Exhibit 10.1


 




AGREEMENT


 


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


 


ARTICLE
1

Definitions


 


Section
1.01. Defined Terms.


 


For purposes of this Agreement:


 


(a) “2013
Annual Meeting” shall mean the Company’s 2013 annual meeting of shareholders.


 


(b) “Affiliate”
or “Affiliates” shall have the same meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission
(the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).


 


(c) “Beneficial
Owner” or “Beneficial Ownership” shall have the same meanings as set forth in Rule 13d-3 promulgated by the SEC
under the Exchange Act.


 


(d) “Board”
shall mean the board of directors of the Company.


 


(e) “Bylaws”
shall have the meaning set forth in Section 2.01(a).


 


(f) “Clinton
Group Director Agreement” shall have the meaning set forth in Section 3.05.


 


(g) The
“Clinton Group Nominees” shall refer to James Christopher Malone, Peter M. Neupert and Morris Panner or their respective
Replacements, if applicable.


 


(h) “Early
Termination Date” shall mean the last date upon which a notice to the Company of nominations of persons for election to the
Board or the proposal of other business at an annual meeting would be considered timely under the Company’s then-current
Bylaws for the Company’s next annual meeting at which any of the Clinton Group nominees elected at the 2013 Annual Meeting
will not be nominated for reelection, subject to Section 3.02(b).


 


(i) “End
of Service” shall have the meaning set forth in Section 3.02(d).



    	1



    	



    

(j) “Group”
shall have the same meaning as set forth in Rule 13d-5 promulgated by the SEC under the Exchange Act.


 


(k) “Notice”
shall mean the Stockholder Notice of Intent to Present Proposals and Nominate Persons for Election as Directors at Quality Systems,
Inc.’s 2013 Annual Meeting dated June 13, 2013 delivered to the Company by Clinton Relational Opportunity Master Fund, L.P.


 


(l) “Person”
shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability or unlimited
liability company, joint venture, estate, trust, association, organization or other entity of any kind or nature.


 


(m) “Replacement”
shall have the meaning set forth in Section 3.02(c).


 


(n) “Securities
Act” shall mean the Securities Act of 1933, as amended.


 


(o) “Standstill
Period” shall mean the period from the effective date of this Agreement through the earlier of (i) the date that is 15 days
prior to the last date upon which a notice to the Company of nominations of persons for election to the Board or the proposal of
other business at an annual meeting of the Company would be considered timely under the Company’s then-current Bylaws for
the Company’s 2016 annual meeting of shareholders, (ii) the date that is 15 days prior to the Early Termination Date; and
(iii) material breach of this agreement by the Company not cured (if capable of being cured) within 15 days of receipt by the Company
of written notice from the Clinton Group specifying the nature of such material breach.


 


ARTICLE
2

Representations and Warranties


 


Section
2.01. Authority; Binding Agreement.


 


(a) The
Company hereby represents and warrants that this Agreement (i) has been duly authorized, executed and delivered by it, and is a
valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited
by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’
rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or
hereafter in effect, (ii) does not require the approval of the shareholders of the Company and (iii) does not violate any law,
any order of any court or other agency of government, the Articles of Incorporation of the Company as currently in effect or the
bylaws of the Company as currently in effect (the “Bylaws”) or any provision of any indenture, agreement or
other instrument to which the Company or any of its properties or assets is bound, or conflict with, result in a breach of or constitute
(with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument, or result in the
creation or imposition of, or give rise to, any lien, charge, restriction, claim, encumbrance or adverse penalty of any nature
whatsoever pursuant to any such indenture, agreement or other instrument except to the extent with respect to this Section



    	2



    	



    

2.01(a)(iii), such breach, default,
lien, charge, restriction, claim, encumbrance or penalty would not materially and adversely affect the ability of the Company to
perform its obligations under this Agreement.


 


(b) Each
of the Clinton Shareholders represents and warrants that this Agreement (i) has been duly authorized, executed and delivered by
such Clinton Shareholder, and is a valid and binding obligation of such Clinton Shareholder, enforceable against such Clinton Shareholder
in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium,
and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered
in a proceeding in equity or at law), in each case now or hereafter in effect, (ii) does not require approval by any owners or
holders of any equity interest in such Clinton Shareholder (except as has already been obtained) and (iii) does not and will not
violate any law, any order of any court or other agency of government, the charter or other organizational documents of such Clinton
Shareholder as currently in effect or any provision of any agreement or other instrument to which such Clinton Shareholder or any
of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or
both) a default under any such agreement or other instrument, or result in the creation or imposition of, or give rise to, any
lien, charge, restriction, claim, encumbrance or adverse penalty of any nature whatsoever pursuant to any such agreement or instrument
except to the extent with respect to this Section 2.01(b)(iii), such breach, default, lien, charge, restriction, claim, encumbrance
or penalty would not materially and adversely affect on the ability of each such Clinton Shareholder to perform its obligations
under this Agreement.


 


Section
2.02. Beneficial Ownership.


 


The Clinton Group represents that it is the
Beneficial Owner of 552,556 shares of the Company’s common stock as of the effective date of this Agreement.


 


ARTICLE
3

Covenants


 


Section
3.01. 2013 Annual Meeting.


 


(a) As
soon as practicable following the execution and delivery of this Agreement (but in no event later than the issuance of the Press
Release referred to in Section 3.07), the Clinton Group and its Affiliates agree to (i) immediately and permanently withdraw all
proposals and nominations previously made with respect to the 2013 Annual Meeting and immediately and permanently terminate its
efforts to solicit proxies for the 2013 Annual Meeting, (ii) not bring any shareholder proposals before the 2013 Annual Meeting
(including the proposals to amend the Company’s Bylaws described in the Notice) and (iii) cause all voting securities of
the Company of which the Clinton Group and its Affiliates are the Beneficial Owners to be voted in favor of the Board’s slate
of nominees (subject to Section 3.02(a)(i)), to approve the Company’s compensation of named executive officers and to ratify
the appointment of



    	3



    	



    

PricewaterhouseCoopers LLP at the
2013 Annual Meeting (in each case, including any adjournments or postponements thereof).


 


(b) The
Company agrees to use its reasonable best efforts to hold the 2013 Annual Meeting on August 15, 2013 or as soon as reasonably practicable
thereafter.


 


Section
3.02. Board Nominee Composition.


 


(a) The
Company agrees:


 


(i) To
include the Clinton Group Nominees or their Replacements in the Board’s slate of nine nominees for election as directors
of the Company at the 2013 Annual Meeting, with terms expiring at the 2014 Annual Meeting.


 


(ii) To
use its reasonable efforts to cause the election of the Clinton Group Nominees or their Replacements to the Board at the 2013 Annual
Meeting (including recommending that the Company’s shareholders vote in favor of the election of the Clinton Group Nominees,
soliciting proxies in favor of such election and otherwise supporting them for election in a manner no less rigorous and favorable
than the manner in which the Company supports the Company’s other nominees in the aggregate).


 


(iii) To
give the Clinton Group notice of its intent not to nominate for reelection any of the Clinton Group Nominees then serving on the
Board at least 20 days prior to the Early Termination Date.


 


(b) For
purposes of this Agreement, if the Board does not nominate any Clinton Group Nominee then serving on the Board for reelection to
the Board during the Standstill Period, such Clinton Group Nominee will be deemed to be nominated for reelection to the Board for
each of the Company’s annual meetings of shareholders for purposes of Section 1.01(h) and Section 3.02(a)(iii) if such Clinton
Group Nominee:


 


(i) resigns,
is removed for cause pursuant to Section 302 of the California Corporations Code, or ceases to serve on the Board for reason of
death or disability prior to the expiration of such nominee’s term or gives written notice to the Company that he declines
to stand for reelection, including, without limitation, as contemplated under Section 3.02(c) or Section 3.02(d);


 


(ii) fails
to execute his Clinton Group Director Nominee Agreement within seven days of the date of this Agreement or commits
a material breach of his Clinton Group Director Agreement, not cured (if capable of being cured) within 15 days of receipt by such
Clinton Group Nominee of written notice from the Company specifying the nature of such material breach;


 


(iii) commits
a material breach of either (A) the Company’s written corporate governance polices or other written policies or procedures
applicable to non-management directors generally in effect as of the date of this Agreement (copies of which have been provided
to the Clinton Group Nominees by the Company) or (B) any other such policies applicable to non-management directors



    	4



    	



    

which may be adopted by the
Board or a committee thereof in good faith and not for the purpose of discriminating against the Clinton Group Nominees from time
to time after the date of this Agreement, which material breach is not cured (if capable of being cured) within 15 days of receipt
by such Clinton Group Nominee of written notice from the Company specifying the nature of such material breach; or


 


(iv) is
not nominated for reelection to the Board after a material breach of this Agreement by the Clinton Group not cured (if capable
of being cured) within 15 days of receipt by the Clinton Group of written notice from the Company specifying the nature of such
material breach.


 


(c) To
the extent a Clinton Group Nominee is unable to serve as a nominee for election as director at the 2013 Annual Meeting, for any
reason not intended to circumvent the intent of the parties in entering this Agreement, the Clinton Group will select a replacement
nominee, subject to the reasonable approval of the Board, who shall serve as the nominee for election as director in lieu of the
Clinton Group Nominee who is unable to so serve (each, a “Replacement”).


 


(d) If
at any time after the 2013 Annual Meeting, a Clinton Group Nominee resigns from the Board or is removed from the Board or is otherwise
unable to serve on the Board (each, an “End of Service”), this Agreement shall in no way restrict the Company
from filling or not filling a vacancy on the Board resulting from an End of Service in accordance with the procedures set forth
in the Company’s Bylaws.


 


(e) At
any time, for any reason or for no reason, any Clinton Group Nominee may immediately resign from the Board by providing written
notice to the Chairman of the Board.


 


Section
3.03. Transaction Committee.


 


(a) 
At the Company’s organizational Board meeting following the election of one or more Clinton Group Nominees to the Board at
the 2013 Annual Meeting, the Board will appoint two of the Clinton Group Nominees that are elected at the 2013 Annual Meeting to
the Company’s standing Transaction Committee to be two of the five members of such Committee.


 


(b) The
Transaction Committee will be recharged at its Organizational Board Meeting to, among other things, undertake a new, fair and objective
evaluation of the Company’s strategy, direction and alternatives. The Transaction Committee may make recommendations to the
Board but will not be authorized to enter into or agree to enter into any strategic transaction without the approval of the Board.
It is expected that the Transaction Committee will take prompt action to recommend to the Board the hiring of a suitable investment
banking firm or management consulting firm to assist the Transaction Committee in its evaluation. The Transaction Committee shall
endeavor to complete its preliminary review and to report to the Board its findings by November 30, 2013. The Transaction Committee
shall continue to serve at the pleasure of the Board;



    	5



    	



    

provided that during the Standstill
Period the Transaction Committee shall not be dissolved (other than the Transaction Committee’s annual reconstitution at
the Company’s organizational Board meeting following its annual shareholders’ meeting beginning with the annual meeting
in 2014), and the Clinton Group Nominees shall not be removed from the Transaction Committee, without the consent of a majority
of the Clinton Group Nominees elected at the 2013 Annual Meeting that are then-remaining on the Board.


 


Section
3.04. Other Committees. Subject to Section 3.03, the Board will select members of standing committees of the Board
from time to time following policies and procedures that are not designed or intended to discriminate, on the basis of a director’s
status as a Clinton Group Nominee, against the inclusion of one or more Clinton Group Nominees then serving on the Board.


 


Section
3.05. Agreements with Clinton Group Nominees. Prior to their nomination for election to the 2013 Annual Meeting,
each Clinton Group Nominee shall complete the Company’s standard director questionnaire and shall enter into a fiduciary
duty and non-disclosure agreement in the form annexed hereto in which each Clinton Group Nominee will, among other things, acknowledge
their duties to the Company (each, a “Clinton Group Director Agreement”).


 


Section
3.06. Standstill Period.


 


(a) During
the Standstill Period and except as expressly provided otherwise in Section 3.01(a) regarding the 2013 Annual Meeting, at each
meeting of the Company’s shareholders (whether an annual or a special meeting), or with respect to each action by written
consent of the Company’s shareholders, the Clinton Group and its Affiliates will cause all of the voting securities of the
Company of which the Clinton Group and its Affiliates are the Beneficial Owners to (i) be present for quorum purposes, (ii) be
voted in favor of any and all directors nominated by the Board for election and (iii) be voted against (or abstain from voting
on) any proposal made by any of the Company’s shareholders that is not recommended by the Board and (x) that would amend
the Company’s Articles of Incorporation or Bylaws or (y) otherwise affects or influences the composition of or service on
the Board or any of its committees or any of the Board’s or any of its committees’ processes or procedures.


 


(b) At
all times during the Standstill Period, each Clinton Shareholder and its Affiliates shall not, directly or indirectly, alone or
with others, without the prior written consent of the Company:


 


(i) take
any action that may require it to file a Schedule 13D with the SEC in respect of the Company’s securities or make any such
filing voluntarily;


 


(ii) solicit,
or participate in or encourage any solicitation of, proxies (as such terms are defined in Rule 14a-1 promulgated under the Exchange
Act) with respect to any voting securities of the Company or become a participant in any contest relating to the election of directors
of the Company or other



    	6



    	



    

shareholder proposals (whether
made pursuant to Rule 14a-8 under the Exchange Act or otherwise) not recommended for approval by the Board;


 


(iii) vote
in favor of the removal of any director serving on the Board who has previously been nominated by the Board;


 


(iv) propose
or attempt to call a special meeting of shareholders;


 


(v) seek,
solicit support for, encourage or participate in (whether publicly or privately), any shareholder action without a meeting of the
shareholders of the Company that is not recommended for approval by the Board;


 


(vi) deposit
or maintain any voting securities of the Company in a voting trust or similar arrangement;


 


(vii) take
any action to form, join or in any way participate in any partnership, limited partnership, syndicate or other Group (other than
solely among members of the Clinton Group) with respect to the Company’s voting securities or otherwise act in concert with
any Person for the purpose of circumventing the provisions or purposes of this Agreement;


 


(viii) otherwise
act, individually or in concert with any Person, to seek to control, direct or influence the management, Board (or any individual
members thereof) or policies of the Company; provided that this Section 3.06(b)(viii) shall not prevent the Clinton Group from
speaking privately with members of the Board or management for the purpose of offering their suggestions or other input regarding
the Company;


 


(ix) encourage,
advise or influence any other person or assist any third party in so encouraging, assisting or influencing any Person with respect
to the giving or withholding of any proxy vote at any annual or special meeting of shareholders in opposition to any nominee on
the Company’s slate of nominees for election as directors of the Company or in opposition to the Board’s recommendation
for any other proposal brought before the meeting;


 


(x) finance
or offer to provide financing for an attempt by any Person to engage in any of the activities or actions prohibited or restricted
by the terms of this Agreement;


 


(xi) make
or in any way advance any request or proposal to amend, modify or waive any provision of this Agreement except in a nonpublic and
confidential manner which nonpublic and confidential request or proposal, if any, shall be accompanied by a written opinion of
counsel, to the effect that such proposal or request and the subject matter thereof, as so presented, does not require disclosure
by any party hereto, pursuant to the Securities Act or the Exchange Act or any rule or regulation promulgated thereunder;



    	7



    	



    

(xii) announce
an intention to do, solicit, assist, prompt, induce or attempt to induce others to do, any of the actions restricted or prohibited
under subparagraphs (i) through (xi) above;


 


Section
3.07. Public Announcement.


 


(a) The
public announcements made with respect to the parties’ entry into this Agreement or the description of the terms hereof and
relating to the Notice or the parties’ solicitation of proxies for the 2013 Annual Meeting shall be in the form annexed as
an exhibit hereto (the “Press Release”).


 


(b) During
the Standstill Period, each Clinton Shareholder shall refrain from making, causing to be made, or allowing any of its Affiliates
to make, any statement or announcement that criticizes or disparages, (a) the Company, its officers or its directors or other Affiliates
or any person who has served as an officer or director of the Company or (b) any action or inaction or matter taken or not taken
by the Company, any decision of the Board or the Company’s management or any discussion or consideration of the Board relating
to strategic transactions.


 


(c) During
the Standstill Period, the Company shall refrain from making or causing to be made, and shall use its reasonable best efforts to
cause its directors, officers and other Affiliates not to make, any statement or announcement that criticizes or disparages the
Clinton Group, any of the principals, directors, officers, trustees or managing members thereof or the Clinton Group Nominees.


 


(d) The
foregoing shall not prevent the making of any factual statement in any compelled testimony or production of information, either
by legal process, subpoena, or as part of a response to a request for information from any governmental authority with jurisdiction
over the party from whom information is sought, applicable listing requirements or otherwise legally required; provided that the
party from which such information is compelled shall, to the extent permitted by applicable law, provide the other party with prior
written notice of the making of such compelled disclosure promptly so that such other party may seek a protective order or other
appropriate remedy and/or waive compliance with the provisions of this Agreement. If such protective order or other remedy is denied,
and such party or any of its representatives are nonetheless legally compelled to disclose such information, such party or its
representative, as the case may be, will furnish only that portion of such information that is legally required, in the opinion
of counsel, and will exercise best efforts to obtain assurances that confidential treatment will be accorded to such information.


 


ARTICLE
4

Other Provisions


 


Section
4.01. Specific Enforcement; Special Remedy.


 


Each of the Company and each Clinton Shareholder
acknowledge and agree that the other party would be irreparably injured in the event that any provision of this



    	8



    	



    

Agreement is breached or not performed. Accordingly,
it is agreed that each party shall be entitled to temporary and permanent injunctive relief with respect to each and any breach
or purported repudiation of this Agreement by the other and to specifically enforce strict adherence to this Agreement and the
terms and provisions hereof against the other in any action instituted in a court of competent jurisdiction, in addition to any
other remedy which such aggrieved party may be entitled to obtain. Moreover, in the event of the breach of any of the provisions
of this Agreement, timeliness in obtaining relief is of the essence.


 


Section
4.02. Amendments.


 


Neither this Agreement nor any term hereof
may be changed, waived, discharged or terminated orally or in writing, except that any term of this Agreement may be amended by
a writing signed by the parties, and the observance of any such term may be waived (either generally or in a particular instance
and either retroactively or prospectively) by a writing signed by the party against whom such waiver is to be asserted.


 


Section
4.03. Notices.


 


All notices and other communications provided
for or permitted hereunder shall be made by hand-delivery, prepaid first-class mail or facsimile:


 


(a) if
to the Company, to:


 


Quality Systems, Inc.


18111 Von Karman Avenue, Suite 700


Irvine, California 92612


Attention: General Counsel

Facsimile: (949) 769-5822


 


with copies to:



Davis Polk & Wardwell LLP

1600 El Camino Real

Menlo Park, California 94025

Attention: Julia Cowles

Facsimile: (650) 752-3607


 


and


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, New York 10022


Attention: Stephen Fraidin


Facsimile: (212) 446-4900



    	9



    	



    

and



Rutan & Tucker, LLP

611 Anton Boulevard, 14th Floor

Costa Mesa, California 92626

Attention: Thomas Crane

Facsimile: (714) 546-9035


 


(b) if
to any Clinton Stockholder, to:


 


The Clinton Group, Inc.

9 West 57th Street, 26th Floor

New York, NY 10019

Attention: Gregory Taxin

Facsimile: (212) 825-0084


 


With copies to:



Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

Attention: David Rosewater

Facsimile: (212) 593-5955


 


All such notices and communications shall
be deemed to have been duly given when delivered by hand, if personally delivered; two business days after being deposited in the
mail, postage prepaid, if mailed as aforesaid; when receipt acknowledged, if facsimiled. Any party from time to time may change
its address for the purpose of notices to that party by giving a similar notice specifying a new address, but no such notice shall
be deemed to have been given until it is actually received by the party sought to be charged with the contents thereof. Copies
delivered solely to outside counsel shall not constitute adequate notice.


 


Section
4.04. Successors and Assigns.


 


This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties. This Agreement may not be assigned by any Clinton Shareholder
without the prior written consent of the Company.


 


Section
4.05. No Third Party Beneficiaries.


 


Nothing expressed or mentioned in this Agreement
is intended or shall be construed to give any Person, other than the parties hereto and their respective successors and assigns,
any legal or equitable right, remedy or claim under or in respect of this Agreement and any conditions and provisions hereof being
intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and assigns,
and for the benefit of no other Person.



    	10



    	



    

Section
4.06. Counterparts.


 


This Agreement may be executed in any number
of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


 


Section
4.07. Headings.


 


The headings in this Agreement are for convenience
of reference only and shall not limit or otherwise affect the meaning hereof.


 


Section
4.08. Governing Law; Choice of Venue.


 


(a) This
Agreement shall be governed by and construed in accordance with the internal laws of the State of California applicable to agreements
made and to be performed within that state.


 


(b) Each
of the parties hereto: (i) consents to submit itself to the personal jurisdiction of the Federal and state courts located in the
State of California, Orange County, in the event any dispute arises out of this Agreement or the transactions contemplated by this
Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave
from any such court, (iii) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated
by this Agreement in any court other than the Federal and state courts located in the State of California, Orange County, and each
of the parties irrevocably waives the right to trial by jury and (iv) each of the parties irrevocably consents to service of process
by a reputable overnight mail delivery service, signature requested, to the address of such parties’ principal place of business
or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY,
INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH
STATE THAT WOULD COMPEL THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.


 


Section
4.09. Waiver; Remedies.


 


No delay on the part of any party hereto
in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any waiver on the part of any
party hereto of any right, power or privilege hereunder operate as a waiver of any other right, power or privilege hereunder, nor
shall any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof
or the exercise of any other right, power or privilege hereunder.


 


Section
4.10. Attorneys’ Fees.


 


In any action or proceeding brought to enforce
any provision of this Agreement, or where any provision hereof is validly asserted as a defense, the successful party shall



    	11



    	



    

be entitled to recover reasonable attorneys’
fees in addition to any other available remedy.


 


Section
4.11. Severability.


 


If at any time subsequent to the date hereof,
any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such
provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the
legality or enforceability of any other provision in this Agreement.


 


Section
4.12. Additional Parties.


 


Each party and its Affiliates, by its execution
of this Agreement, agrees that it is a party to, and bound by, all of the provisions of this Agreement.


 


Section
4.13. Fees and Expenses.


 


Neither the Company, on the one hand, nor
the Clinton Group, on the other hand, will be responsible for any fees or expenses of the other in connection with this Agreement;
provided that the Company will reimburse the Clinton Group for its reasonable and documented out-of-pocket expenses incurred by
it through the effective date of this Agreement in connection with its solicitation of proxies for the 2013 Annual Meeting up to
$100,000.00.


 


Section
4.14. Interpretation and Construction.


 


Each of the parties hereto acknowledges that
it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement,
and that it has executed the same with the advice of said independent counsel. Each party and its counsel cooperated and participated
in the drafting and preparation of this Agreement and the documents referred to herein, and any and all drafts relating thereto
exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by
reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of
any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived
by each of the parties hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events
of drafting or preparation.


 


Section
4.15. Entire Agreement.


 


This Agreement contains the entire understanding
of the parties with respect to the subject matter hereof.


 


[Signature Pages Follow]




    	12



    	



    

IN WITNESS WHEREOF, each of the parties hereto
has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above
written.


 


	 	QUALITY SYSTEMS, INC.	 
	 	 	 
	 	By:	/s/ Jocelyn Leavitt	 
	 	 	Name: Jocelyn Leavitt	 
	 	 	Title: EVP, General Counsel & Secretary	 



 


[Signature Page to Clinton Agreement]



    	 



    	



    

IN WITNESS WHEREOF, each of the parties hereto
has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above
written.


 


	 	CLINTON RELATIONAL OPPORTUNITY MASTER FUND, L.P.
	 	 
	 	By:	Clinton Relational Opportunity, LLC,

its investment manager	 
	 	 	 	 
	 	By:	/s/ John Hall	 
	 	 	Name: John Hall	 
	 	 	Title:   Authorized Signatory	 



 


	 	CLINTON SPOTLIGHT MASTER FUND, L.P.
	 	 
	 	By:	Clinton Group, Inc.,

its investment manager	 
	 	 	 	 
	 	By:	/s/ John Hall	 
	 	 	Name: John Hall	 
	 	 	Title:   Authorized Signatory	 



 


	 	CLINTON RELATIONAL OPPORTUNITY, LLC
	 	 
	 	 	 	 
	 	By:	/s/ John Hall	 
	 	 	Name: John Hall	 
	 	 	Title:   Authorized Signatory	 



 


[Signature Page to Clinton Agreement]



    	 



    	



    

IN WITNESS WHEREOF, each of the parties hereto
has executed this Agreement, or caused the same to be executed by its duly authorized representative as of the date first above
written.


 


	 	CLINTON GROUP, INC.	 
	 	 	 
	 	By:	/s/ John Hall	 
	 	 	Name: John Hall	 
	 	 	Title:   Authorized Signatory	 



 


	 	MR. GEORGE E. HALL	 
	 	 	 
	 	/s/ George E. Hall	 


 


[Signature Page to Clinton Agreement]


    	



	



    



Annex I 


 

Form of Press Release

 



QUALITY SYSTEMS TO NOMINATE NEW DIRECTORS
TO BOARD


 


Reaches Agreement With Clinton Group


 


IRVINE, Calif. – July 17, 2013 – Quality Systems,
Inc.(NASDAQ:QSII) today announced that it has reached an agreement with certain affiliates of Clinton Group, Inc. related
to the Quality Systems 2013 Annual Shareholders’ Meeting to be held on August 15, 2013. Shareholders of record as of June
17, 2013 are entitled to vote at the Annual Meeting.


 


Under the terms of the agreement, the Quality Systems Board of Directors
will consist of nine members and will include three of the Clinton Group’s nominees – James C. Malone, Peter M. Neupert
and Morris Panner – who will stand for election to the Board of Directors at the 2013 Annual Meeting. The composition of the Company’s existing Transactions Committee
will be modified to include Mr. Neupert and Mr. Panner among the five members and the Committee will undertake an objective evaluation
of the Company’s strategy, direction and alternatives. The remaining six seats on the Board will
consist of Quality Systems’ nominees, which the Company intends to disclose in an amended proxy filing with the Securities
and Exchange Commission.


 


The Clinton Group will also withdraw its slate of nominees and all
proposals concerning the amendment of the Company’s bylaws and will vote all of its shares in favor of each of the Board’s
nominees and all other Quality Systems proposals at the 2013 Annual Meeting. The Clinton Group has also agreed to observe certain
standstill provisions.


 


“Our Board and management team are committed to creating
value for all Quality Systems shareholders, and we are pleased to have worked constructively with the Clinton Group to
reach this agreement,” said Steven Plochocki, President and Chief Executive Officer of Quality Systems. “We
welcome the addition of James, Peter and Morris and look forward to their participation on the Board as we move ahead with the
execution of our strategy.”


 


“We are pleased to have reached a resolution with the
Company that we believe is in the best interests of Quality Systems shareholders,” said George Hall, Chief Executive
Officer of Clinton Group, Inc. “James, Peter and Morris are highly qualified candidates, and we believe their service
on the Quality Systems Board will contribute to the Company’s growth.”


 


About James C. Malone 


James C. Malone currently serves as Chief Financial Officer and
Executive Vice President of American Well Inc., a healthcare software company. He previously served as Chief Financial Officer
and as an executive director of Misys PLC and formerly held roles at The TriZetto Group, Inc., most recently as CFO. He has also
served as a director of Allscripts Healthcare Solutions, Inc.


 


About Peter M. Neupert 


Peter Neupert currently serves as an Operating Partner at Health
Evolution Partners, a private equity firm. Prior to that, Mr. Neupert served as Corporate Vice President of the Microsoft Health
Solutions Group. He previously served as the founding President and Chief Executive Officer and as a Chairman of drugstore.com.
He is currently a director of Laboratory Corporation of America Holdings. He has also been an active member of the Institute of
Medicine’s Roundtable on Value & Science−Driven Healthcare.  


 


About Morris Panner 


Morris Panner currently serves as Chief Executive Officer of DICOM
Grid, a cloud-based healthcare software company. Mr. Panner formerly served as Chairman of the Board of the Software Division of
the Software and Information Industry Association. He was also an Assistant United States Attorney.


 




    	 



    	 



    

 


About Quality Systems, Inc.


Irvine, Calif.-based Quality Systems, Inc. and its NextGen Healthcare
subsidiary develop and market computer-based practice management, electronic health records and revenue cycle management applications
as well as connectivity products and services for medical and dental group practices and small hospitals. Visit www.qsii.com
and www.nextgen.com for additional information.


 


IMPORTANT ADDITIONAL INFORMATION REGARDING THE PROXY SOLICITATION


On July 15, 2013, the Company filed its definitive proxy statement
(the “Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) in connection with its
2013 Annual Shareholders’ Meeting and began the process of mailing the Proxy Statement to its shareholders, together with
a WHITE proxy card. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION.
Shareholders may obtain the Proxy Statement, any amendments or supplements thereto and other documents filed by the Company with
the SEC for free from the SEC’s website at www.sec.gov. Copies of the Proxy Statement and any amendments and supplements
thereto will be provided for free by contacting the Company’s proxy solicitor, MacKenzie Partners, Inc. at (800) 322-2885
toll-free or by email at proxy@mackenziepartners.com.


 


IMPORTANT ADDITIONAL INFORMATION REGARDING PARTICIPANTS


The Company and its directors, director nominees and non-director
executive officers may be deemed to be participants in the solicitation of proxies in connection with the Company’s upcoming
2013 Annual Shareholders’ Meeting. Information about the Company’s directors, director nominees and non-director executive
officers and their ownership of the Company’s securities is available in the Proxy Statement.


 


CAUTION CONCERNING FORWARD LOOKING STATEMENTS


Statements made in this document, the proxy statements to be filed
with the SEC, communications to shareholders, press releases and oral statements made by the Company’s representatives that
are not historical in nature, or that state the Company’s intentions, hopes, beliefs, expectations or predictions of the
future, may constitute “forward-looking statements” within the meaning of Section 21E of the Securities and Exchange
Act of 1934, as amended. Forward-looking statements can often be identified by the use of forward-looking language, such as “could,”
“should,” “will,” “will be,” “will lead,” “will assist,” “intended,”
“continue,” “believe,” “may,” “ expect,” “hope,” “anticipate,”
“goal,” “forecast,” “plan,” or “estimate” or variations thereof or similar expressions.
Forward-looking statements are not guarantees of future performance. These forward-looking statements may include, without limitation,
discussions of the Company’s product development plans, business strategies, future operations, financial condition and prospects,
developments in and the impacts of government regulation and legislation and market factors influencing the Company’s results.


 


Forward-looking statements involve risks, uncertainties and assumptions.
It is important to note that any such performance and actual results, financial condition or business, could differ materially
from those expressed in such forward-looking statements. Factors that could cause or contribute to such differences include, but
are not limited to, the risk factors discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K
(the “Annual Report”) for the fiscal year ended March 31, 2013, as well as factors discussed elsewhere in this and
other reports and documents that we file with the SEC. Other unforeseen factors not identified herein could also have such an effect.
We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated
events or changes in future operating results, financial condition or business over time unless required by law. Interested persons
are urged to review the risks described under “Risk Factors” and in “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” in the Annual Report as well as in the Company’s other public disclosures
and filings with the SEC.


 



    	 



    	 



    

CONTACTS:


 


Media


Susan J. Lewis


Quality Systems, Inc.


303-804-0494

slewis@qsii.com


 


Andy Brimmer / Eric Brielmann / Nick Lamplough


Joele Frank, Wilkinson Brimmer Katcher


212-355-4449


 


Investors


Dan Burch / Larry Dennedy


MacKenzie Partners, Inc.


212-929-5900


 


 


 











    	



	



    
Annex II


 


Form of Clinton Group Director Agreement




    	 



    	



    

_________, 2013


[Director]

[Address]


CLINTON
GROUP DIRECTOR AGREEMENT


We understand that
you wish to be a nominee for election as a director of Quality Systems, Inc. (the “Company”). You hereby make the following
representations and agreements:

 


1.                 
You represent that, if elected as a Director of the Company, you would be in compliance with the Company’s written
corporate governance polices or other written policies or procedures applicable to non-management directors generally in effect
as of July 16, 2013 (copies of which have been provided to you by the Company). You also agree to remain in compliance with all
such policies and guidelines, as well as any other such policies or guidelines applicable to non-management Directors, which may
be adopted by the Board or a committee thereof in good faith and not for the purpose of discriminating against you from time to
time after July 16, 2013, as long as you remain a Director of the Company or, to the extent that provisions of such policies and
guidelines impose obligations beyond your tenure as a Director, until the termination of those obligations.


 

2.                 
  You represent that you are not, and agree that you will not, become a party to any agreement, arrangement, or understanding
  with, and have not given, and will not give, any commitment or assurance to, any person or entity as to how you, if you are elected
  as a Director, will act or vote on any issue or question in your capacity as a Director (a “Voting Commitment”) that
  has not been disclosed to the Board of Directors.


 

3.                 
  You represent that you are not, and agree that you will not, become a party to any Voting Commitment that could limit or
  interfere with your ability to comply with your duties as a Director under all applicable laws, if you are elected as a Director.


 

4.                 
  You represent that you are not, and agree that you will not, become a party to any agreement, arrangement or understanding
  with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification
  in connection with your service or action as a Director, if you are elected as a Director, and you have not, and will not, receive
    any such compensation, other payment or other benefit or right from any person or entity other than the Company, in each case in
    connection with candidacy or service as a Director.


 

5.                 
  You agree that you will treat as confidential in accordance with this agreement (a) all information (including, without
  limitation, oral, written and electronic information) provided to you by or on behalf of the Company or any of its Representatives
  (as defined below); (b) any other information about the Company that comes to you, from whatever source, in your capacity as a
  Director; and (c) the content, nature, and extent of any communications relating to the Company and involving members of the Company’s
  Board of Directors, including information regarding deliberations and discussions among Directors (in their capacity as such) and
  the status 


	 



	



    
 

thereof (herein collectively referred to as the “Confidential Information”). The term “Confidential
  Information” does not include information that is or becomes available to the public other than as a result of a disclosure
  by you.


 

As used in this agreement,
  the term “Representatives” shall mean the Company’s other directors, employees of the Company, and any independent
  accountants, legal counsel, consultants, and financial and other advisors retained by the Company.


 

As used in this agreement,
  the term “person” shall be broadly interpreted to include the media and any corporation, partnership, group, individual
  or other entity.


 

6.                 
  (a) You agree to keep the Confidential Information confidential in accordance with the terms of this agreement or any
  other policies or procedures of the Company applicable to Directors. You agree that the Confidential Information will be used by
  you solely for the purpose of carrying out your fiduciary duties as a Director (if you are elected as a Director) and that you
  will not use any Confidential Information for your personal benefit or for the benefit of persons or entities other than the Company
  and its shareholders generally. You agree that you will not disclose Confidential Information to any other person except as required
  by law, regulation or legal or judicial process (and subject to compliance with subparagraph (b) below); provided, however, that
  you may disclose Confidential Information when disclosure in each case is authorized by the Board, and you may disclose Confidential
  Information to other Representatives of the Company who need to know such Confidential Information.


 

(b) In the event
  that you are required by applicable law, regulation or legal or judicial process (including, without limitation, by deposition,
  interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any Confidential Information,
  you will provide the Company with prompt prior written notice of such requirement to the extent not prohibited by law in order
  to enable the Company to seek an appropriate protective order or other remedy at its expense, and you will consult and cooperate
  with the Company to the extent permitted by law with respect to taking steps to resist or narrow the scope of such requirement
  or legal process. If a protective order or other remedy is not obtained, the terms of this agreement are not waived by the Company
  and disclosure of Confidential Information is legally required, you will (a) disclose such information only to the extent required
  in the opinion of your counsel and (b) give advance notice to the Company of the information to be disclosed as far in advance
  as is practicable. In any such event, you will use reasonable efforts to ensure that all Confidential Information that is so disclosed
  will be accorded confidential treatment.


 

(c) The Company will
  adopt a confidentiality policy (the “Policy”) applicable to all Directors no later than promptly following the Company’s
  2013 annual meeting of shareholders that includes substantially the same confidentiality obligations as set forth in Section 5,
  this Section 6 and Section 8 of this agreement. Upon adoption of the Policy, the confidentiality obligations as set forth in Section
  5, this Section 6 and Section 8 of this agreement shall terminate, and you shall be subject to the Policy in lieu thereof.


 

7.                 
  You recognize that should you be elected as a Director all of your activities and decisions as a Director will be governed
  by applicable law and subject to your fiduciary duties, 


    	2



	



    
 

as applicable, to the Company and to the shareholders of the Company and,
  as a result, that there is, and can be, no agreement between you and Clinton Relational Opportunity Master Fund, L.P., Clinton
  Spotlight Master Fund, L.P., Clinton Relational Opportunity, LLC, Clinton Group, Inc. and/or Mr. George E. Hall (collectively,
  the “Clinton Group”) or any of the Clinton Group’s affiliates that governs the decisions which you will make
  as a Director of the Company.


 

8.                 
  If you are elected as a Director and cease to be a Director, as a result of resignation, removal or otherwise, and if requested
  by the Company, in its sole discretion, you shall promptly, at the Company’s sole option, destroy (and shall certify such
  destruction in writing to the Company) or redeliver to the Company all written, electronic or other tangible Confidential Information
  (whether prepared by the Company, its Representatives or otherwise on the Company’s behalf or by you or otherwise on your
  behalf) and will not retain any copies, summaries, analyses, compilations, reports, extracts or other reproductions of such written,
  electronic or other tangible material or any other materials in written, electronic or other tangible format to the extent based
  on, reflecting or containing Confidential Information, in your possession or under your custody. Notwithstanding such return, destruction,
  deletion or erasure, all Confidential Information will continue to be held confidential by you pursuant to the terms of this agreement.


 

9.                 
  You acknowledge and agree that the Company and its subsidiaries would be irreparably injured by a breach of this agreement
  by you and that monetary remedies would be inadequate to protect the Company or its subsidiaries against any actual or threatened
  breach of this agreement by you. Accordingly, you agree that the Company shall be entitled to seek an injunction or injunctions
  (without the proof of actual damages) to prevent breaches or threatened breaches of this agreement and/or to compel specific performance
  of this agreement, and that neither you nor anyone acting on your behalf, shall oppose the granting of such relief. You also agree
  that you shall waive any requirement for the security or posting of any bond in connection with any such remedy. Such remedies
  shall not be deemed to be the exclusive remedy for actual or threatened breaches of this agreement but shall be in addition to
  all other remedies available at law or in equity to the Company. You further agree that you will cooperate fully in any attempt
  by the Company in obtaining any remedy or relief, at law or in equity, for actual or threatened breaches of this agreement. You
  further acknowledge and agree that no failure or delay by the Company in exercising any right, power or privilege hereunder shall
  operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or
  the exercise of any other right, power or privilege hereunder.


 

10.             
  You acknowledge that your compliance with the provisions of this agreement is a condition to your service as a Director,
  if you are elected as a Director. Accordingly, you hereby submit your irrevocable resignation as a Director, if then serving as
  one, effective immediately upon a finding by a court of competent jurisdiction that you have breached this agreement in any material
  respect.


 

11.             
  If any provision of this agreement shall, for any reason, be adjudged by any court of competent jurisdiction to be invalid
  or unenforceable, such judgment shall not affect, impair or invalidate the remainder of this agreement but shall be confined in
  its operation to the provision of this agreement directly involved in the controversy in which such judgment shall have been rendered.



	3



	



    
 

12.             
  This agreement shall be governed by and construed in accordance with the internal laws of the State of California applicable
  to agreements made and to be performed within that state.


 

13.             
  Each of the parties hereto: (i) consents to submit itself to the personal jurisdiction of the Federal and state courts located
  in the State of California, Orange County, in the event any dispute arises out of this agreement or the transactions contemplated
  by this agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request
  for leave from any such court, (iii) agrees that it shall not bring any action relating to this agreement or the transactions contemplated
  by this agreement in any court other than the Federal and state courts located in the State of California, Orange County, and each
  of the parties irrevocably waives the right to trial by jury and (iv) each of the parties irrevocably consents to service of process
  by a reputable overnight mail delivery service, signature requested, to the address of such parties’ principal place of business
  or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY,
  INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH
  STATE THAT WOULD COMPEL THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.

 


14.             
  This agreement may be executed in counterparts (including via facsimile), each of which shall be deemed to be an original,
  but both of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been
  signed by each of the parties and delivered to the other party.

 


	 	QUALITY SYSTEMS, INC., on behalf of itself and

  its Board of Directors	 
	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 



 

AGREED AND ACKNOWLEDGED on this

  day of _________, 2013


	By:	 
	 	Name:


 



	4