), Eclipsys and the Stockholders’ Representative shall give joint written instructions to the Escrow Agent to (A) retain $2,400,000 in cash (plus any portion of the Holdback Amount subject to good faith pending claims by Eclipsys under this Agreement (the “ Claimed Amount ”) as of such date), or, if less, any remaining portion of the Holdback Amount (the “ Continuing Holdback Amount ”), and (B) pay and distribute to the Stockholders, in accordance with each Stockholder’s Pro Rata Portion, any remaining portion of the Holdback Amount; and (ii) the date that is eighteen calendar months after the Closing Date (the “ Holdback Termination Date ”), Eclipsys and the Stockholders’ Representative shall give joint written instructions to the Escrow Agent to (A) retain any Claimed Amount as of such date or, if less, any remaining portion of the Holdback Amount, and (B) pay and distribute to the Stockholders, in accordance with each Stockholder’s Pro Rata Portion, any remaining portion of the Holdback Amount; and any Claimed Amount unpaid at the Holdback Termination Date shall be paid pursuant to the Holdback Escrow Agreement upon a final resolution of the applicable claim. Eclipsys may not make any claims against the Pledged Stock to satisfy any liabilities or obligations of the Stockholders or any of them to Eclipsys until the Holdback Amount has been exhausted.

(e) Promptly following the First Holdback Termination Date, subject to the provisions of the applicable Restricted Stock Agreement, Eclipsys shall release or issue, as applicable, certificates representing the Pledged Stock (less any claims made thereon under the terms of this Agreement, and if applicable, any Claimed Amount as of such date) to the applicable record holder thereof; and any Claimed Amount unpaid at the First Holdback Termination Date shall be paid to the Stockholders or Eclipsys, as applicable, upon a final resolution of the applicable claim. For purposes of determining the number of shares of Pledged Stock that will be transferred to Eclipsys to satisfy any claims payable, the Escrow Agent shall use the closing price of Eclipsys common stock on the Nasdaq stock market on the Business Day prior to the date of such determination.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

Except as set forth in the disclosure schedule delivered by the Stockholders to Eclipsys concurrent herewith, that is arranged in Sections corresponding to the numbered and lettered Sections contained in this Agreement (the “ Stockholders’ Disclosure Schedule ”), each Stockholder, severally but not jointly, represents and warrants to Eclipsys, as of the date of this Agreement and as of the Closing Date, as follows:

3.1 Ownership of the Shares . Such Stockholder is the sole record and beneficial owner of the Shares set forth next to such Stockholder’s name in Section 3.1 of the Stockholders’ Disclosure Schedule, free and clear of all adverse claims and other Liens. Such Shares are duly registered in the name of such Stockholder on the stock register of EPSI. Upon delivery to Eclipsys at the Closing of the certificates representing the Shares owned by such Stockholder, Eclipsys will own the Shares, free and clear of any adverse claims and other Liens, and will receive good and marketable title to the Shares. The stock certificates evidencing the Shares were not issued directly or indirectly in respect of any stock certificates issued in replacement of

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any lost or destroyed stock certificates. Except for the Shareholder Agreement and this Agreement, the Shares are not subject to any voting trust or stockholder agreement or other similar Contract, including any such Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Shares.

3.2 Authorization, Validity, and Effect of Agreements . Such Stockholder has all requisite right, capacity, power and authority to execute and deliver this Agreement and the other Transaction Documents to be executed and delivered by such Stockholder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by such Stockholder and constitutes, and the other Transaction Documents to be executed by such Stockholder (when executed and delivered pursuant hereto) will constitute, the valid and legally binding obligations of such Stockholder, enforceable in accordance with their respective terms.

3.3 No Violations; Consents .

(a) The execution and delivery by the Stockholders of this Agreement, and the other Transaction Documents and the consummation of the transactions contemplated herein and therein in accordance with the terms hereof and thereof does not and will not (i) violate any Order or Legal Requirement applicable to such Stockholder, or his properties or assets, or (ii) violate, or conflict with, or result in a material breach of any provision of, or constitute a material default (or an event which, with notice or lapse of time or both, would constitute a material breach or default) under, any of the terms, conditions or provisions of any Contract to which such Stockholder is a party or by which his assets or properties are bound (including the Shares).

(b) No Consent is required to be made by or with respect to such Stockholder in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents, or the consummation of the transactions contemplated hereby and thereby.

(c) There are no pending or, to the Knowledge of such Stockholder, threatened, lawsuits, arbitrations, proceedings, investigations or other claims against such Stockholder that would be reasonably expected to prevent or materially alter or delay the transactions contemplated by this Agreement and the other Transaction Documents.

3.4 Related Party Transactions .

(a) Neither such Stockholder nor any Affiliate or any immediate family member thereof:

(i) has, or at any time since January 1, 2005 had, any interest in any assets or property (whether real, personal, or mixed and whether tangible or intangible), used by EPSI, or otherwise used in or pertaining to the Business;

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(ii) owns, or at any time since January 1, 2005 has owned (of record or as a beneficial owner) an equity interest or any other financial or profit interest in, any Person that (A) has, or at anytime since January 1, 2005 had, business dealings with EPSI or a material financial interest in any transaction with EPSI, or (B) is, or at anytime since January 1, 2005 has, engaged in activities that are, or could reasonably be expected to become, competitive with the Business, except in each case for ownership (of record or as a beneficial owner) of less than one percent of the outstanding capital stock of any Person that is publicly traded on any national or foreign stock exchange, or the over-the-counter market; or

(iii) is, or since January 1, 2005 was, a party to any Contract with, or has any claim or right against, EPSI.

(b) There are no Contracts between (i) such Stockholder, or his Affiliates (other than EPSI), or any immediate family member of such Stockholder, on the one hand, and (ii) any officer, director or employee of EPSI, on the other hand.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS

AS TO EPSI

Except as set forth in the Stockholders’ Disclosure Schedule, the Stockholders, jointly and severally, represent and warrant to Eclipsys, as of the date of this Agreement and as of the Closing Date, as follows:

4.1 EPSI Existence; Good Standing . EPSI is a corporation duly incorporated, validly existing and in good standing under the laws of state of Missouri. EPSI is licensed or qualified to do business as a foreign corporation and in good standing in each of the jurisdictions listed on Section 4.1 of the Stockholders’ Disclosure Schedule. EPSI is not required to be licensed or qualified to do business as a foreign corporation under the laws of any other jurisdiction, except where the lack of such license or qualification would not reasonably be expected to have a Material Adverse Effect on EPSI. EPSI has all requisite corporate power and authority to own, operate and lease its properties and assets and carry on its business as now conducted. The copies of EPSI’s articles of incorporation and by-laws previously delivered to Eclipsys are true, correct and complete.

4.2 Subsidiaries . EPSI does not hold, nor has it ever held, directly or indirectly, any Capital Stock of any other Person. There are no obligations or other Contracts, contingent or otherwise, of EPSI to make any investment (in the form of a loan, capital contribution or otherwise) in any other Person.

4.3 Capitalization .

(a) The authorized Capital Stock of EPSI consists of, and at all times since inception has consisted solely of 30,000 shares of Class A Common Stock, par value $1.00 per share, of which none are issued and outstanding, and 30,000 shares of Class B Common Stock, of which 322.58 shares are issued and outstanding. The Shares are held of record by the

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Stockholders in the amounts set forth in Section 3.1 of the Stockholders’ Disclosure Schedule. The Stockholders have been the only stockholders of EPSI since the inception of EPSI. Except for the Shares, there is no outstanding EPSI Capital Stock, or securities or other interests exercisable or exchangeable for or convertible into EPSI Capital Stock.

(b) All issued and outstanding Capital Stock of EPSI is duly authorized, validly issued, fully paid and nonassessable, and none of such Capital Stock has been issued in violation of or is subject to any option, call, right of first refusal, preemptive, subscription or similar right. There are no, and there have never been any, options, warrants, calls, subscriptions, convertible securities, convertible debt or other rights or other Contracts which obligate EPSI to issue, or EPSI or any of the Stockholders to transfer, any Capital Stock of EPSI or any securities or other interests exercisable or exchangeable for, or convertible into, such Capital Stock. There are no obligations, contingent or otherwise, of EPSI to repurchase, redeem or otherwise acquire any of its Capital Stock. The outstanding Capital Stock of EPSI has been issued in compliance with all applicable securities laws and other Legal Requirements.

(c) EPSI does not have, and has not ever had, any outstanding bonds, debentures, notes or other obligations, the holders of which have the right to vote (or which are convertible into or exercisable or exchangeable for securities having the right to vote) with its stockholders on any matter and there are no, and have never been any, equity equivalent interests in the ownership or earnings, or distributions upon liquidation or sale of assets, of EPSI.

(d) EPSI is not in default or breach (and no event has occurred which with notice or lapse of time or both, would constitute a breach or default) of any terms or provision of its articles of incorporation or by-laws.

4.4 Material Contracts; No Violation .

(a) Except for the Contracts listed in Section 4.4(a) of the Stockholders’ Disclosure Schedule, EPSI is not a party to, and none of its assets or properties is bound by, any:

(i) Contract that involves performance of services or delivery of Software or other products of EPSI or any other Person;

(ii) Contract with or obligation to any Governmental Entity, including but not limited to development agreements;

(iii) Contract for the future purchase of materials, services or equipment (A) with a future Liability potentially in excess of $3,000 in any instance or $10,000 in the aggregate, or (B) that are not cancelable by EPSI on no more than 60 days’ notice without liability, penalty or premium;

(iv) license, option, escrow agreement or other Contract relating in whole or in part to Company IP;

(v) lease, sublease or similar Contract under which (A) it is a lessor or sublessor of, or makes available for use to any Person, any portion of any premises otherwise occupied by it, or (B) it is a lessee or sublessee of, or holds or uses any real property owned by any other Person;

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(vi) lease, sublease or similar Contract under which (A) it is a lessee or sublessee of, or holds or uses, any machinery, equipment, vehicle or other tangible personal property owned by any Person, or (B) it is a lessor or sublessor of, or makes available for use by any Person, any tangible personal property owned or leased by it;

(vii) Contract with any of its officers, directors or employees or any of its former officers, directors or employees, including employee policies of EPSI (including any severance pay or change in control agreement or policy of EPSI to provide such payments, and whether such payments are payable upon a termination that is voluntary or non-voluntary);

(viii) employee collective bargaining agreement or other Contract with any labor union;

(ix) covenant not to compete or other Contract restricting, or imposing requirements related to, the conduct or location of its business;

(x) management, consulting, financial advisory or other similar type of Contract;

(xi) Contract under which it has borrowed any money from, or issued any Debt to, any Person;

(xii) Contract under which it or any other Person has guaranteed Debt or other obligations directly or indirectly;

(xiii) Contract that grants or contemplates the granting of a security interest in any of its assets or property;

(xiv) Contract not entered into in the ordinary course of business;

(xv) Contract providing for indemnification of any Person;

(xvi) power of attorney;

(xvii) Tax sharing or Tax allocation agreement;

(xviii) joint venture or partnership agreement or similar Contract;

(xix) Contract (A) that commits EPSI to make any fixed or contingent payment or expenditure or any related series of fixed or contingent payments or expenditures totaling more than $25,000 in any twelve-month period, or (B) that does not terminate pursuant to its terms within one year of the date hereof, and is not cancelable by EPSI within one year without liability, penalty or premium; or

(xx) any other Contract that is material to it that is not otherwise listed in Section 4.4(a) of the Stockholders’ Disclosure Schedule.

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The Contracts listed on Section 4.4(a) of the Stockholders’ Disclosure Schedule, or required to be listed thereon, are referred to herein as the “ Material Contracts .”

(b)(i) Each of the Material Contracts is valid, binding and in full force and effect and is enforceable against EPSI, and to the Knowledge of EPSI, the other parties thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws relating to creditors’ rights and general principles of equity, whether at equity or at law, (ii) EPSI has performed all material obligations required to be performed by it under the Material Contracts and it is not (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder, (iii) to the Knowledge of EPSI, (A) no other party to any Material Contract is (with or without the lapse of time or the giving of notice, or both) in breach or default in any material respect thereunder, and (B) no event has occurred or circumstance or condition exists (with or without the lapse of time or the giving of notice, or both) that may contravene, conflict with, or result in a violation or breach of any Material Contract, result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the triggering of any payment obligations under, or result in the creation of any Lien upon any of the assets or properties of EPSI under, or result in being declared void, voidable, or without further binding effect, or result in any other modification of or trigger any right or obligation under, any Material Contract or provisions thereof; (iv) no party to any Material Contract has given any written notice of an alleged breach thereof or otherwise Threatened such a breach, and (v) EPSI has not received any written notice that any party to any Material Contract intends to cancel or terminate such Material Contract, to renegotiate such Material Contract, or to exercise or not exercise any options thereunder, and no such intent to cancel, terminate, renegotiate or exercise has been otherwise Threatened.

(c) Neither the execution and delivery by the Stockholders of this Agreement and the other Transaction Documents, nor the consummation by the Stockholders of the transactions contemplated herein and therein in accordance with the terms hereof and thereof, will violate, or conflict with, or result in a breach of any provision of, or constitute a material default (or an event that, with notice or lapse of time or both, would constitute a breach or default) under, or result in the termination or in a right of termination or cancellation of, or accelerate the performance required by, or result in the triggering of any payment obligations under, or result in the creation of any Lien upon any of the assets or properties of EPSI under, or result in being declared void, voidable, or without further binding effect, or result in any other modification of or trigger any right or obligation under, any Material Contract or provision thereof.

(d) No Consent of any party to a Material Contract is required in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

(e) True, complete and accurate copies (or, as to oral Contracts, written summaries of the terms), of the Material Contracts entered into on or prior to the date hereof

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have been provided to Eclipsys and true, complete and accurate copies (or, as to oral Contracts, written summaries of the terms) of any Material Contracts entered into after the date hereof will be provided to Eclipsys promptly after being so entered into. There are no the terms of any Material Contract not set forth in the copies thereof provided to Eclipsys. The terms and conditions of all of the Material Contracts were negotiated at arm’s length.

4.5 Financial Statements; No Undisclosed Liabilities .

(a) Section 4.5(a) of the Stockholders’ Disclosure Schedule sets forth true and complete copies of (i) EPSI’s statement of income for the twelve-month periods ended December 31, 2005 and 2004, (ii) EPSI’s balance sheet as of December 31, 2006 and the related statement of income and cash flows for the twelve-month period then ended, together with the review report thereon of Bender, Weltman, Thomas, Perry & Co., PC, independent certified public accountants, and (iii) the 2007 Audited Financial Statements (collectively, the “ Financial Statements .”)

(b) The Financial Statements (i) were prepared by EPSI in accordance with the books and records of EPSI, (ii) are true, correct and complete in all material respects; and (iii) fairly present the financial condition and results of operation of EPSI as of the dates and for the periods covered thereby (consistently applied, except as disclosed therein). The Financial Statements do not contain any material items of a special or nonrecurring nature, except as expressly stated therein. The 2007 Audited Financial Statements fairly present the financial condition and results of operation of EPSI as of the dates and for the periods covered thereby, all in accordance with GAAP (consistently applied, except as disclosed therein). No financial statements of any other Person are required by GAAP to be included in the financial statements of EPSI.

(c) There are no Liabilities of EPSI other than: (i) Liabilities accrued on the Balance Sheet contained in the 2007 Audited Financial Statements; and (ii) current Liabilities incurred and unpaid since the Audited Balance Sheet Date that have been incurred in the ordinary course of business consistent with past practice, that are accrued on the balance sheet of EPSI as of the Closing Date, and included in Current Liabilities and the Closing Date Net Working Capital calculation.

4.6 No Violations; Consents .

(a) The execution and delivery by the Stockholders of this Agreement, and the other Transaction Documents and the consummation of the transactions contemplated herein and therein in accordance with the terms hereof or thereof will not:

(i) conflict with or result in a breach of any provisions of the articles of incorporation or by-laws of EPSI; or

(ii) violate any settlement agreement, Order or Legal Requirement applicable to EPSI, or its properties or assets; or

(iii) result in the imposition of any Lien upon or with respect to any of the assets or properties owned or used by EPSI.

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(b) No Consent is required to be made by or with respect to EPSI in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents, and the consummation of the transactions contemplated hereby and thereby.

4.7 Compliance; Permits; Litigation .

(a) EPSI is, and at all times has been, in compliance in all material respects with all settlement agreements, Permits, Orders, and Legal Requirements to which it or any of its properties, assets, operations or business is subject and all non-governmental restrictions as to its property or asset use. To the Knowledge of EPSI, no event has occurred or circumstance or condition exists that (with or without the lapse of time, the giving of notice, or both) (A) may constitute or result in a violation by EPSI of, or a failure on the part of EPSI to comply in all material respects with the terms of any settlement agreement, Permit, Order, or Legal Requirement, or (B) may give rise to any obligation of EPSI to undertake or bear all or any portion of the cost of any remedial action of any nature. Neither EPSI nor any of the Stockholders has received any written notice or other written communication from any Governmental Entity or other Person regarding any actual, alleged, possible or potential material violation of, or material failure to comply with, the terms of any settlement agreement, Permit, Order, or Legal Requirement, or that give rise to any obligation of EPSI to undertake, or bear all or any portion of the cost of, any remedial action of any nature, and no such actual, alleged, possible or potential material violation or failure to comply or obligation has been otherwise Threatened.

(b) EPSI has at all times obtained all material licenses, permits, easements, variances, exemptions, consents, certificates, orders, approvals and other authorizations required by applicable Legal Requirements in connection with its business (collectively, “ Permits ”). All Permits currently held by it collectively constitute all of the Permits necessary to permit EPSI to lawfully conduct and operate its business and to own and use its assets and properties in the manner it currently operates the business and owns and uses such assets and properties, and all such Permits are in full force and effect. Section 4.7(b) of the Stockholders’ Disclosure Schedule sets forth a list of the material Permits held by EPSI. No material Permit held by EPSI (A) is scheduled to expire within the period beginning on the date hereof through six months after the Closing, or (B) will be subject to suspension, modification, revocation or nonrenewal as a result of the execution and delivery of this Agreement and the other Transaction Documents, or the consummation of the transactions contemplated hereby and thereby.

(c) To the Knowledge of EPSI, there is no proposed plan, proceeding or effort or proposed change to any Legal Requirements, whether or not directly involving EPSI, by any Governmental Entity or other Person which in any way challenges or would be reasonably expected to adversely affect EPSI or the Business, including any Permits.

(d) (i) Section 4.7(d)(i) of the Stockholders’ Disclosure Schedule sets forth a list and description of all pending and, to the Knowledge of EPSI, threatened,

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lawsuits, arbitrations, proceedings, investigations or other claims against EPSI, its officers, directors or employees (as such), or any of its properties, assets, operations or business, including but not limited to any action which would be reasonably expected to prevent or materially alter or delay the transactions contemplated by this Agreement and the other Transaction Documents.

(ii) There is no lawsuit, arbitration, proceedings, investigations or other claim by EPSI pending, threatened or contemplated against any other Person.

(iii) To the Knowledge of EPSI, no event has occurred or circumstance or condition exists that may give rise to or serve as the basis for the commencement of any lawsuit, arbitration, proceeding, investigation or other claim described in Section 4.7(d)(i) or (ii) .

(e) EPSI is not a party to, and its assets and properties are not subject to, any Order, or any settlement agreement with any Governmental Entity or arbitration tribunal.

4.8 Absence of Certain Changes .

(a) Since January 1, 2008, EPSI has conducted its business only in the ordinary course of such business consistent with past practice and there has not been:

(i) any event that has occurred or circumstance or condition that exists which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Change;

(ii) except for the Cash Dividend, any declaration, setting aside or payment of any dividend or other distribution with respect to the Capital Stock of EPSI or any redemption or repurchase of any Capital Stock of EPSI, or, any other payment by EPSI of any kind to any Stockholder or any Affiliate of any Stockholder (other than salary or employment related expenses in the ordinary course of business consistent with past practice);

(iii) any material change in the accounting principles, practices or methods of EPSI;

(iv) any amendment to the articles of incorporation or bylaws of EPSI;

(v) any increase in the salaries or other compensation payable to any officer, director or employee of EPSI or any increase in, or addition to, other benefits to which such officer, director or employee may be entitled (except as required by the terms of plans as in effect on the date of this Agreement and which are listed on Section 4.10(a) of the Stockholders’ Disclosure Schedule or as required by law);

(vi) any material adverse change, or to the Knowledge of EPSI, any threat of a material adverse change, in the relations of EPSI with, or any loss or threat of loss of, any of the suppliers or customers or employees of EPSI;

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(vii) any sale, assignment, transfer, license or other disposal of any Intellectual Property or interest therein, except licenses of the Software Products to customers in the ordinary course of business consistent with past practice;

(viii) any termination, cancellation, amendment or waiver of any material Contract or other right material to EPSI; or

(vix) any agreement to take any action or omit to take any action (A) described in this Section 4.8 , or (B) that would constitute a breach of any of the representations and warranties of the Stockholders contained in this Agreement.

(b) EPSI is currently operating the Business in substantially the same manner as conducted on January 1, 2007, and at all times since such date, including operations relating to sales, marketing, and products.

4.9 Taxes .

(a) All Tax Returns that were required to be filed with respect to EPSI have been accurately prepared and timely filed. All such Tax Returns are true, correct, and complete in all respects and such Tax Returns were prepared in substantial compliance with all applicable Legal Requirements. EPSI has at all times complied with applicable Legal Requirements pertaining to Taxes, including, without limitation, all applicable Legal Requirements relating to record retention.

(b) EPSI has timely paid all Taxes that have become due or payable (without regard to whether or not such Taxes are shown on any Tax Return) and has established in the 2007 Audited Financial Statements an adequate reserve for all Taxes (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) that have accrued but are not yet due or payable.

(c) No claim has been made by any taxing authority in any jurisdiction where EPSI does not file Tax Returns that EPSI is or may be subject to Tax by that jurisdiction. No extensions or waivers of statutes of limitations with respect to any Tax Returns have been given by or requested from EPSI.

(d) No foreign, federal, state or local Tax audits or administrative or judicial Tax proceedings are pending or being conducted with respect to EPSI. All deficiencies asserted or assessments made against EPSI as a result of any examinations by any Taxing authority have been fully paid. No issue has been raised in any such examination, audit, or other proceeding, which by application of the same or similar principles, reasonably could be expected to result in a proposed deficiency in Taxes of EPSI.

(e) There are no Liens for Taxes (other than for current Taxes not yet due and payable) upon the assets of EPSI.

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(f) EPSI is not a party to or bound by any closing agreement, offer in compromise, or other agreement with any Taxing authority that could affect Taxes for which EPSI or Eclipsys may be liable.

(g) EPSI has not been a member of an affiliated group of corporations, within the meaning of Section 1504 of the Code, or a member of a combined, consolidated or unitary group for state, local or foreign Tax purposes.

(h) EPSI is not a party to any plan or other Contract that has resulted or would result, separately or in the aggregate, in connection with this Agreement, in the payment of any “excess parachute payments” within the meaning of Section 280G of the Code.

(i) EPSI has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

(j) EPSI will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) ”closing agreement” as described in Code Section 7121 (or any corresponding or similar provision of state, local or foreign Tax law) executed on or prior to the Closing Date, or (iii) installment sale or open transaction disposition made on or prior to the Closing Date.

(k) EPSI (and any predecessor of EPSI) has been a validly electing S corporation within the meaning of Code Sections 1361 and 1362 since January 1, 2001, and EPSI will be an S corporation (i) up to and including the Closing Date if a Section 338(h)(10) Election is made, or (ii) up to and including the day before the Closing Date if Section 338(h)(10) Election is not made.

(l) EPSI has no potential liability for any Tax under Code Section 1374. EPSI has not in the past 10 years (i) acquired assets from another corporation in a transaction in which EPSI’s tax basis for the acquired assets was determined, in whole or in part, by reference to the tax basis of the acquired assets (or any other property) in the hands of the transferor, or (ii) the stock of any corporation that is a qualified subchapter S subsidiary.

4.10 Certain Employee Plans .

(a) Section 4.10(a) of the Stockholders’ Disclosure Schedule lists all Company Benefit Plans. With respect to each Company Benefit Plan, true, complete and correct copies of such plans and the most recent summary plan descriptions thereof and any summaries of material modifications, if any, have been furnished to Eclipsys, along with the two most recent annual reports on Form 5500 (including schedules) filed with the Internal Revenue Service for each Company Benefit Plan where such report is required and the most recent favorable IRS determination letter for each Company Benefit Plan that is intended to be qualified pursuant to Section 401(a) of the Code.

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(b) Neither EPSI nor any ERISA Affiliate sponsors, maintains or contributes to or has ever sponsored, maintained, contributed to, or incurred an obligation to contribute or incurred any liability (contingent or otherwise) with respect to any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA) or any other employee benefit plan that is subject to Title IV of ERISA, Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code.

(c) EPSI does not provide any health, welfare or life insurance benefits to any of its former or retired employees other than pursuant to Section 4980B of the Code or similar state laws.

(d)(i) Each Company Benefit Plan has been maintained and operated in all material respects in accordance with its terms and all applicable Legal Requirements.

(ii) EPSI has in all material respects performed all obligations, whether arising by operation of any Legal Requirements or by Contract, required to be performed by it in connection with the Company Benefit Plans.

(iii) To the Knowledge of EPSI, there have been no defaults or violations by any other party to the Company Benefit Plans.

(iv) There are no actions, suits, or claims pending (other than routine claims for benefits) or, to the Knowledge of EPSI, threatened against, or with respect to, any of the Company Benefit Plans, there is no matter pending with respect to any of the Company Benefit Plans before any Governmental Entity, and to the Knowledge of EPSI, there is no basis for any such action, suit or claim.

(v) Each Company Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined to be so qualified by the Internal Revenue Service, and since the date of each most recent determination, there has been no event, condition or circumstance that has adversely affected or is reasonably likely to adversely affect such qualified status.

(vi) No fiduciary or party in interest of any Company Benefit Plan has participated in, engaged in or been a party to any transaction that is prohibited under Section 4975 of the Code or Section 406 of ERISA and not exempt under Section 4975 of the Code or Section 408 of ERISA, respectively.

(vii) EPSI and its ERISA Affiliates have made full and timely payment of all amounts required to be contributed or paid as expenses or accrued such payments in accordance with normal procedures under the terms of each Company Benefit Plan and applicable Legal Requirements.

(e) The execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby (either alone or in combination with any other action or event) will not (i) require EPSI to make a larger contribution to, or pay greater benefits or provide other rights under, any Contract or Company

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Benefit Plan than it otherwise would, (ii) create or give rise to any additional vested rights or service credits under any Contract or Company Benefit Plan, or (iii) entitle any employee, officer or director of EPSI to severance, termination allowance or similar payments. EPSI is not a party to any Contract, nor has EPSI established any other policy or practice, requiring it to make a payment or provide any other form of compensation or benefit to any person performing services for EPSI upon termination of such services which would not be payable or provided in the absence of the consummation of the transactions contemplated by this Agreement.

(f) In connection with the consummation of the transactions contemplated by this Agreement (either alone or in combination with any other action or event), no payments of money or other property, acceleration of benefits, or provisions of other rights have or will be made under any Contract, Company Benefit Plan or otherwise that would result in the imposition of the sanctions imposed under Section 4999 of the Code.

(g) Each employee has been correctly classified for purposes of each Company Benefit Plan as an eligible or ineligible employee and any retroactive re-classification will not affect any employee’s benefit under any Company Benefit Plan.

(h) Each Company Benefit Plan that is a nonqualified deferred compensation plan (as defined under Section 409A of the Code) satisfies the applicable requirements of Sections 409A(a)(2),(3), and (4) of the Code, and has, since January 1, 2005, been operated in good faith compliance with Sections 409A(a)(2), (3), and (4) of the Code.

4.11 Labor Matters .

(a) EPSI is not a party to, or bound by, any collective bargaining agreement or other Contract with a labor union or labor organization. There is no unfair labor practice or labor arbitration proceeding pending or, to the Knowledge of EPSI, threatened against EPSI or relating to its business. There has not been and, to the Knowledge of EPSI, there are no, organizational efforts with respect to the formation of a collective bargaining unit being made or threatened involving employees of EPSI. There are no pending claims or controversies by or between EPSI and any of its current or former employees. To the Knowledge of EPSI, no such claims or controvers