Quality Systems, Inc Sample Contracts

Nextgen Healthcare, Inc. – CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE OF ALL CLAIMS (January 23rd, 2019)

This Confidential Separation Agreement and General Release of All Claims (“Separation Agreement”) is entered into by and between Scott E. Bostick (“Employee”) and NextGen Healthcare, Inc., (“Employer”).  The term “Party” or “Parties” as used herein shall refer to Employee, Employer or both, as may be appropriate.

Nextgen Healthcare, Inc. – EXECUTIVE EMPLOYMENT AGREEMENT ADDENDUM (January 23rd, 2019)

This Executive Employment Agreement Addendum (“Agreement”) is made and entered into as of January 22, 2019 (the “Effective Date”) by and between NextGen Healthcare, Inc., a California corporation (“Company”), and John R. Frantz, an individual (“Executive”), (individually, a “Party” and collectively, the “Parties”).

Nextgen Healthcare, Inc. – AGREEMENT AND PLAN OF MERGER OF NEXTGEN HEALTHCARE, INC., (a California corporation) WITH AND INTO QUALITY SYSTEMS, INC. (a California corporation) (September 10th, 2018)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of September 6, 2018 by and between Quality Systems, Inc., a California corporation (the “Surviving Corporation”), and NextGen Healthcare, Inc., a California corporation (the “Merging Corporation”).

Nextgen Healthcare, Inc. – CERTIFICATE OF OWNERSHIP (September 10th, 2018)
Nextgen Healthcare, Inc. – the Articles of Incorporation, (September 10th, 2018)
Quality Systems, Inc – Quality Systems, Inc. FY 2019 Director Compensation Plan (August 16th, 2018)
Quality Systems, Inc – AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 29, 2018 among QUALITY SYSTEMS, INC. The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent U.S. BANK NATIONAL ASSOCIATION as Syndication Agent and BANK OF THE WEST, KEYBANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION as Co-Documentation Agents JPMORGAN CHASE BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION as Joint Bookrunners and Joint Lead Arrangers (April 3rd, 2018)

AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 29, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among QUALITY SYSTEMS, INC., a California corporation, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent, and BANK OF THE WEST, KEYBANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

Quality Systems, Inc – Re: Employment Offer Letter (December 1st, 2017)

On behalf of Quality Systems, Inc. (“QSI”), I am pleased to extend to you an offer of employment to join QSI in the full-time position of Executive Vice President, General Counsel & Secretary. This letter will convey the proposed terms and conditions of your employment with QSI. In addition to the other items specified in paragraph 10 below, this offer is conditioned upon final approval by QSI’s Board of Directors (the “Board”).

Quality Systems, Inc – QSI FY 2018 Director Compensation Plan (August 23rd, 2017)
Quality Systems, Inc – Quality Systems, Inc. Amended 2015 Equity Incentive Plan (August 23rd, 2017)
Quality Systems, Inc – AGREEMENT AND PLAN OF MERGER by and among QUALITY SYSTEMS, INC. and PEACOCK MERGER SUB, INC. and EAGLEDREAM HEALTH INC. and ALGIMANTAS K. CHESONIS dated as of JULY 31, 2017 (August 1st, 2017)

This Agreement and Plan of Merger (this “Agreement”), dated as of July 31, 2017, is entered into by and among Quality Systems, Inc., a California corporation (“Parent”), Peacock Merger Sub, Inc., a Delaware corporation (“Merger Sub”), EagleDream Health Inc., a Delaware corporation (the “Company”), and Algimantas K. Chesonis, solely in his capacity as the representative of Securityholders (“Securityholders’ Representative”).

Quality Systems, Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG QUALITY SYSTEMS, INC., ENGAGE MERGER SUB, INC., ENTRADA, INC. AND FCA VENTURE PARTNERS V, LP, AS THE COMPANY STOCKHOLDERS’ REPRESENTATIVE (FOR THE LIMITED PURPOSES DESCRIBED HEREIN) Dated as of April 11, 2017 (April 12th, 2017)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of April 11, 2017, by and among Quality Systems, Inc., a California corporation (“Parent”), Engage Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Entrada, Inc., a Delaware corporation (the “Company”), and FCA Venture Partners V, LP, solely in its capacity as representative of the Equity Holders as set forth in this Agreement (the “Company Stockholders’ Representative”). Certain other capitalized terms used in this Agreement are defined in Article I.

Quality Systems, Inc – NEXTGEN HEALTHCARE ANNOUNCES AGREEMENT TO ACQUIRE ENTRADA, INC. (April 12th, 2017)

Irvine, Calif. – April 12, 2017 – NextGen Healthcare Information Systems, LLC, a wholly owned subsidiary of Quality Systems, Inc. (NASDAQ: QSII), announced today an agreement to acquire Entrada, Inc. (Entrada). The transaction is expected to close promptly upon the completion of customary closing conditions and will be settled in all cash with a value of approximately $34M. In calendar year 2016, Entrada had revenue of approximately $12 million and had a loss of approximately $2 million. Quality Systems will provide additional transaction details at its upcoming May conference call to review results of its fiscal year 2017 fourth quarter and year ended March 31, 2017.

Quality Systems, Inc – SEPARATION AGREEMENT AND GENERAL RELEASE (April 4th, 2017)

THIS SEPARATION AGREEMENT AND GENERAL RELEASE (this “Agreement”), dated as of March 31, 2017, is entered into by and between DANIEL J. MOREFIELD, a resident of the State of California (“Executive”), and Quality Systems, Inc., a California corporation (the “Company”, Executive and the Company, each a “Party” and, collectively, the “Parties”), and is intended by the Parties to conclude any and all obligations or other matters arising out of or regarding Executive’s employment with the Company and any of its subsidiaries.

Quality Systems, Inc – QUALITY SYSTEMS, INC. FORM OF CHANGE OF CONTROL SEVERANCE AGREEMENT (January 3rd, 2017)

This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [●] (“Executive”) and Quality Systems, Inc., a Delaware corporation (the “Company”), effective as of the date of Executive’s signature below (the “Effective Date”). If the Company does not receive a signed copy of this Agreement from Executive by [●], 2016, this Agreement shall be without force or effect.

Quality Systems, Inc – QUALITY SYSTEMS, INC. RESTRICTED STOCK AWARD GRANT NOTICE 2015 Equity Incentive Plan (January 3rd, 2017)

Quality Systems, Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants to Participant the right to RECEIVE the number of shares of the Company’s Common Stock set forth below (“Award”), subject to the Participant’s execution of this Agreement by [●]. This Award is subject to all of the terms and conditions as set forth herein and in the Performance/Restricted Stock Award Agreement and the Plan, each of which are attached hereto and incorporated herein in their entirety. Defined terms not explicitly defined in this Grant Notice but defined in the Plan shall have the same definitions as in the Plan.

Quality Systems, Inc – QUALITY SYSTEMS, INC. PERFORMANCE STOCK AWARD GRANT NOTICE 2015 Equity Incentive Plan (January 3rd, 2017)

Quality Systems, Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants to Participant the right to RECEIVE the number of shares of the Company’s Common Stock set forth below (“Award”), subject to the Participant’s execution of this Agreement by [●]. This Award is subject to all of the terms and conditions as set forth herein and in the Performance/Restricted Stock Award Agreement and the Plan, each of which are attached hereto and incorporated herein in their entirety. Defined terms not explicitly defined in this Grant Notice but defined in the Plan shall have the same definitions as in the Plan.

Quality Systems, Inc – Quality Systems, Inc. 2017 Director Compensation Program (August 18th, 2016)
Quality Systems, Inc – Independent Auditors’ Report 3-4 Consolidated Financial Statements (March 11th, 2016)
Quality Systems, Inc – UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS (March 11th, 2016)

As previously disclosed, on January 4, 2016, Quality Systems, Inc. (the “Company”) completed its acquisition (the “Acquisition”) of HealthFusion Holdings, Inc. (“HealthFusion”) pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated October 30, 2015, by and among the Company, HealthFusion, Ivory Merger Sub, Inc., a wholly owned subsidiary of the Company and the Securityholder Representative Committee (as defined in the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Company purchased all of the issued and outstanding equity interests of HealthFusion for an aggregate purchase price of $165 million in cash, subject to certain adjustments in accordance with the terms of the Merger Agreement. In addition, pursuant to the terms of the Merger Agreement, the Company may pay up to an additional $25 million in cash related to the Acquisition, subject to the future performance of HealthFusion.

Quality Systems, Inc – PERSONAL AND CONFIDENTIAL (February 18th, 2016)

On behalf of Quality Systems, Inc. (“QSI”), I am pleased to extend to you an offer of employment to join QSI in the full-time position of Chief Financial Officer. This letter will convey the proposed terms and conditions of your employment with QSI. In addition to the other items specified in paragraph 12 below, this offer is conditioned upon final approval by QSI’s Board of Directors (the “Board”).

Quality Systems, Inc – CREDIT AGREEMENT dated as of January 4, 2016 among QUALITY SYSTEMS, INC. (January 29th, 2016)

CREDIT AGREEMENT (this “Agreement”) dated as of January 4, 2016 among QUALITY SYSTEMS, INC., a California corporation, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, U.S. BANK NATIONAL ASSOCIATION, as Syndication Agent, and BANK OF THE WEST, KEYBANK NATIONAL ASSOCIATION and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

Quality Systems, Inc – January 27, 2016 (January 28th, 2016)

On behalf of Quality Systems, Inc. (“QSI”), I am pleased to extend to you an offer of employment to join QSI in the full-time position of Chief Technology Officer. This letter will convey the proposed terms and conditions of your employment with QSI. In addition to the other items specified in paragraph 10 below, this offer is conditioned upon final approval by QSI’s Board of Directors (the “Board”).

Quality Systems, Inc – QSI FY 2016 Director Compensation Program (December 8th, 2015)
Quality Systems, Inc – AGREEMENT AND PLAN OF MERGER BY AND AMONG QUALITY SYSTEMS, INC., IVORY MERGER SUB, INC., HEALTHFUSION HOLDINGS, INC., and SETH FLAM, SOL LIZERBRAM, and JONATHAN FLAM, AS THE SECURITYHOLDER REPRESENTATIVE COMMITTEE Dated as of October 30, 2015 (October 30th, 2015)

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 30, 2015, by and among Quality Systems, Inc., a California corporation (“Parent”), Ivory Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), HealthFusion Holdings, Inc., a Delaware corporation (the “Company”), and Seth Flam, Sol Lizerbram and Jonathan Flam (in their capacity as the Securityholder Representative Committee hereunder, the “Securityholder Representative Committee”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

Quality Systems, Inc – QUALITY SYSTEMS, INC. ANNOUNCES AGREEMENT TO ACQUIRE HEALTHFUSION HOLDINGS, INC. Acquisition to accelerate cloud-based development and delivery of QSI/NextGen Healthcare core applications and elevate commitment to ambulatory services sector with addition of clients (October 30th, 2015)

Irvine, Calif. – October 30, 2015 – Quality Systems, Inc. (NASDAQ: QSII), announced today an agreement to acquire HealthFusion Holdings, Inc. (HealthFusion) for $165 million plus potential additional contingent consideration of up to $25 million.

Quality Systems, Inc – QUALITY SYSTEMS, INC. 2015 EQUITY INCENTIVE PLAN (August 14th, 2015)
Quality Systems, Inc – 2015 Equity Incentive Plan (August 14th, 2015)

Quality Systems, Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants to Participant the right to RECEIVE the number of shares of the Company’s Common Stock set forth below (“Award”). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement and the Plan, each of which are attached hereto and incorporated herein in their entirety. Defined terms not explicitly defined in this Grant Notice but defined in the Plan shall have the same definitions as in the Plan.

Quality Systems, Inc – 2015 Equity Incentive Plan (August 14th, 2015)

Quality Systems, Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants to Participant the right to receive the number of shares of the Company’s Common Stock set forth below (“Award”). This Award is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Award Agreement and the Plan, each of which are attached hereto and incorporated herein in their entirety. Defined terms not explicitly defined in this Grant Notice but defined in the Plan shall have the same definitions as in the Plan.

Quality Systems, Inc – (2015 EQUITY INCENTIVE PLAN) (August 14th, 2015)

Quality Systems, Inc. (the “Company”), pursuant to its 2015 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this notice, in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this notice and the Plan, the terms of the Plan will control.

Quality Systems, Inc – SEPARATION AGREEMENT AND GENERAL RELEASE (June 24th, 2015)

This Separation Agreement and General Release (this “Agreement”), dated as of June 24, 2015, is entered into by and between Steven Plochocki, a resident of the State of California (“Executive”), and Quality Systems, Inc., a California corporation (the “Company”; Executive and the Company, each a “Party” and, collectively, the “Parties”), and is intended by the Parties to conclude any and all obligations or other matters arising out of or regarding Executive’s employment with the Company and any of its subsidiaries.

Quality Systems, Inc – EXECUTIVE EMPLOYMENT AGREEMENT (June 4th, 2015)

This Executive Employment Agreement (“Agreement”) is made and entered into on June 3, 2015, to be effective as of July 1, 2015 (the “Effective Date”), by and between Quality Systems, Inc. (“Company”) and John R. Frantz (“Executive”) (collectively the “Parties”).

Quality Systems, Inc – QSI FY 2015 Director Compensation Plan (May 29th, 2014)
Quality Systems, Inc – Notice of Performance-Based Restricted Stock Unit Grant (May 29th, 2014)

This Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”), dated as of the Date of Grant set forth in the Notice of Performance-Based Restricted Stock Unit Grant attached hereto (the “Grant Notice”), is made between Quality Systems, Inc. (the “Corporation”) and the Participant set forth in the Grant Notice. The Grant Notice is included in and made part of this Agreement.

Quality Systems, Inc – AGREEMENT (July 17th, 2013)

This agreement, effective July 17, 2013 (this “Agreement”), is made by and among Clinton Relational Opportunity Master Fund, L.P., Clinton Spotlight Master Fund, L.P., Clinton Relational Opportunity, LLC, Clinton Group, Inc. and Mr. George E. Hall (each, a “Clinton Shareholder” and collectively, the “Clinton Group”) and Quality Systems, Inc. (the “Company”). In consideration of and in reliance upon the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: