• 3070 Bristol Pike, Suite 112, Bensalem, PA 19020

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Veradigm, Inc.

RETAINER AGREEMENT














    By your signature below, you are acknowledging that you have agreed to be represented by the Law Offices of Howard G. Smith and such other co-counsel as it deems appropriate to associate with in an action against and certain of its officers and directors.

    You acknowledge that we have advised you that we have conducted a thorough investigation into the facts and circumstances surrounding the case and explained to you the claims which we intend to make against the Company. You authorize us to file a claim against the Company on your behalf based on the information that we provided to you. You understand that in order to prosecute this action you must retain at least some of your shares through the pendency of the litigation. You also agree to retain all documents related to your ownership of the stock through the pendency of the litigation.

    You understand that our firm is representing you on a contingent fee basis. This means we will not seek payment of any fees unless the lawsuit generates a recovery or benefit for you. You understand that amount of the fees that we receive will be decided by the Court based on an amount that the Judge decides is fair.

    You understand that we will advance all costs and expenses that we deem necessary to pursue an appropriate recovery in this suit. If the lawsuit generates a recovery, we will apply to the Court to have our costs and expenses reimbursed from the recovery after attorneys’ fees have been paid. If there is no recovery, you will not be responsible for any costs.

    In the course of the lawsuit, we may retain and/or work with other law firms, in which case, we would divide any legal fees we receive with such other firms. You agree that we may divide fees with other attorneys in any manner we choose. You understand that the division of fees with other counsel is our sole responsibility and will not increase the fees to you.

    You understand that if we determine at any time that the prosecution of these claims is not feasible or is contrary to justice or the standards of good faith then we are entitled to withdraw from the representation in the action.

    Any claims related to this Agreement shall be resolved exclusively through binding arbitration.