UNITED STATES
                                   SECURITIES AND EXCHANGE COMMISSION
                                                 WASHINGTON, D.C. 20549


     DIVISION OF
CORPORATION FINANCE


                                                                  September 7,
2021

  By E-Mail

  Andrew M. Freedman, Esq.
  Olshan Frome Wolosky LLP
  1325 Avenue of the Americas
  New York, NY 10019

          Re:     NextGen Healthcare, Inc.
                  Revised Preliminary Proxy Statement filed by Sheldon Razin,
Lance E.
                         Rosenzweig, Kenneth H. Fearn, Jr., and Ruby Sharma
                  Filed on September 2, 2021
                  File No. 001-12537

  Dear Mr. Freedman:

          We have limited our review of the filing to those issues we have
addressed in our
  comments. In some of our comments, we may ask you to provide us with
information so we may
  better understand your disclosure.

         Please respond to this letter by amending your filings, by providing
the requested
  information, or by advising us when you will provide the requested response.
If you do not
  believe our comments apply to your facts and circumstances or do not believe
an amendment is
  appropriate, please tell us why in your response.

         After reviewing any amendment to your filings and the information you
provide in
  response to this comment, we may have additional comments.

  Revised Preliminary Proxy Statement

  1.      Please fill in the blanks in your document.

  Cover Letter

  2.      You must avoid issuing statements that directly or indirectly impugn
the character,
          integrity or personal reputation or make charges of illegal, improper
or immoral conduct
          without factual foundation. Please provide a factual foundation for
your disclosure in the
          last sentence of the fifth paragraph of this cover letter. In this
regard, note that the factual
          foundation for such assertion must be reasonable. Refer to Rule
14a-9.
 Andrew M. Freedman, Esq.
Olshan Frome Wolosky LLP
September 7, 2021
Page 2

3.     Refer to your disclosure that the election of Mr. Razin and Mr.
Rosenzweig would not be
       counted towards a change of control. Please tell us, with a view toward
revised disclosure,
       the basis for this statement.

4.     Please revise the second page of this letter to provide a reference to
the quoted language
       attributed to the company.

5.     We note your disclosure in the last paragraph on page ii that the board
will fill nine
       vacancies at the annual meeting rather than    hold a true election of
directors.    Please
       provide us with your legal analysis for the statement. It appears, in
fact, that the board will
       be composed of the nine nominees that receive the highest number of
votes at the annual
       meeting.

Cover Page

6.     Refer to the paragraph following the list of proposals. With a view
toward revised
       disclosure, please tell us what U.S. federal securities laws you believe
the company is
       violating in conducting the annual meeting and the reincorporation
proposal.

Background of the Solicitation, page 2

7.     Revise this section to describe the contents of the company   s letters
to you such that
       security holders are able to assess the company   s response to your
well-described letters
       to the company.

Reasons for the Solicitation, page 3

8.     Each statement or assertion of opinion or belief must be clearly
characterized as such,
       and a reasonable factual basis must exist for each such opinion or
belief. Support for
       opinions or beliefs should be self-evident, disclosed in the proxy
statement or provided to
       the staff on a supplemental basis. Provide support for the statements
that Mr. Margolis is
       an    imperial    chairman, that he has    established an
anti-shareholder culture that is
       exacerbating corporate dysfunction   and stifling organic growth.

9.     Revise the first paragraph on page 4 to clarify that Mr. Rosenzweig has
less than a third
       of the number of shares held by Mr. Margolis.

10.    Revise the last paragraph of page 4 to clarify whether the compensation
paid to Mr.
       Frantz in connection with his separation was part of his then-existing
compensation
       agreements and whether it had been approved by the board or its
compensation
       committee.

11.    Revise the first paragraph on page 5 to clarify that the company
currently has no debt on
       its balance sheet as filed in its most recent quarterly report on Form
10-Q and revise the
       related disclosure as necessary.
 Andrew M. Freedman, Esq.
Olshan Frome Wolosky LLP
September 7, 2021
Page 3


Form of Proxy Card

12.    Please include information about the conditioning of proposals on each
other.

13.    We note that proposals 6A and 6B are mutually exclusive and that if
security holders vote
       on proposal 6A they will be able to only check a box. On the other hand,
if security
       holders vote on proposal 6B, they will have the ability to cumulate
votes. Please revise
       the form of proxy card to present proposals 6A and 6B separately and
provide
       instructions, in connection with proposal 6B, to allow security holders
to indicate if they
       will cumulate their votes and how to document such cumulating in the
card.

14.    Please tell us what consideration you have given to distributing two
separate proxy cards,
       one for the California company and one for the Delaware company.

15.    Please revise the proxy card to provide security holders the opportunity
to withhold
       authority with respect to any other registrant nominee by writing the
name of that
       nominee on the form of proxy. See Rule 14a-4(d)(4)(iii).

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

       Please direct any questions to me at (202) 551-3619.

                                                            Sincerely,

                                                            /s/ Daniel F.
Duchovny
                                                            Daniel F. Duchovny
                                                            Special Counsel
                                                            Office of Mergers
and Acquisitions