MDRX Veradigm Inc

Purchase Agreement

On August 1, 2017, Allscripts Healthcare, LLC, a North Carolina limited liability company (“ Purchaser ”) and wholly-owned subsidiary of Allscripts Healthcare Solutions, Inc., a Delaware corporation (“ Allscripts ”), and McKesson Corporation, a Delaware corporation (“ Seller Parent ”), entered into a Purchase Agreement (the “ Purchase Agreement ”). Pursuant to, and subject to the terms and conditions of, the Purchase Agreement, Purchaser will purchase (the “ Acquisition ”) Seller Parent’s Enterprise Information Solutions (EIS) Business (the “ EIS Business ”), which provides certain software solutions and services to hospitals and health systems, by acquiring all of the outstanding equity interests of two indirect, wholly-owned subsidiaries of Seller Parent that hold all of the assets of Seller Parent primarily related to the EIS Business: (i) PF2 EIS LLC, a Delaware limited liability company (the “ U.S. Acquired Company ”), and (ii) PF2 Enterprise Information Solutions Canada ULC, an unlimited liability corporation organized under the laws of British Columbia. The purchase price for the Acquisition will be $185 million, subject to adjustments for net working capital and net debt.

Consummation of the Acquisition is subject to customary conditions, including (i) the expiration or termination of the waiting period applicable to consummation of the Acquisition under the Hart-Scott-Rodino Antitrust Improvements Act of 1975, as amended, (ii) the absence of any law, order or injunction prohibiting the closing of the Acquisition and (iii) the accuracy of the other party’s representations, warranties, covenants and agreements (subject to customary materiality qualifiers). The Purchase Agreement may be terminated by each of Purchaser and Seller Parent under certain circumstances, including if the Acquisition is not consummated by December 1, 2017. There is no financing condition to the consummation of the Acquisition.

Purchaser and Seller Parent made customary representations and warranties in the Purchase Agreement. Purchaser and Seller Parent also agreed to certain covenants in the Purchase Agreement, including covenants requiring Seller Parent to operate the EIS Business in the ordinary course prior to the consummation of the Acquisition.

Subject to certain exceptions and limitations, each party has agreed to indemnify the other for breaches of representations, warranties and covenants and for certain other matters.

The Purchase Agreement also contemplates that Seller Parent will provide certain transition services to Purchaser pursuant to a transition services agreement and that each of Seller Parent and Purchaser will license certain intellectual property to the other party pursuant to a cross license agreement.

The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be a complete description and is qualified in its entirety by reference to the terms and conditions of the Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference.