NXGN NextGen Healthcare Inc

You are cordially invited to attend a special meeting of the stockholders of NextGen Healthcare, Inc., a Delaware corporation (“NextGen,” the “Company,” “we,” “us” or “our”), to be held on November 7, 2023, at 9:00 a.m., local time, at the offices of Latham & Watkins, LLP, located at 650 Town Center Drive, 20^th Floor, Costa Mesa, California 92626 (the special meeting and any adjournments or postponements thereof, the “Special Meeting”).

We have entered into an Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated as of September 5, 2023, with Next Holdco, LLC, a Delaware limited liability company (“Parent”), and Next Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to and subject to the terms and conditions of the Merger Agreement, Merger Sub will be merged with and into NextGen, with NextGen surviving the merger as a wholly owned subsidiary of Parent (the “Merger”). Parent and Merger Sub are each affiliated with Thoma Bravo Discover Fund IV, L.P. (the “Thoma Bravo Fund”), and Parent, Merger Sub and the Thoma Bravo Fund are each affiliated with Thoma Bravo, L.P. (collectively, with its affiliates, “Thoma Bravo”). Thoma Bravo is a leading private equity firm focused on the software and technology-enabled services sectors.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Merger Agreement (the “Merger Proposal”). The affirmative vote of the holders of a majority of the outstanding shares of NextGen common stock, par value $0.01 per share (the “Company Shares”), issued and outstanding and entitled to vote thereon as of the close of business on October 10, 2023 (the “Record Date”) is required to approve the Merger Proposal. At the Special Meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid or become payable to NextGen’s named executive officers that is based on or otherwise relates to the Merger (the “Merger Compensation Proposal”). The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Special Meeting by the holders entitled to vote thereon is required to approve the Merger Compensation Proposal. At the Special Meeting, you will also be asked to consider and vote on a proposal to approve the adjournment of the Special Meeting to a later date or dates if necessary to solicit additional proxies if there are insufficient votes in person or by proxy to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”). The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions) at the Special Meeting by the holders entitled to vote thereon is required to approve the Adjournment Proposal.

If the Merger is consummated, you will be entitled to receive $23.95 in cash, without interest, for each Company Share that you own (unless you have properly exercised appraisal rights, including by not voting in favor of the Merger Proposal). Such merger consideration represents a premium of approximately 46% over the Company Share closing price of $16.36 on August 22, 2023, the last trading day before the media released a news article speculating that NextGen was contemplating a potential sale transaction.

The Board of Directors of NextGen (the “Board”), after considering the factors more fully described in the enclosed proxy statement, has (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of NextGen and NextGen’s stockholders, and declared it advisable, for NextGen to enter into the Merger Agreement, (ii) approved and declared advisable the execution and delivery by NextGen of the Merger Agreement, the performance by NextGen of its covenants and agreements contained therein and the consummation of the

Merger and the other transactions contemplated by the Merger Agreement upon the terms and subject to the conditions contained therein, and (iii) resolved to recommend that NextGen’s Stockholders adopt the Merger Agreement. The Board unanimously recommends that NextGen stockholders vote “FOR” the Merger Proposal. In addition, the Board unanimously recommends that NextGen stockholders vote “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement and is incorporated herein by reference. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the proxy statement, and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information. You may also obtain more information about NextGen from documents we file with the Securities and Exchange Commission from time to time.

Whether or not you plan to attend the Special Meeting in person, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying postage prepaid envelope or grant your proxy electronically over the Internet or by telephone. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting. If you attend the Special Meeting and vote thereat, your vote will revoke any proxy that you have previously submitted.

Your vote is very important, regardless of the number of Company Shares that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of the holders of at least a majority of the issued and outstanding Company Shares entitled to vote thereon as of the Record Date.

If you have questions or need assistance voting your Company Shares, please contact:

On behalf of the Board, I thank you for your support and appreciate your consideration of this matter.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. This proxy statement is dated October 6, 2023 and, together with the enclosed form of proxy card, is first being mailed to stockholders on or about October 12, 2023.

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of NextGen Healthcare, Inc., a Delaware corporation (“NextGen,” the “Company,” “we,” “us” or “our”), will be held on November 7, 2023, at 9:00 a.m., local time, at the offices of Latham & Watkins, LLP, located at 650 Town Center Drive, 20^th Floor, Costa Mesa, California 92626, or at any adjournment or postponement thereof. The Special Meeting is being held for the following purposes:

Only stockholders of record as of the close of business on October 10, 2023 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof.

The Board unanimously recommends that you vote:

Your vote is very important, regardless of the number of shares of NextGen common stock, par value $0.01 per share (“Company Shares”), that you own. Whether or not you plan to attend the Special Meeting in person, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the

accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting, your Company Shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the Merger Proposal.

Under Delaware law, stockholders and beneficial owners who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their issued and outstanding Company Shares as determined by the Delaware Court of Chancery if the Merger is consummated, but only if they submit a written demand for such an appraisal to NextGen before the vote on the Merger Proposal and comply with the other Delaware law procedures explained in the accompanying proxy statement.

If your Company Shares are registered directly in your name: If you are a stockholder of record, you may grant a proxy to vote your Company Shares through the Internet, by telephone or by mail as described below. Please help us save time and postage costs by granting a proxy through the Internet or by telephone. Each such method is generally available 24 hours a day and will ensure that your proxy to vote your Company Shares is confirmed and posted immediately. To grant a proxy to vote your Company Shares:

If your Company Shares are held in the name of a bank, broker or other nominee: You will receive instructions on how to vote from the bank, broker or other nominee. You must follow the instructions of such bank, broker or other nominee in order for your Company Shares to be voted. Telephone and Internet voting instructions also may be offered to stockholders owning Company Shares through certain banks and brokers. As a beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote the Company Shares in your account. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting, including the Merger Proposal, without your instructions.

If you fail to return your proxy card, grant your proxy electronically over the Internet or by telephone or attend the Special Meeting, your Company Shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you hold your Company Shares through a bank, broker or other nominee, you must obtain from such nominee a valid “legal proxy” issued in your name in order to vote at the Special Meeting.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and its annexes, carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or require assistance in submitting your proxy or voting your Company Shares, please contact our proxy solicitor or us by using the contact information provided below:

The following questions and answers address some commonly asked questions regarding the special meeting (together with any adjournments or postponements thereof, the “Special Meeting”), the Merger Agreement (as defined below) and the transactions contemplated by the Merger Agreement, pursuant to which Merger Sub (as defined below) will be merged with and into NextGen (as defined below), with NextGen surviving as a wholly owned subsidiary of Parent (as defined below) (the “Merger”). Please refer to the “Summary” beginning on page 12 of this proxy statement and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents incorporated by reference or referred to in this proxy statement, which you should read carefully and in their entirety.

Except as otherwise specifically noted in this proxy statement or as context otherwise requires, “NextGen,” “we,” “our,” “us,” the “Company” and similar words in this proxy statement refer to NextGen Healthcare, Inc. Throughout this proxy statement we refer to Next Holdco, LLC as “Parent” and Next Merger Sub, Inc. as “Merger Sub.” In addition, throughout this proxy statement we refer to the Agreement and Plan of Merger, dated as of September 5, 2023, as it may be amended from time to time, by and among Parent, Merger Sub and NextGen, as the “Merger Agreement.”

NextGen Healthcare is a leading provider of innovative, cloud-based, healthcare technology solutions that empower ambulatory healthcare providers to manage the risk and complexity of delivering care in the United States healthcare system. NextGen’s combination of technological breadth, depth, and domain expertise positions NextGen as a preferred solution provider and trusted advisor for its clients. In addition to highly configurable core clinical and financial capabilities, NextGen’s portfolio includes tightly integrated solutions that deliver on ambulatory healthcare imperatives, including consumerism, digitization, risk allocation, regulatory influence, and integrated care and health equity. The Company Shares are listed on Nasdaq under the symbol “NXGN.”

Additional information about NextGen is contained in certain of its public filings that are incorporated by reference herein. See “Where You Can Find More Information” beginning on page 102 of this proxy statement.

Parent was formed on August 30, 2023, solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing and debt financing in connection with the merger.

The principal executive offices of Parent are c/o Thoma Bravo, L.P., 600 Montgomery Street, 20th Floor, San Francisco, CA 94111 with a telephone number of (415) 263-3600.

Merger Sub is a direct wholly owned subsidiary of Parent and was formed on August 30, 2023, solely for the purpose of engaging in the transactions contemplated by the merger agreement, and has not engaged in any business activities other than in connection with the transactions contemplated by the merger agreement and arranging of the equity financing in connection with the merger.

Parent and Merger Sub are affiliated with Thoma Bravo Discovery Fund IV, L.P. (the “Thoma Bravo Fund”), and Parent, Merger Sub and the Thoma Bravo Fund are each affiliated with Thoma Bravo, L.P. (“Thoma Bravo”). Thoma Bravo is a leading private equity firm focused on the software and technology-enabled services sectors. At the Effective Time (defined below), the surviving corporation will be indirectly owned by the Thoma Bravo Fund and certain of its affiliates.

In connection with the transactions contemplated by the merger agreement, the Thoma Bravo Fund has provided Parent with an equity commitment (as defined below under “—Financing of the Merger”). The amounts committed under the commitment letters (as defined below under “—Financing of the Merger”) will be used to fund the aggregate purchase price required to be paid at the closing of the merger (the “closing”) and to also fund certain other payments at the closing (including the Required Amounts (as defined below under “—Financing of the Merger”)), subject to the terms and conditions of the merger agreement. In addition, the Thoma Bravo Fund has agreed to guaranty the payment of certain liabilities and obligations of Parent and/or Merger Sub under the merger agreement, subject to an aggregate cap equal to $98,829,000.00, including any termination fee and amounts in respect of certain reimbursement and indemnification obligations of Parent and Merger Sub for certain costs, expenses or losses incurred or sustained by the Company, as specified in the merger agreement. For more information, please see the section of this proxy statement entitled “The Merger—Financing of the Merger”.

The principal executive offices of Merger Sub are c/o Thoma Bravo, L.P., 600 Montgomery Street, 20th Floor, San Francisco, CA 94111 with a telephone number of (415) 263-3600.

We are furnishing this proxy statement to NextGen stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting or any adjournment or postponement thereof.

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies by the Board for use at the Special Meeting to be held on November 7, 2023, at 9:00 a.m., local time, at the offices of Latham & Watkins, LLP, located at 650 Town Center Drive, 20^th Floor, Costa Mesa, California 92626, or at any adjournment or postponement thereof.

Company Shares held directly in your name as a stockholder of record may be voted at the Special Meeting via the Special Meeting website, provided you have pre-registered for the Special Meeting. Shares held in “street name” may be voted at the Special Meeting via the Special Meeting website only if you obtain a legal proxy from your bank, broker or other nominee and provided you have pre-registered for the Special Meeting.

At the Special Meeting, we will ask our stockholders of record as of the Record Date to vote on (i) the Merger Proposal, (ii) the Merger Compensation Proposal and (iii) the Adjournment Proposal. If holders of Company Shares fail to adopt the Merger Agreement by approving the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached to this proxy statement as Annex A and incorporated herein by reference, and the material provisions of the Merger Agreement are described under “The Merger Agreement” beginning on page 71 of this proxy statement.

This proxy statement and the enclosed form of proxy are first being mailed to our stockholders on or about October 12, 2023.

Only stockholders of record as of the close of business on October 10, 2023, the Record Date for the Special Meeting, are entitled to notice of and to vote at the Special Meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the Special Meeting will be available from secretary@nextgen.com, during regular business hours for a period of at least 10 days before the Special Meeting.

As of the close of business on October 4, 2023 , there were 67,096,894 Company Shares issued and outstanding and entitled to be voted at the Special Meeting.

A quorum of stockholders is necessary to transact business at the Special Meeting. Our second amended and restated bylaws provide that the presence at the Special Meeting, in person or by proxy, of the holders of a majority of the voting power of our issued and outstanding Company Shares entitled to vote at the Special Meeting will constitute a quorum for NextGen to transact business at the Special Meeting. In general, Company Shares that were issued and outstanding as of the Record Date and are represented by a properly signed and returned proxy card will be counted as Company Shares present and entitled to vote at the Special Meeting for purposes of determining a quorum. Company Shares represented by proxies received but marked “ABSTAIN” will be included in the calculation of the number of Company Shares considered to be present at the Special Meeting for purposes of determining a quorum. Broker non-votes will not be included in the calculation of the number of Company Shares considered to be present at the Special Meeting for purposes of determining a quorum. However, if a beneficial owner of Company Shares held in street name gives voting instructions to the bank, broker or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those Company Shares will be deemed present at the Special Meeting and for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal.

In the event that a quorum is not present at the Special Meeting, it is expected that the meeting would be adjourned to a later date to solicit additional proxies, and a quorum will have to be established at such adjourned date.

Each Company Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Special Meeting.

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the Company Shares that are issued and outstanding as of the Record Date and entitled to vote thereon. Adoption of the Merger Agreement by our stockholders is a condition to the closing of the Merger.

Approval of the Merger Compensation Proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) at the Special Meeting by the holders entitled to vote thereon.

Approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) at the Special Meeting by the holders entitled to vote thereon.

If a NextGen stockholder fails to vote, it will have the same effect as if the stockholder voted “AGAINST” the Merger Proposal, but it will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

If a NextGen stockholder abstains from voting, it will have the same effect as if the stockholder voted “AGAINST” the Merger Proposal, but will not be considered to be a vote cast on, and will have no effect on, the Merger Compensation Proposal or the Adjournment Proposal.

If you hold your Company Shares in “street name,” the failure to instruct your bank, broker or other nominee on how to vote your Company Shares will result in a broker non-vote, and each broker non-vote will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

As of the close of business on October 4, 2023, directors and executive officers of NextGen and their affiliates beneficially owned and were entitled to vote, in the aggregate, 3,094,025 Company Shares, which represented approximately 4.6% of the Company Shares issued and outstanding on that date. Our directors and executive officers have informed us that they currently intend to vote all of their Company Shares (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger Compensation Proposal and (iii) “FOR” the Adjournment Proposal, although none of them is obligated to do so.

Stockholders of record will be able to vote in person at the Special Meeting. If you plan to attend the Special Meeting and wish to vote in person, you will be given a ballot at the meeting. If you are not a stockholder of record, but instead hold your Company Shares in “street name” through a bank, broker or other nominee, you must provide a “legal proxy” executed in your favor from your bank, broker or other nominee in order to be able to vote in person at the Special Meeting.

To ensure that your Company Shares are voted at the Special Meeting, we recommend that you submit your proxy or provide voting instructions for your Company Shares held in “street name” to your bank, broker or other nominee promptly, even if you plan to attend the Special Meeting.

If you are a stockholder of record and your Company Shares are registered in your name with our transfer agent, Computershare, you may submit your proxy using one of the methods described below.

Submit a Proxy by Telephone or via the Internet. This proxy statement is accompanied by a proxy card with instructions for submitting a proxy. You can grant a proxy by telephone by calling the toll-free number

866-447-1752, until 11:59 p.m. Eastern Time on November 6, 2023, the day preceding the Special Meeting, or via the Internet, until the start of the Special Meeting, by accessing the Internet address as specified on the enclosed proxy card. Your Company Shares will be voted as you direct, and in the same manner as if you had completed, signed, dated and returned your proxy card, as described below. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone.

Submit a Proxy Card. If you complete, sign, date and return the enclosed proxy card by mail so that it is received prior 11:59 p.m. Eastern Time on November 6, 2023, the day preceding the Special Meeting, your Company Shares will be voted in the manner directed by you on your proxy card.

Voting instructions are included on your proxy card. All Company Shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. If you sign, date and return your proxy card without indicating how you wish to vote, such Company Shares represented by your properly signed proxy will be voted “FOR” each of the Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal. If you fail to return your proxy card and you are a holder of record as of the close of business on the Record Date, unless you attend the Special Meeting, your Company Shares will not be considered present at the Special Meeting for purposes of determining whether a quorum is present, and your failure to vote will have the same effect as a vote “AGAINST” the Merger Proposal and will have no effect on the vote regarding the Merger Compensation Proposal or the Adjournment Proposal.

If your Company Shares are held in “street name” through a bank, broker or other nominee, your bank, broker or other nominee will send you instructions as to how to provide voting instructions for your Company Shares. You may cause your Company Shares to be voted through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or by the Internet or telephone through your bank, broker or other nominee by following the instructions provided to you by them if such a service is available, or by attending the Special Meeting and voting using your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number so that you may vote.

Under applicable stock exchange rules, banks, brokers or other nominees have the discretion to vote your Company Shares on “routine” matters if you fail to instruct your bank, broker or other nominee on how to vote your Company Shares with respect to such matters. The Merger Proposal, the Merger Compensation Proposal and the Adjournment Proposal described in this proxy statement are “non-routine” matters, and your bank, broker or other nominee therefore cannot vote on these proposals without your instructions. Accordingly, if you do not return your bank’s, broker’s or other nominee’s voting form, do not provide voting instructions via the Internet or telephone through your bank, broker or other nominee, if applicable, or do not attend the Special Meeting and vote in person with a “legal proxy” from your bank, broker or other nominee, such actions will result in a “broker non-vote.” Broker non-votes, if any, will not be considered present at the Special Meeting for purposes of determining whether a quorum is present at the Special Meeting, will have the same effect as if you voted “AGAINST” the Merger Proposal and will have no effect on the Merger Compensation Proposal or the Adjournment Proposal. However, if a beneficial owner of shares of common stock held in street name gives voting instructions to the bank, broker or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those shares will be deemed present at the Special Meeting and for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. For Company Shares held in “street name,” only Company Shares affirmatively voted “FOR” the Merger Proposal, the Merger Compensation Proposal or the Adjournment Proposal will be counted as a vote in favor of such proposal.

Any person giving a proxy pursuant to this solicitation has the power to revoke and change it any time before it is voted at the Special Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

Please note, however, that only your last-dated proxy will count. Attending the Special Meeting without taking one of the actions described above will not in itself revoke your proxy. Please note that if you want to revoke your proxy by mailing a new proxy card to NextGen or by sending a written notice of revocation to NextGen, you should ensure that you send your new proxy card or written notice of revocation in sufficient time for it to be received by NextGen before the Special Meeting. Please note that to be effective, your new proxy card, telephonic voting instructions or written notice of revocation must be received by our Corporate Secretary prior to 11:59 p.m. Eastern Time on November 6, 2023, the day preceding the Special Meeting.

If you hold your Company Shares in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote or submit new voting instructions. You may also vote in person at the Special Meeting with your control number, or, if you did not obtain a control number, by contacting your bank, broker or other nominee to obtain a control number. Any adjournment or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow NextGen stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned or postponed.

An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. Abstentions will be included in the calculation of the number of Company Shares represented at the Special Meeting for purposes of determining whether a quorum has been achieved. Abstaining from voting will have the same effect as a vote “AGAINST” the Merger Proposal, but will have no effect on the Merger Compensation Proposal or the Adjournment Proposal.

Although it is not currently expected, subject to certain restrictions in the Merger Agreement, the Special Meeting may be adjourned or postponed, among other reasons, for the purpose of soliciting additional proxies. If a quorum is not present, then under our second amended and restated bylaws, (i) the chairperson of the Special Meeting or (ii) a majority in voting power of the stockholders entitled to vote thereon, present at the Special Meeting in person or represented by proxy, shall have power to adjourn the Special Meeting until a quorum is present or represented, and notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. However, our amended and restated bylaws provide that if any such adjournment is for more than thirty (30) days, or if after an adjournment a new record date for determining stockholders entitled to vote is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting as of the record date for determining the stockholders entitled to notice of the adjourned meeting.

If the Special Meeting is adjourned or postponed to solicit additional proxies, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use at the Special Meeting as adjourned or postponed.

In the event that there is present at the Special Meeting, in person or by proxy, sufficient favorable voting power to secure the vote of our stockholders necessary to adopt the Merger Agreement by approving the Merger Proposal, we do not currently anticipate that we will adjourn or postpone the Special Meeting.

The Board, after considering the various factors more fully described under “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 43 of this proxy statement, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of NextGen and its stockholders and declared it advisable for NextGen to enter into the Merger Agreement, (ii) approved and declared advisable the execution and delivery by NextGen of the Merger Agreement, the performance by NextGen of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, (iii) directed that the adoption of the Merger Agreement be submitted to a vote at a meeting of NextGen’s stockholders and (iv) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the Merger Agreement be adopted by NextGen’s stockholders (the matters described in clauses (i) through (iv), the “Company Board Recommendation”).

The Board unanimously recommends that you vote (i) “FOR” the Merger Proposal, (ii) “FOR” the Merger Compensation Proposal and (iii) “FOR” the Adjournment Proposal.

The Board is soliciting your proxy, and we will bear the cost of the solicitation of proxies.

We have retained MacKenzie Partners, Inc., a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $20,000 plus expenses. We will also indemnify the proxy solicitor against losses arising out of its provisions of these services on our behalf. In addition, we may reimburse banks, brokers and other nominees representing beneficial owners of Company Shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

We currently anticipate that the Merger will be consummated in the fourth quarter of 2023, assuming satisfaction or waiver of all of the conditions to the Merger. However, the Merger is subject to various conditions, and it is possible, including as a result of factors outside the control of NextGen and Parent, that the Merger will be consummated at a later time or not at all.

If the Merger is consummated, persons who do not wish to accept the Merger Consideration are entitled to seek appraisal of their Company Shares under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your Company Shares as determined by the Delaware Court of Chancery may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 62.

Persons who exercise appraisal rights under Section 262 will not receive the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their Company Shares following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their Company Shares determined under Section 262 could be more than, the same as or less than the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with

all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A holder of record of Company Shares and a beneficial owner who (i) continuously holds or beneficially owns, as applicable, such Company Shares through the Effective Time, (ii) has not consented to the Merger in writing or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such Company Shares and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the Company Shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by NextGen and to be set forth on the Chancery List (as defined in the section entitled “The Merger—Appraisal Rights” beginning on page 63 of this proxy statement), will be entitled to receive the fair value of his, her or its Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. For more information, please see the section entitled “The Merger—Appraisal Rights” beginning on page 63 of this proxy statement.

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. Each stockholder in the household will continue to receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses.

We will promptly deliver a separate copy of our proxy statement to any stockholder without charge upon a written request or verbal request to NextGen Healthcare, Inc., Attention: Corporate Secretary, email: secretary@nextgen.com. Stockholders sharing an address that are receiving multiple copies of this proxy statement can request delivery of a single copy of the proxy materials by contacting their broker, bank or other intermediary or sending a written request to NextGen Healthcare, Inc. at the address above.

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor or us:

If your broker, bank or other nominee holds your Company Shares, you should also call your broker, bank or other nominee for additional information.

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, contain “forward-looking statements” that do not directly or exclusively relate to historical facts. Forward-looking statements can usually be identified by the use of terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “project,” “may,” “might,” “opinion,” “plan,” “possible,” “potential,” “should,” “will,” “would” and similar words or expressions. Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and may involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement, and the following factors:

Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward-looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, NextGen or its businesses or operations. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements. The foregoing review of risks and uncertainties that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the risk factors included in NextGen’s most recent Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, factors and matters described or incorporated by reference in this proxy statement and other reports filed with the SEC.

Any forward-looking statement made in this proxy statement speaks only as of the date on which it is made. NextGen can give no assurance that the conditions to the Merger will be satisfied. You should not put undue reliance on any forward-looking statements. NextGen undertakes no obligation, and expressly disclaims any obligation, to update, alter or otherwise revise any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as may be required by law. If NextGen does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.

This discussion of the Merger does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated by reference into this proxy statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

If the Merger Agreement is adopted by NextGen stockholders and the other conditions to the closing of the Merger are either satisfied or waived, Merger Sub will be merged with and into NextGen, with NextGen continuing as the surviving corporation and a wholly owned subsidiary of Parent.

At the Effective Time, each Company Share issued and outstanding immediately prior to the Effective Time (other than Canceled Company Shares, Excluded Shares and Dissenting Company Shares) will be canceled and extinguished and automatically converted into the right to receive the Merger Consideration.

The Company Shares are listed and trade on Nasdaq under the symbol “NXGN.” As a result of the Merger, NextGen will cease to be a publicly traded company and will become a wholly owned subsidiary of Parent. Prior to the Effective Time, we will reasonably cooperate with Parent to delist the Company Shares from Nasdaq and deregister the Company Shares under the Exchange Act, provided that such delisting and termination will not be effective until after the Effective Time. Upon such delisting and deregistration, we will no longer be a publicly traded company and will no longer be required to file periodic reports with the SEC, in each case in accordance with applicable law, rules and regulations. If the Merger is consummated, you will not own any shares of the capital stock of the surviving corporation or Parent.

If the Merger Agreement is not adopted by the holders of a majority of the issued and outstanding Company Shares entitled to vote thereon as of the Record Date or if the Merger is not consummated for any other reason, NextGen stockholders will not receive any payment for their Company Shares pursuant to the Merger Agreement. Instead, NextGen will remain a public company, the Company Shares will continue to be listed and traded on Nasdaq and registered under the Exchange Act, and we will continue to file periodic reports with the SEC.

Furthermore, if the Merger is not consummated, depending on the circumstances that caused the Merger not to be consummated, the price of the Company Shares may decline significantly. If that were to occur, it is uncertain when, if ever, the price of the Company Shares would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your Company Shares. If the Merger is not consummated, the Board will continue to evaluate and review our business operations, assets, operating results, financial condition, prospects and business strategy, among other things, and make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the Merger Agreement is not adopted by the holders of a majority of the issued and outstanding Company Shares entitled to vote thereon as of the Record Date or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to NextGen will be offered or that our business, prospects or results of operations will not be adversely impacted.

In addition, upon termination of the Merger Agreement, under specified circumstances, NextGen may be required to pay Parent a termination fee, and under other specified circumstances, Parent may be required to pay NextGen a termination fee, in each case, as further described under “The Merger Agreement—Termination Fee; Certain Expenses” beginning on page 90 of this proxy statement.

In the Merger, each Company Share issued and outstanding immediately prior to the Effective Time (other than as described herein) will be canceled and extinguished and automatically converted into the right to receive the Merger Consideration.

Each Company Share issued and outstanding immediately prior to the Effective Time that is held by Parent, Merger Sub or NextGen, or by any direct or indirect wholly owned subsidiary of NextGen, Parent, or Merger Sub shall be canceled and extinguished without any consideration paid therefor at the Effective Time.

“Dissenting Company Shares” refers to each Company Share issued and outstanding and held by a stockholder of NextGen as of immediately prior to the Effective Time who is entitled to demand and who has properly and validly demanded his, her or its statutory rights of appraisal in respect of such Dissenting Company Share in compliance in all respects with Section 262 of the DGCL. Dissenting Company Shares shall not be converted into, or represent the right to receive the Merger Consideration. Please see “The Merger—Appraisal Rights” beginning on page 63 of this proxy statement for more information.

Each option to purchase Company Shares with an exercise price per share less than the Merger Consideration that is unexpired and unexercised as of immediately prior to the Effective Time, will, automatically and without any action on the part of NextGen, Parent or the holder thereof, be cancelled and converted into the right to receive the Option Consideration, less any applicable withholding taxes.

Each issued and outstanding Company Share subject to DSU awards as of immediately prior to the Effective Time will, by virtue of the Merger, automatically and without any action on the part of NextGen, Parent or the holder thereof, be cancelled and converted into the right to receive DSU Consideration, less any applicable withholding taxes.

Each issued and outstanding Company Share subject to Vested RSAs as of immediately prior to the Effective Time will, automatically and without any action on the part of NextGen, Parent or the holder thereof, be cancelled and converted into the right to receive the Vested Restricted Stock Consideration, less any applicable withholding taxes.

Each issued and outstanding Company Share subject to Unvested RSAs will, as of immediately prior to the Effective Time, automatically and without any action on the part of NextGen, Parent or the holder thereof, be cancelled and converted into the right to receive the Unvested Restricted Stock Cash Amount, with the payment of such cash contingent on the holder’s continued service with Parent and its Affiliates, and vesting in accordance with the schedule the Unvested RSA from which such Unvested Restricted Stock Consideration was converted would have vested and been payable pursuant to its terms, and shall otherwise remain subject to the same terms and conditions as were applicable to the underlying Unvested RSA immediately prior to the Merger.

Each PSU award as of immediately prior to the Effective Time will, by virtue of the Merger, automatically and without any action on the part of NextGen, Parent or the holder thereof, be cancelled and converted into the right to receive the PSU Consideration, less any applicable withholding taxes.

After the Merger is consummated, under the terms of the Merger Agreement, you will have the right to receive the Merger Consideration, but you will no longer have any rights as a NextGen stockholder as a result of the Merger (except that any holder of Dissenting Company Shares will have those rights granted under Section 262), nor will you be entitled to receive any shares in Parent or the surviving corporation.

Each of the paying agent, the surviving corporation, Merger Sub, and Parent will be entitled to deduct and withhold from any amounts payable pursuant to the Merger Agreement such amounts as are required to be deducted and withheld therefrom under applicable tax laws. If the paying agent, the surviving corporation, Merger Sub, or Parent, as the case may be, so deducts and withholds amounts and timely and properly remits such amounts to the applicable governmental authority, such amounts shall be treated for all purposes under the Merger Agreement as having been paid to the person to whom such amounts would otherwise have been paid.

The Board, together with the management team of NextGen, periodically and in the ordinary course evaluate and consider a variety of financial and strategic opportunities as part of NextGen’s long-term strategies to enhance value for its stockholders, including potential acquisitions, divestitures, business combinations, capital raising activities and other financial and strategic alternatives. As part of this process, the Board and NextGen’s management have regularly considered alternatives that could complement, enhance or expand NextGen’s business or that might otherwise offer potential growth opportunities for NextGen and/or access to additional capital, including remaining a standalone entity, potential acquisitions of other businesses and assets, dispositions of one or more of NextGen’s businesses and/or assets, joint ventures, share repurchases and other transactions. In

addition, NextGen regularly has had discussions with its significant investors regarding publicly available information related to NextGen, including in connection with its earnings releases and other significant events, in each case in the ordinary course.

Prior to March 2023, representatives of NextGen’s management had, from time to time, met with representatives of Thoma Bravo at industry conferences, to make introductions and participate in high-level discussions regarding NextGen’s business. No details of any potential transaction between NextGen or Thoma Bravo were discussed at these meetings.

In March 2023, a representative of Thoma Bravo contacted David Sides, NextGen’s President and Chief Executive Officer, to express Thoma Bravo’s interest in NextGen, and expressed interest in meeting with Mr. Sides to explore potential partnership opportunities between NextGen and Thoma Bravo.

On April 28 2023, Mr. Sides met telephonically with a representative of Thoma Bravo, who expressed Thoma Bravo’s continued interest in NextGen, and indicated that Thoma Bravo may be interested in pursuing a strategic transaction with NextGen. Following these discussions, Mr. Sides informed members of the Board, and, with the members’ support, representatives of NextGen engaged in discussions with representatives of Thoma Bravo related to publicly available information to enable Thoma Bravo to further assess its potential interest in engaging in a strategic transaction with the Company, and no non-public information was shared during these discussions.

On May 16, 2023, the Board held a meeting attended by NextGen’s management. During the meeting, Mr. Sides reported on his interactions with representatives of Thoma Bravo, including his conversations over the past several weeks, and their expressed potential interest in exploring a strategic transaction with NextGen. Following discussions, the Board expressed support for NextGen’s management to continue engaging in discussions with Thoma Bravo. The Board also formed a transaction committee (the “Transaction Committee”) of the Board, which was comprised of four members of the Board, including Craig Barbarosh, George Bristol, Julie Klapstein, and Jeff Margolis serving as the initial chairperson, to assist the Board in evaluating its strategic alternatives, including its interactions with Thoma Bravo, which was formed for convenience and efficiency, and not to address any potential conflicts of interest.

On June 6, 2023, members of NextGen management received a written non-binding indication of interest from Thoma Bravo to acquire all outstanding Company Shares at a range of $20.80 to $22.50 per share in cash (the “June 6 Offer”). The June 6 Offer was subject to due diligence and other terms and conditions. On that date, the closing price of the Company Shares was $16.07 per share. The June 6 Offer was promptly shared with the Board.

On June 9, 2023, the Transaction Committee held a meeting attended by NextGen’s management to discuss the June 6 Offer. Mr. Sides discussed with the Transaction Committee a summary of his interactions with representatives of Thoma Bravo to date, and the June 6 Offer, including management’s initial perspectives thereon. The Transaction Committee discussed with management and its advisors the relative merits of the June 6 Offer and NextGen’s potential strategic alternatives, including its prospects as a stand-alone company, as well as the potential responses available to NextGen. Following these discussions, the Transaction Committee instructed management to inform Thoma Bravo that NextGen was not prepared to authorize proceeding with further discussions regarding a possible strategic transaction with Thoma Bravo at the price range contemplated by the June 6 Offer.

On June 12, 2023, Mr. Sides informed representatives of Thoma Bravo that NextGen was not prepared to authorize proceeding with further discussions regarding a possible strategic transaction with Thoma Bravo at the price range contemplated by the June 6 Offer.

On June 14, 2023, following additional review of publicly available information, Thoma Bravo submitted a revised written non-binding indication of interest to acquire all outstanding Company Shares at a range of $22.00 to $23.50 per share in cash (the “June 14 Offer”).The June 14 Offer was subject to due diligence and other terms and conditions. On that date, the closing price of the Company Shares was $16.10 per share.

On June 19, 2023, the Transaction Committee held a meeting attended by NextGen’s management and representatives of Latham & Watkins, LLP (“Latham”), legal advisor to NextGen, and representatives of Morgan Stanley. At the meeting, Mr. Sides discussed with the Transaction Committee the terms of the June 14 Offer, including management’s perspectives thereon. Representatives of Latham provided the Transaction Committee

with an overview of a potential sale process and reminded the Transaction Committee of the Board’s requirements with respect to receiving offers, including disclosure requirements, and the possibilities associated with a transaction not being consummated. Representatives of Morgan Stanley then discussed with the Transaction Committee the terms of the June 14 Offer, and presented information on NextGen’s stock price, certain comparative financial data, current market conditions and certain precedent transactions. Representatives of Morgan Stanley also discussed with the Transaction Committee a summary of its relationships with Thoma Bravo, and the Transaction Committee determined that these relationships were not material and would not affect Morgan Stanley’s ability to represent and advise NextGen and the Transaction Committee. The Transaction Committee discussed with management and its advisors the relative merits of the June 14 Offer compared against NextGen’s potential strategic alternatives, including its prospects as a stand-alone company, as well as the potential responses available to NextGen, including potentially initiating a strategic review process to solicit competing offers in order to maximize stockholder value. The Transaction Committee discussed the benefits and risks relating to soliciting competing offers, and of running a formalized strategic review process. The Transaction Committee then discussed the potential scope of outreach to third parties in such a strategic review process, including the relative advantages and disadvantages of a broad outreach process compared to a more targeted outreach process, the parties most likely to participate in a strategic process related to NextGen and the relative advantages and disadvantages of each party in terms of various measures of actionability and execution risk, and the likely timing of such a process. As part of these discussions, management, following consultation with its advisors, provided a list of eight additional parties who had previously expressed interest in NextGen and whom management considered most likely to participate in a strategic process related to NextGen, comprised of large and mid-cap health technology companies and private equity firms. In considering these alternatives, the Transaction Committee noted the unsolicited nature of the June 14 Offer, the fact that the June 14 Offer was subject to Thoma Bravo’s due diligence and the status of Nextgen’s review of its strategic alternatives, including its prospects as a stand-alone company. Following these discussions, the Transaction Committee determined to recommend that the Board authorize management, with the assistance of its advisors, to initiate a strategic review process, including outreach to the eight parties identified by management. The Transaction Committee also determined to recommend that the Board authorize management to continue negotiations with Thoma Bravo, to recommend that the Board instruct management, with the assistance of NextGen’s advisors, to generate the best price and other deal terms reasonably obtainable for NextGen’s stockholders, and to seek to execute customary confidentiality agreements with interested parties and to begin preparing a virtual data room.

Later that day, the Board held a meeting attended by NextGen’s management and representatives of Latham and Morgan Stanley to discuss the June 14 Offer. Representatives of Morgan Stanley described the terms of the June 14 Offer, and presented information on NextGen’s stock price, certain comparative financial data, current market conditions and certain precedent transactions, and representatives from Latham provided the Board with an overview of its fiduciary duties in connection with the June 14 Offer and its evaluation of potential strategic alternatives. The Board then reviewed and discussed the same topics discussed by the Transaction Committee regarding the potential outreach process. The members of the Board were invited to disclose any relationships or other conflicts of interest with each of Thoma Bravo and the eight additional parties discussed. During these discussions one member of the Board expressed their relationship with one of the potential bidders identified by management. Such party ultimately declined to submit a proposal to NextGen in connection with a potential transaction. The Transaction Committee members also reported on the results of their meeting, and provided their recommendation to contact the parties discussed. Following these discussions, the Board instructed management, with the assistance of NextGen’s advisors, to initiate a strategic review process, including contacting the eight parties identified by management. The Board also instructed management to continue negotiations with Thoma Bravo, to seek to generate the best price and other deal terms reasonably obtainable for NextGen’s stockholders, and, with the assistance of NextGen’s advisors to seek to execute customary confidentiality agreements with interested parties and to begin preparing a virtual data room. The Board also discussed the updating of the stand-alone financial projections based on NextGen’s recently completed annual budget (the “Unaudited Prospective Financial Information”) and authorized management to prepare those projections and, once finalized, to share them with potential bidders that have signed confidentiality agreements with NextGen. The Board also discussed the engagement of Morgan Stanley as financial advisor for the Board with respect to the strategic review process, and, following those discussions, approved the engagement with Morgan Stanley for that process and instructed management to negotiate and finalize an engagement letter with Morgan Stanley related thereto. Morgan Stanley was selected because of (i) its familiarity with the Company, (ii) its reputation as an

internationally recognized investment banking firm and (iii)  its substantial experience in transactions similar to the potential strategic transaction indicated in the June 14 Offer. The Board also confirmed its engagement with Latham as its legal counsel for the strategic review process in light of its familiarity with NextGen, and its expertise in transactions of this nature.

In June 2023, in accordance with the Board’s instructions, representatives of Morgan Stanley contacted the eight parties identified by NextGen’s management and Thoma Bravo regarding their potential interest in participating in an auction process related to NextGen.

All nine potential bidders contacted by representatives of Morgan Stanley, negotiated and executed customary confidentiality agreements, including Thoma Bravo. Each such confidentiality agreement, other than one (as a result of such party’s unwillingness to agree to such a provision), contained customary standstill provisions (which standstill provisions did not prohibit the applicable bidders from privately requesting waivers of such provisions and which terminated upon the entry into the Merger Agreement). Following the execution of such confidentiality agreements, between June 24, 2023 and July 20, 2023, each of the nine parties attended management presentations with NextGen and financial due diligence questions, and all of the potential bidders participated in further due diligence thereafter. Except for Thoma Bravo and Party A (a private equity fund), none of these nine potential bidders made a proposal to NextGen regarding a strategic transaction.

On June 24, 2023, Thoma Bravo executed a confidentiality agreement that contained customary standstill provisions as described above, and, later that day, its representatives submitted a preliminary due diligence request list to NextGen.

Beginning in late July and through the end of August, Morgan Stanley received unsolicited inbound inquiries from 22 third parties, including Party B, Party C, Party D, and Party E, each a private equity fund, inquiring whether NextGen was in a strategic process. Morgan Stanley informed NextGen management of these inquiries. Representatives of Morgan Stanley, at the direction of NextGen management, did not confirm or deny whether NextGen was in a strategic process, but encouraged any interested party to submit an offer based on publicly available information, and stated that NextGen would evaluate any offer and consider whether to engage further. Other than Party B, Party C, Party D, and Party E, each as described below, none of the third parties who made inbound inquiries submitted a proposal or had further communications with NextGen or its representatives.

On August 3, 2023 and August 4, 2023, representatives of Morgan Stanley, in accordance with instructions from the Board, verbally instructed representatives of all potential bidders that were participating in the process to submit their respective preliminary proposals by the August 11, 2023.

Between August 7 and August 16, 2023, NextGen received the following preliminary indications of interest:

On August 16, 2023, the Transaction Committee held a meeting attended by members of NextGen management and representatives of Latham and Morgan Stanley, during which the Committee discussed with management and its advisors the terms of the various offers received to date (including the fact that all of the offers were preliminary in nature and remained subject to commercial and legal due diligence), the due diligence efforts of each party to date, and perspectives on the backgrounds of each of the bidders. Representatives of Morgan Stanley provided feedback from the parties who declined to continue to participate in the process, and provided an update with respect to the parties who remained interested in participating in the auction process but had either not yet submitted an offer or signed a confidentiality agreement. As part of these discussions, management and representatives of Morgan Stanley noted that, while they had engaged in several process calls, due diligence calls and management presentations with potential bidders during the prior two weeks, only Thoma Bravo had maintained consistent activity with NextGen and continued to follow up with substantive supplemental diligence requests during that period. The Transaction Committee also discussed with NextGen management and its advisors the number of unsolicited inquiries, and speculated as to the cause for those inquiries. NextGen management and representatives from Morgan Stanley confirmed that most of the parties who initially contacted NextGen on an unsolicited basis had not followed up with any additional communications, and the Transaction Committee expressed continued support for management’s recommended strategy to encourage any such party to submit an offer based on publicly available information. The Transaction Committee then discussed with management and NextGen’s advisors potential next steps, including potential timing for soliciting an updated round of offers, which parties should be invited to continue in the process (noting, in particular, the relative price ranges, progress and relative likelihood of consummating the transaction), and the importance of encouraging the remaining bidders other than Thoma Bravo to complete their due diligence promptly to maximize the opportunities for other current and potential bidders to participate given the extent of due diligence completed by Thoma Bravo. Following these discussions, the Transaction Committee instructed management and NextGen’s advisors to continue to actively encourage all current and potential bidders to engage in due diligence and submit updated or initial proposals, if not yet submitted, to the Board for its evaluation. The Transaction Committee also provided feedback that the offers from Party A and Party B did not appear to be competitive relative to others received to date, and so authorized management and its advisors to focus on other bidders and to indicate to Party A and Party B that NextGen was not prepared to proceed with either party on the terms proposed. In addition, the Transaction Committee instructed management and NextGen’s advisors to emphasize to the bidders other than Thoma Bravo the importance of moving quickly and to encourage such bidders to engage in further due diligence.

Following the Transaction Committee meeting, members of NextGen management and representatives of Morgan Stanley contacted the various current and potential bidders to communicate the target timing and messaging from the Transaction Committee.

On August 18, 2023, Party C and Party D both negotiated and executed confidentiality agreements. Each such confidentiality agreement contained customary standstill provisions (which standstill provisions did not prohibit the applicable bidders from privately requesting waivers of such provisions and which terminated upon the entry into the Merger Agreement). Following the execution of such confidentiality agreements, both of the potential bidders were provided access to the virtual data room.

Later that day, on August 18, 2023, representatives of Party C participated in a management presentation with the management of NextGen, and, on August 23, 2023, participated in a preliminary financial due diligence call with NexGen. In addition, on August 21, 2023, Party D participated in a management presentation with the management of NextGen, and, on August 25, 2023, participated in a preliminary financial due diligence call with NexGen. Other than these meetings and calls, none of the bidders, other than Thoma Bravo and Party D, requested due diligence calls with NextGen between August 16, 2023 and the signing of the Merger Agreement.

Also on August 18, 2023, Party E contacted a representative of Morgan Stanley to indicate its potential interest in submitting a proposal to acquire all of the outstanding Common Shares of NextGen. The representative of Morgan Stanley encouraged Party E to submit a proposal based on publicly available information as soon as practicable, and stated that any proposals would be communicated to the Board.

On August 20, 2023, representatives of Goodwin Procter LLP (“Goodwin”), legal advisor to Thoma Bravo, provided representatives of Morgan Stanley with an initial list of due diligence requests, along with the request

to schedule an introductory meeting with Latham to discuss key due diligence items. Between August 20, 2023 and the signing of the Merger Agreement, representatives of Thoma Bravo and its advisors engaged in extensive due diligence, including participating in several telephonic due diligence calls and submitting multiple rounds of supplemental due diligence requests.

On August 21, 2023, representatives of Goodwin and Latham had an introductory call regarding the transaction, including regarding anticipated timing of an auction draft of the Merger Agreement, and to discuss preliminary due diligence inquiries, including the potential antitrust approvals applicable to the proposed transaction.

On August 23, 2023, the media released a news article speculating that NextGen was contemplating a potential sale transaction. On August 22, 2023, the closing price of the Company Shares was $16.36 per share, and on August 23, 2023, the closing price of the Company Shares was $17.24 per share.

Following this media publication, representatives of Morgan Stanley received three inbound calls from additional potential bidders indicating their potential interest in submitting a proposal to acquire NextGen. Representatives of Morgan Stanley, at the direction of the Board, did not confirm or deny whether NextGen was in a strategic process, but encouraged any interested party to submit an offer based on publicly available information, and stated that NextGen would evaluate any offer and consider whether to engage further. None of the three parties ultimately submitted a proposal or engaged in further discussions with NextGen or its advisors.

On August 25, 2023, Party A contacted representatives of Morgan Stanley to re-emphasize its interest in a potential transaction with NextGen and informed representatives of Morgan Stanley that it had confirmed engagement, in accordance with the terms of its confidentiality agreement with NextGen, of various partners and lenders that Party A intended on involving in the transactions. Party A did not indicate a willingness to increase its previously proposed price during these discussions. The Board ultimately concluded that Party A’s offer was not sufficient in light of other offers received, including Thoma Bravo’s offer, and re-affirmed its decision not to move forward with Party A in a potential transaction.

On August 28, 2023 through August 29, 2023, representatives of NextGen and representatives of Thoma Bravo met in person to discuss NextGen’s business and certain due diligence matters.

On August 29, 2023, an auction draft of the Merger Agreement was posted by Morgan Stanley to the virtual data room.

On August 30, 2023, Party E submitted to NextGen an indication of interest to acquire all outstanding Company Shares at a range of $20.00 to $22.00 per share in cash. Party E’s offer was made based on its review of public market information only.

On August 31, 2023, representatives of Goodwin contacted representatives of Latham to discuss Thoma Bravo’s key issues in the initial draft of the Merger Agreement, including, among other things, (i) removing a reverse termination fee in connection with the potential failure to obtain required regulatory approvals or a permanent injunction, (ii) setting NextGen’s termination fee at 4.0% of the equity value of the potential transaction, (iii) eliminating an antitrust “clear skies provision” for certain affiliates, and (iv) including a monetary damages cap. Representatives of Goodwin also confirmed that Thoma Bravo was prepared to fund the proposed transaction exclusively with equity financing.

On September 1, 2023, Thoma Bravo submitted to NextGen a written, non-binding offer (the “First September 1 Offer”), at an offer price of $22.00 per share (the “First Offer Price”), which was followed up that same day with a call that included representatives from Thoma Bravo, representatives from NextGen and representatives from Morgan Stanley. In the First September 1 Offer, Thoma Bravo indicated that its offer was predicated on entering into definitive transaction documents no later than September 5, 2023, and stated that the offer would expire on Saturday, September 2, 2023.

On that same day, representatives of Goodwin provided a revised draft of the Merger Agreement, which reflected among other things, (1) a more limited “clear skies” provision, (2) a Company termination fee of 4.0% of the fully diluted equity value of NextGen based on the merger consideration, (3) the full back-stop of the merger consideration by equity from Thoma Bravo’s equity funds and (4) the elimination of the reverse termination fee and the insertion of a monetary damages cap of 5.0% of the fully diluted equity value of NextGen based on the merger consideration.

Also on September 1, 2023, representatives of Goodwin provided initial drafts of an Equity Commitment Letter and Limited Guaranty to representatives.

Later that day, the Board held a meeting, with representatives of Morgan Stanley and Latham and members of management present, during which the First September 1 Offer from Thoma Bravo was discussed. The representatives of Morgan Stanley provided preliminary financial views with respect to the First September 1 Offer, and discussed with the Board deal process considerations. A representative of Latham also reviewed with the Board the Board’s fiduciary duties and legal obligations to NextGen and its stockholders in considering a potential sale of NextGen, and provided a summary of the terms and key issues contained in the draft Merger Agreement. The Board then discussed with management and its advisors Thoma Bravo’s stated deadline for signing definitive agreements, including comparing the First Offer Price to the other available offers, the status of discussions with other potential bidders (including the lack of any progress or momentum in due diligence or discussions with the remaining bidders, and the fact that Party E only submitted its preliminary offer two days earlier), the key issues that remained open on the Merger Agreement draft, the impacts of potentially accelerating the negotiating process for Thoma Bravo as requested by Thoma Bravo, and the proposed responses thereto. The Board ultimately concluded that Thoma Bravo’s progress with respect to due diligence and the actionability of their offer had substantially exceeded that of all other bidders to date. After these discussions, the Board directed NextGen’s management and its advisors to respond to Thoma Bravo that NextGen would not be willing to accelerate negotiations with Thoma Bravo on the basis of the First September 1 Offer, and seek to solicit improved terms.

Promptly following the meeting and in accordance with the Board’s instructions, representatives of Morgan Stanley contacted representatives of Thoma Bravo to inform Thoma Bravo that NextGen would not be willing to accelerate its negotiations with Thoma Bravo to align with their requested timeline on the basis of the First September 1 Offer without improved terms.

Later in the evening on September 1, 2023, Thoma Bravo submitted to NextGen a revised written, non-binding offer, which increased its proposed offer price to $23.00 per share (the “Second September 1 Offer”). On September 1, 2023 the closing price of the Company Shares was $19.33 per share.

On September 2, 2023, the Board held a meeting, with representatives of Morgan Stanley and Latham and members of management present, during which the Board discussed with its management the Second September 1 Offer, including comparing it to the other available offers, the status of discussions with other potential bidders (reiterating the lack of progress made by other bidders, and the anticipated timing for any of those bidders to be in a position to update or finalize their offers, if they chose to do so), the key issues that remained open on the Merger Agreement draft, the impacts of potentially accelerating the negotiating process for Thoma Bravo, and the proposed responses thereto. The Board also discussed with management and its advisors Thoma Bravo’s position as a potential buyer, including its availability of capital, experience in consummating public and private acquisitions, and its existing portfolio, including the potential antitrust risk related thereto. The Board noted, in particular, that while there were still open issues in the Merger Agreement and the proposed timing contemplated signing in the near-term, the price reflected in the Second September 1 Offer was at the higher end of any range of proposed offers available at that time, and that, as Thoma Bravo had not requested exclusivity, NextGen would have the opportunity to negotiate with Thoma Bravo to evaluate its final terms, while preserving the option of negotiating with other bidders. Following these discussions, the Board instructed NextGen’s management and its advisors to engage in negotiations with Thoma Bravo to seek to improve the terms of its proposal, with an emphasis on improving price, increasing deal certainty, and reducing the termination fee payable by NextGen in the event that NextGen were to terminate a transaction with Thoma Bravo in favor of a superior proposal.

Following this meeting, and though September 5, 2023, the representatives of Latham and the representatives of Goodwin negotiated the terms of the Merger Agreement, Equity Commitment Letter and Limited Guaranty. As a result of these negotiations, among other things, Thoma Bravo agreed to (a) reduce the size of the NextGen termination fee from 4.0% to 2.5% of the equity value of the potential transaction, (b) include a reverse termination fee of 6.0% of the equity value of the potential transaction that would be payable by Thoma Bravo upon a failure to close the transaction when required by the Merger Agreement and (c) improve deal certainty with respect to Thoma Bravo’s antitrust obligations.

During this time, representatives of Thoma Bravo and NextGen and their respective advisors participated in continued due diligence including with respect to financial matters, NextGen’s capitalization, and other legal and operational matters, and negotiations with respect to the remaining open issues. On September 4, 2023, as a result of such due diligence and continued negotiations, Thoma Bravo verbally increased its proposed offer price to $23.55 per share, and then, subsequently on September 5, to $23.95 per share, at which point Thoma Bravo indicated that it would not be willing to further increase its proposed purchase price. On September 1, 2023, the last prior trading day, the closing price of the Company Shares was $19.33 per share.

In the afternoon on September 4, 2023, the Board held a meeting, with representatives of Morgan Stanley and Latham and members of management present. At this meeting, representatives of Latham discussed with the Board its fiduciary duties in connection with Thoma Bravo’s proposal and the strategic review process. Representatives of Latham also provided the Board with a summary of the key terms of the transaction documents, including the few remaining open points related thereto. Representatives of Morgan Stanley then reviewed with the Board Morgan Stanley’s preliminary financial analyses of Thoma Bravo’s latest proposal, including the valuation methodologies utilized and the value ranges produced under such valuation methodologies. Representatives of Morgan Stanley also provided the Board with an update with respect to the other current and potential bidders, and confirmed that there had been limited progress with other bidders. The Board and its advisors also discussed the terms of Thoma Bravo’s latest proposal compared to NextGen’s strategic alternatives, including, among other topics, the fact that the revised price was at the top of the range of any proposal received to date (all the rest of which were subject to extensive due diligence and other conditionality), the fact that no other bidders had engaged in substantive due diligence to date, Thoma Bravo’s experience and reputation, the deal certainty represented by the proposed terms, and the progress made on the terms of the Merger Agreement, including the reduced termination fee payable in the event that NextGen were to enter into a superior proposal. Both management and representatives of Morgan Stanley confirmed that no bidder had indicated that they expected to submit a proposal at a price in excess of Thoma Bravo’s latest proposal, and did not expect to receive any such proposal from any of the current or potential bidders based on the information available. The Board also discussed with management and its advisors the amount of time it would take any other bidder to be in a position to consummate a transaction (if any). Following discussions, the Board instructed management and its advisors to finalize the terms of the transaction documents so that the Board would be in a position to consider Thoma Bravo’s finalized proposal at the next Board meeting.

On September 5, 2023, representatives of Goodwin and Latham negotiated the remaining open issues in the Merger Agreement and the remaining transaction documents, and, following the resolution of those issues, finalized the drafts.

That same day, the media published a rumor that the announcement of a transaction between NextGen and Thoma Bravo would be announced in the near term. On that date, the closing price of the Company Shares was $20.55 per share, compared to $19.33 per share on September 1, 2023, the preceding trading day.

In the afternoon of September 5, 2023, the Board held a meeting, with representatives of Morgan Stanley and Latham and members of management present. At this meeting, management and representatives of Latham reviewed with the Board the outcome of the negotiations on the few remaining open terms in the Merger Agreement and the other transaction documents. Mr. Sides and representatives from Morgan Stanley also confirmed that there were no updates regarding any other bidder since the last Board meeting. Morgan Stanley reviewed with the Board Morgan Stanley’s financial analyses of the merger consideration, and rendered to the Board an oral opinion, which was subsequently confirmed by delivery of a written opinion dated September 5, 2023, that, as of such date and based upon and subject to the various qualifications, assumptions and limitations set forth therein, the consideration to be received by the holders of Company Shares (other than holders of the Excluded Shares) in the Merger was fair, from a financial point of view, to such holders. For more information about the opinions of Morgan Stanley, see below under the captions “The Merger—Opinion of Morgan Stanley & Co. LLC.” Representatives of Morgan Stanley also provided the Board with an updated conflicts disclosure with respect to its relationships with Thoma Bravo, which were consistent with the disclosures previously provided, Mr. Sides also informed the Board that, based upon, among other things, their views of NextGen’s prospects on a standalone basis, its consideration of all the strategic alternatives available to the Company, including the terms and status of the other current and potential bidders, the benefits and risks related to the proposed transaction, and the information and advice provided by Morgan Stanley and Latham, it was management’s recommendation that the Board approve the transaction as proposed by Thoma Bravo upon the terms contemplated by the Merger

Agreement and the documents related thereto. The Board then discussed the various reasons to approve or not approve the Merger. For a detailed description of the various reasons considered by the board, please the section titled “The Merger—Recommendation of the Board and Reasons for the Merger.” Following that discussion, the Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to, and in the best interests of, NextGen and its stockholders, (ii) approved, adopted and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) resolved to recommend that NextGen’s stockholders vote in favor of the Merger Proposal.

Later during the evening on September 5, 2023, following the Board’s approval of the Merger Agreement, and transactions contemplated thereby, NextGen and Thoma Bravo executed and delivered the Merger Agreement. Thereafter, on September 6, 2023, before the opening of the markets in the U.S., NextGen issued a press release announcing the execution and delivery of the Merger Agreement.

The Board has unanimously: (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of NextGen and its stockholders, and declared it advisable for NextGen to enter into the Merger Agreement; (ii) approved and declared advisable the execution and delivery by NextGen of the Merger Agreement, the performance by NextGen of its covenants and agreements contained therein and the consummation of the Merger and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein; (iii) directed that the adoption of the Merger Agreement be submitted to a vote at a special meeting of the holders of Company Shares; and (iv) resolved, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the Merger Agreement be adopted by NextGen stockholders.

The Board unanimously recommends that NextGen stockholders vote “FOR” the Merger Proposal, “FOR” the Merger Compensation Proposal and “FOR” the Adjournment Proposal.

In evaluating the Merger Agreement and the transactions contemplated thereby, the Board consulted with members of NextGen’s senior management, representatives of NextGen’s legal advisor, Latham & Watkins LLP, and representatives of NextGen’s financial advisors, Morgan Stanley. In the course of reaching its determination and recommendation, the Board reviewed, evaluated and considered a significant amount of information and numerous factors and benefits, including those listed below (which are not listed in any relative order of importance), all of which the Board viewed as supporting its (i) determination that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of NextGen and its stockholders and its direction that NextGen enter into the Merger Agreement; (ii) approval and declaration that it is advisable for NextGen to execute and deliver the Merger Agreement; (iii) direction that the adoption of the Merger Agreement be submitted to a vote of NextGen’s stockholders at the Special Meeting; and (iv) resolution, subject to the terms and conditions set forth in the Merger Agreement, to recommend that the Merger Agreement be adopted by NextGen’s stockholders:

In the course of its deliberations, the Board, in consultation with members of NextGen’s senior management and representatives of NextGen’s outside financial and legal advisors, also considered a variety of uncertainties, risks and other potentially negative factors concerning the Merger Agreement and the transactions contemplated by the Merger Agreement, including, but not limited to, the following (which are not listed in any relative order of importance):

After considering the foregoing potentially negative factors, the Board concluded that the potential benefits of the Merger substantially outweighed the risks or potential negative consequences.

The foregoing discussion of the information and factors considered by the Board is intended to be illustrative and not exhaustive, but includes the material reasons and factors considered by the Board in reaching its conclusions and recommendation in relation to the Merger, the Merger Agreement and the transactions proposed thereby. In light of the variety of reasons and factors considered and the complexity of these matters, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons or factors considered in reaching their determinations and recommendations. The Board based its recommendation on the totality of the information presented, including thorough discussions with, and questioning of, members of our senior management and representatives of our outside financial advisors and legal counsel. Individual directors may have given differing weights to different factors or may have had different reasons for their ultimate determination. In addition, the Board did not reach any specific conclusion with respect to any of the factors or reasons considered. Instead, the Board conducted an overall analysis of the factors and reasons described above and determined in its business judgment that, in the aggregate, the potential benefits of the Merger to the stockholders of NextGen outweighed the risks or potential negative consequences. It should be noted that this explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 32 of this proxy statement.

NextGen retained Morgan Stanley to act as its financial advisor in connection with a potential sale of NextGen and to provide financial advice and assistance and, upon the request of NextGen, to render a financial opinion, in each case in connection therewith. NextGen selected Morgan Stanley to act as its financial advisor based on, among other things, Morgan Stanley’s qualifications, expertise and reputation and its knowledge of and

involvement in recent transactions in NextGen’s industry. On September 5, 2023, Morgan Stanley rendered its oral opinion, subsequently confirmed in writing, to the Board of Directors to the effect that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in Morgan Stanley’s written opinion, the Merger Consideration to be received by the holders of Company Shares (other than the Excluded Shares) was fair, from a financial point of view, to such holders.

The full text of the written opinion of Morgan Stanley delivered to the Board of Directors, dated September 5, 2023, is attached as Annex B and is incorporated by reference into this proxy statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. Stockholders of NextGen are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Board of Directors and addressed only the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Company Shares (other than the Excluded Shares). Morgan Stanley did not express any view on, and the opinion did not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into in connection therewith. Morgan Stanley’s opinion did not address the relative merits of the Merger as compared to any other alternatives available to NextGen, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or recommendation as to how the stockholders of NextGen should vote at the Special Meeting. The summary of Morgan Stanley’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Morgan Stanley’s opinion.

In connection with rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by NextGen and formed a substantial basis for its opinion. With respect to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of NextGen’s management of the future financial performance of NextGen. Morgan Stanley expressed no view as to such financial projections or the assumptions on which

they were based. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions material to Morgan Stanley’s analysis, including, among other things, that Parent will obtain financing in accordance with the terms set forth in the Commitment Letter, and that the Merger Agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley did not express any view on, and Morgan Stanley’s opinion did not address, any other aspect of the Merger Agreement or the transactions contemplated thereby or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into in connection therewith. Morgan Stanley assumed that, in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of NextGen and its legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley’s opinion does not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of NextGen’s officers, directors or employees, or any class of such persons, relative to the Merger Consideration to be received by the holders of Company Shares (other than the holders of the Excluded Shares) in the Merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of NextGen, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, September 5, 2023. Events occurring after September 5, 2023 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley has not assumed any obligation to update, revise or reaffirm its opinion.

The following is a brief summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter, dated as of September 5, 2023, to the Board of Directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and was directed by the Board of Directors to rely upon, among other matters, (1) certain financial projections provided by NextGen management and (2) Wall Street research analyst consensus estimates for NextGen (the “Street Consensus”). Such financial projections are more fully described below in the section of this proxy statement captioned “—Certain Unaudited Prospective Financial Information.” In accordance with direction from the Board of Directors, Morgan Stanley utilized the Projections and, for the public trading comparable analysis, the Street Consensus, in its financial analyses described below.

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for NextGen with comparable publicly available consensus equity analyst research estimates for companies, selected based on Morgan Stanley’s professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (these companies are referred to herein as the “comparable companies”).

For purposes of this analysis, Morgan Stanley analyzed the ratio of aggregate value to estimated adjusted EBITDA for calendar year 2024 using the Projections and Street Consensus for NextGen and using publicly available consensus equity analyst research estimates for comparison purposes with the comparable companies. For purposes of this analysis, Morgan Stanley defined “aggregate value” as a company’s fully diluted equity value plus total debt, less cash and cash equivalents, as applicable. Results of the analysis for the comparable companies is indicated in the following table:

Based on its analysis of the relevant metrics for each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected a representative range of aggregate value to estimated adjusted EBITDA multiples for calendar year 2024. Morgan Stanley then applied this range of multiples to the estimated adjusted EBITDA for NextGen for calendar year 2024 of $146.1 million based on the Projections and $143.0 million based on the Street Consensus.

Morgan Stanley then calculated NextGen’s equity value assuming net cash of $185.6 million based on NextGen’s cash as of June 30, 2023, adjusted for the pro-forma effect of NextGen’s $31.3 million settlement payment to the Department of Justice and $1.2 million in legal fees, as announced by NextGen in July 2023, and assuming debt of $278.9, based on the value of NextGen’s convertible debt and fair value of NextGen’s earnout obligations as set forth in NextGen’s June 30, 2023 financial statements.

Based on the fully diluted share count of Company Shares as provided by NextGen’s management, Morgan Stanley calculated the estimated implied equity value per Company Share, rounded to the nearest $0.25, as set forth below:

No company utilized in this analysis is identical to NextGen. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond NextGen’s control. These include, among other things, the impact of competition on NextGen’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of NextGen and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of fully diluted equity values per Company Share based on a discounted cash flow analysis to value NextGen as a standalone entity. Morgan Stanley utilized estimates from the Projections for purposes of its discounted cash flow analysis, as more fully described below.

Morgan Stanley first calculated the estimated unlevered free cash flow, which is defined as adjusted earnings before interest, taxes, depreciation and amortization (burdened by stock-based compensation), less capital expenditures, capitalized software and net cash cost of capitalized commissions, and adjusted for changes in net working capital. The Projections included estimates provided by NextGen’s management through 2024 and

estimates based on certain extrapolations prepared based on assumptions provided by NextGen’s management (which extrapolations were reviewed and approved for Morgan Stanley’s use by NextGen management) from 2025 through 2028. The free cash flows and terminal values were discounted to present values as of June 30, 2023, at a discount rate ranging from 8.9 percent to 10.6 percent, which discount rates were selected, upon the application of Morgan Stanley’s professional judgment and experience, to reflect an estimate of NextGen’s weighted average cost of capital estimated using the capital asset pricing model method and utilizing a 6 percent market risk premium, a risk-free rate of 4.2 percent based on the 10-year U.S. Treasury yield as of September 1, 2023, and a 1.04 beta. To calculate terminal values, Morgan Stanley utilized perpetual growth rates of 2.0 percent to 3.0 percent as part of its analyses, with such rates selected upon the application of Morgan Stanley’s professional judgment and experience. The resulting aggregate value was then adjusted for net debt and cash and cash equivalents. For purposes of the Discounted Cash Flow Analysis, Morgan Stanley calculated NextGen’s net debt, treating NextGen’s convertible note as debt of $278.9 – 304.0 million, based on the value of such note at implied prices per share within the multiple range set forth below, assumed to be repaid and discharged in full in cash following the Closing, and including the fair market value of NextGen’s earnout obligations as set forth in NextGen’s June 30, 2023 financial statements. Net cash was assumed to be $185.6 million based on NextGen’s cash as of June 30, 2023, adjusted for the pro-forma effect of NextGen’s $31.3 million settlement payment to the Department of Justice and $1.2 million in legal fees, as announced by NextGen in July 2023.

Based on the fully diluted share count of Company Shares as provided by NextGen’s management, Morgan Stanley calculated the estimated implied value per Company Shares, rounded to the nearest $0.25, as follows:

Morgan Stanley performed a precedent transactions multiples analysis, which is designed to imply a value of a company based on publicly available financial terms. Morgan Stanley compared publicly available statistics for selected public healthcare technology / technology-enabled transactions. Morgan Stanley selected such comparable transactions based on its professional judgment and experience, including because they shared certain characteristics with the Merger, most notably because they were similar technology transactions since 2017 greater than $1.0 billion in aggregate value. For such transactions, Morgan Stanley noted the multiple of aggregate value of the transaction to the last 12 months’ (“LTM”) adjusted EBITDA based on publicly available information at the time of announcement.

The following is a list of the selected transactions reviewed, together with the applicable multiples:

The median multiple was 15.4x and the mean multiple was 18.0x for the transactions listed above. Based on its analysis of the relevant metrics and time frame for each of the transactions listed above and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of the aggregate value to the estimated LTM adjusted EBITDA multiples of these selected transactions. Morgan Stanley then applied these ranges of multiples to NextGen’s adjusted EBITDA of $118.2 million for the twelve months ending June 30, 2023.

Morgan Stanley then calculated NextGen’s equity value assuming net cash of $185.6 million based on NextGen’s cash as of June 30, 2023, adjusted for the pro-forma effect of NextGen’s $31.3 million settlement

payment to the Department of Justice and $1.2 million in legal fees, as announced by NextGen in July 2023, and assuming debt of $278.9, based on the value of NextGen’s convertible debt and the fair value of NextGen’s earnout obligations, as set forth in NextGen’s June 30, 2023 financial statements.

Based on the fully diluted share count of Company Shares as provided by NextGen’s management, Morgan Stanley calculated the estimated implied equity value per share of Company Shares, rounded to the nearest $0.25, as set forth below:

No company or transaction utilized in the precedent transactions analysis is identical to NextGen or the Merger. In evaluating the precedent transactions, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond NextGen’s control. These include, among other things, the impact of competition on NextGen’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of NextGen and the industry, and in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and fully diluted equity value of the transactions to which they are being compared. The fact that points in the range of implied present value per share of NextGen derived from the valuation of precedent transactions were less than or greater than the $23.95 per share in cash to be received by holders of Company Shares (other than the holders of the Excluded Shares) is not necessarily dispositive in connection with Morgan Stanley’s analysis of the consideration for the Merger but is one of many factors Morgan Stanley considered. Mathematical analysis (such as determining the mean and median) is not in itself a meaningful method of using precedent transaction data.

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion but were noted as reference data for the Board of Directors, including the following information described under the sections of this proxy statement captioned “—Illustrative Leveraged Buyout Analysis,” “—Historical Trading Range” and “—Unaffected Broker Price Targets.”

For reference only, Morgan Stanley performed a hypothetical leveraged buyout analysis to determine the prices at which a financial sponsor might affect a leveraged buyout of NextGen. Morgan Stanley based its analysis on the Projections. Morgan Stanley assumed a transaction date of June 30, 2023, and a 4.76-year investment period ending March 31, 2028. Based on its professional judgment and experience, Morgan Stanley assumed (i) leverage of 6.0x LTM adjusted EBITDA, (ii) a target range of annualized internal rates of return for the financial sponsor of 17.5% to 22.5% and (iii) a range from 9.0x to 11.0x of LTM adjusted EBITDA exit multiples. Based on these calculations, this analysis indicated a range of implied equity value per Company Share, rounded to the nearest $0.25, of $17.50 to $22.75 per share.

For reference only, Morgan Stanley reviewed the historic trading range of Company Share for the 52-week period ending August 22, 2023, the day prior to news reports of a potential transaction involving NextGen, and noted a low and high per share intraday price of $15.23 and $21.99.

For reference only, Morgan Stanley reviewed and analyzed future public market trading price targets for Company Shares that were prepared and published by equity research analysts on or before September 1, 2023. These targets reflected each analyst’s estimate of the future public market trading price of Company Shares. The range of undiscounted analyst price targets was $16.00 to $25.00 per Company Share. Morgan Stanley discounted the range of analyst price targets by 12 months, at a discount rate of 10.4%, which rate was selected

by Morgan Stanley based on NextGen’s estimated cost of equity (estimated using the capital asset pricing model method and based on Morgan Stanley’s professional judgment and experience), to arrive at an implied range of fully diluted equity values for the Company Shares, rounded to the nearest $0.25, of $14.50 to $22.75 per share.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Company Shares, and these estimates are subject to uncertainties, including the future financial performance of NextGen and future financial market conditions.

In connection with the review of the Merger by the Board of Directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of NextGen. In performing its analyses, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond NextGen’s control. These include, among other things, the impact of competition on NextGen’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of NextGen and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of Company Shares (other than the holders of the Excluded Shares) in the Merger pursuant to the Merger Agreement and in connection with the delivery of its opinion dated as of September 5, 2023 to the Board of Directors. These analyses do not purport to be appraisals or to reflect the prices at which Company Shares might actually trade.

The Merger Consideration to be received by the holders of Company Shares (other than the holders of the Excluded Shares) in the Merger pursuant to the Merger Agreement was determined through arm’s-length negotiations between NextGen and Parent and was approved by the NextGen Board of Directors. Morgan Stanley provided advice to the Board of Directors during these negotiations but did not, however, recommend any specific consideration to NextGen or the Board of Directors, nor did Morgan Stanley opine that any specific consideration constituted the only appropriate consideration for the Merger. Morgan Stanley’s opinion did not address the relative merits of the Merger as compared to any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or a recommendation as to how NextGen’s stockholders should vote at the Special Meeting.

Morgan Stanley’s opinion and its presentation to the Board of Directors was one of many factors taken into consideration by the Board of Directors in deciding to approve the execution, delivery and performance by NextGen of the Merger Agreement and the Merger. Consequently, the analysis as described above should not be viewed as determinative of the opinion of the Board of Directors with respect to the Merger Consideration or of whether the Board of Directors would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

NextGen retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions,

finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of entities affiliated with Thoma Bravo, Parent, NextGen and their respective affiliates, or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument. In addition, Morgan Stanley, its affiliates, directors or officers, including individuals working with the Board of Directors in connection with the Merger, may have committed and may commit in the future to invest in private equity funds managed by Thoma Bravo or in affiliates of Morgan Stanley that may hold direct equity and/or partnership interests in private equity funds managed by Thoma Bravo or its affiliates.

Under the terms of its engagement letter, Morgan Stanley provided NextGen with financial advisory services and an opinion, described in this section and attached to this proxy statement as Annex B in connection with the Merger, and NextGen has agreed to pay Morgan Stanley an aggregate fee of approximately $29 million, approximately $5 million of which was earned following delivery of the opinion described in this section and attached to this proxy statement as Annex B and the remainder of which is contingent upon the consummation of the Merger. NextGen has also agreed to reimburse Morgan Stanley for its reasonable and documented out-of-pocket expenses, including fees of outside counsel and other professional advisors, actually incurred in connection with its engagement. In addition, NextGen has agreed to indemnify Morgan Stanley and its affiliates, its and their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain losses, claims, damages or liabilities and expenses related to, arising out of or in connection with Morgan Stanley’s engagement.

In the prior two years, Morgan Stanley has received aggregate fees of approximately $20 – 40 million for financial advisory and financing services provided to entities affiliated with Thoma Bravo. In addition Morgan Stanley or an affiliate thereof is a lender to certain portfolio companies of Thoma Bravo and acts as administrative agent with respect to credit facilities of certain portfolio companies of Thoma Bravo.

We do not, as a matter of course, make public projections as to our future financial performance, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates and the inherent difficulty of predicting financial performance for future periods. However, NextGen’s management regularly prepares and reviews with the Board estimates regarding the success and timing of the development of, regulatory filings and approvals for and the commercialization of our products and product candidates. In connection with our strategic planning process and the Board’s evaluation of the Merger, as described further in the section captioned “The Merger—Background of the Merger” beginning on page 35 of this proxy statement, NextGen’s management reviewed with the Board certain unaudited prospective financial information of NextGen as an independent company for the second, third and fourth quarters of fiscal year 2023 and the fiscal years 2024 through 2028, as prepared and used as described below (referred to as the “Unaudited Prospective Financial Information”).

The Unaudited Prospective Financial Information was prepared for internal use only and not for public disclosure and was provided to the Board for the purposes of considering, analyzing and evaluating the Merger. The Unaudited Prospective Financial Information was provided to, approved by NextGen for use by, and relied upon by, Morgan Stanley, NextGen’s financial advisor, for the purposes of Morgan Stanley’s financial analysis and fairness opinion in connection with the Merger (as described in more detail in the section captioned “The Merger—Opinion of Morgan Stanley & Co. LLC” beginning on page 47 of this proxy statement), and were the only financial projections with respect to the Company used by Morgan Stanley in performing such financial analyses. The Unaudited Prospective Financial Information was not provided to Thoma Bravo or any other prospective bidder. The Unaudited Prospective Financial Information includes estimates of NextGen’s financial performance on a risk-adjusted basis.

The Unaudited Prospective Financial Information was developed without giving effect to the Merger, including any impact of the negotiation or execution of the Merger Agreement or the Merger, the expenses that have already or may be incurred in connection with completing the Merger or any changes to NextGen’s operations or strategy that may be implemented during the pendency of or following the consummation of the Merger. The Unaudited Prospective Financial Information also does not consider the effect of any failure of the Merger to be completed and it should not be viewed as accurate or continuing in that context.

The Unaudited Prospective Financial Information was not prepared with a view toward public disclosure or complying with accounting principles generally accepted in the United States (which we refer to as “GAAP”). In addition, the accompanying Unaudited Prospective Financial Information was not prepared with a view toward complying with the guidelines established by the SEC or the American Institute of Certified Public Accountants with respect to prospective financial information. The Unaudited Prospective Financial Information included in this document has been prepared by, and is the responsibility of, the Company’s management. Our independent registered public accounting firm has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Unaudited Prospective Financial Information and accordingly, our independent registered public accounting firm does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference within this document relates to the Company's previously issued financial statements. It does not extend to the Unaudited Prospective Financial Information and should not be read to do so.

Because the Unaudited Prospective Financial Information reflects estimates and judgments, it is susceptible to sensitivities and assumptions, as well as multiple interpretations based on actual experience and business developments. The Unaudited Prospective Financial Information also covers multiple years, and such information by its nature becomes less predictive with each succeeding year. The Unaudited Prospective Financial Information is not, and should not be considered to be, a guarantee of future operating results. Further, the Unaudited Prospective Financial Information is not fact and should not be relied upon as being necessarily indicative of our future results.

Although the Unaudited Prospective Financial Information is presented with numerical specificity, it reflects numerous assumptions and estimates as to future events. The Unaudited Prospective Financial Information will be affected by, among other factors, our ability to achieve our goals for the development, regulatory approval and commercialization of our products and product candidates, including on the timeline assumed for purposes of the Unaudited Prospective Financial Information. The Unaudited Prospective Financial Information reflects assumptions and uncertainties that are subject to change. Important factors that may affect actual results and cause the Unaudited Prospective Financial Information not to be achieved are described in various risk factors described in the section captioned “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 32 of this proxy statement, and in our other filings with the SEC, including those listed under the section captioned “Where You Can Find More Information” beginning on page 102 of this proxy statement. All of these factors are difficult to predict, and many of them are outside of our control. As a result, there can be no assurance that the Unaudited Prospective Financial Information will be realized, and actual results may be materially better or worse than those contained in the Unaudited Prospective Financial Information, whether or not the Merger is consummated. The Unaudited Prospective Financial Information also reflects assumptions as to certain business decisions that are subject to change. The Unaudited Prospective Financial Information may differ from publicized analyst estimates and forecasts and does not consider any events or circumstances after the date that it was prepared, including the announcement of the entry into the Merger Agreement. The Unaudited Prospective Financial Information has not been updated or revised to reflect information or results after the date it was prepared or as of the date of this proxy statement. Except to the extent required by applicable federal securities laws, we do not intend to update or otherwise revise the Unaudited Prospective Financial Information to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events. NextGen has or may report results of operations for periods included in the Unaudited Prospective Financial Information that were or will be completed following the preparation of the Unaudited Prospective Financial Information. Stockholders and investors are urged to refer to NextGen’s periodic filings with the SEC for information on NextGen’s actual historical results.

Certain of the financial measures included in the Unaudited Prospective Financial Information, including Adjusted EBITDA, EBIT, NOPAT and Unlevered Free Cash Flow, are “non-GAAP financial measures.” These are financial performance measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures, and may be different from non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. In certain circumstances, including those applicable to the Unaudited Prospective Financial Information, financial measures included in forecasts provided to a financial advisor and a board of directors in connection with a business combination transaction are excluded from the definition of “non-GAAP financial measures” under applicable SEC rules and regulations. As a result, the Unaudited Prospective Financial

Information is not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. Reconciliations of non-GAAP financial measures were not provided to or relied upon by the Board or Morgan Stanley. Accordingly, no reconciliation of the financial measures included in the Unaudited Prospective Financial Information is provided in this proxy statement.

The Unaudited Prospective Financial Information constitutes forward-looking statements. By including the Unaudited Prospective Financial Information in this proxy statement, neither we nor any of our representatives has made or makes any representation to any person regarding our ultimate performance as compared to the information contained in the Unaudited Prospective Financial Information. The inclusion of the Unaudited Prospective Financial Information should not be regarded as an indication that the Board, NextGen or any other person considered, or now considers, the Unaudited Prospective Financial Information to be predictive of actual future results. Further, the inclusion of the Unaudited Prospective Financial Information in this proxy statement does not constitute an admission or representation by NextGen that the information presented is material. The Unaudited Prospective Financial Information is included in this proxy statement solely to give our stockholders access to the information that was provided to the Board and Morgan Stanley. The Unaudited Prospective Financial Information is not included in this proxy statement in order to influence any NextGen stockholder to make any investment decision with respect to the Merger, including whether or not to seek appraisal rights with respect to their shares.

Various judgments and assumptions were made when preparing the Unaudited Prospective Financial Information, including, among others, revised prospects for the Company’s business, changes in general business or economic conditions, certain accounting assumptions, timing of business investments, changes in actual or projected cash flows, competitive pressures and changes in tax or other laws or regulations, corporate general and administrative expenses generally, and or other transactions or events that have occurred or that may occur and that were not anticipated when the financial projections were prepared.

The following table presents estimates of NextGen’s revenue, adjusted EBITDA, EBIT, net operating profits after tax (“NOPAT”) and unlevered free cash flow, in each case, for the fiscal years 2024 through 2028, as reflected in the Unaudited Prospective Financial Information, as approved by NextGen management.

Members of the Board and NextGen’s executive officers may have various interests in the Merger that may be in addition to, or different from, the interests of NextGen stockholders generally. The members of the Board were aware of these potential interests and considered them at the time they approved the Merger Agreement and in making their recommendation that NextGen stockholders adopt the Merger Agreement. These potential interests are described below.

Each of our directors and executive officers hold outstanding NextGen equity awards. The NextGen equity awards held by our directors and executive officers immediately prior to the Effective Time will be treated in the

Merger in the same manner as NextGen equity awards held by employees generally. Effective as of immediately prior to the Effective Time, outstanding NextGen equity awards held by our directors and executive officers will be treated as follows:

The following tables set forth, for any current executive officer or non-employee director or executive officer or non-employee director who served at any time in such capacity since April 1, 2022, (i) the number and value of Company Shares subject to NextGen stock options, all of which are fully vested, (ii) the number and value of Company Shares subject to vested and unvested NextGen DSUs, (iii) the number and value of Company Shares subject to unvested NextGen PSUs that would accelerate at closing in accordance with the terms of the PSU awards, (iv) the number and value of NextGen Restricted Stock Awards, and (v) the total value of Company Shares subject to NextGen equity awards, in each case, held by such current or former director or executive officer as of October 4, 2023. All such amounts actually payable will be less any required withholding taxes and without interest. These amounts do not attempt to forecast any additional equity award grants, vesting, issuances or forfeitures that may occur prior to the Effective Time following the date of this proxy statement. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts to be received by the individuals identified in the table below may materially differ from the amounts set forth below.

Certain non-employee directors and executive officers hold Company Shares. For additional information, see the section entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page 99 of this proxy statement.

Mr. Sides has entered into an employment agreement with NextGen, pursuant to which he is entitled to severance benefits upon a qualifying termination of employment, including after a change in control (which will include the Merger). In addition, each of our other executive officers has entered into a change in control severance agreement with NextGen, pursuant to which the executive officer is entitled to severance benefits upon a qualifying termination of employment occurring in connection with a change in control (which will include the Merger).

NextGen previously entered into an employment agreement with Mr. Sides, which governs the terms of his employment with us as our President and Chief Executive Officer. In the event NextGen terminates Mr. Sides without “cause” or he resigns for “good reason” within the 2 months prior to or the 18 months following a change in control, subject to his execution and non-revocation of a release of claims and his continued compliance with post-termination obligations, Mr. Sides will be entitled to (i) an amount in cash equal to 1.5 times the sum of his annual base salary and target bonus, to be paid in substantially equal installments over the eighteen-month period following the termination date (unless such termination occurs during the eighteen months following a change in control, in which case such amount will be paid in a lump sum), (ii) a lump sum cash amount equal to his annual bonus for the year prior to the year in which the termination occurs, to the extent such amount is unpaid, (iii) a lump sum cash amount equal to a prorated portion of his target annual bonus for the year of termination, (iv) up to 18 months’ of Company-paid continuation health benefits and (iv) accelerated vesting of any unvested time-based equity awards.

For purposes of Mr. Sides’ employment agreement, “cause” means his (i) continued failure to substantially perform his duties after receiving written notification from the Board that he is failing to substantially perform his duties, (ii) intentional failure to substantially follow and comply with the specific, reasonable, and lawful directives of the Board, (iii) commission of fraud or dishonesty directly resulting in actual or material economic,

financial, or reputational injury to NextGen, (iv) willful engagement in illegal conduct, gross misconduct, or an act of moral turpitude involving material economic, financial or reputational injury to NextGen; (v) material violation of any material written policy, guideline, code, handbook or similar document governing the conduct of directors, officers, or employees resulting in actual and material economic, financial or reputational injury to NextGen or an affiliate, or (vi) intentional, material violation of any contract or agreement between Mr. Sides and NextGen.

For purposes of Mr. Sides’ employment agreement, “good reason” generally means, if Mr. Sides resigns within 90 days after any of the following events, unless he consents in writing prior to the applicable event: (i) a reduction in annual base salary or target annual bonus, other than a reduction of 10% or less of annual base salary implemented as part of an across-the-board, proportionate reduction of base salaries for other members of NextGen's management team; (ii) a material decrease or a material adverse change in authority, title, duties or areas of responsibility, including a requirement that he report to a corporate officer instead of reporting directly and solely to the Board; (iii) the assignment of authority, titles, duties or areas of responsibility that are inconsistent with the title and position of President and Chief Executive; (iii) the relocation of his primary work location to a location that increases the one-way commute by more than 50 miles from his primary work location (provided that a requirement that he relocate to the city in which NextGen’s principal executive officers are then located shall not constitute “good reason”); or (iv) NextGen’s breach of a material provision of his employment agreement.

NextGen previously entered into change in control severance agreements with each of Messrs. Arnold, Velamoor, Waters, Linton, and Metcalfe and Ms. Greene (however, the agreement with Mr. Metcalfe terminated in connection with his resignation and is no longer in effect) . Under the change in control severance agreements, in the event NextGen terminates the executive officer’s employment without “cause” or the executive officer resigns for “good reason” within the 2 months prior to or the 18 months following a change in control, subject to the executive officer’s execution and non-revocation of a release of claims and continued compliance with post-termination obligations, he or she will be entitled to (i) a lump sum cash severance payment equal to 100% of base salary and target bonus, (ii) up to 12 months of Company-paid continuation health benefits, (iii) a lump sum prorated current year cash bonus based on actual performance (or, in the discretion of NextGen, prorated target bonus) and (iv) certain other limited benefits, including outplacement services and legal fee reimbursement.

For purposes of the change in control severance agreements with NextGen’s executive officers, the term “cause” generally has the same meaning as given to such term in Mr. Sides’ employment agreement described above, except that it also includes the executive officer’s unauthorized use or disclosure of NextGen confidential information or trade secrets. For purposes of the change in control severance agreements, “good reason” generally means any of the following without the executive officer’s express written consent: (i) a material reduction in annual base salary (which is a reduction of at least 10% of base salary), unless it is a reduction pursuant to a salary reduction program applicable generally to similarly situated employees, (ii) a material reduction in the executive officer’s authority, duties or responsibilities, (iii) the relocation of the executive officer’s principal place of employment to a place that increases the executive officer’s one-way commute by more than 50 miles as compared to the executive officer’s then-current place of employment, and (iv) any material breach or material violation of a material provision of the change in control severance agreement or written offer letter by NextGen.

Mr. Sides’ employment agreement and each change in control severance agreement include a so-called “better net after-tax cutback” provision providing that, if the compensation and benefits payable to the executive officer in connection with a change in control would be subject to an excise tax under Section 4999 of the Code, such amounts will either be paid in full or reduced to the level that would avoid application of the excise tax, whichever would place the executive officer in a better after-tax position.

NextGen’s executive officers hold one or more of the following PSU awards that provide for accelerated vesting upon a change in control:

Under the terms of the restricted stock award agreements with our employees, including the executive officers, if an employee experiences a “qualifying termination” (as such term is defined in the award agreement) within 12 months following a change in control (including the Merger), then the vesting of the restricted stock award will be accelerated in full. The Unvested Restricted Stock Cash Amount received by an executive officer in the Merger in exchange for each cancelled Unvested RSA held by such executive officer will continue to have, and will be subject to, the same vesting terms and conditions (including the foregoing acceleration provision) as applied to the corresponding Unvested RSA immediately prior to the Effective Time.

NextGen maintains the Deferred Compensation Plan, a non-qualified deferred compensation plan, which provides participating employees the opportunity to defer up to 75% of their base salary and up to 100% of their annual bonus per plan year. NextGen may, but is not required to, make contributions to the Deferred Compensation Plan on behalf of participating employees, which contributions become 100% vested upon the occurrence of a change in control (including the Merger). (Participant deferrals are fully vested at all times.)

Certain of NextGen’s executive officers may continue to provide employment or other services to Parent after the Effective Time and may enter into new agreements, arrangements or understandings with Parent to set forth the terms and compensation of such post-Effective Time service. As of the date of this proxy statement, no such agreements, arrangements or understandings with Parent exist.

If the Effective Time is not reasonably anticipated to occur by December 31, 2023, under the Merger Agreement, NextGen may, in consultation with Parent, implement strategies before the Effective Time to mitigate the possible impact of Sections 280G and 4999 of the Code.

Directors and officers of NextGen are also entitled to indemnification and covered by insurance in certain circumstances. For a detailed description of these requirements, please see “The Merger Agreement—Other Covenants and Agreements—Indemnification of Directors and Officers; Insurance” beginning on page 86 of this proxy statement.

We presently anticipate that the total funds needed to complete the merger and the related transactions will be approximately $1.87 billion, which will be funded via equity financing described below.

The obligation of Parent and Merger Sub to consummate the merger is not subject to any financing condition. Parent and Merger Sub have represented to the Company that, subject to satisfaction of certain conditions in the Merger Agreement, they will have available to them sufficient funds to satisfy all of their obligations under the Merger Agreement on the Closing Date and under the Equity Commitment Letter. This includes funds needed to pay the aggregate merger consideration and any other amounts required to be paid by Parent or Merger Sub on the Closing Date in connection with the consummation of the transactions contemplated by the Merger Agreement (including any fees and expenses of or payable by Parent or Merger Sub on the Closing Date in connection with the transactions contemplated by the Merger Agreement).

Parent and Merger Sub have obtained committed financing consisting of equity to be provided by the Thoma Bravo Fund pursuant to the terms of the Equity Commitment Letter. In connection with the Merger Agreement, Parent and Merger Sub have delivered to the Company a copy of the Equity Commitment Letter. Notwithstanding anything in the Merger Agreement to the contrary, in no event will the receipt or availability of any funds or financing (including the financing contemplated by the Equity Commitment Letter) by or to Parent or any of its affiliates or any other financing transaction be a condition to any of the obligations of Parent or Merger Sub under the Merger Agreement.

Pursuant to the Equity Commitment Letter, the Thoma Bravo Fund has committed to contribute or cause to be contributed to Parent at the closing of the Merger certain equity financing for the purpose of funding the Required Amount. The obligations of the Thoma Bravo Fund to provide the equity financing under the Equity Commitment Letter is subject to a number of conditions, including, but not limited to (1) the execution and delivery of the Merger Agreement, (2) satisfaction or written waiver by the Company, Parent and Merger Sub, as applicable, of each of the conditions to the obligations of the Company, Parent and Merger Sub to consummate the Merger set forth in Sections 7.1 and 7.2 of the Merger Agreement (other than any conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of these conditions at such time) and (3) the substantially concurrent consummation of the Merger in accordance with the terms of the Merger Agreement. We refer to the equity financing described in the preceding sentence as the “equity financing.”

The obligation of the Thoma Bravo Fund to fund the equity commitment will automatically and immediately terminate upon the earliest to occur of (1) the consummation of the Closing of the Merger and the payment in full of the aggregate merger consideration in accordance with the Merger Agreement, (2) the valid termination of the Merger Agreement in accordance with its terms and (3) the occurrence of any event that, by the terms of the limited guaranty, is an event that terminates the Thoma Bravo Fund’s obligations or liabilities under the limited guaranty.

The Company is an express third-party beneficiary of the equity commitment letter solely with respect to enforcing Parent’s right to cause the commitment under the Equity Commitment Letter by the Thoma Bravo Fund to be funded to Parent in accordance with the Equity Commitment Letter, and to cause Parent to enforce its rights against the Thoma Bravo Fund to perform its funding obligations under the equity commitment letter, in each case subject to (1) the limitations and conditions set forth in the Equity Commitment Letter and (2) the terms and conditions of the Merger Agreement.

Pursuant to the limited guaranty, the Thoma Bravo Fund has agreed to guaranty the due, punctual and complete payment and performance of (1) the aggregate amount of the Parent Termination Fee solely if and when any of the Parent Termination Fee is payable pursuant to the Merger Agreement, (2) the reimbursement obligations of Parent pursuant to the indemnification obligations to the Company and its representatives in connection with debt financing and (3) any and all damages, losses, costs and expenses resulting from Parent or Merger Sub’s knowing and intentional breach of the Merger Agreement or fraud, subject to certain limitations. We refer to the obligations set forth in the preceding sentence as the “Guaranteed Obligations.” The obligations of the Thoma Bravo Fund under the limited guaranty are subject to an aggregate cap equal to $98,829,000.00.

Subject to specified exceptions, the limited guaranty will terminate upon the earliest of:

The closing of the Merger will take place by electronic exchange of signatures and documents on a date to be specified by the parties, which shall be not later than the fifth business day after the satisfaction (or waiver, if permitted by applicable law) of the last to be satisfied of the conditions set forth in the Merger Agreement (other than those conditions that, by their nature, are to be satisfied at the closing of the Merger, but subject to the satisfaction (or waiver, if permitted by applicable law) of those conditions), and in any event no later than one business day thereafter, or at such other location, date and time as NextGen and Parent shall mutually agree upon in writing.

On the Closing Date, Parent, NextGen and Merger Sub will cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL with the Secretary of State of the State of Delaware and will take such further actions as may be required to make the Merger effective on the Closing Date. The Merger will become effective at the time and day of the filing of such certificate of merger with the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by NextGen and Parent (and specified in the certificate of merger).

If the Merger is consummated, persons who do not wish to accept the Merger Consideration are entitled to seek appraisal of their Company Shares under Section 262 and, if all procedures described in Section 262 are strictly complied with, to receive payment in cash for the fair value of their Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value. The “fair value” of your Company Shares as determined by the Delaware Court of Chancery may be more or less than, or the same as, the Merger Consideration that you are otherwise entitled to receive under the Merger Agreement. These rights are known as “appraisal rights”. This proxy statement serves as a notice of such appraisal rights pursuant to Section 262.

Persons who exercise appraisal rights under Section 262 will not receive the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. They will receive an amount determined to be the “fair value” of their Company Shares following petition to, and an appraisal by, the Delaware Court of Chancery. Persons considering seeking appraisal should recognize that the fair value of their Company Shares determined under Section 262 could be more than, the same as or less than the Merger Consideration they would otherwise be entitled to receive pursuant to the Merger Agreement. Strict compliance with the procedures set forth in Section 262 is required. Failure to comply strictly with all of the procedures set forth in Section 262 may result in the withdrawal, loss or waiver of appraisal rights. Consequently, and in view of the complexity of the provisions of Section 262, persons wishing to exercise appraisal rights are urged to consult their legal and financial advisors before attempting to exercise such rights.

A copy of Section 262 may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. The following summary is not a complete statement of the law relating to appraisal rights and is qualified in its entirety by reference to Section 262 and any amendments thereto after the date of this proxy statement. Any person who desires to exercise his, her or its appraisal rights should review carefully Section 262 and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. The following summary does not constitute legal or other advice, nor does it constitute a recommendation that persons seek to exercise their appraisal rights under Section 262. A person who loses his, her or its appraisal rights will be entitled to receive the Merger Consideration under the Merger Agreement.

A holder of record of Company Shares and a beneficial owner who (i) continuously holds or beneficially owns, as applicable, such Company Shares through the Effective Time, (ii) has not consented to the Merger in writing or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights, (iii) strictly complies with the procedures under Section 262, (iv) does not thereafter withdraw his, her or its demand for appraisal of such Company Shares and (v) in the case of a beneficial owner, a person who (A) reasonably identifies in his, her or its demand the holder of record of the Company Shares for which the demand is made, (B) provides documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (C) provides an address at which such beneficial owner consents to receive notices given by NextGen and to be set forth on the Chancery List (as defined below), will be entitled to receive the fair value of his, her or its Company Shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be the fair value.

Section 262 requires that where a proposed merger is to be submitted for approval at a meeting of stockholders, the corporation must notify stockholders that appraisal rights will be available not less than twenty (20) days before the meeting to vote on the merger. Such notice must include either a copy of Section 262 or information directing the stockholders to a publicly available electronic resource at which Section 262 may be accessed without subscription or cost. This proxy statement constitutes NextGen’s notice to our stockholders that appraisal rights are available in connection with the Merger, in compliance with the requirements of Section 262. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262, which may be accessed without subscription or cost at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262. Failure to comply timely and properly with the requirements of Section 262 will result in the loss of your appraisal rights under the DGCL.

If you elect to demand appraisal of your Company Shares, you must satisfy each of the following conditions: you must deliver to NextGen a written demand for appraisal of your Company Shares prior to the Special Meeting, which must (i) reasonably inform us of the identity of the holder of record of Company Shares who intends to demand appraisal of his, her or its Company Shares (and, for beneficial owners only, such demand is accompanied by documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be, and provides an address at which such beneficial owner consents to receive notices given by NextGen and to be set forth on the Chancery List) and (ii) that you intend to demand the appraisal of your shares. In addition, as described above, you must not vote or submit a proxy in favor of the proposal to adopt the Merger Agreement; you must hold or beneficially own, as applicable, your Company Shares continuously through the effective date; and you must comply with the other applicable requirements of Section 262.

A NextGen stockholder who elects to exercise appraisal rights must mail or deliver his, her or its written demand for appraisal to the following contact:

Within ten (10) days after the Effective Time, the surviving corporation must give written notice that the Merger has become effective to each stockholder of any class or series of stock of NextGen who is entitled to appraisal rights that the Merger was approved and that appraisal rights are available for any or all shares of such class or series of stock.

Within one hundred twenty (120) days after the Effective Time, but not thereafter, the surviving corporation and any person who has properly and timely demanded appraisal and otherwise complied with Section 262 may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the surviving corporation in the case of a petition filed by a person, demanding a determination of the fair value of the Company Shares held by all persons that have demanded appraisal. There is no present intent on the part of NextGen or the surviving corporation to file an appraisal petition and persons seeking to exercise appraisal rights should assume that NextGen and the surviving corporation will not file such a petition or initiate any negotiations with respect to the fair value of Company Shares. Accordingly, persons who desire to have their Company Shares appraised should initiate any petitions necessary for the perfection of their appraisal rights within the time periods and in the manner prescribed in Section 262. If, within one hundred twenty (120) days after the Effective Time, no petition has been filed as provided above, all rights to appraisal will cease and any person that previously demanded appraisal will become entitled only to the Merger Consideration under the Merger Agreement.

At any time within sixty (60) days after the Effective Time, any person who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the demand and accept the Merger Consideration specified by the Merger Agreement for that person’s Company Shares by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made more than sixty (60) days after the Effective Time will require written approval of the surviving corporation. Unless the demand is properly withdrawn by the person within sixty (60) days after the effective date, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any person without the approval of the Delaware Court of Chancery, with such approval conditioned upon such terms as the Delaware Court of Chancery deems just. If the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the person will be entitled to receive only the fair value of such person’s Company Shares determined by the Delaware Court of Chancery in any such appraisal proceeding, which value could be less than, equal to or more than the Merger Consideration offered pursuant to the Merger Agreement.

In addition, within one hundred twenty (120) days after the Effective Time, any person who has theretofore complied with the applicable provisions of Section 262 will be entitled, upon written request, to receive from the surviving corporation a statement setting forth the aggregate number of Company Shares not consented in writing or otherwise voted in favor of the Merger and with respect to which demands for appraisal were received by the

surviving corporation and the aggregate number of holders of such Company Shares. Such statement must be given within ten (10) days after the written request therefor has been received by the surviving corporation or within ten (10) days after the expiration of the period for the delivery of demands as described above, whichever is later.

Upon the filing of a petition by a person, service of a copy of such petition shall be made upon the surviving corporation. The surviving corporation shall be required to, within twenty (20) days after such service, file in the office of the Register in Chancery in which the petition was filed a duly verified list containing the names and addresses of all persons who have demanded appraisal of their Company Shares and with whom the surviving corporation has not reached agreements as to the value of such Company Shares (the “Chancery List”). The Register in Chancery, if so ordered by the Delaware Court of Chancery, shall give notice of the time and place fixed for the hearing of such petition by registered or certified mail to the surviving corporation and to all such persons set forth on the Chancery List.

If a petition for an appraisal is timely filed by a person, at the hearing on such petition, the Delaware Court of Chancery will determine which persons have complied with Section 262 and have become entitled to appraisal rights provided thereby. The Delaware Court of Chancery may require the persons who have demanded an appraisal of their Company Shares and who hold Company Shares represented by certificates to submit their certificates of Company Shares to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings; and if any person fails to comply with such direction, the Delaware Court of Chancery may dismiss the proceedings as to such person.

Upon application by the surviving corporation or any person entitled to participate in the appraisal proceedings, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the persons entitled to appraisal. Any person whose name appears on the Chancery List and may participate fully in all proceedings until it is finally determined that such person is not entitled to appraisal rights under Section 262.

Where proceedings are not dismissed, the appraisal proceeding shall be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through such proceedings the Delaware Court of Chancery shall determine the fair value of Company Shares taking into account all relevant factors, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery, in its discretion, determines otherwise for good cause shown, interest on an appraisal award will accrue and compound quarterly from the Effective Time through the date the judgment is paid at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each person entitled to appraisal an amount in cash, in which case interest shall accrue after such payment only on the sum of (x) the difference, if any, between the amount so paid and the fair value of the Company Shares as determined by the Delaware Court of Chancery, and (y) interest theretofore accrued, unless paid at that time.

When the fair value of the Company Shares is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the persons entitled to receive the same.

Although NextGen believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and persons should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the Merger Consideration. Moreover, the surviving corporation does not anticipate offering more than the Merger Consideration to any person exercising appraisal rights and reserves the right to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of the relevant Company Shares is less than the Merger Consideration.

In determining “fair value”, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court has stated that in making this determination of fair value, the court

must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which were known or could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. The Delaware Supreme Court has indicated that transaction price is one of the relevant factors the Delaware Court of Chancery may consider in determining “fair value” and that absent deficiencies in the sale process the transaction price should be given “considerable weight.” Section 262 provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the Merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the Merger and not the product of speculation, may be considered.”

The cost of the appraisal proceeding may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. However, costs do not include attorneys’ and expert witness fees. Each person is responsible for his, her or its attorneys’ and expert witness fees, although, upon application of a person whose name appears on the Chancery List who participated in the proceeding and incurred expenses in connection therewith, the Delaware Court of Chancery may order that all or a portion of such expenses, including, without limitation, reasonable attorneys’ and expert witness fees, be charged pro rata against the value of all Company Shares entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL. Determinations by the Delaware Court of Chancery are subject to appellate review by the Delaware Supreme Court.

Any person who has duly demanded appraisal in compliance with Section 262 will not be entitled to vote for any purpose any Company Shares subject to such demand or to receive payment of dividends or other distributions on such Company Shares, except for dividends or distributions payable to NextGen stockholders of record at a date prior to the Effective Time.

To the extent there are any inconsistencies between the foregoing summary, on the one hand, and Section 262, on the other hand, Section 262 will govern.

Failure to comply strictly with all of the procedures set forth in Section 262 will result in the loss of a stockholder’s statutory appraisal rights.

The following discussion is a summary of certain material U.S. federal income tax consequences of the Merger that may be relevant to holders of Company Shares whose Company Shares are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to holders that hold their Company Shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). This summary of material U.S. federal income tax consequences is not a complete description of all potential U.S. federal income tax consequences of the Merger. This summary does not describe any of the tax consequences arising under the laws of any state, local or non-U.S. tax jurisdiction and does not consider any aspects of U.S. federal tax law other than income taxation (e.g., state, gift or alternative minimum tax, the Medicare net investment income surtax, or any withholding considerations under the Foreign Account Tax Compliance Act of 2010 (including regulations issued thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith)). In addition, this summary does not address the U.S. federal income tax consequences to holders of Company Shares that exercise appraisal rights under the DGCL. For purposes of this discussion, a “holder” means either a U.S. Holder or a Non-U.S. Holder or both, as the context may require.

This discussion is for general information only and does not address all of the U.S. federal income tax considerations that may be relevant to holders in light of their particular facts and circumstances, including, but not limited to:

If a partnership (including an entity or arrangement classified as a partnership for U.S. federal income tax purposes) is a beneficial owner of Company Shares, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding Company Shares and partners therein should consult their tax advisors regarding the particular tax consequences to them of the Merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation.

THIS DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS PROVIDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE LEGAL OR TAX ADVICE TO ANY HOLDER. A HOLDER SHOULD CONSULT ITS TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF ITS PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR OTHER TAX LAWS.

For purposes of this proxy statement, a “U.S. Holder” is a beneficial owner of Company Shares who or that is for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for Company Shares pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder will recognize gain or loss

equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the Company Shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the Company Shares. Any such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such Company Shares is more than one year at the time of the consummation of the Merger. A reduced tax rate on capital gains generally will apply to long-term capital gains of non-corporate U.S. Holders, including individuals. There are limitations on the deductibility of capital losses. If a U.S. Holder acquired different blocks of Company Shares at different times or different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of Company Shares.

Payments made to a U.S. Holder in exchange for Company Shares pursuant to the Merger may be subject to information reporting to the IRS and backup withholding at a rate of 24%. To avoid backup withholding on such payments, U.S. Holders that do not otherwise establish an exemption should complete and return to the exchange agent a properly executed IRS Form W-9 included in the letter of transmittal certifying that such holder is a United States person for U.S. federal income tax purposes, that the taxpayer identification number provided is correct and that such holder is not subject to backup withholding. Certain types of U.S. Holders (including, with respect to certain types of payments, corporations) generally are not subject to backup withholding or information reporting rules.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. Holder pursuant to the Merger under the backup withholding rules generally will be allowed as a refund or a credit against such U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

For purposes of this proxy statement, the term “Non-U.S. Holder” means a beneficial owner of Company Shares that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.

Non-U.S. Holders should consult their tax advisors to determine the U.S. federal, state, local, non-U.S. and other tax consequences that may be relevant to them in light of their particular circumstances.

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

With respect to the third bullet point above, NextGen believes it is not a USRPHC. Because the determination of whether NextGen is a USRPHC depends, however, on the fair market value of its USRPIs relative to the fair market value of its non-U.S. real property interests and other business assets, there can be no

assurance NextGen is not a USRPHC. Even if NextGen is a USRPHC, gain arising from the sale or other taxable disposition of NextGen common stock by a Non-U.S. Holder will not be subject to U.S. federal income tax if NextGen common stock is “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market and such Non-U.S. Holder owned, actually and constructively, 5% or less of NextGen common stock throughout the shorter of the five-year period ending on the date of the sale or other taxable disposition or the Non-U.S. Holder’s holding period.

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

Payments made to Non-U.S. Holders in exchange for Company Shares pursuant to the Merger may be subject to information reporting to the IRS and backup withholding at a rate of 24%. Non-U.S. Holders generally can avoid information reporting and backup withholding by providing the exchange agent with the applicable and properly completed and executed IRS Form W-8 certifying the holder’s non-U.S. status or by otherwise establishing an exemption. Copies of information returns that are filed with the IRS may be made available under an applicable tax treaty or information exchange agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS.

Under the HSR Act, and the rules promulgated thereunder by the Federal Trade Commission (the “FTC”), the Merger cannot be consummated until NextGen and Parent each file a notification and report form with the FTC and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period thereunder has expired or been terminated. A transaction notifiable under the HSR Act may not be completed until the expiration of a 30-calendar-day waiting period following the parties’ filing of their respective HSR Act notification forms or the early termination of that waiting period. NextGen and Parent filed their respective HSR Act notifications on September 19, 2023. The waiting period under the HSR Act is set to expire at 11:59 p.m., Eastern Time, on October 19, 2023. The DOJ or the FTC may extend the 30 day waiting period by issuing a Request for Additional Information and documentary materials (a “Second Request”). If either agency issues a Second Request, the waiting period will be extended until 30 days after the parties substantially comply with the request.

At any time before or after consummation of the Merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC could take such action under applicable antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the consummation of the Merger, and notwithstanding the expiration or termination of the waiting period under the HSR Act, any state could take such action under its applicable antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the consummation of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under applicable antitrust laws under certain circumstances.

Subject to the terms of the Merger Agreement, NextGen, Parent and Merger Sub have agreed to take any and all actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any foreign antitrust laws as soon as practicable (and in any event by the date that is at least five (5) business days before the Termination Date), and to avoid any impediment to the consummation of the Merger under any antitrust laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, contracts, assets or interests therein of NextGen, (2) amending any venture or other arrangement of NextGen, (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any legal proceeding and to have vacated, lifted, reversed

or overturned any order that may result from such legal proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by the Merger Agreement and (4) otherwise taking or committing to take actions after the closing of the Merger with respect to one or more of the businesses, product lines, fields of use, or assets of NextGen, including notification of acquisitions that would not otherwise be required under the HSR Act or any foreign antitrust laws, in each case, as may be required in order to enable the consummation of the transactions contemplated by the Merger Agreement, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated by the Merger Agreement, including the Merger (the actions referred to in clauses (1), (2), (3) and (4), “Remedy Actions”); provided, however, that notwithstanding anything to the contrary set forth in the Merger Agreement, (A) in no event shall Parent, NextGen or their respective affiliates be required to proffer, consent to or agree to or effect any Remedy Action unless such Remedy Action is conditioned upon the closing of the Merger and (B) nothing in the Merger Agreement shall require Parent, Merger Sub or their respective Affiliates to, and NextGen shall not, without the prior written consent of Parent, commit to or effect any action (x) with respect to the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties or businesses of affiliates of Parent or Merger Sub (other than Parent and Merger Sub) or (y) that, individually or in the aggregate, would, or would reasonably be expected to, have a material adverse effect on the business, assets, liabilities, financial condition or results of operations of NextGen, taken as a whole. Further, and for the avoidance of doubt, without the written consent of NextGen, Parent will not extend any waiting period under the HSR Act (by pull and refile, or otherwise) or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other governmental authority not to consummate the transactions contemplated by the Merger Agreement without the written consent of NextGen, which shall not be unreasonably withheld.

Other than the filings required under the HSR Act as described above, we currently do not expect that any clearance, approval or consent would be required under any other applicable antitrust law in connection with the Merger.

If the Merger is consummated, following the Effective Time, the Company Shares will cease trading on Nasdaq and will be deregistered under the Exchange Act. As such, we would no longer file periodic reports with the SEC.

The following summary describes certain material provisions of the Merger Agreement. This summary is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the Merger Agreement carefully in its entirety because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The Merger Agreement and this summary of its terms have been included to provide you with information regarding the terms of the Merger Agreement. Factual disclosures about NextGen contained in this proxy statement or in NextGen’s public reports filed with the SEC may supplement, update or modify the factual disclosures about NextGen contained in the Merger Agreement and described in this summary. The representations, warranties, covenants, and agreements made in the Merger Agreement by NextGen and Parent were qualified and subject to important limitations agreed to by NextGen and Parent in connection with negotiating the terms of the Merger Agreement. In particular, in your review of the representations, warranties, covenants, and agreements contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations, warranties, covenants, and agreements were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right to not close the Merger if the representations and warranties of the other party prove to be untrue (or such covenants and agreements were not complied with), due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations, warranties, covenants, and agreements may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by disclosures contained in the disclosure letter delivered by NextGen to Parent in connection with the Merger Agreement (the “Disclosure Letter”), which disclosures are not reflected in the Merger Agreement. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement, and subsequent developments or new information qualifying a representation or warranty may have been included in this proxy statement or in the respective public filings made by each of NextGen or Parent with the SEC. For the foregoing reasons, the representations, warranties, covenants, and agreements and any descriptions of those provisions should not be read alone or relied upon as characterizations of the actual state of facts or condition of NextGen, Parent or any of their respective subsidiaries or affiliates. Instead, such provisions or descriptions should be read only in conjunction with the other information provided elsewhere in this proxy statement or incorporated by reference into this proxy statement.

Additional information about NextGen may be found elsewhere in this proxy statement and NextGen’s other public filings. See “Where You Can Find More Information” beginning on page 102 of this proxy statement.

The closing of the Merger will take place by electronic exchange of signatures and documents on a date to be specified by the parties, which shall be not later than the fifth business day after the satisfaction (or waiver, if permitted by applicable law) of the last to be satisfied of the conditions set forth in the Merger Agreement (other than those conditions that, by their nature, are to be satisfied at the closing of the Merger, but subject to the satisfaction (or waiver, if permitted by applicable law) of those conditions), and in any event no later than one business day thereafter, or at such other location, date and time as NextGen and Parent shall mutually agree upon in writing.

On the Closing Date, Parent, NextGen and Merger Sub will cause the Merger to be consummated under the DGCL by filing a certificate of merger in such form as required by, and executed in accordance with, the DGCL with the Secretary of State of the State of Delaware and will take such further actions as may be required to make the Merger effective on the Closing Date. The Merger will become effective at the time and day of the filing of such certificate of merger with the Secretary of State of the State of Delaware, or such later time and day as may be agreed in writing by NextGen and Parent and specified in the certificate of merger.

Pursuant to the terms and conditions of the Merger Agreement, at the Effective Time, Merger Sub will be merged with and into NextGen and the separate corporate existence of Merger Sub will cease. NextGen will continue as the surviving corporation and as a wholly owned subsidiary of Parent. At the Effective Time, the certificate of incorporation of NextGen will be amended and restated in its entirety as set forth on Annex A-1 of the Merger Agreement and such amended and restated certificate of incorporation will be the certificate of incorporation of the surviving corporation until thereafter amended. At the Effective Time, NextGen, Parent and Merger Sub will take all necessary action such that the bylaws of the Company will be amended and restated in their entirety to read in their entirety as set forth on Annex A-2 of the Merger Agreement, and as so amended and restated, will be the bylaws of the surviving corporation until thereafter amended as provided therein, pursuant to the terms of the certificate of incorporation of the surviving corporation or in accordance with applicable law.

At the Effective Time, each Company Share issued and outstanding immediately prior to the Effective Time (other than Canceled Company Shares, Excluded and Dissenting Company Shares) will be canceled and extinguished and automatically cease to exist and will be converted into the right to receive the Merger Consideration.

At the Effective Time, each Canceled Company Share will be canceled and extinguished, without any conversion thereof or consideration paid therefor at the Effective Time.

If applicable, the Merger Consideration and any other amount payable pursuant the Merger Agreement (including consideration payable in respect of NextGen stock options or restricted stock units) will be equitably adjusted to reflect the effect of any reorganization, reclassification, recapitalization, stock split (including a reverse stock split), subdivision or combination, exchange or readjustment of Company Shares or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Company Shares) occurring on or after September 5, 2023 and prior to the Effective Time.

Options. Under the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding NextGen option to purchase Company Shares with an exercise price per share less than the Merger Consideration that is unexpired and unexercised will be cancelled and terminated and converted into the right to receive as promptly as practicable after the Effective Time (and in no event later than the next regularly scheduled payroll date at least five business days after the closing of the Merger), the Option Consideration, less any applicable withholding taxes. Each NextGen stock option with an exercise price per share equal to or greater than the Merger Consideration will be canceled automatically at the Effective Time for no consideration.

Deferred Stock Units. Under the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding NextGen DSU award, whether vested or unvested, will be canceled and terminated and converted into the right to receive, as promptly as practicable (and in no event later than the next regularly scheduled payroll date at least five business days after the closing of the Merger) after the Effective Time, the DSU Consideration, less any applicable withholding taxes (provided, that, to the extent that payment of the DSU Consideration would otherwise cause the imposition of a Tax or penalty under Section 409A of the Code, such payment shall instead be made at the earliest time permitted under the Merger Agreement and the terms of the applicable award agreement or equity plan that will not result in the imposition of such Tax or penalty).

Performance Stock Units. Under the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding NextGen PSU award will be cancelled and converted into the right to receive the PSU Consideration, less any applicable withholding taxes

Under the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding NextGen Vested RSA that is held by a non-employee member of the NextGen Board will be cancelled and terminated and converted into the right to receive, as promptly as practicable (and in no event later than the next regularly scheduled payroll date at least five business days after the closing of the Merger) after the Effective Time the Vested Restricted Stock Consideration, less any applicable withholding Taxes.

Under the Merger Agreement, effective as of immediately prior to the Effective Time, each outstanding NextGen Unvested RSA will be cancelled and terminated and converted into the right to receive the Unvested Restricted Stock Cash Amount. The Unvested Restricted Stock Cash Amount will vest and become payable to the holder in cash at the same times and in accordance with the same vesting schedule as applied to the Unvested RSA as of immediately prior to the Effective Time, subject to the holder’s continued service with the Parent and its Affiliates through the applicable vesting dates.

ESPP. The Merger Agreement provides that NextGen may, in its discretion, suspend or terminate any current or future offering periods under the ESPP as it deems advisable prior to the Effective Time. Effective September 15, 2023, the ESPP was suspended. No further offering period or purchase period will commence pursuant to the ESPP prior to the Effective Time.

The Merger Agreement provides that Dissenting Company Shares will not be converted into, or represent the right to receive, the Merger Consideration, but instead at the Effective Time will be converted into such consideration as may be determined to be due to the holders thereof in respect of such Dissenting Company Shares pursuant to Section 262. If any holder of Dissenting Company Shares fails to perfect, withdraws or otherwise loses or forfeits the right to appraisal of the fair value of such Dissenting Company Shares under Section 262, such Dissenting Company Shares will cease and will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive, without interest, and less any applicable withholding taxes, pursuant to the Merger Consideration.

Prior to the Closing Date, Parent will deposit, or cause to be deposited, with a paying agent designated by Parent that is reasonably acceptable to NextGen, for payment to and for the sole benefit of holders of Company Shares pursuant to the provisions of the Merger Agreement, cash in an amount equal to the aggregate Merger Consideration to which NextGen stockholders are entitled under the Merger Agreement (which such amount does not include the Option Consideration, the PSU Consideration, the DSU Consideration, the Vested Restricted Stock Consideration or the Unvested Restricted Stock Consideration).

Following the Effective Time, Parent and Merger Sub shall cause the paying agent to pay the holders of Company Shares that are entitled to receive the Merger Consideration pursuant to and in compliance with the terms of the Merger Agreement.

As soon as practicable after the Effective Time (and in any event not later than the third business day thereafter), Parent or the surviving corporation will cause the paying agent to mail to each person that was, immediately prior to the Effective Time, a holder of record of Company Shares represented by Certificates, which Company Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to the Merger Agreement: (i) a letter of transmittal in customary form reasonably acceptable to Parent and NextGen, which (A) will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the paying agent, (B) will have a customary release of all claims against Parent, Merger Sub and NextGen arising out of or related to such holder’s ownership of Company Shares and (C) will otherwise be in such form as Parent and the paying agent reasonably agree on and (ii) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration, the forms of which letter of transmittal and instructions are subject to the reasonable approval of NextGen prior to the Effective Time.

Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) to the paying agent or to such other agent or agents as may be appointed in writing by Merger Sub, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificates will be entitled to receive the Merger Consideration for each Company Share represented by such Certificate (after giving effect to any required tax withholdings), and any Certificate so surrendered will forthwith be canceled.

No holder of non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) as of immediately prior to the Effective Time will be required to deliver a Certificate or, in the case of holders of Book-Entry Shares held through The Depository Trust Company, an executed letter of transmittal to the paying agent, to receive the Merger Consideration that such holder is entitled to receive pursuant to the terms of the

Merger Agreement. In lieu thereof, each holder of record of one or more Book-Entry Shares held through The Depository Trust Company whose Company Shares were converted into the right to receive the Merger Consideration will upon the Effective Time, in accordance with The Depository Trust Company’s customary procedures (including receipt by the paying agent of an “agent’s message” (or such other evidence of transfer or surrender as the paying agent may reasonably request)) and such other procedures as agreed by NextGen, Parent, the paying agent and The Depository Trust Company, be entitled to receive, and Parent will cause the paying agent to pay and deliver to The Depository Trust Company or its nominee, for the benefit of the holder of such Book-Entry Shares held through it, as promptly as practicable after the Effective Time, in respect of each such Book-Entry Share, the Merger Consideration for each such Book-Entry Share (after giving effect to any required tax withholdings) and such Book-Entry Shares of such holder will forthwith be canceled.

As soon as practicable after the Effective Time (and in no event later than five business days after the Effective Time), the surviving corporation will cause the paying agent to mail to each person that was, immediately prior to the Effective Time, a holder of record of Book-Entry Shares not held through The Depository Trust Company (A) a letter of transmittal and (B) instructions for returning such letter of transmittal in exchange for the Merger Consideration the forms of which letter of transmittal and instructions are subject to the reasonable approval of NextGen prior to the Effective Time. Upon delivery of such letter of transmittal, in accordance with the terms of such letter of transmittal, duly executed and in proper form, the holder of such Book-Entry Shares will be entitled to receive in exchange therefor the Merger Consideration, for each such Book-Entry Share (after giving effect to any required tax withholdings), and such Book-Entry Shares so surrendered will forthwith be canceled.

Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until paid or surrendered as contemplated, each Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by the Merger Agreement, except for Book-Entry Shares representing Dissenting Company Shares, which will be deemed to represent the right to receive payment in accordance with and to the extent provided by Section 262 of the DGCL, or Canceled Company Shares.

The Merger Agreement contains representations and warranties of each of NextGen, Parent and Merger Sub (subject to certain qualifications or exceptions in the Merger Agreement and the Disclosure Letter) as to, among other things:

The Merger Agreement also contains representations and warranties of NextGen (subject to certain qualifications or exceptions in the Merger Agreement and the Disclosure Letter) as to, among other things:

The Merger Agreement also contains representations and warranties of Parent and Merger Sub (subject to certain qualifications or exceptions in the Merger Agreement) as to, among other things:

Some of the representations and warranties in the Merger Agreement are qualified by materiality qualifications or a “Company Material Adverse Effect” clause.

For purposes of the Merger Agreement, a “Company Material Adverse Effect” means any change, occurrence, effect, event, circumstance or development (each an “effect”, and collectively, “effects”) that (A) individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial condition or results of operations of NextGen, taken as a whole, or

(B) solely as applied to the representations and warranties set forth in Section 3.1 and Section 3.6 of the Merger Agreement, would reasonably be expected to prevent the consummation by NextGen of the Merger prior to the Termination Date; provided, however, that no effect directly or indirectly resulting from, attributable to or arising out of any of the following shall be deemed to be or constitute a “Company Material Adverse Effect,” and no effect directly or indirectly resulting from, attributable to or arising out of any of the following shall be taken into account when determining whether a “Company Material Adverse Effect” has occurred (subject to the limitations set forth below):

The Merger Agreement provides that except (a) as described in the Disclosure Letter or as expressly permitted under Section 5.2 or Section 5.3 of the Merger Agreement, (b) as required by applicable Law (including any reasonable actions after notice has been provided to Parent or Parent’s counsel as may be taken in

response to acts or war or sanctions imposed in connection with the current dispute involving the Russian Federation and Ukraine, including relating to Belarus), (c) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (d) as required or expressly provided for by the Merger Agreement, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement or the Effective Time, (x) NextGen will use and will cause each of its subsidiaries to use its commercially reasonable efforts to conduct its operations in all material respects according to its ordinary and usual course of business consistent with past practice, and NextGen will use and will cause each of its subsidiaries to use its commercially reasonable efforts to preserve intact its business organization and to preserve the present relationships with those persons having significant business relationships with NextGen or any of its subsidiaries; provided, that NextGen may take such reasonable actions after notice has been provided to Parent or Parent’s counsel as may be taken in response to acts or war or sanctions imposed in connection with the current dispute involving the Russian Federation and Ukraine, including relating to Belarus, and (y) without limiting the generality of the foregoing, NextGen will not, and will not permit any of its Subsidiaries to:

Notwithstanding the foregoing, nothing in the Merger Agreement is intended to give Parent or Merger Sub, directly or indirectly, the right to control or direct the business or operations of NextGen at any time prior to the Effective Time. Prior to the Effective Time, NextGen shall exercise, consistent with the terms and conditions of the Merger Agreement, complete control and supervision over its business and operations.

Unless the Merger Agreement is terminated in accordance with its terms, NextGen must, as promptly as reasonably practicable after the date of the Merger Agreement, establish a record date for and give notice of the Special Meeting for the purpose of voting upon the adoption of the Merger Agreement. NextGen is permitted to postpone, recess or adjourn the Special Meeting if: (i) with the written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) for the absence of a quorum, (iii) to solicit additional proxies for the purpose of obtaining the Required Company Stockholder Approval (as defined in the Merger Agreement), or (iv) after consultation with Parent to allow reasonable additional time for the filing and distribution of any supplemental or amended disclosure which the Company Board (or a committee thereof) has determined in good faith (after consultation with its outside legal counsel) is necessary under applicable Laws or the directors’ fiduciary duty and for such supplemental or amended disclosure to be disseminated to and reviewed by the Company Stockholders prior to the Company Stockholder Meeting; provided, further, that, without the prior written consent of Parent, the Special Meeting shall not be postponed, recessed or adjourned to a date that is (i) more than thirty (30) calendar days after the date for which the Special Meeting was originally scheduled (excluding any adjournments, recesses or postponements required by applicable Law).Unless the NextGen Board (or a committee thereof) shall have effected a Company Board Recommendation Change (as defined in the section entitled “The Merger Agreement—Other Covenants and Agreements—No Solicitation; NextGen Acquisition Proposals; Company Board Recommendation Change” beginning on page 81 of this proxy statement), NextGen shall use its commercially reasonable efforts to solicit proxies in favor of the adoption of the Merger Agreement and to solicit the Required Company Stockholder Approval.

Subject to NextGen’s right to effect a Company Board Recommendation Change and to terminate the Merger Agreement in accordance with its terms, NextGen will not be required to hold a Special Meeting if the Merger Agreement is validly terminated. Without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the adoption of the Merger Agreement, (ii) the stockholder advisory vote contemplated by Rule 14a-21(c) under the Exchange Act, (iii) adjournment of the Special Meeting, and (iv) any other matters as required by applicable Law shall be the only matters (other than procedural matters) which NextGen shall propose to be acted on by the holders of Company Shares at the Special Meeting.

From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, NextGen will (and will cause its Subsidiaries to) (i) afford Parent and its representatives reasonable access during normal business hours, upon reasonable notice, to the properties, books and records and personnel of NextGen and its Subsidiaries (provided, however, that NextGen may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable law requires NextGen or its Subsidiaries to restrict or otherwise prohibit access to such documents or information, (ii) granting such access would violate any obligations of NextGen or any of its Subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate, constitute a default under or give a third party the right to terminate or accelerate an obligation under any then-effective contract to which NextGen or any of its Subsidiaries is a party, (iii) access to such documents or information would reasonably be expected to result in a waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or (iv) such documents or information relate to the evaluation or negotiation of the Merger Agreement, the transactions contemplated thereby or, subject to the terms of the Merger Agreement, an Acquisition Proposal or a Superior Proposal. In the event that NextGen does not provide access or information in reliance on any of the foregoing provisos in clauses (i), (ii), or (iii) it shall use its reasonable best efforts to communicate the applicable information to Parent in a way that would not violate any applicable law, contract or obligation or waive such a privilege and NextGen shall use its reasonable best efforts to communicate the applicable information to Parent in a way that NextGen reasonably determines would not jeopardize the health and safety of any employee of NextGen or its Subsidiaries).

Any investigations conducted pursuant to the access contemplated by the Merger Agreement (1) must be conducted in a manner that does not unreasonably interfere with the conduct of the business of NextGen or its Subsidiaries or create a risk of damage or destruction to any property or assets of NextGen and (B) will be subject to NextGen’s reasonable security measures and insurance requirements.

The terms and conditions of the confidentiality agreement between Parent and NextGen apply to any information obtained by Parent or any of its representatives in connection with any investigation conducted pursuant to the access contemplated by the Merger Agreement.

Nothing in the Merger Agreement will be construed to require NextGen, any of its Subsidiaries or its representatives to prepare any reports, analyses, appraisals, opinions or other information.

From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, neither NextGen nor any of its Subsidiaries shall, nor shall they cause their directors and officers to, nor will they authorize or knowingly permit any of their other representatives to, and will direct and use their reasonable best efforts to cause such other representatives to, directly or indirectly:

In addition, from the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement pursuant to its terms and the Effective Time, NextGen and its Subsidiaries must, and must cause their representatives to, immediately cease all existing discussions or negotiations with any person (other than Parent, Merger Sub and their representatives), conducted prior to the date of the Merger Agreement with respect to any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to any Acquisition Proposal.

Notwithstanding the limitations in the preceding paragraphs or any other provision in the Merger Agreement, NextGen and its representatives may (i) participate in discussions in order seek to clarify and understand the terms and conditions of any inquiry or proposal made by any person solely to determine whether such inquiry or proposal constitutes or is reasonably likely to lead to a Superior Proposal and (ii) inform a person that has made or is considering making an Acquisition Proposal of NextGen’s obligations relating to non-solicitation as set forth in the Merger Agreement.

From the date of the Merger Agreement until the earlier to occur of the termination of the Merger Agreement in accordance with its terms and the Effective Time, NextGen must, as promptly as practicable, and in any event within twenty-four (24) hours following receipt of an Acquisition Proposal (i) provide Parent with written notice thereof, which notice shall indicate the identity of the Person making of such Acquisition Proposal and (ii) communicate to Parent the material terms and conditions thereof (and the documentation and other written materials received from such Person of such Person’s Representatives in respect thereof). NextGen must keep Parent reasonably informed on a reasonably prompt basis with respect to the status of or any material changes to the material terms and conditions of an Acquisition Proposal submitted to the Company.

Notwithstanding the limitations in the preceding paragraphs or any other provision in the Merger Agreement, if after the date of the Merger Agreement and prior to the receipt of the Required NextGen Stockholder Approval, NextGen or any of its representatives has received an Acquisition Proposal from any person or group of persons that did not result from a Willful Breach of NextGen’s obligations relating to

non-solicitation as set forth in the Merger Agreement, then (i) NextGen and its Representatives may contact and engage in discussions with such Person or group of Persons making the Acquisition Proposal or its or their Representatives and financing sources to clarify the terms and conditions thereof, to request that any Acquisition Proposal made orally be made in writing or to notify such Person or group of Persons or its or their Representatives and financing sources of the provisions as set forth in the Merger Agreement and (ii) if the Board (or a committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or is reasonably likely to lead to a Superior Proposal and that the failure to take action would be inconsistent with its fiduciary duties under applicable law, then NextGen and any of its representatives may enter into an Acceptable Confidentiality Agreement with such person or group of persons, furnish information with respect to NextGen and its Subsidiaries to the person or group of persons making such Acquisition Proposal (provided that NextGen must promptly provide or make available to Parent any non-public information concerning NextGen that is provided to such person or group of persons and which was not previously provided or made available to Parent and NextGen must have entered into an Acceptable Confidentiality Agreement with such person or group of persons) and participate and engage in discussions or negotiations with the person or group of persons making such Acquisition Proposal regarding such Acquisition Proposal. Prior to or concurrently with NextGen first taking any of the actions described in the immediately preceding sentence with respect to an Acquisition Proposal, NextGen must provide written notice to Parent of the determination of the Board (or a committee thereof) relating to such Acquisition Proposal.

Subject to limited exceptions as described herein, neither the Board nor any committee thereof shall (i) withdraw, amend, modify or qualify in a manner materially adverse to Parent or Merger Sub, or publicly propose to withhold, withdraw, amend, modify or qualify in a manner materially adverse to Parent or Merger Sub, the Company Board Recommendation, (ii) publicly approve or recommend, or propose publicly to approve or recommend, an Acquisition Proposal, (iii) if an Acquisition Proposal structured as a tender or exchange offer is publicly announced or publicly commenced, fail to publicly recommend against acceptance of such tender or exchange offer by the Company Stockholders within ten (10) Business Days of commencement thereof pursuant to Rule 14d-2 of the Exchange Act; (iv) if an Acquisition Proposal is publicly announced (other than by the commencement of a tender or exchange offer) and the Company Board fails to issue a public press release within ten (10) Business Days of such public announcement providing that the Company Board reaffirms the Company Board Recommendation); or (v) fail to include the Company Board Recommendation in the Proxy Statement (each of clauses (i), (ii), (iii), (iv) and (v), a “Company Board Recommendation Change”); provided that a “stop, look and listen” communication by the Board or any committee thereof to NextGen stockholders pursuant to Rule 14d-9(f) of the Exchange Act, or the taking and disclosure to NextGen stockholders of a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, will not be deemed a Company Board Recommendation Change.

Notwithstanding the limitations in the preceding paragraphs or any other provision in the Merger Agreement, after the date of the Merger Agreement and prior to the receipt of the Required NextGen Stockholder Approval, the Board (or a committee thereof) may (i) in response to the receipt of an Acquisition Proposal received after the date of the Merger Agreement that did not result from a Willful Breach of NextGen’s obligations relating to non-solicitation as set forth in the Merger Agreement, or the occurrence of an Intervening Event, effect a Company Board Recommendation Change, or (ii) in response to the receipt of an Acquisition Proposal received after the date of the Merger Agreement that did not result in a Willful Breach of NextGen’s obligations relating to non-solicitation as set forth in the Merger Agreement, enter into a definitive agreement with respect to such applicable Acquisition Proposal and terminate the Merger Agreement, provided that (a) the Board (or a committee thereof) determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with its fiduciary duties under applicable law, (b) in the case of receipt of an Acquisition Proposal, the Board (or a committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Acquisition Proposal constitutes or could reasonably be expected to result in a Superior Proposal, (c) NextGen provides written notice to Parent at least four (4) business days prior to effecting a Company Board Recommendation Change or terminating the Merger Agreement of its intent to take such action, specifying the reasons therefor (a “Change of Recommendation Notice”), (d) prior to effecting such Company Board Recommendation Change or terminating the Merger Agreement, NextGen must, and must use commercially reasonable efforts to cause its representatives to, negotiate with Parent in good faith (to the extent Parent desires to negotiate) during such four (4) business day period to make such adjustments in the terms and conditions of the Merger Agreement as would obviate the basis for a Company Board Recommendation Change or the termination of the Merger Agreement and (e) no earlier than the end of such four

(4) business day period, the Board (or a committee thereof) determines in good faith, after consultation with its financial advisors and outside legal counsel, after considering any proposed amendments to the terms and conditions of the Merger Agreement agreed to in writing by Parent during such four (4) business day period, that the failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law (and, in the case of receipt of such Acquisition Proposal, that such Acquisition Proposal continues to constitute a Superior Proposal). Following delivery of a Change of Recommendation Notice in the case of a Superior Proposal, in the event of any material change to the financial terms (including any change to the amount or form of consideration payable) or other material revision to the material terms or conditions of such Acquisition Proposal, NextGen must provide a new Change of Recommendation Notice to Parent, and any Company Board Recommendation Change or termination of the Merger Agreement following delivery of such new Change of Recommendation Notice must again be subject to clause (c) of the immediately preceding sentence, except that references to four (4) Business Days shall be deemed to be two (2) business days.

Nothing in the Merger Agreement prohibits NextGen or the Board (or a committee thereof) from (i) taking and disclosing to NextGen stockholders a position contemplated by Rule 14e-2(a) under the Exchange Act or complying with the provisions of Rule 14d-9 promulgated under the Exchange Act, and (ii) making any disclosure to NextGen stockholders if the Board (or a committee thereof) determines in good faith (after consultation with its outside legal counsel) that the failure to make such disclosure would be inconsistent with its fiduciary duties to NextGen stockholders under applicable law.

For purposes of the Merger Agreement:

The Merger Agreement provides that nothing will prevent NextGen from (i) complying with its disclosure obligations under Rule 14e-2(a) or Rule 14d-9 promulgated under the Exchange Act with regard to an Acquisition Proposal and (ii) issuing “stop, look and listen” communications or similar communications of the type contemplated by Section 14d-9(f) under the Exchange Act. However, the Board may only make an Adverse Recommendation Change as otherwise permitted in the Merger Agreement.

For the twelve-month period following the Effective Time, Parent will provide, or will cause the surviving corporation to provide, to each continuing employee (during such employee’s employment) with compensation and benefits that are no less favorable, in the aggregate, than the compensation and benefits provided to continuing employees immediately prior to the Effective Time.

With respect to certain employee benefit plans maintained by Parent or any of its subsidiaries, in each case, in which any continuing employee will participate on or after the Effective Time, Parent is required to, and to cause the surviving corporation to, recognize all service with NextGen rendered prior to the Effective Time by such continuing employee for all purposes under the terms of such employee benefit plan. However, Parent is not required to recognize service with NextGen rendered prior to the Effective Time for purposes of the accrual of or entitlement to pension benefits or retirement welfare benefits. In addition, Parent is required to (i) waive, or cause to be waived, all eligibility waiting periods, pre-existing condition exclusions, evidence of insurability requirements, and actively-at-work or similar requirements to the same extent such limitations are waived under any comparable plan of NextGen applicable to such continuing employee and their eligible dependents prior to the Effective Time, and (ii) recognize, for purposes of annual deductible and out-of-pocket limits under its health plans, deductible and out-of-pocket expenses incurred by a continuing employee and their dependents under the health plans in which they participated immediately prior to transitioning into a plan of Parent or any of its subsidiaries during the portion of the calendar year prior to such transition.

Each of NextGen, Merger Sub and Parent must use their reasonable best efforts to take, or cause to be taken, all actions that are necessary, proper or advisable to consummate the transactions contemplated by the Merger Agreement, including (i) to cause the conditions to the other party’s obligation to close to be satisfied as promptly as practicable after the date of this Agreement, (ii) subject to the terms of the Merger Agreement, obtaining, as promptly as practicable after the date of this Agreement, and maintaining all necessary actions or non-actions and consents from governmental authorities and making all necessary registrations, declarations and filings with governmental authorities, that are necessary to consummate the Merger, (iii) resisting, contesting, appealing and removing any legal proceeding and vacating, lifting, reversing or overturning any order whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents, restricts or restrains the consummation of the transactions contemplated by the Merger Agreement and (iv) upon writing request of Parent and Merger Sub, obtaining all necessary or appropriate consents under material contracts to which NextGen is a party in connection with the Merger Agreement and the consummation of the transactions contemplated thereby, and (v) reasonably cooperate with the other party or parties with respect to any of the foregoing.

Subject to the terms of the Merger Agreement, NextGen, Parent and Merger Sub have agreed to take any and all actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any foreign antitrust laws as soon as practicable (and in any event by the date that is at least five (5) business days before the Termination Date), and to avoid any impediment to the consummation of the Merger under any antitrust laws, including (1) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, conduct of business restrictions, a sale or disposition of such

assets or businesses as are required to be divested or a license or grant of commercialization rights to businesses, product lines, fields of use, divisions, business arrangements, contracts, assets or interests therein of NextGen, (2) amending any venture or other arrangement of NextGen, (3) cooperating with each other and using their respective reasonable best efforts to contest and resist any legal proceeding and to have vacated, lifted, reversed or overturned any order that may result from such legal proceedings, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by the Merger Agreement and (4) otherwise taking or committing to take actions after the closing of the Merger with respect to one or more of the businesses, product lines, fields of use, or assets of NextGen, including notification of acquisitions that would not otherwise be required under the HSR Act or any foreign antitrust laws, in each case, as may be required in order to enable the consummation of the transactions contemplated by the Merger Agreement, including the Merger, to occur as soon as reasonably practicable (and in any event no later than the Termination Date) and to otherwise avoid the entry of, or to effect the dissolution of, any preliminary or permanent injunction which would otherwise have the effect of preventing the consummation of the transactions contemplated by the Merger Agreement, including the Merger (the actions referred to in clauses (1), (2), (3) and (4), “Remedy Actions”); provided, however, that notwithstanding anything to the contrary set forth in the Merger Agreement, (A) in no event shall Parent, NextGen or their respective affiliates be required to proffer, consent to or agree to or effect any Remedy Action unless such Remedy Action is conditioned upon the closing of the Merger and (B) nothing in the Merger Agreement shall require Parent, Merger Sub or their respective Affiliates to, and NextGen shall not, without the prior written consent of Parent, commit to or effect any action (x) with respect to the capital stock or other equity or voting interest, assets (whether tangible or intangible), rights, properties or businesses of affiliates of Parent or Merger Sub (other than Parent and Merger Sub) or (y) that, individually or in the aggregate, would, or would reasonably be expected to, have a material adverse effect on the business, assets, liabilities, financial condition or results of operations of NextGen, taken as a whole. Further, and for the avoidance of doubt, without the written consent of NextGen, Parent will not extend any waiting period under the HSR Act (by pull and refile, or otherwise) or enter into any agreement with the FTC, the Antitrust Division of the DOJ or any other governmental authority not to consummate the transactions contemplated by the Merger Agreement without the written consent of NextGen, which shall not be unreasonably withheld.

In connection with and without limiting the foregoing, to the extent reasonably practicable and unless prohibited by applicable Law or by the applicable governmental authority, the parties hereto agree to (i) give each other reasonable advance notice of all meetings and conference calls with any governmental authority relating to the Merger, (ii) give each other an opportunity to participate in each of such meetings and conference calls, (iii) keep the other party reasonably apprised with respect to any oral communications with any governmental authority regarding the Merger, (iv) closely cooperate in the filing of any analyses, presentations, memoranda, briefs, arguments, opinions or other written communications explaining or defending the Merger, articulating any regulatory or competitive argument and/or responding to requests or objections made by any governmental authority, (v) provide each other with a reasonable advance opportunity to review and comment upon, and consider in good faith the views of the other with respect to, all written communications (including any analyses, presentations, memoranda, briefs, arguments and opinions) with a governmental authority regarding the Merger, (vi) provide each other (or counsel of each party, as appropriate) with copies of all written communications to or from any governmental authority relating to the Merger and (vii) closely cooperate and provide each other with a reasonable opportunity to participate in, and consider in good faith the views of the other regarding, all material deliberations with respect to all efforts to satisfy the conditions set forth in Section 7.1(b) and Section 7.1(c) of the Merger Agreement. Any such disclosures, rights to participate or provisions of information by one party to the other may be made on a counsel-only basis to the extent required under applicable law or to remove references concerning the valuation of the NextGen or confidential competitively sensitive business information of the NextGen. Notwithstanding the foregoing, Parent, Merger Sub and Nextgen shall cooperate with one another to devise and implement the strategy and timing for obtaining any consents required or sought from any governmental authority in connection with the Merger and each of the other transactions contemplated by the Merger Agreement; provided, that such strategy shall be designed to obtain such consents as promptly as reasonably practicable but in no event later than five (5) business days prior to the Termination Date.

Parent and the surviving corporation must (and Parent is required to cause the surviving corporation to) (i) honor and fulfill in all respects the obligations of NextGen under (a) certain indemnification agreements entered into between NextGen, on the one hand, and any of its current and former officers and directors and any person who becomes a director or officer of NextGen, on the other hand and (b) certain indemnification agreements entered into between NextGen or any corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, on the one hand, and any person serving or who served as a director, officer, member, trustee or fiduciary of any of the foregoing at the request of NextGen, in each case, prior to the Effective Time, on the other hand ((a) and (b) collectively, the “Indemnified Persons”), and (c) the indemnification, expense advancement and exculpation provisions in the certificate of incorporation or bylaws in effect on the date of the Merger Agreement, and (ii) during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, to the fullest extent permitted by applicable law, indemnify and hold harmless each Indemnified Person against any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement of or in connection with any threatened or actual action, suit, claim, proceeding, investigation, arbitration or inquiry, whether civil, criminal, administrative or investigative (each an “Indemnified Proceeding”) to the extent such Indemnified Proceeding arises directly or indirectly out of or pertains or relates directly or indirectly to (a) any action or omission or alleged action or omission in such Indemnified Person’s capacity as a director, officer, employee or agent of NextGen or other affiliates (including as a fiduciary with respect to any employment benefit plan) or by reason of the fact that such Indemnified Person is or was serving as a director, officer, employee or agent of NextGen or its affiliates or at the request of NextGen as such (including as a fiduciary with respect to any employee benefit plan) of another person (regardless, in each case, of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time), (b) any of the transactions contemplated by the Merger Agreement or (c) the enforcement of any of the rights of such Indemnified Person (or his or her heirs or legal representatives) under the Merger Agreement. In addition, for six years after the Effective Time, the surviving corporation is required to (and Parent shall cause the surviving corporation to) cause the certificate of incorporation and bylaws of the surviving corporation to contain provisions with respect to indemnification, exculpation and advancement of expenses that are no less favorable to the Indemnified Persons than the corresponding provisions in the certificate of incorporation and bylaws of the Company as of the date of the Merger Agreement, and during such six-year period, such provisions cannot be repealed, amended or otherwise modified in any manner adverse to such Indemnified Persons, except as required by applicable law.

For six years after the Effective Time and to the fullest extent permitted by applicable law, Parent and the surviving corporation shall (and Parent shall cause the surviving corporation to) advance, prior to the final disposition of any Indemnified Proceeding for which indemnification may be sought under the Merger Agreement, promptly following request by an Indemnified Person therefor, all costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses) incurred by such Indemnified Person in connection with any such Indemnified Proceeding upon receipt of an undertaking by such Indemnified Person, to the extent required by law, to repay such advances if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such Indemnified Person is not entitled to indemnification under the Merger Agreement.

For six years after the Effective Time, Parent is required to, and shall cause the surviving corporation to, maintain for the benefit of the directors and officers of NextGen, as of the date of the Merger Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (“D&O Insurance”) that is substantially equivalent to and in any event provides coverage not less favorable to the insured persons than. NextGen’s equivalent insurance policies in effect as of the date of the Merger Agreement. However, in no event will the surviving corporation be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium amount paid by NextGen prior to the date of the Merger Agreement. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained by NextGen prior to the Effective Time. The surviving corporation will (and Parent shall cause the surviving corporation to) maintain the D&O Insurance “tail” policy in full force and effect and continue to honor their respective obligations thereunder for six years after the Effective Time.

If any Indemnified Person notifies the surviving corporation on or prior to the sixth anniversary of the Effective Time that a claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) has been made against such Indemnified Person, the indemnification provisions of the Merger Agreement shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation.

In the event that Parent or the surviving corporation (or any of its successor or assigns) consolidates with or merges into any other person and is not the continuing entity of such consolidation or merger, or engages in any division transaction or transfers, conveys or otherwise disposes of all or substantially all of its properties and assets to any person, then, in each case, proper provision shall be made so that the successors and assigns of Parent and the surviving corporation shall assume all of the obligations set forth in the indemnification section of the Merger Agreement.

The Merger Agreement contains additional agreements among NextGen, Parent and Merger Sub relating to, among other matters:

The respective obligations of NextGen, Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any and all of which may be waived in whole or in part by the mutual consent of Parent, Merger Sub and NextGen, to the extent permitted by applicable law:

The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any and all of which may be waived in whole or in part by the mutual consent of Parent and Merger Sub, to the extent permitted by applicable law:

The obligations of NextGen to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any and all of which may be waived in whole or in part by the Company, to the extent permitted by applicable law:

The Merger Agreement may be terminated and the transactions contemplated thereby may be abandoned at any time prior to the Effective Time as follows:

Any party terminating the Merger Agreement pursuant to the foregoing shall give prompt written notice of such termination to the other party or parties to the Merger Agreement, as applicable.

NextGen must pay to Parent the NextGen Termination Fee by wire transfer of immediately available funds to an account or accounts designated in writing by Parent in the event that:

Parent must pay to NextGen the Parent Termination Fee by wire transfer of immediately available funds to an account or accounts designed in writing by NextGen in the event that:

In no event shall either party be required to pay the NextGen Termination Fee or the Parent Termination Fee, as applicable, on more than one occasion, whether or not the applicable termination fee would be payable under more than one provision of the Merger Agreement at the same or at different times.

The Merger Agreement further provides that in the event NextGen or Parent fails to pay any termination fee that becomes due pursuant to, and within the time frame provided in, the Merger Agreement, and NextGen or Parent commences a legal proceeding resulting in a judgment against NextGen or Parent, as applicable, for any portion of the fees or expenses due, NextGen or Parent, as applicable, will be required to pay to NextGen or Parent, as applicable, its reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) in prosecuting such legal proceeding, together with interest on the amount of the applicable termination fee for the date such payment was required to be made until the date that payment was actually received.

Other than in the case or fraud or a willful breach of the Merger Agreement, any termination fee payable by NextGen or Parent will be the sole and exclusive remedy of NextGen, Parent, and Merger Sub, and their related parties, as applicable. In the event Parent receives the NextGen Termination Fee in circumstances in which it is payable by NextGen, NextGen will have no further liability to Parent or Merger Sub under the Merger Agreement except in certain limited circumstances. Similarly, if NextGen receives the Parent Termination Fee in circumstances in which it is payable by Parent, Parent will have no further liability to NextGen under the Merger Agreement except in certain limited circumstances.

Except as otherwise described above or provided in the Merger Agreement, whether or not the Merger is consummated, NextGen, Parent and Merger Sub are each responsible for all of their respective costs and expenses incurred in connection with the Merger and the transactions contemplated by the Merger Agreement.

The parties to the Merger Agreement are entitled (in addition to any other remedy to which they may be entitled in law or equity) to seek an injunction to prevent breaches of the Merger Agreement and to seek to enforce specifically the terms and provisions of the Merger Agreement.

Any provision of the Merger Agreement may be amended or waived prior to the Effective Time if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to the Merger Agreement; provided, however, that any amendment following the receipt of the approval of the holders of a majority of the Company Shares for which further approval of the Company Stockholders is required under the DGCL shall be subject to the same votes required to obtain approval of the holders of a majority of the Company Shares or, in the case of a waiver, by each party against whom the waiver is to be effective.

The Merger Agreement, including any claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to the Merger Agreement, or the negotiation, execution or performance thereof or the transactions contemplated thereby, is governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Any action or lawsuit seeking to enforce any provision of, or based on any matter arising out of or in connection with, the Merger Agreement or the transactions contemplated thereby (whether brought by any party or any of its affiliates or against any party or any of its affiliates) is required to be brought in the Delaware Court of Chancery or, if such court does not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court.

We are asking you to approve a proposal to adopt the Merger Agreement, which we refer to as the “Merger Proposal.” For a detailed discussion of the terms and conditions of the Merger Agreement, see “The Merger Agreement” beginning on page 71 of this proxy statement. A copy of the Merger Agreement is attached to this proxy statement as Annex A. See also “The Merger” beginning on page 34 of this proxy statement.

As described under “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page 43 of this proxy statement, after considering various factors described in such section, the Board has unanimously determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of, NextGen and our stockholders. The Board has unanimously approved and declared advisable the execution and delivery by NextGen of the Merger Agreement and the other transactions contemplated thereby upon the terms and subject to the conditions contained therein, and the Board unanimously recommends that you vote “FOR” the Merger Proposal.

Under Delaware law, approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding Company Shares entitled to vote thereon as of the Record Date. Each Company Share issued and outstanding as of the close of business on the Record Date is entitled to one vote at the Special Meeting. If a stockholder signs and returns a proxy and does not indicate how he, she or it wishes to vote on the Merger Proposal, such stockholder’s Company Shares will be voted in favor of the Merger Proposal.

Abstentions and broker non-votes, if any, will have the same effect as a vote “AGAINST” the Merger Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE MERGER PROPOSAL.

As required by Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, NextGen is required to submit a proposal to NextGen stockholders for a non-binding, advisory vote to approve certain compensation that may be paid or become payable to the named executive officers of NextGen that is based on or otherwise relates to the Merger, as determined in accordance with Item 402(t) of Regulation S-K. This compensation is summarized in the table set forth below, including the footnotes to the table. This proposal is commonly known as a “say-on-golden parachute proposal,” and we refer to it as the “Merger Compensation Proposal.”

The information set forth in the table below is intended to comply with Item 402(t) of Regulation S-K, which requires disclosure of information about compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger, assuming the Merger is consummated on the latest practicable date prior to the filing of this proxy statement, October 4, 2023.

Please note that the amounts indicated below are estimates based on the material assumptions described in the assumptions and notes to the table below, which may or may not actually occur. Some of these assumptions are based on information currently available and, as a result, the actual amounts, if any, that may become payable to a named executive officer may differ in material respects from the amounts set forth below. For purposes of this disclosure, “single-trigger” refers to payments and benefits that arise solely as a result of the completion of the Merger and “double-trigger” refers to payments and benefits that require two conditions, which are the completion of the Merger and a qualifying termination of employment.

Furthermore, for purposes of calculating such amounts, we have assumed:

No amounts are reflected in the table below for Mr. Metcalfe as he separated from employment with NextGen on February 17, 2023, and did not receive and is not entitled to receive any payments or benefits required to be disclosed by Item 402(t) of Regulation S-K.