Allscripts-Misys Healthcare Solutions, Inc. Sample Contracts

RECITALS
Employment Agreement • December 7th, 2000 • Allscripts Holding Inc • Wholesale-drugs, proprietaries & druggists' sundries • Illinois
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EXHIBIT 2.2 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This First Amendment to Agreement and Plan of Merger (this "Amendment") is entered into as of November 29, 2000, by and among Allscripts Holding, Inc., a Delaware corporation ("Parent"),...
Agreement and Plan of Merger • December 7th, 2000 • Allscripts Holding Inc • Wholesale-drugs, proprietaries & druggists' sundries
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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of December 9, 2019 0.875% Convertible Senior Notes due 2027
Indenture • December 9th, 2019 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • New York

INDENTURE dated as of December 9, 2019 between ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., a Delaware corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).

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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. and COMPUTERSHARE SHAREOWNER SERVICES LLC, as Rights Agent, Rights Agreement Dated as of May 7, 2012
Rights Agreement • May 7th, 2012 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • New York

This RIGHTS AGREEMENT, dated as of May 7, 2012 (this “Agreement”), by and between Allscripts Healthcare Solutions, Inc., a Delaware corporation (the “Company”), and Computershare Shareowner Services LLC, a New Jersey limited liability company (the “Rights Agent”).

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THIS STRATEGIC ALLIANCE AGREEMENT (this "Agreement") is made and --------- entered into as of January 8, 2001 by and between ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., a Delaware corporation ("Allscripts") and IDX SYSTEMS ---------- CORPORATION, a Vermont...
Strategic Alliance Agreement • April 2nd, 2001 • Allscripts Healthcare Solutions Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
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JPMorgan Chase Bank, National Association London Branch Canary Wharf London E14 5JP England
Warrant Agreement • June 18th, 2013 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Allscripts Healthcare Solutions, Inc. (“Company”) to JPMorgan Chase Bank, National Association, London Branch (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

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JPMorgan Chase Bank, National Association New York Branch New York, NY 10179
Base Call Option Transaction • December 9th, 2019 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, New York Branch (“Dealer”) and Allscripts Healthcare Solutions, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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EXHIBIT 1
Joint Filing Agreement • February 20th, 2002 • Allscripts Healthcare Solutions Inc • Wholesale-drugs, proprietaries & druggists' sundries

Waddell & Reed Financial, Inc., Waddell & Reed Financial Services, Inc., Waddell & Reed, Inc. and Waddell & Reed Investment Management Company (the "Filing Persons"), hereby agree to file jointly a Schedule 13G and any amendments thereto relating to the aggregate ownership by each of the Filing Persons of any voting equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, as required by Rule 13d-1 and Rule 13d-2 promulgated under the Securities Exchange Act of 1934. Each of the Filing Persons agrees that the information set forth in such Schedule 13G and any amendments thereto with respect to such Filing Person will be true, complete and correct as of the date of such Schedule 13G or such amendment, to the best of such Filing Person's knowledge and belief, after reasonable inquiry. Each of the Filing Persons makes no representations as to the accuracy or adequacy of the information set forth in the Schedule 13G or any ame

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EXHIBIT 10.7 ASSET PURCHASE AGREEMENT This ASSET PURCHASE AGREEMENT ("Agreement") is dated as of the 13th day of July, 2000, by and between Channelhealth Incorporated (the "Seller"), a corporation organized and existing under the laws of the State of...
Asset Purchase Agreement • November 8th, 2000 • Allscripts Holding Inc • Vermont
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December 18, 2019
Additional Call Option Transaction • December 20th, 2019 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between Bank of America, N.A. (“Dealer”) and Allscripts Healthcare Solutions, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

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SECOND AMENDMENT
Credit Agreement • July 31st, 2020 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • New York

SECOND AMENDMENT, dated as of July 20, 2020 (this “Amendment”), to the Second Amended and Restated Credit Agreement, dated as of February 15, 2018 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, including pursuant to the First Amendment, dated as of August 7, 2019, the “Credit Agreement”), among ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Borrower”), ALLSCRIPTS HEALTHCARE, LLC, a North Carolina limited liability company (the “Co-Borrower” and, together with the Borrower, the “Borrowers”), the lenders from time to time parties thereto and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

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STOCKHOLDER RIGHTS AGREEMENT Veradigm Inc. and Broadridge Corporate Issuer Solutions, LLC, as Rights Agent Dated as of February 26, 2024
Stockholder Rights Agreement • February 27th, 2024 • Veradigm Inc. • Services-computer integrated systems design • Delaware

This STOCKHOLDER RIGHTS AGREEMENT, dated as of February 26, 2024 (this “Agreement”), is by and between Veradigm Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company, as rights agent (the “Rights Agent”).

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7,300,000 Shares Allscripts Healthcare Solutions, Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 24th, 2006 • Allscripts Healthcare Solutions Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York

Allscripts Healthcare Solutions, Inc., a Delaware corporation (the “Company”), proposes to sell 7,300,000 shares (the “Firm Stock”) of the Company’s common stock, par value $ .01 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule 1 attached to this agreement (this “Agreement”) an option to purchase up to 1,095,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.

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12,500,000 Shares of Common Stock Allscripts Healthcare Solutions, Inc. UNDERWRITING AGREEMENT
Underwriting Agreement • November 15th, 2010 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • New York
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75,000,000 AGGREGATE PRINCIPAL AMOUNT ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
Resale Registration Rights Agreement • July 15th, 2004 • Allscripts Healthcare Solutions Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York

RESALE REGISTRATION RIGHTS AGREEMENT, dated as of July 6, 2004, between Allscripts Healthcare Solutions, Inc., a Delaware corporation (together with any successor entity, the “Company”) and Banc of America Securities LLC, as representative of the several initial purchasers (the “Initial Purchasers”) under the Purchase Agreement (as defined below).

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CREDIT AGREEMENT among ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, UBS SECURITIES LLC and BARCLAYS CAPITAL, as Co-Syndication Agents, FIFTH THIRD BANK, BBVA COMPASS BANK, KEYBANK NATIONAL...
Credit Agreement • April 6th, 2011 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • Delaware

CREDIT AGREEMENT (this “Agreement”), dated as of August 20, 2010, as amended and restated as of March 31, 2011, among Allscripts Healthcare Solutions, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), Fifth Third Bank, U.S. Bank, National Association, BBVA Compass Bank, KeyBank National Association, Mizuho Corporate Bank, Ltd., RBS Citizens, N.A., Sumitomo Mitsui Banking Corporation, SunTrust Bank, The Bank of Nova Scotia and Wells Fargo Bank, N.A. as co-documentation agents (in such capacity, each a “Co-Documentation Agent” and together the “Documentation Agents”), Barclays Capital and UBS Securities LLC, as co-syndication agents (in such capacity, each a “Co-Syndication Agent” and together the “Syndication Agents”), and JPMorgan Chase Bank, N.A., as administrative agent.

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CREDIT AGREEMENT among ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC., as Borrower, The Several Lenders from Time to Time Parties Hereto, UBS SECURITIES LLC and BARCLAYS CAPITAL, as Co-Syndication Agents, FIFTH THIRD BANK, BBVA COMPASS BANK, KEYBANK...
Credit Agreement • August 23rd, 2010 • Allscripts-Misys Healthcare Solutions, Inc. • Services-computer integrated systems design • Delaware

CREDIT AGREEMENT (this “Agreement”), dated as of August 20, 2010, among Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to this Agreement (the “Lenders”), Fifth Third Bank, U.S. Bank, National Association, BBVA Compass Bank, KeyBank National Association, Mizuho Corporate Bank, Ltd., RBS Citizens, N.A., Sumitomo Mitsui Banking Corporation, SunTrust Bank, The Bank of Nova Scotia and Wells Fargo Bank, N.A. as co-documentation agents (in such capacity, each a “Co-Documentation Agent” and together the “Documentation Agents”), Barclays Capital and UBS Securities LLC, as co-syndication agents (in such capacity, each a “Co-Syndication Agent” and together the “Syndication Agents”), and JPMorgan Chase Bank, N.A., as administrative agent.

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allscripts healthcare solutions, inc. EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2017 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • Illinois

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made this 13th day of October, 2016 (the “Signing Date”), to become effective the _1st__ day of November, 2016 (the “Effective Date”), by and between Allscripts Healthcare Solutions, Inc., a corporation organized and existing under the laws of the State of Delaware (“Company”), and Lisa Khorey (“Executive”). Provided, however, that the Effective Date may be changed by Executive to a later date of up to six months after Executive gives notice of her resignation from employment with current employer as may be required to comply with Executive’s contractual obligations to her current employer.

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ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • November 9th, 2010 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • Illinois

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 10th day of October, 2008, by and between Allscripts-Misys Healthcare Solutions, Inc., a corporation organized and existing under the laws of the State of Delaware (“Company”) and Jeffery A. Surges (“Executive”).

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ALLSCRIPTS, INC. EMPLOYMENT AGREEMENT
Employment Agreement • April 24th, 2007 • Allscripts Healthcare Solutions Inc • Wholesale-drugs, proprietaries & druggists' sundries • Illinois

THIS EMPLOYMENT AGREEMENT, (this “Agreement”) is effective as of this 24th day of April, 2007, by and between Allscripts LLC, a limited liability corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 222 Merchandise Mart Plaza, Chicago, Illinois 60654 (“Company”) and Benjamin E. Bulkley (“Executive”).

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AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 4th, 2005 • Allscripts Healthcare Solutions Inc • Wholesale-drugs, proprietaries & druggists' sundries

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) between Allscripts LLC, a Delaware limited liability company (“Company”), and Joe Carey (“Executive”) is made and entered into as of December 31, 2004.

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Exhibit 10.14 STOCK RIGHTS AND RESTRICTIONS AGREEMENT by and between ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
Stock Rights and Restrictions Agreement • April 2nd, 2001 • Allscripts Healthcare Solutions Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
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June 12, 2013
Call Option Transaction • June 18th, 2013 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • New York

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer”) and Allscripts Healthcare Solutions, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • July 13th, 2006 • Allscripts Healthcare Solutions Inc • Wholesale-drugs, proprietaries & druggists' sundries

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) between Allscripts LLC, a Delaware limited liability company (“Company”), and Glen Tullman (“Executive”) is made and entered into as of July 7, 2006.

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ASSET PURCHASE AGREEMENT Dated as of August 3, 2017 Between Allscripts Healthcare Solutions, Inc. and NantHealth, Inc.
Asset Purchase Agreement • August 31st, 2017 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • Delaware

ASSET PURCHASE AGREEMENT, dated as of August 3, 2017 (“Agreement”), between Allscripts Healthcare Solutions, Inc., a Delaware corporation (“Buyer”), and NantHealth, Inc., a Delaware corporation (“Seller”).

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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • July 13th, 2011 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of this 11th day of July, 2011 (the “Effective Date”), by and between Allscripts Healthcare Solutions, Inc., a corporation organized and existing under the laws of the State of Delaware (“Company”), and Diane Adams (“Executive”).

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VOTING AGREEMENT by and among ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC., MISYS PLC, MISYS PATRIOT US HOLDINGS LLC, MISYS PATRIOT LIMITED and ECLIPSYS CORPORATION dated as of June 9, 2010
Voting Agreement • June 9th, 2010 • Allscripts-Misys Healthcare Solutions, Inc. • Services-computer integrated systems design

This VOTING AGREEMENT (this “Agreement”), dated as of June 9, 2010, is made by and among ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC., a Delaware corporation (the “Company”), MISYS PLC, a public limited company incorporated under the laws of England and Wales (“Manchester”), MISYS PATRIOT US HOLDINGS LLC, a Delaware limited liability company (“MPUSH”), MISYS PATRIOT LIMITED, a limited company formed under the laws of England and Wales (“MPL” and, together with Manchester and MPUSH, the “Stockholders” and each of them individually, a “Stockholder”), and ECLIPSYS CORPORATION, a Delaware corporation (“Emerald” and, together with the Company and the Stockholders, the “Parties” and each of them individually, a “Party”).

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FORM OF VOTING AGREEMENT
Voting Agreement • June 29th, 2010 • Allscripts-Misys Healthcare Solutions, Inc. • Services-computer integrated systems design

This VOTING AGREEMENT (this “Agreement”), dated as of June 9, 2010, is made by and between Allscripts-Misys Healthcare Solutions, Inc., a Delaware corporation (“Parent”), and the undersigned stockholder (the “Stockholder”) of Eclipsys Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).

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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT LEE SHAPIRO
Employment Agreement • June 6th, 2012 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design

THIS SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of June 5, 2012 (the “Amendment Date”), by and between Allscripts Healthcare Solutions, Inc. (“Company”) and Lee Shapiro (“Executive”).

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AMENDMENT TO EMPLOYMENT AGREEMENT LEE A. SHAPIRO
Employment Agreement • August 2nd, 2010 • Allscripts-Misys Healthcare Solutions, Inc. • Services-computer integrated systems design

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of July 28, 2010 (the “Amendment Date”), by and between Allscripts-Misys Healthcare Solutions, Inc. (“Company”) and Lee A. Shapiro (“Executive”).

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SEPARATION AGREEMENT
Separation Agreement • December 19th, 2012 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • Delaware

This Separation Agreement (this “Agreement”) is effective as of the 19th day of December, 2012 (the “Effective Date”), by and between Glen E. Tullman (“Executive”) and Allscripts Healthcare Solutions, Inc., a corporation organized and existing under the laws of the State of Delaware (formerly known as Allscripts-Misys Healthcare Solutions, Inc., “Company”). Terms used in this Agreement but not specifically defined herein shall have the same meaning as in the Employment Agreement (defined below).

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FIRST AMENDMENT TO EMPLOYMENT AGREEMENT STEPHEN SHUTE
Employment Agreement • March 1st, 2013 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of May 4, 2012 (the “Amendment Date”), by and between Allscripts Healthcare Solutions, Inc. (“Company”) and Stephen Shute (“Executive”).

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PROPRIETARY SOFTWARE LICENSE AGREEMENT
Proprietary Software License Agreement • October 17th, 2008 • Allscripts-Misys Healthcare Solutions, Inc. • Services-computer integrated systems design • New York

This PROPRIETARY SOFTWARE LICENSE AGREEMENT (this “Agreement”) is dated as of October 10, 2008, between Misys Open Source Solutions LLC, a Delaware limited liability company, having a principal place of business at 103 Foulk Road, Suite 202, Wilmington, Delaware 19803 (“Licensor”) and Misys Healthcare Systems, LLC, a North Carolina limited liability company, having its principal place of business at 8529 Six Forks Road, Raleigh, North Carolina 27615 (“Licensee”). Licensor and Licensee are referred to herein collectively as “Parties” and each individually as a “Party”.

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SEPARATION AGREEMENT
Separation Agreement • March 1st, 2013 • Allscripts Healthcare Solutions, Inc. • Services-computer integrated systems design • Delaware

This Separation Agreement (this “Agreement”) is effective as of the 19th day of December, 2012 (the “Effective Date”), by and between Glen E. Tullman (“Executive”) and Allscripts Healthcare Solutions, Inc., a corporation organized and existing under the laws of the State of Delaware (formerly known as Allscripts-Misys Healthcare Solutions, Inc., “Company”). Terms used in this Agreement but not specifically defined herein shall have the same meaning as in the Employment Agreement (defined below).

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AMENDED AND RESTATED RELATIONSHIP AGREEMENT by and between MISYS PLC and ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC. dated as of August 20, 2010
Relationship Agreement • August 23rd, 2010 • Allscripts-Misys Healthcare Solutions, Inc. • Services-computer integrated systems design
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