MDRX Veradigm Inc (CE)

Exhibit 4.3

AMENDMENT NO. 2 TO STOCKHOLDER RIGHTS AGREEMENT

This Amendment No. 2 to Stockholder Rights Agreement (this “Amendment”) is made and entered into as of February 13, 2025, by and between Veradigm Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company, as rights agent (the “Rights Agent”), and amends that certain Stockholder Rights Agreement, dated as of February 26, 2024 (as amended as of May 10, 2024, the “Rights Agreement”), by and between the Company and the Rights Agent. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.

WHEREAS, the Board has determined it is in the best interests of the Company and its stockholders to amend the Rights Agreement as set forth herein;

WHEREAS, subject to certain limited exceptions, Section 27 of the Rights Agreement provides that the Company may, in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, amend any provision of the Rights Agreement in any respect without the approval of any holders of the Rights;

WHEREAS, this Amendment is permitted by Section 27 of the Rights Agreement; and

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company hereby directs that the Rights Agreement shall be amended as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:

Section 1. Amendment to Section 1. The definition of “Passive Investor” set forth in Section 1 of the Rights Agreement is hereby amended and restated in its entirety as follows:

“Passive Investor” shall mean a Person which (i) is the Beneficial Owner of shares of Common Stock and (ii) is entitled to file, and files, a statement on Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the Exchange Act Regulations with respect to such shares of Common Stock but only so long as (A) such Person is eligible to report such Person’s Beneficial Ownership of shares of Common Stock on Schedule 13G under the Exchange Act and (B) such Person does not hold shares of Common Stock on behalf of any other Person who is not (or if such other Person Beneficially Owned at least 5% (five percent) of the shares of Common Stock then outstanding, would not be) entitled to report Beneficial Ownership of shares of Common Stock on a statement on Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the Exchange Act Regulations. For the avoidance of doubt, a Person ceases to be a Passive Investor at the time such Person is no longer entitled to file a statement on Schedule 13G with respect to the shares of Common Stock Beneficially Owned by such Person regardless of the deadline for the filing of a statement on Schedule 13D with respect to such shares. Notwithstanding the foregoing, if a Person fails to satisfy the requirements set forth in clause (A) and (B) of this paragraph solely because such Person (or the Person on behalf of whom such Person holds shares of Common Stock), in response to any request of any director or officer of the Company (or any designee of any such director or officer), communicates or plans to communicate

privately with any such director, officer or designee, regarding Board composition or other matters, such Person shall continue to be deemed to be a Passive Investor for purposes of this Agreement (x) so long as such Person explicitly states in a Schedule 13D and each amendment thereto that such Person is filing on Schedule 13D solely because such Person believes such Person is no longer eligible to file a statement on Schedule 13G pursuant to Rule 13d-1(b) or Rule 13d-1(c) of the Exchange Act Regulations due to such Person’s (or the Person on behalf of whom such Person holds shares of Common Stock) having communicated or planning to communicate with any director or officer of the Company (or any designee of any such director or officer) as permitted by this sentence and (y) only if such communication does not include any nomination or threat to nominate any individual for election to the Board.

Section 2. Effective Date; Effect. This Amendment is effective as of the date first set forth above. Except as modified hereby, the Rights Agreement is reaffirmed in all respects, and all references therein to “the Agreement” shall mean the Rights Agreement, as modified hereby.

Section 3. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

Section 4. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. If any such excluded term, provision, covenant or restriction shall affect the rights, immunities, duties or obligations of the Rights Agent in an adverse manner, then the Rights Agent shall be entitled to resign immediately upon written notice to the Company.

Section 5. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually executed counterpart hereof.

Section 6. No Modification. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 7. Headings. The headings of the sections of this Amendment have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

Amendment No. 2 to Stockholder Rights Agreement

Exhibit 4.4

AMENDMENT NO. 3 TO STOCKHOLDER RIGHTS AGREEMENT

This Amendment No. 3 to Stockholder Rights Agreement (this “Amendment”) is made and entered into as of February 20, 2025, by and between Veradigm Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC, a Pennsylvania limited liability company, as rights agent (the “Rights Agent”), and amends that certain Stockholder Rights Agreement, dated as of February 26, 2024 (as amended as of May 10, 2024 and as of February 13, 2025, the “Rights Agreement”), by and between the Company and the Rights Agent. All capitalized terms used but not defined herein shall have the meanings given to such terms in the Rights Agreement.

WHEREAS, the Board has determined it is in the best interests of the Company and its stockholders to amend the Rights Agreement as set forth herein;

WHEREAS, subject to certain limited exceptions, Section 27 of the Rights Agreement provides that the Company may, in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, amend any provision of the Rights Agreement in any respect without the approval of any holders of the Rights;

WHEREAS, this Amendment is permitted by Section 27 of the Rights Agreement; and

WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company hereby directs that the Rights Agreement shall be amended as set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Rights Agent hereby agree as follows:

Section 1. Amendments to Section 7. Section 7 of the Rights Agreement is hereby amended as follows:

(a) Clause (a)(i) shall be removed and replaced with the following:

(i) the Close of Business on August 20, 2025 (the “Final Expiration Time”),

(b) Clause (b) shall be removed and replaced with the following:

The Exercise Price for each one one-thousandth of a share of Preferred Stock pursuant to the exercise of a Right shall initially be $32.00, and shall be subject to adjustment from time to time as provided in Section 11 and Section 13(a) and shall be payable in accordance with Section 7(c).

Section 2. Amendments to Exhibit B. Exhibit B to the Rights Agreement is hereby amended as follows:

(a) The reference to “FEBRUARY 26, 2025” on page B-1 shall be removed and replaced with “AUGUST 20, 2025.”

(b) The first two sentences on page B-2 shall be removed and replaced with the following:

This certifies that __________, or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Rights Agreement, dated as of February 26, 2024 (as amended as of May 10, 2024, as of February 13, 2025, as of February 20, 2025 and as further amended from time to time in accordance with its terms, the “Rights Agreement”), by and between Veradigm Inc., a Delaware corporation (the “Company”), and Broadridge Corporate Issuer Solutions, LLC, the rights agent (and any successor rights agent, the “Rights Agent”), to purchase from the Company at any time prior to 5:00 P.M. (New York City time) on August 20, 2025 at the office or offices of the Rights Agent designated for such purpose, or its successors as Rights Agent, one one-thousandth of a fully paid, non-assessable share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Stock”), of the Company, at an exercise price of $32.00 per one one-thousandth of a share (the “Exercise Price”), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate properly completed and duly executed. The number of Rights evidenced by this Rights Certificate (and the number of shares which may be purchased upon exercise thereof) set forth above, and the Exercise Price per share set forth above, are the number and Exercise Price as of February 20, 2025, based on the Preferred Stock as constituted at such date.

Section 3. Amendments to Exhibit C. Exhibit C to the Rights Agreement is hereby amended as follows:

(a) The second and third sentences of Exhibit C shall be removed and replaced with the following:

Each Right entitles its holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (“Preferred Stock”), of the Company at an exercise price of $32.00 per Right, subject to adjustment. The description and terms of the Rights are set forth in a stockholder rights agreement, dated as of February 26, 2024 (as amended as of May 10, 2024, as of February 13, 2025, as of February 20, 2025 and as further amended from time to time in accordance with its terms, the “Rights Agreement”), between the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent (and any successor rights agent, the “Rights Agent”).

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(b) The paragraph captioned “Expiration Time” on page C-3 shall be removed and replaced with the following:

Expiration Time. The Rights will expire on the earliest to occur of (a) the close of business on August 20, 2025 (the “Final Expiration Time”), (b) the time at which the Rights are redeemed or exchanged by the Company (as described below) or (c) upon the closing of any merger or other acquisition transaction involving the Company pursuant to a merger or other acquisition agreement that has been approved by the Board before any person or group becomes an Acquiring Person (the earliest of (a), (b) and (c) being herein referred to as the “Expiration Time”).

(c) The second paragraph under the caption “Flip-in Event” on page C-3 shall be removed and replaced with the following:

For example, at an exercise price of $32.00 per Right, each Right not owned by an Acquiring Person (or by certain related parties) following a Flip-in Event would entitle its holder to purchase $64.00 worth of Common Stock for $32.00. Assuming that Common Stock had a per share value of $8.00 at that time, the holder of each valid Right would be entitled to purchase eight (8) shares of Common Stock for $32.00.

(d) The paragraph captioned “Additional Information” on page C-5 shall be removed and replaced with the following:

Additional Information. A copy of the Rights Agreement has been filed with the Securities and Exchange Commission as exhibits to a registration statement on Form 8-A (Amendment No. 2) filed on February 20, 2025 and a current report on Form 8-K. A copy of the Rights Agreement is also available free of charge from the Company.

Section 4. Effective Date; Effect. This Amendment is effective as of the date first set forth above. Except as modified hereby, the Rights Agreement is reaffirmed in all respects, and all references therein to “the Agreement” shall mean the Rights Agreement, as modified hereby.

Section 5. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

Section 6. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated. If any such excluded term, provision, covenant or restriction shall affect the rights, immunities, duties or obligations of the Rights Agent in an adverse manner, then the Rights Agent shall be entitled to resign immediately upon written notice to the Company.

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Section 7. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other customary means of electronic transmission (e.g., “pdf”) shall be as effective as delivery of a manually executed counterpart hereof.

Section 8. No Modification. Except as expressly set forth herein, this Amendment shall not by implication or otherwise alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Rights Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect.

Section 9. Headings. The headings of the sections of this Amendment have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first written above.

Amendment No. 3 to Stockholder Rights Agreement

Exhibit 99.1

Veradigm Amends and Extends Stockholder Rights Plan

Chicago – February 20, 2025 – Veradigm^® (OTCMKTS: MDRX), a leading provider of healthcare data and technology solutions, today announced that its Board of Directors (the “Board”) has approved an amendment to extend the Company’s existing Stockholder Rights Plan (the “Rights Plan”).

The Rights Plan, adopted on February 26, 2024, was due to expire on February 26, 2025. Under the terms of the amendment to the Rights Plan, the scheduled expiration date of the Rights Plan has been extended to August 20, 2025. To reflect changes in the price of Company common stock since February 26, 2024, the amendment to the Rights Plan also updates the exercise price for the purchase of rights under the Rights Plan from $50.00 to $32.00.

The Board’s decision to extend the Rights Plan is based on its determination that many of the underlying risks and conditions that existed upon the initial adoption of the Rights Plan continue to be present, including (i) the ongoing audit of the Company’s 2022 financial statements, (ii) the fact that as a result of the 2022 audit and related restatement, the Company will not be current in its financial reporting for some time and (iii) the fact that Company common stock remains delisted and tracking an accumulation of shares is particularly challenging for unlisted shares. In addition, there has been a significant decline in the price of Company common stock since the Company announced the termination of the exploration of strategic alternatives.

As a result, the Board believes Veradigm and its stockholders remain vulnerable to rapid and significant accumulation of stock and derivative positions, as well as potential creeping acquisitions of actual or “de facto” control, whereby an investor could acquire a substantial percentage of outstanding shares of Company common stock prior to making any public disclosure regarding its control intent and without paying a control premium.

The Rights Plan was implemented to ensure that all Veradigm stockholders have the opportunity to realize the full potential value of their investment. By extending this protective measure, the Board seeks to safeguard stockholder interests by reducing the likelihood of any person’s or group’s obtaining control through open market accumulation or otherwise without appropriately compensating all stockholders. The Rights Plan does not prevent the Company from pursuing any offer that is fair and otherwise in the best interests of stockholders.

Further details about the Rights Plan, as amended, will be contained in a Current Report on Form 8-K to be filed by the Company with the Securities and Exchange Commission.

Sidley Austin LLP is serving as legal counsel and J.P. Morgan Securities LLC is serving as financial advisor to the Company.

For more information contact:

Investors:

Jenny Gelinas

312-506-1237

jenny.gelinas@veradigm.com

Media:

Concetta Rasiarmos

312-447-2466

concetta.rasiarmos@veradigm.com

About Veradigm^®

Veradigm is a healthcare technology company that drives value through its unique combination of platforms, data, expertise, connectivity, and scale. The Veradigm Network features a dynamic community of solutions and partners providing advanced insights, technology, and data-driven solutions for the healthcare provider, payer, and biopharma markets. For more information about how Veradigm is fulfilling its mission of Transforming Health, Insightfully, visit www.veradigm.com, or find Veradigm on LinkedIn, Facebook, Twitter, Instagram, and YouTube.

^© 2025 Veradigm LLC and/or its affiliates. All rights reserved. Cited marks are the property of Veradigm LLC and/or its affiliates. All other product or Company names are the property of their respective holders, all rights reserved.

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