Start Date: Your start date in this position will be December 7, 2023 (the “Start Date”).

Position and Duties:

As Interim CEO, you shall have such responsibilities, duties, and authorities as are commensurate with the position of Interim CEO, or as are assigned to you by the Board of Directors of the Company (the “Board”).

During the Term (as defined below) (i) you shall remain a member of the Board and, in addition, shall be an employee of the Company, and (ii) the compensation set forth in this Offer Letter shall be the only compensation that you are entitled to receive from the Company, and you shall not be entitled to receive any additional compensation in respect of your services as a director of the Company.

In your role as Interim CEO, you shall fulfill your duties and responsibilities in a diligent, trustworthy, and appropriate manner and in compliance with the policies and practices of the Company (as in effect from time to time) and applicable law. You shall devote sufficient business time and efforts to the performance of your assigned duties for the Company.

You shall be allowed to continue to engage in all businesses that you engage in as of the date of this Offer Letter, including without limitation your continued service on the Board, so long as such activities do not create an actual or reasonably foreseeable potential conflict of interest with, or materially interfere with the performance of, your duties hereunder, in each case as determined in the reasonable judgment of the Board.

Term:

You shall serve as the Interim CEO from the Start Date until the earlier of (i) the date that a permanent (non-interim) Chief Executive Officer commences employment; (ii) the date which is six months from the Start Date; (iii) the date that you resign from your employment with the Company for any reason; and (iv) the date the Company terminates your employment for any

For purposes of this Offer Letter, the term “Cause” shall mean the occurrence of any of the following with respect to you: (i) willful or grossly negligent failure to perform duties and obligations hereunder in any material respect, other than any such failure resulting from a disability; (ii) conviction of a crime or offense involving the property of the Company or any of its affiliates, or any crime or offense constituting a felony or involving fraud or moral turpitude; provided that, in the event of an arrest or indictment for a crime or offense related to any of the foregoing, then the Company may, at its option, place you on paid leave of absence, pending the final outcome of such arrest or indictment; (iii) conviction of violating any law, which violation is materially and demonstrably injurious to the operations or reputation of the Company and its affiliates; or (iv) material violation of any generally recognized policy of the Company or a refusal to follow the lawful directions of the Board; provided, that with respect to items (i) and (iv), any such action will constitute “Cause” only if, to the extent that the breach is capable of remedy, (A) the Board notifies you of any action of yours that constitutes Cause, which notice specifies in reasonable detail the alleged facts and specific action which the Board deems are a basis for a termination for Cause and (B) you fail to remedy such action within 30 days following the receipt of such notice.

For purposes of this Offer Letter, “Good Reason” shall mean the occurrence of any of the following without your express written consent: (i) a reduction of your title or a material reduction by the Company in the degree of your responsibility and authority; (ii) a reduction in your Base Pay or Success Bonus (each as defined below) opportunity; (iii) a change in your reporting obligations that results in you no longer reporting to the Board; (iv) a requirement by the Company to relocate more than 50 miles from the original location at which you perform your duties; or (v) a material breach by the Company of this Offer Letter or any other agreement between you and the Company; provided, that any of the foregoing events shall constitute “Good Reason” only if (A) you notify the Board of any action that constitutes an event of Good Reason within 30 days of the occurrence thereof, which notice specifies in reasonable detail the alleged facts and specific action which you deem are a basis for a termination for an event of Good Reason; (B) the Company fails to remedy such action within 30 days following the receipt of such notice; and (C) you actually resign your employment within 90 days following the initial occurrence of the purported event triggering Good Reason.

Ongoing Cash Compensation: During the Initial Term, you will be paid cash compensation at the rate of $125,000 per month (the “Base Pay”), payable in accordance with Company’s normal payroll practices and procedures.

Success Bonus: You will be eligible to receive a cash bonus of up to $200,000 (the “Success Bonus”) based on the achievement of certain milestones during the Initial Term. The applicable milestones will be established by the Compensation Committee of the Board in its sole, good faith discretion and will be communicated to you under separate cover within 30 days following the Start Date. Such milestones may include, without limitation, the commencement of a full-time Chief Executive Officer and/or Chief Financial Officer and the filing of the Company’s Form 10-K for fiscal year 2022 and its Form 10-Qs for the first, second, and third quarters of 2023 prior to any extension deadline granted by the Nasdaq Hearings Panel. The Compensation Committee of the Board will use its good faith discretion in making all determinations relating to the Success Bonus (including as to the level of milestone achievement and whether a portion of the Success Bonus may be payable in the event of partial achievement), and such determinations will be binding and final. To the extent the Success Bonus becomes payable to you, it will be paid within 30 days following the end of the Initial Term.

Benefit Plan Participation: During the Term, you will be eligible to participate in the Company’s health and welfare benefit programs that are available to other executive officers consistent with such programs’ terms and conditions (as in effect from time to time).

Expense Reimbursement:

The Company shall reimburse you for all reasonable travel expenses associated with your travel in the performance of your duties as Interim CEO, subject in each case to the Company’s expense reimbursement policies in effect from time to time.

The Company shall reimburse you for your reasonable legal fees, incurred in connection with your consideration of whether to accept the offer to serve as Interim CEO, including the review of this Offer Letter, and all related documents, not to exceed $10,000.

Representations: By accepting this offer, you (i) represent and warrant that you are not a party to or bound by any employment or services agreement, confidentiality agreement, noncompetition agreement, other restrictive covenant, fiduciary obligation, order, judgment or other obligation or agreement that would or could prohibit or restrict you from executing this offer, being employed by the Company or from performing any of your duties hereunder and (ii) unconditionally agree not to use in connection with your employment with the Company any confidential or proprietary information which you have acquired in connection with any former employment or reveal or disclose to the Company or any of employees, agents, representatives or vendors of the Company, any confidential or proprietary information that you have acquired in connection with any former employment. You represent that you are accepting the Company’s offer in good faith, and that you understand that the Company will rely on your acceptance. The Company agrees that Article TENTH, Section 2 of the Company’s Fifth Amended and Restated Certificate of Incorporation, as amended, applies to you in connection with your employment with the Company pursuant to this Offer Letter.

Governing Law; Forum: This offer letter shall in all respects be governed by and construed in accordance with the laws of the State of Delaware, not including the choice-of-law rules thereof. You and the Company consent to the exclusive and sole jurisdiction and venue of the state and federal courts located in Delaware for the litigation of disputes not subject to arbitration and waive any claims of improper venue, lack of personal jurisdiction, or lack of subject matter jurisdiction as to any such disputes.

Withholdings: All payments provided for herein in your capacity as Interim CEO shall be reduced by any amounts required to be withheld from time to time under applicable federal, state or local income or employment tax law or similar statutes or other provisions of law then in effect.

Section 409A: This Offer Letter shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any Treasury Regulations or other Department of Treasury guidance issued thereunder (“Section 409A”). If required by Section 409A, no payment or benefit constituting nonqualified deferred compensation that would otherwise be payable or commence upon the termination of employment shall be paid or shall commence unless and until you have had a “separation from service” within the meaning of Section 409A as determined in accordance with Section 1.409A-1(h) of the Treasury Regulations. For purposes of Section 409A, each of the payments that may be made hereunder is designated as a separate payment. If you are deemed on the date of termination to be a “specified employee” within the meaning of the term under Section 409A, then with regard to any payment or the provision of any benefit under any agreement that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided on the first business day following the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service,” and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum (without interest) on the first business day following the Delay Period, and any remaining payments and benefits due under this Offer Letter shall be paid or provided in accordance with the normal payment dates specified for them herein. You agree to negotiate with the Company in good faith to make amendments to this Offer Letter as you and the Company mutually agree, reasonably and in good faith, are necessary or desirable to avoid the possible imposition of taxes or penalties under Section 409A, while preserving any affected benefit or payment to the extent reasonably practicable without materially increasing the cost to the Company. Notwithstanding the foregoing, you shall be solely responsible and liable for the satisfaction of all taxes, interest and penalties that may be imposed on you or for your account in connection with any payment or benefit under this Offer Letter (including any taxes, interest and penalties under Section 409A), and the Company shall have no obligation to indemnify or otherwise hold you (or any beneficiary successor or assign) harmless from any or all such taxes, interest or penalties.

Entire Agreement: This Offer Letter supersedes all prior and contemporaneous oral or written, express or implied understandings or agreements regarding your employment with the Company, and contains the entire agreement between you and the Company regarding your employment with the Company. The terms set forth in this letter may not be modified, except in writing signed by an authorized representative of the Company, which expressly states the intention of the Company to modify the terms of this Offer Letter

Assignment; Binding Effect: You understand that you have been selected for employment by the Company on the basis of your personal qualifications, experience, and skills. You agree, therefore, that you cannot assign all or any portion of your performance under this Offer Letter. The Company may assign this Offer Letter to the purchaser of substantially all of the assets of the Company, or to any subsidiary or parent company of the Company. Subject to the preceding two sentences, this Offer Letter shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective heirs, legal representatives, successors, and assigns.

Conditions to Employment: This offer is contingent upon: (1) your execution of this Offer Letter; (2) you commencing employment as Interim CEO on the Start Date; and (3) you entering into the Company’s standard form of confidentiality and intellectual property assignment agreement, as well as completing any other standard onboarding procedures reasonably required by the Company.

Start Date: Your start date in this position will be January 1, 2024 (the “Start Date”).

Position and Duties:

As Interim CFO, you shall have such responsibilities, duties, and authorities as are commensurate with the position of Interim CFO, or as are assigned to you by the Interim Chief Executive Officer (or successor thereto). You acknowledge and agree that you will be designated as the Company’s “principal financial officer” and “principal accounting officer” for purposes of the Company’s financial statements and periodic reports.

In your role as Interim CFO, you shall fulfill your duties and responsibilities in a diligent, trustworthy, and appropriate manner and in compliance with the policies and practices of the Company (as in effect from time to time) and applicable law. You shall devote your full business time and efforts to the performance of your assigned duties for the Company; provided, however, that you may provide transition services to Clearsense, Inc. (“Prior Employer”) for a reasonable period of time following the termination of your employment with the Prior Employer, provided that such transition services do not materially interfere with your employment with the Company.

Term:

You shall serve as the Interim CFO from the Start Date until the earlier of (i) the date that a permanent (non-interim) Chief Financial Officer commences employment (with not less than thirty (30) days’ prior written notice from the Company to you); (ii) the date which is six months from the Start Date (with not less than thirty (30) days’ prior written notice from the Company of its intent to not extend); (iii) the date that you resign from your employment with the Company for any reason; and (iv) the date the Company terminates your employment for any reason (with not less than thirty (30) days’ prior written notice from the Company to you, other than in connection with a termination of your employment for Cause (as defined below))

For purposes of this Offer Letter, the term “Cause” shall mean the occurrence of any of the following with respect to you: (i) willful or grossly negligent failure to perform duties and obligations hereunder in any material respect, other than any such failure resulting from a disability; (ii) conviction of a crime or offense involving the property of the Company or any of its affiliates, or any crime or offense constituting a felony or involving fraud or moral turpitude; provided that, in the event of an arrest or indictment for a crime or offense related to any of the foregoing, then the Company may, at its option, place you on paid leave of absence, pending the final outcome of such arrest or indictment; (iii) conviction of violating any law, which violation is materially and demonstrably injurious to the operations or reputation of the Company and its affiliates; or (iv) material violation of any generally recognized policy of the Company or a refusal to follow the lawful directions of the Interim Chief Executive Officer or the Board of Directors of the Company (the “Board”); provided, that with respect to items (i) and (iv), any such action will constitute “Cause” only if, to the extent that the breach is capable of remedy, (A) the Board notifies you of any action of yours that constitutes Cause, which notice specifies in reasonable detail the alleged facts and specific action which the Board deems are a basis for a termination for Cause and (B) you fail to remedy such action within 30 days following the receipt of such notice.

For purposes of this Offer Letter, “Good Reason” shall mean the occurrence of any of the following without your express written consent: (i) a reduction of your title or a material reduction by the Company in the degree of your responsibility and authority; (ii) a reduction in your Base Pay or Success Bonus (each as defined below) opportunity; (iii) a requirement by the Company to relocate more than 50 miles from the original location at which you perform your duties (it being understood that you will be expected to spend time in the Raleigh, North Carolina area during the Term, as reasonably required to perform your duties hereunder); or (iv) a material breach by the Company of this Offer Letter; provided, that any of the foregoing events shall constitute “Good Reason” only if (A) you notify the Board of any action that constitutes an event of Good Reason within 30 days of the occurrence thereof, which notice specifies in reasonable detail the alleged facts and specific action which you deem are a basis for a termination for an event of Good Reason; (B) the Company fails to remedy such action within 30 days following the receipt of such notice; and (C) you actually resign your employment within 90 days following the initial occurrence of the purported event triggering Good Reason.

Ongoing Cash Compensation: During the Initial Term, you will be paid cash compensation at the rate of $65,625 per month (the “Base Pay”), payable in accordance with Company’s normal payroll practices and procedures.

Success Bonus: You will be eligible to receive a cash bonus of up to $200,000 (the “Success Bonus”) based on the achievement of certain milestones during the Initial Term. The applicable milestones will be established by the Compensation Committee of the Board in its sole, good faith discretion and will be communicated to you under separate cover within 30 days following the Start Date, provided that it is anticipated that 50% of the Success Bonus will be based on achieving the filing of the Company’s Form 10-K for fiscal year 2022 and its Form 10-Qs for the first, second, and third quarters of 2023 prior to any extension deadline granted by the Nasdaq Hearings Panel. The Compensation Committee of the Board will use its good faith discretion in making all determinations relating to the Success Bonus (including as to the level of milestone achievement and whether a portion of the Success Bonus may be payable in the event of partial achievement), and such determinations will be binding and final. To the extent the Success Bonus becomes payable to you, it will be paid within 30 days following the end of the Initial Term.

Benefit Plan Participation: During the Term, you will be eligible to participate in the Company’s health and welfare benefit programs that are available to other executive officers consistent with such programs’ terms and conditions (as in effect from time to time).

Expense Reimbursement:

The Company shall reimburse you for all reasonable travel expenses associated with your travel in the performance of your duties as Interim CFO, subject in each case to the Company’s expense reimbursement policies in effect from time to time.

The Company shall reimburse you for your reasonable legal fees, incurred in connection with your consideration of whether to accept the offer to serve as Interim CFO, including the review of this Offer Letter, and all related documents, not to exceed $10,000.

Representations: By accepting this offer, you (i) represent and warrant that you are not a party to or bound by any employment or services agreement, confidentiality agreement, noncompetition agreement, other restrictive covenant, fiduciary obligation, order, judgment or other obligation or agreement that would or could prohibit or restrict you from executing this offer (except from your obligation not to solicit employees or clients from the Prior Employer or as otherwise disclosed to the Company), being employed by the Company or from performing any of your duties hereunder and (ii) unconditionally agree not to use in connection with your employment with the Company

Governing Law; Forum: This offer letter shall in all respects be governed by and construed in accordance with the laws of the State of Delaware, not including the choice-of-law rules thereof. You and the Company consent to the exclusive and sole jurisdiction and venue of the state and federal courts located in Delaware for the litigation of disputes not subject to arbitration and waive any claims of improper venue, lack of personal jurisdiction, or lack of subject matter jurisdiction as to any such disputes.

Withholdings: All payments provided for herein in your capacity as Interim CFO shall be reduced by any amounts required to be withheld from time to time under applicable federal, state or local income or employment tax law or similar statutes or other provisions of law then in effect.

Section 409A: This Offer Letter shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and any Treasury Regulations or other Department of Treasury guidance issued thereunder (“Section 409A”). If required by Section 409A, no payment or benefit constituting nonqualified deferred compensation that would otherwise be payable or commence upon the termination of employment shall be paid or shall commence unless and until you have had a “separation from service” within the meaning of Section 409A as determined in accordance with Section 1.409A-1(h) of the Treasury Regulations. For purposes of Section 409A, each of the payments that may be made hereunder is designated as a separate payment. If you are deemed on the date of termination to be a “specified employee” within the meaning of the term under Section 409A, then with regard to any payment or the provision of any benefit under any agreement that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided on the first business day following the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service,” and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum (without interest) on the first business day following the Delay Period, and any remaining payments and benefits due under this Offer Letter shall be paid or provided in accordance with the normal payment dates specified for them herein. You agree to negotiate with the Company in good faith to make amendments to this Offer Letter as you and the Company mutually agree, reasonably and in good faith, are necessary or desirable to avoid the

Entire Agreement: This Offer Letter supersedes all prior and contemporaneous oral or written, express or implied understandings or agreements regarding your employment with the Company, and contains the entire agreement between you and the Company regarding your employment with the Company. The terms set forth in this letter may not be modified, except in writing signed by an authorized representative of the Company, which expressly states the intention of the Company to modify the terms of this Offer Letter

Assignment; Binding Effect: You understand that you have been selected for employment by the Company on the basis of your personal qualifications, experience, and skills. You agree, therefore, that you cannot assign all or any portion of your performance under this Offer Letter. The Company may assign this Offer Letter to the purchaser of substantially all of the assets of the Company, or to any subsidiary or parent company of the Company. Subject to the preceding two sentences, this Offer Letter shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective heirs, legal representatives, successors, and assigns.

Conditions to Employment: This offer is contingent upon: (1) your execution of this Offer Letter; (2) you commencing employment as Interim CFO on the Start Date; and (3) you entering into the Company’s standard form of confidentiality, restrictive covenant, and intellectual property assignment agreement, as well as completing any other standard onboarding procedures reasonably required by the Company.

LELAND WESTERFIELD

Wilcox Capital LLC

Termination Date. As of the close of business on December 6, 2023 (the “Termination Date”), Executive’s employment with, and service as an officer and member of the Board of Directors (and any committees thereof) of Company is terminated. As of the Termination Date, Executive irrevocably resigns from all other positions he has with, and boards of directors (and any committees thereof) of, Company and any subsidiaries and affiliated companies of Company.

Final Pay. Regardless of whether Executive executes this Agreement, Company will provide Executive with any Base Salary and for his vacation time that has accrued but is unpaid or unused as of the Termination Date on the first regularly scheduled Company pay date following the Termination Date. Company will reimburse Executive for all expenses incurred by Executive prior to the Termination Date that are reimbursable pursuant to Section 3.4 of the Employment Agreement. Executive agrees to provide documentation for all such expenses within twenty-one (21) days of the Termination Date. Any requests submitted thereafter shall not be eligible for reimbursement, except as required by applicable law.

Severance Pay and Benefits. Subject to the terms of this Agreement and provided that Executive signs and returns this Agreement to Company by December 6, 2023 and complies with this Agreement:

Company will pay Executive a gross amount equal to $1,600,000 (less withholdings and deductions), payable in substantially equal installments over a 24-month period following the Termination Date, which Executive acknowledges is equal to 24 months of Base Salary (as in effect immediately prior to the Termination Date);

Subject to Executive’s timely election of COBRA continuation coverage, Company will permit Executive to continue Executive’s current enrollment (including family enrollment, if applicable) in Company health and/or dental insurance benefit plans made available to similarly situated employees for a period of 24 months following the Termination Date, with Executive’s contribution to such plans as if Executive were still employed by Company, in accordance with and subject to the terms of Section 4.5.1(ii) of the Employment Agreement;

Subject to the terms of Company’s Amended and Restated 2019 Stock Incentive Plan and the applicable award agreements, Executive will vest with respect to each Company restricted stock unit (“RSU”) held by Executive as of the date of this Agreement that is subject solely to time-based vesting conditions and that is scheduled to vest during the 2024 calendar year (including, without limitation, the performance-based RSUs granted March 2, 2021 that performance vested based on 2021 free cash flow and that are currently subject only to time-based vesting), which the parties agree is equal to a total of 264,947 RSUs (the “Designated RSUs”), and each Designated RSU will be settled in a share of Company common stock within 60 days following the Termination Date;

Company will reimburse Executive for his attorney’s fees in an amount not to exceed $10,000 in connection with review and negotiation of this Agreement, which reimbursement shall be paid within thirty (30) days after a written invoice is submitted to Company, provided that such invoice is submitted within fourteen (14) days of the Termination Date and further provided that Executive is in full compliance with the terms and conditions of this Agreement at the time for such reimbursement; and

Company will make donations in Company’s name that fulfill the pledges made by Executive to the following organizations: (i) $250,000 to the American Heart Association; (ii) $100,000 to JDRF; and (iii) $150,000 to the Lincoln Park Zoo.

Release.

Released Parties. The term “Released Parties” as used in this Agreement includes: (a) Company and its past and present parents, divisions, subsidiaries, partnerships, affiliates, and other related entities (whether or not they are wholly owned); and (b) the past, present, and future owners, trustees, fiduciaries, administrators, stockholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed in subpart (a) above; and (c) the predecessors, successors, and assigns of each entity listed in subparts (a) and (b) above, and the heirs, administrators and executors of any person listed in subpart (b) above.

Release of All Claims. Executive, and anyone claiming through Executive or on Executive’s behalf, hereby waives and releases Company and the other Released Parties with respect to any and all claims, whether currently known or unknown, that Executive now has or has ever had against Company or any of the other Released Parties arising from or related to any act, omission, or thing occurring or existing at any time prior to or on the date on which Executive signs this Agreement. Without limiting the generality of the foregoing, the claims waived and released by Executive hereunder include, but are not limited to:

all claims arising out of or related in any way to Executive’s employment or service as a director, compensation, other terms and conditions of employment, or termination from employment with Company, including without limitation all claims for any compensation payments, bonus, severance pay, equity, or any other compensation or benefit, and all claims arising under the Employment Agreement;

all claims that were or could have been asserted by Executive or on his behalf: (i) in any federal, state, or local court, commission, or agency; or (ii) under any common law theory (including without limitation all claims for breach of contract (oral, written or implied), wrongful termination, defamation, invasion of privacy, infliction of emotional distress, tortious interference, fraud, estoppel, unjust enrichment, and any other contract, tort or other common law claim of any kind); and

all claims that were or could have been asserted by Executive or on his behalf under: any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Lilly Ledbetter Fair Pay Act of 2009, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Illinois Human Rights Act, the Illinois Equal Pay Act, and the Chicago and Cook County Human Rights Ordinances.

No Other Actions of Claims. Executive represents and warrants that: (a) Executive is the sole owner of the claims that are released in Section 4 above; (b) none of these claims has been transferred or assigned or caused to be transferred or assigned to any other person, firm or other legal entity; and (c) Executive has the full right and power to grant, execute, and deliver the releases, undertakings, and agreements contained in this Agreement.

No Other Payments or Benefits. Except as expressly provided in this Agreement, Executive acknowledges and agrees that he is not entitled to and will not receive any other compensation, payments, benefits, or recovery of any kind from Company or the other Released Parties, including without limitation any bonus, severance, equity or other payments or any amounts under the Employment Agreement or any other agreement with Company or Allscripts. Executive acknowledges and agrees that, other than the Designated RSUs, each Company equity-based award held by Executive that is unvested as of the Termination Date (including, without limitation, each award of RSUs subject to time-based or performance-based vesting conditions, but not including the Designated RSUs) shall be automatically forfeited without consideration upon Executive’s termination of employment with Company. Executive hereby promises and agrees not to sue or bring any other proceeding (including any arbitration) against any Released Party for any claim waived and released in Section 4 above. In the event of any complaint, charge, proceeding or other claim (collectively, “Claims”) filed with any court, other tribunal, or governmental or regulatory entity that involves or is based upon any claim waived and released by Executive in Section 4 above, Executive hereby waives and agrees not to accept any money or other personal relief on account of any such Claims for any actual or alleged personal injury or damages to Executive, including without limitation any costs, expenses or attorneys’ fees incurred by or on behalf of Executive (provided, however, that this Agreement does not limit Executive’s eligibility to receive an award under applicable law, if any, for providing truthful information to a governmental agency or regulatory entity).

Non-Interference. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall prohibit Executive from confidentially or otherwise (without informing Company or its affiliates) communicating or filing a charge or complaint with, participating in an investigation or proceeding by, or giving truthful testimony or statements to a federal, state, local or other governmental agency or regulatory entity (including self-regulatory), or if properly subpoenaed or otherwise required to do so under applicable law (including any regulation or legal process); requesting or receiving confidential legal advice (at Executive’s own expense); or exercising any protected right to communicate about lawfully acquired compensation information or other working conditions.

Continuing Obligations. The Employment Agreement is hereby terminated, null and void, except that Sections 5 and 7 of the Employment Agreement shall continue in full force and effect in accordance with their respective terms and Executive hereby reaffirms his commitment to comply with all such obligations, as well as any non-solicitation, non-interference, non-competition, non-disclosure or other restrictive covenant obligations set forth in any equity award agreement between Company and Executive (collectively, the “Continuing Obligations”), except as otherwise provided in Section 7 above and as amended in the following sentence of this Section 8. Notwithstanding the forgoing, the following terms in any of Executive’s Continuing Obligations shall be replaced in their entirety with the following: “‘Compete’ means directly or indirectly, for Executive’s own benefit or for the benefit of others, render services for a Competing Organization that develops, sells, licenses or otherwise provides Competing Products or Services anywhere within the Restricted Territory”; ‘Competing Products or Services’ means products, processes, or services of any person or organization other than Veradigm, in existence or under development, which are substantially the same, may be substituted for, or applied to substantially the same end use as any product, process, or service of Veradigm in existence as of December 6, 2023, or under development as of December 6, 2023 and sold or provided within the twelve (12) month period thereafter”; and the period of any Non-Competition obligation under any Continuing Obligation with an original term in excess of eighteen (18) months shall run for eighteen (18) months following the Termination Date.

Cooperation. Following the Termination Date, and except as otherwise provided in Section 7 above, Executive shall cooperate fully with Company and the other Released Parties in transitioning his responsibilities as requested by Company, and shall cooperate fully in any administrative, investigative, litigation or other legal matter(s) that may arise or have arisen involving Company or any of the other Released Parties and which in any way relate to or involve Executive’s employment with Company. Executive’s obligation to cooperate hereunder shall include, without limitation, meeting and conferring with such persons at such times and in such places as Company and the other Released Parties may reasonably require, and giving truthful evidence and truthful testimony and executing and delivering to Company and any of the other Released Parties any truthful papers, electronic data, and other information (whether in hard copy, electronic, or other format) reasonably requested by any of them, provided that such cooperation does not materially and unreasonably interfere with Executive’s employment or other professional obligations following the Termination Date. Executive shall be reimbursed for reasonable out-of-pocket expenses that Executive incurs in rendering cooperation after the Termination Date pursuant to this Section 9, subject to applicable law.

Waiver of Any Re-Employment Right. Executive waives all interest in and right to reinstatement or re-employment with Company and any of its affiliates and agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision.

Acknowledgements. Executive acknowledges, understands, and agrees that: (a) Executive has read and understands the terms and effect of this Agreement; (b) Executive releases and waives claims through the date he signs this Agreement; (c) Executive agrees to all provisions of this Agreement knowingly and voluntarily, in exchange for consideration in addition to anything of value to which Executive already is entitled; and (d) Executive hereby is and has been advised to have his attorney or other representative (chosen by Executive and at his cost) review this Agreement before signing it.

Miscellaneous.

Binding Effect. This Agreement shall be binding upon each of the parties and upon their respective heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of each party and to their respective heirs, administrators, representatives, executors, successors and assigns.

Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Illinois without regard to the conflict of law provisions of any jurisdiction.

Scope of Agreement. This Agreement and, as indicated, the Employment Agreement and the Continuing Obligations, reflect the entire agreement between Executive and Company with respect to the terms and conditions of Executive’s employment relationship with Company and the termination of such employment relationship and, except as specifically provided herein, supersede all prior agreements and understandings, written or oral relating to the subject matter hereof.

Notices. Any notice, request, or other communication required or permitted to be given hereunder shall be made to the following addresses or to any other address designated by either of the parties hereto by notice similarly given: (a) if to Company, to 222 W Merchandise Mart Plaza #2024, Chicago, IL 60654; and (b) if to Executive, to the mailing and email addresses on file in Company’s records. All such notices, requests, or other communications shall be sufficient if made in writing by email to Company’s General Counsel and Chairperson of the Board of Directors or Executive’s email address on file with Company, in each case with confirmation of sending, and one of the following: (i) by personal delivery to the party entitled thereto, (ii) by certified mail, return receipt requested, or (iii) by express courier service, and shall be effective upon personal delivery, upon confirmation of receipt of sending of email transmission, upon the fourth calendar day after mailing by certified mail, or upon the second calendar day after sending by express courier service.

Waiver of Breach. The waiver by either party to this Agreement of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any breach of any other provision or any subsequent breach by such party. Continuation of benefits hereunder by Company following a breach by Executive of any provision of this Agreement shall not preclude Company from thereafter exercising any right that it may otherwise independently have to terminate said benefits based upon the same violation.

Amendment. This Agreement may not be modified or amended except by a writing signed by Executive and an authorized member of the Board of Directors or other authorized signatory of Company.

Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Terms and Construction. Each party has cooperated in the drafting and preparation of this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party.

Admissions. Nothing in this Agreement is intended to be, or will be deemed to be, an admission of liability by Executive or Company to each other, or an admission that they or any of their agents, affiliates, or employees have violated any state, federal or local statute, regulation or ordinance or any principle of common law of any jurisdiction, or that they have engaged in any wrongdoing towards each other.

Withholding. Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to applicable laws or regulations.

Section 409A of the Code. Executive expressly acknowledges and agrees that Section 7.14 of the Employment Agreement remains in full force and effect and shall apply to this Agreement. Executive acknowledges and agrees that he is a “specified employee” of Company and its affiliates (as defined in Treasury Regulation Section 1.409A-1(i)), as of the Termination Date and, therefore, will be subject to a delay in payment until the expiration of the six (6) month period following the date of Executive’s separation from service from Company (pursuant to Treasury Regulation Section 1.409A-3(i)(2)(ii)) with respect to any payments provided hereunder to the extent such amounts are subject to Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”). Each payment under this Agreement shall be considered a separate payment for purposes of Section 409A and the regulations thereunder.

Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity or enforceability of any other provision. In the event any clause of this Agreement is deemed to be invalid, the parties shall endeavor to modify that clause in a manner which carries out the intent of the parties in executing this Agreement.

VERADIGM INC.

Name:

Dave B. Stevens

Title:

Chair of the Compensation Committee

Date:

December 6, 2023

EXECUTIVE:

Name:

Richard Poulton

Date:

December 6, 2023

Termination Date. As of the close of business on December 6, 2023 (the “Termination Date”), Executive’s employment with and service as an officer of Company is terminated. As of the Termination Date, Executive irrevocably resigns from all other positions she has with Company and any subsidiaries and affiliated companies of Company.

Final Pay. Regardless of whether Executive executes this Agreement, Company will provide Executive with any Base Salary that has accrued but is unpaid as of the Termination Date on the first regularly scheduled Company pay date following the Termination Date. Company will reimburse Executive for all expenses incurred by Executive prior to the Termination Date that are reimbursable pursuant to the applicable Company policy. Executive agrees to provide documentation for all such expenses within twenty-one (21) days of the Termination Date. Any requests submitted thereafter shall not be eligible for reimbursement, except as required by applicable law.

Separation Benefits. If Executive signs, dates and returns this Agreement to Company by December 6, 2023 and complies with the terms of this Agreement, Company will provide Executive with the following:

Continuation of Executive’s base salary (as in effect immediately prior to the Termination Date) for a period of six (6) months commencing upon Executive’s “separation from service” within the meaning of Section 409A (as defined below), subject to Section 12(j) of this Agreement.

Executive shall be entitled to receive payment of the Company portion of premiums for COBRA continuation coverage for Executive and her dependents under applicable Company plans for twelve (12) months following the Termination Date (subject to Executive’s timely election of COBRA continuation coverage).

The Company shall provide up to nine (9) months of outplacement services for Executive at an outplacement firm of the Company’s choosing, which Executive may use at any time between the Termination Date and the twelve months following the conclusion of the Consulting Period as defined in the Consulting Agreement (defined below); and

Company will agree to enter into a consulting arrangement with Executive (with an effective date as of the first business day following the Separation Date) in the form of Consulting Agreement attached hereto as Exhibit A (the “Consulting Agreement”).

Company shall directly pay Davis+Gilbert LLP for Executive’s attorneys’ fees in an amount not to exceed $10,000 in connection with review and negotiation of this Agreement. Executive shall submit a written invoice for such attorneys’ fees within fourteen (14) days of the Termination Date and Company shall pay Davis+Gilbert LLP in accordance with this Section 3(e) within thirty (30) days after its receipt of such invoice, provided that Executive has provided to Company a Form W-9 and any other form reasonably requested to initiate such payment.

Release.

Released Parties. The term “Released Parties” as used in this Agreement includes: (a) Company and its past and present parents, divisions, subsidiaries, partnerships, affiliates, and other related entities (whether or not they are wholly owned); and (b) the past, present, and future owners, trustees, fiduciaries, administrators, stockholders, directors, officers, partners, agents, representatives, members, associates, employees, and attorneys of each entity listed in subpart (a) above; and (c) the predecessors, successors, and assigns of each entity listed in subparts (a) and (b) above, and the heirs, administrators and executors of any person listed in subpart (b) above.

Release of All Claims. Executive, and anyone claiming through Executive or on Executive’s behalf, hereby waives and releases Company and the other Released Parties with respect to any and all claims, whether currently known or unknown, that Executive now has or has ever had against Company or any of the other Released Parties arising from or related to any act, omission, or thing occurring or existing at any time prior to or on the date on which Executive signs this Agreement. Without limiting the generality of the foregoing, the claims waived and released by Executive hereunder include, but are not limited to:

all claims arising out of or related in any way to Executive’s employment or service as a director, compensation, other terms and conditions of employment, or termination from employment with Company, including without limitation all claims for any compensation payments, bonus, severance pay, equity, or any other compensation or benefit;

all claims that were or could have been asserted by Executive or on her behalf: (i) in any federal, state, or local court, commission, or agency; or (ii) under any common law theory (including without limitation all claims for breach of contract (oral, written or implied), wrongful termination, defamation, invasion of privacy, infliction of emotional distress, tortious interference, fraud, estoppel, unjust enrichment, and any other contract, tort or other common law claim of any kind); and

all claims that were or could have been asserted by Executive or on her behalf under: any federal, state, local, employment, services or other law, regulation, ordinance, constitutional provision, executive order or other source of law, including without limitation under any of the following laws, as amended from time to time: Title VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 1981 & 1981a, the Americans with Disabilities Act, the Equal Pay Act, the Employee Retirement Income Security Act, the Lilly Ledbetter Fair Pay Act of 2009, the Family and Medical Leave Act, the Genetic Information Nondiscrimination Act, the Fair Credit Reporting Act, the Illinois Human Rights Act, the Illinois Equal Pay Act, and the Chicago, Cook County Human Rights Ordinances, the Georgia Equal Pay Act, Georgia Prohibition of Age Discrimination in Employment Act, and the Georgia Equal Employment for Persons with Disabilities Code.

No Other Actions of Claims. Executive represents and warrants that: (a) Executive is the sole owner of the claims that are released in Section 4 above; (b) none of these claims has been transferred or assigned or caused to be transferred or assigned to any other person, firm or other legal entity; and (c) Executive has the full right and power to grant, execute, and deliver the releases, undertakings, and agreements contained in this Agreement.

No Other Payments or Benefits. Except as expressly provided in this Agreement or in the Consulting Agreement, Executive acknowledges and agrees that she is not entitled to and will not receive any other compensation, payments, benefits, or recovery of any kind from Company or the other Released Parties, including without limitation any bonus, severance,

Non-Interference. Notwithstanding any other provision of this Agreement, nothing in this Agreement shall prohibit Executive from confidentially or otherwise (without informing Company or its affiliates) communicating or filing a charge or complaint with, participating in an investigation or proceeding by, or giving truthful testimony or statements to a federal, state, local or other governmental agency or regulatory entity (including self-regulatory), or if properly subpoenaed or otherwise required to do so under applicable law (including any regulation or legal process); requesting or receiving confidential legal advice (at Executive’s own expense); or exercising any protected right to communicate about lawfully acquired compensation information or other working conditions.

Continuing Obligations. Executive acknowledges and reaffirms her continuing obligations owed to Company, including without limitation, pursuant to the applicable award agreement for each equity award granted to Executive and under any other agreement between Executive and Company that contains confidentiality, intellectual or other property, or post-employment competitive activities that Executive has or may have to the Company (the “Continuing Obligations”), which obligations shall remain in full force and effect in accordance with their terms following the Termination Date.

Cooperation. Following the Termination Date, and except as otherwise provided in Section 7 above, Executive shall cooperate fully with Company and the other Released Parties in transitioning her responsibilities as requested by Company, and shall cooperate fully in any administrative, investigative, litigation or other legal matter(s) that may arise or have arisen involving Company or any of the other Released Parties and which in any way relate to or involve Executive’s employment with Company. Executive’s obligation to cooperate hereunder shall include, without limitation, meeting and conferring with such persons at such times and in such places as Company and the other Released Parties may reasonably require, and giving truthful evidence and truthful testimony and executing and delivering to Company and any of the other Released Parties any truthful papers, electronic data, and other information (whether in hard copy, electronic, or other format) reasonably requested by any of them, provided that such cooperation does not materially and unreasonably interfere with Executive’s employment or other professional obligations following the Termination Date. Executive shall be reimbursed for reasonable out-of-pocket expenses (including reasonable attorney fees’ and costs) that Executive incurs in rendering cooperation after the Termination Date pursuant to this Section 9, subject to applicable law.

Waiver of Any Re-Employment Right. Notwithstanding Executive’s consulting arrangement with the Company pursuant to the Consulting Agreement, Executive waives all interest in and right to reinstatement or re-employment with Company and any of its affiliates and agrees that any application for re-employment may be rejected without explanation or liability pursuant to this provision.

Acknowledgements. Executive acknowledges, understands, and agrees that: (a) Executive has read and understands the terms and effect of this Agreement; (b) Executive releases and waives claims through the date she signs this Agreement; (c) Executive agrees to all provisions of this Agreement knowingly and voluntarily, in exchange for consideration in addition to anything of value to which Executive already is entitled; and (d) Executive hereby is and has been advised to have her attorney or other representative (chosen by Executive and at her cost) review this Agreement before signing it.

Miscellaneous.

Binding Effect. This Agreement shall be binding upon each of the parties and upon their respective heirs, administrators, representatives, executors, successors and assigns, and shall inure to the benefit of each party and to their respective heirs, administrators, representatives, executors, successors and assigns.

Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Illinois without regard to the conflict of law provisions of any jurisdiction.

Scope of Agreement. This Agreement, including Exhibit A, and the Continuing Obligations reflect the entire agreement between Executive and Company with respect to the terms and conditions of Executive’s employment relationship with Company, the termination of such employment relationship, and Executive’s consulting relationship with the Company, and, except as specifically provided herein, supersede all prior agreements and understandings, written or oral relating to the subject matter hereof.

Notices. Any notice, request, or other communication required or permitted to be given hereunder shall be made to the following addresses or to any other address designated by either of the parties hereto by notice similarly given: (a) if to Company, to 222 W Merchandise Mart Plaza #2024, Chicago, IL 60654; and (b) if to the Executive, to the mailing and email addresses on file in Company’s records. All such notices, requests, or other communications shall be sufficient if made in writing by email to Company’s General Counsel and Chairperson of the Board of Directors or the Executive’s email address on file with Company, in each case with confirmation of sending, and one of the following: (i) by personal delivery to the party entitled thereto, (ii) by certified mail, return receipt requested, or (iii) by express courier service, and shall be effective upon personal delivery, upon confirmation of receipt of sending of email transmission, upon the fourth calendar day after mailing by certified mail, or upon the second calendar day after sending by express courier service.

Waiver of Breach. The waiver by either party to this Agreement of a breach of any provision of this Agreement shall not operate as or be deemed a waiver of any breach of any other provision or any subsequent breach by such party. Continuation of benefits hereunder by Company following a breach by Executive of any provision of this Agreement shall not preclude Company from thereafter exercising any right that it may otherwise independently have to terminate said benefits based upon the same violation.

Amendment. This Agreement may not be modified or amended except by a writing signed by Executive and an authorized member of the Board of Directors or other authorized signatory of Company.

Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for all purposes.

Terms and Construction. Each party has cooperated in the drafting and preparation of this Agreement. The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against either party.

Admissions. Nothing in this Agreement is intended to be, or will be deemed to be, an admission of liability by Executive or Company to each other, or an admission that they or any of their agents, affiliates, or employees have violated any state, federal or local statute, regulation or ordinance or any principle of common law of any jurisdiction, or that they have engaged in any wrongdoing towards each other.

Section 409A of the Code. It is intended that any amounts payable under this Agreement will be exempt from or comply with Section 409A of the Internal Revenue Code of 1986, as amended, and treasury regulations relating thereto (collectively, “Section 409A”), so as not to subject Executive to the payment of any interest and tax penalty which may be imposed under Section 409A, and this Agreement shall be interpreted and construed accordingly; provided, however, that Company and the other Released Parties shall not be responsible for any taxes, penalties, interest or other losses or expenses incurred by Executive due to any failure to comply with Section 409A, and Company shall not have any obligation to indemnify or otherwise protect Executive from the obligation to pay any taxes pursuant to Section 409A. The timing of the payments or benefits provided herein may be modified to so comply with Section 409A. All references in this Agreement to Executive’s termination of employment shall mean a separation from service

Withholding. Company may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to applicable laws or regulations.

Severability. The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity or enforceability of any other provision. In the event any clause of this Agreement is deemed to be invalid, the parties shall endeavor to modify that clause in a manner which carries out the intent of the parties in executing this Agreement.

VERADIGM INC.

By:

/s/ Dave B. Stevens

Name: Dave B. Stevens

Title: Chair of the Compensation Committee

Date: December 6, 2023

EXECUTIVE:

By:

/s/ Leah Jones

Name: Leah Jones

Date: December 6, 2023

Date: December 6, 2023