Common use of Earnout Consideration Clause in Contracts

Earnout Consideration. (a) In addition to the Initial Purchase Price, Seller shall be entitled to receive additional consideration for the Purchased Assets (the “Earnout Consideration”) in an amount to be determined in accordance with the terms of Section 3.2(b) and contingent upon the financial performance of the Business represented by the Purchased Assets (the “Interpoint Division”), as calculated and described in Section 3.2(b), during the one year period commencing six (6) months from the last day of the month of the Closing Date and ending twelve (12) months thereafter (the “Earnout Period”). The Earnout Consideration, if any, will be paid through the issuance of a note with terms identical to the terms of the Convertible Note, except with respect to issue date, conversion date and prepayment date (the “Earnout Note”). The Earnout Note shall restrict conversion or prepayment any time prior to the one year anniversary of the issue date. (b) The Earnout Consideration shall equal the product of (x) twice the Interpoint Recurring Revenue recorded by the Interpoint Division for the Earnout Period plus (y) the Streamline Health Recurring Revenue recorded by the Interpoint Division for the Earnout Period less (z) $3,500,000. The Earnout Consideration, if any, will be paid to Seller no later than July 31, 2013. For the purposes of this section, “Interpoint Recurring Revenue” shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from the Contracts set forth on Schedule 3.2(b)(i), plus revenue derived from any Contracts executed after the execution date of this Agreement and before the end of the Earnout Period, so long as such Contracts have a minimum remaining term of at least twelve (12) months after April 30, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived from the Contracts set forth on Schedule 3.2(b)(ii), and those Contracts signed with existing customers of Parent executed after the Closing Date and before the end of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control the Interpoint Division after the Closing, including the right to determine subscription pricing, the length and term of software licenses and the level of sales resources allocated to the Interpoint Division. Purchaser and Seller will seek to work in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with the financial plan previously provided by Seller to Purchaser and to maintain the pricing and length of term in a manner that does not materially and adversely impact Seller’s opportunity to maximize the Earnout Consideration.

Earnout Consideration. (a) In addition Subject to amounts set forth in any Notice of Claim timely given, the Initial Purchase Price, Seller Equityholders shall be entitled to receive additional consideration for Additional Payments set forth in Earnout Schedule attached hereto as Schedule 2.12, after deduction of the Purchased Assets (amounts contemplated by Articles II and IX as set forth on the “Earnout Consideration”) in an amount to be determined in accordance with Additional Payout Spreadsheet. The Additional Payout Spreadsheet shall set forth the terms and conditions pursuant to which, (i) Parent will pay Earnout Consideration of Section 3.2(bup to Fourteen Million United States Dollars ($14,000,000) if the milestones are achieved, (ii) Parent will pay Earnout Consideration during the five to ten-year earnout periods of up to fifteen percent (15%) of net collections for sales of CNI Monitor, DetermaIO, DetermaRx, Company Pharma Sales, and contingent upon Transplant IP tests and products, and (iii) Parent will pay Earnout Consideration during a seven year earnout period of up to seventy-five percent (75%) of net collections from the financial performance sale or license of the Business represented by the Purchased Assets (the “Interpoint Division”), as calculated and described in Section 3.2(b), during the one year period commencing six (6) months from the last day of the month of the Closing Date and ending twelve (12) months thereafter (the “Earnout Period”). The Earnout Consideration, if any, will be paid through the issuance of Company Transplant IP to a note with terms identical to the terms of the Convertible Note, except with respect to issue date, conversion date and prepayment date (the “Earnout Note”). The Earnout Note shall restrict conversion or prepayment any time prior to the one year anniversary of the issue dateThird Party. (b) The Earnout Consideration shall equal Between the product of (x) twice the Interpoint Recurring Revenue recorded by the Interpoint Division for the Earnout Period plus (y) the Streamline Health Recurring Revenue recorded by the Interpoint Division for the Earnout Period less (z) $3,500,000. The Earnout Consideration, if any, will be paid to Seller no later than July 31, 2013. For the purposes of this section, “Interpoint Recurring Revenue” shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from the Contracts set forth on Schedule 3.2(b)(i), plus revenue derived from any Contracts executed after the execution date of this Agreement and before the end Closing, certain pre-Closing creditors of the Earnout PeriodCompany may agree to waive the amounts owed to them by the Company as of the Closing in exchange for distributions of Additional Payments. Such pre-Closing creditors, so long and the amounts that they agree to receive from distributions of Additional Payments in exchange for waiving the amounts owed to them as such Contracts have a minimum remaining term of at least twelve (12) months after April 30Closing in writing, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived from the Contracts be set forth on Schedule 3.2(b)(iithe Closing Payment Certificate. The amounts that the Company’s and its Subsidiaries’ creditors agree to receive from distributions of Additional Payments in exchange for waiving the amounts owed to them as of Closing as well as any Taxes (other than personal income and employment Taxes not imposed under Sections 280G, 409A, or 4999 of the Code), and those Contracts signed Losses, or penalties imposed on, or incurred by, the Key Employees in connection with existing customers the execution of Parent executed after the Closing Date and before the end of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control the Interpoint Division after this Agreement, the Closing, including the right transactions contemplated by this Agreement, or any resulting examinations by any Tax authority shall be referred to determine subscription pricingherein as the “Restructured Liabilities”. To the extent not otherwise provided for in this Section 2.12(b), Restructured Liabilities shall also include the length amount of any payments to the Key Employees that are necessary to place them in the same economic position (i.e., net of Taxes, penalties, interest, and term other additions thereto) they would have been in had Taxes with respect to the transactions contemplated by this Agreement only been imposed on the Key Employees under Section 1 of software licenses the Code, Section 871 of the Code or any employment Taxes, and similar applicable income and employment tax provisions of state or non-U.S. jurisdiction law, in each case as such provisions would have applied. Therefore, prior to Equityholders receiving Additional Payments, if any, all or a partial amount of such Additional Payments shall be used to pay the Restructured Liabilities. (c) If the Liabilities of the Company exceeds the Assumed Liabilities of Eight Million Two Hundred Fifty Thousand US Dollars $8,250,000, and the level Closing occurs, all debts, liabilities, obligations, restrictions and duties of sales resources allocated the Company shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation as of the Closing Date. To the extent that the Surviving Corporation or any of its Affiliates pays, performs or discharges an amount of Liabilities in excess of the Assumed Liabilities (the “Excess Liabilities”), Parent may setoff such Excess Liabilities against any Additional Payments that subsequently becomes due and payable pursuant to this Agreement, but are not yet paid. Therefore, in such situation, prior to Equityholders receiving Additional Payments, if any, all or a partial amount of such Additional Payments shall be used to pay such Liabilities in excess of the Interpoint Division. Purchaser and Seller will seek to work in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with the financial plan previously provided by Seller to Purchaser and to maintain the pricing and length of term in a manner that does not materially and adversely impact Seller’s opportunity to maximize the Earnout ConsiderationAssumed Liabilities.

Earnout Consideration. (ai) In addition Subject to the Initial Purchase Priceterms and conditions of this Agreement, Seller shall be entitled Buyer hereby agrees to receive pay to the Members as additional consideration for the Purchased Assets Sale Consideration (the “Earnout Consideration”) five percent (5%) of the excess (the “Earnout Excess Revenues”) of the (i) the cumulative Net Revenues of the Buyer, the Company or any of their successors or assigns generated directly and solely from sales or licenses of the Company’s existing, current version “Texas Hold ‘Em” product (including products developed by the Company that incorporate or are substantially based on the underlying code of the current version “Texas Hold ‘Em” other than Texas Hold Em 2 or any other sequel) between the Closing Date and December 31, 2006, over (ii) Seven Million Dollars ($7,000,000). (ii) Within forty-five (45) days of the end of each Calendar Quarter in which such “Texas Hold ‘Em” product Net Revenues are generated or collected, the Buyer shall provide to the Members a reasonably detailed written report setting forth the amount of such Net Revenues which have been generated, and such Net Revenues which have been collected, during the immediately preceding Calendar Quarter (a “Earnout Report”). Not more than once in any 3-month period the Buyer shall permit the Members and their Representatives to inspect Buyer’s books and records related solely to the “Texas Hold ‘Em” product Net Revenue on reasonable notice and during Buyer’s business hours in order to verify such Net Revenues. (iii) Each Earnout Report shall be conclusive for the purposes of determining of the calculation of such Net Revenues except to the extent, if any, that the Members shall have delivered, within ninety (90) days after the date on which the Earnout Report is delivered to the Members, written notice to the Company identifying those items to which the Members take exception, specifying in reasonable detail the nature and extent of any such exception. If a change proposed by the Members is disputed by the Company, then the Company and the Members shall negotiate in good faith to resolve such dispute. If, after a period of twenty (20) calendar days following the date on which the Members give the Company notice of any such proposed change, any such proposed change still remains disputed, then either party may commence an amount to be determined action or proceeding in accordance with the terms provisions of Section 3.2(bthis Agreement to cause such dispute to be adjudicated. (iv) Within thirty days following each Calendar Quarter, commencing with first Calendar Quarter in which Earnout Excess Revenues are collected and contingent upon the financial performance of the Business represented by the Purchased Assets continuing until such Calendar Quarter as all Earnout Excess Revenues are collected (the “Interpoint Division”including Calendar Quarters after December 31, 2006), as calculated and described in Section 3.2(b), during the one year period commencing six (6) months from Buyer shall pay the last day of the month of the Closing Date and ending twelve (12) months thereafter (the “Earnout Period”). The Earnout Consideration, if any, will be paid through the issuance of a note with terms identical to the terms of the Convertible Note, except Consideration due with respect to issue date, conversion date and prepayment date (the “such Earnout Note”). The Earnout Note shall restrict conversion or prepayment any time prior to the one year anniversary of the issue dateExcess Revenues collected during such Calendar Quarter. (b) The Earnout Consideration shall equal the product of (x) twice the Interpoint Recurring Revenue recorded by the Interpoint Division for the Earnout Period plus (y) the Streamline Health Recurring Revenue recorded by the Interpoint Division for the Earnout Period less (z) $3,500,000. The Earnout Consideration, if any, will be paid to Seller no later than July 31, 2013. For the purposes of this section, “Interpoint Recurring Revenue” shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from the Contracts set forth on Schedule 3.2(b)(i), plus revenue derived from any Contracts executed after the execution date of this Agreement and before the end of the Earnout Period, so long as such Contracts have a minimum remaining term of at least twelve (12) months after April 30, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived from the Contracts set forth on Schedule 3.2(b)(ii), and those Contracts signed with existing customers of Parent executed after the Closing Date and before the end of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control the Interpoint Division after the Closing, including the right to determine subscription pricing, the length and term of software licenses and the level of sales resources allocated to the Interpoint Division. Purchaser and Seller will seek to work in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with the financial plan previously provided by Seller to Purchaser and to maintain the pricing and length of term in a manner that does not materially and adversely impact Seller’s opportunity to maximize the Earnout Consideration.

Earnout Consideration. (a) In addition Subject to the Initial Purchase Priceother terms and conditions of this Section 3.3, Seller the Sellers shall be entitled to receive additional receive, as consideration for the Purchased sale of the Assets to the Company, an amount (as applicable, the “Earnout Amount”) equal to (i) One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00) of the Escrow Amount ($750,000.00 of Escrowed Cash and $750,000.00 worth of Escrowed Shares) if the Adjusted EBITDA of the Company attributable to the Assets for the fiscal year ending December 31, 2016 reaches Two Million Five Hundred Thousand and No/100 Dollars ($2,500,000.00) (“Adjusted EBITDA Target 1”), or (ii) Two Million and No/100 Dollars ($2,000,000.00) of the Escrowed Amount ($1,000,000.00 of Escrowed Cash and $1,000,000.00 worth of Escrowed Shares) if the Adjusted EBITDA of the Company attributable to the Assets for the fiscal year ending December 31, 2016 reaches Three Million and No/100 Dollars ($3,000,000.00) (“Adjusted EBITDA Target 2 and, together with Adjusted EBITDA Target 1, the “Adjusted EBITDA Targets”). (b) No later than March 31, 2017, Parent shall deliver to the Sellers’ Representative a statement (the “Earnout ConsiderationStatement”) setting forth Parent’s calculation of the Adjusted EBITDA attributable to the Assets for the fiscal year ended December 31, 2016 (the “2016 Adjusted EBITDA Amount”). 2016 Adjusted EBITDA Amount shall be calculated in an amount accordance with the example calculation set forth on Annex C. (c) The Sellers’ Representative and its accountants shall be entitled to review any working papers, trial balances and similar materials related to the Earnout Statement and the calculation of the 2016 Adjusted EBITDA Amount prepared by Parent or its accountants. Parent shall also provide the Sellers’ Representative and its accountants with reasonable access, during normal business hours, to Parent’s relevant employees and outside accountants, properties, books and records to the extent involved with or related to the calculation of the 2016 Adjusted EBITDA Amount. (d) If, within thirty (30) days following delivery of the Earnout Statement, the Sellers’ Representative has not given Parent written notice of its objection to the calculation of the 2016 Adjusted EBITDA Amount reflected therein (which notice shall state in reasonable detail the basis of the Sellers’ Representative’s objection), then Parent’s calculation of the 2016 Adjusted EBITDA Amount shall be determined binding and conclusive on the parties for all purposes hereunder and not appealable. (e) If the Sellers’ Representative gives Parent such notice of objection within the 30-day period referenced in Section 3.3(d) above with respect to the Earnout Statement and if the Sellers’ Representative and Parent fail to resolve the issues outstanding with respect to Parent’s calculation of the 2016 Adjusted EBITDA Amount within 30 days of Parent’s actual receipt of Sellers’ Representative’s objection notice, the Sellers’ Representative and Parent shall submit the issues remaining in dispute in writing to the Independent Accountants for resolution in accordance with the terms of this Section 3.2(b3.3(e). If issues are submitted in writing to the Independent Accountants for resolution pursuant to this Section 3.3(e), (A) and contingent upon the financial performance ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (or such employee of the Business represented by the Purchased Assets Company serving as successor to ▇▇. ▇▇▇▇▇▇▇) (the “Interpoint DivisionCompany Reviewing Party”)) and Parent shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss issues with the Independent Accountants; (B) the determination by the Independent Accountants, as calculated set forth in a written notice to be delivered to Parent, the Company Reviewing Party and described in Section 3.2(b), during the one year period commencing six (6) months from the last day Sellers’ Representative within 30 days of the month submission to the Independent Accountants of the Closing Date issues remaining in dispute, shall be final, binding and ending twelve conclusive on the parties and not appealable and shall be used in the calculation of the 2016 Adjusted EBITDA Amount, and (12C) months thereafter Parent and the Sellers (collectively) shall each bear 50% of the “fees and costs of the Independent Accountants for such determination. (f) No later than five (5) Business Days after the final determination that an Earnout Period”). The Amount is payable in accordance with this Section 3.3, Parent shall instruct the Escrow Agent to release the Earnout Consideration, if any, will be paid through the issuance of a note with terms identical Amount pursuant to the terms of and conditions set forth in the Convertible Note, except with respect to issue date, conversion date and prepayment date (the “Earnout Note”)Escrow Agreement. The stock portion of any Earnout Note Amount shall restrict conversion be paid to Sellers or prepayment any the Members as directed by Sellers’ Representative at the time prior of such payment. Any Earnout Amount payable to the one year anniversary of the issue date. (b) The Earnout Consideration shall equal the product of (x) twice the Interpoint Recurring Revenue recorded by the Interpoint Division for the Earnout Period plus (y) the Streamline Health Recurring Revenue recorded by the Interpoint Division for the Earnout Period less (z) $3,500,000. The Earnout Consideration, if any, Sellers will be paid to Seller no later than July 31, 2013. For and allocated among the purposes of this section, “Interpoint Recurring Revenue” shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from the Contracts Sellers as set forth on Schedule 3.2(b)(iAnnex B. Notwithstanding anything herein to the contrary, at the time that any Earnout Amount is required to be released from the Escrow Amount to the Sellers under this Agreement, Parent shall be entitled, upon written notice to the Sellers’ Representative specifying in reasonable detail the basis therefor in accordance with the provisions of this Agreement, to set off against such Earnout Amount payable to Sellers any amounts to which it may be entitled hereunder. (g) The payment of an Earnout Amount to Sellers shall be treated by Parent, the Company, the Sellers and the Members as an adjustment to the Purchase Price for all income tax purposes, unless a final determination (which shall include the execution of a Form 870-AD or successor form) with respect to such payment causes any such payment not to be treated as an adjustment to the Purchase Price for tax purposes. (h) During the Applicable Period, except as otherwise agreed to in writing by the Sellers’ Representative: (i) Parent shall not act in a manner the primary intent of which is to adversely affect the ability of the Assets to achieve the Adjusted EBITDA Targets; provided, however, that except as required by the parties’ implied contractual covenant of good faith and fair dealing, Parent will have the authority and freedom to operate the Business and Assets following the Closing without limitation under this Agreement; (ii) Parent shall maintain separate books and records necessary to calculate the 2016 Adjusted EBITDA Amount. (i) Notwithstanding anything set forth to the contrary in this Agreement, (i) in the event of any controversy, dispute or claim arising out of this Section 3.3 involving or relating to the calculation or determination of the 2016 Adjusted EBITDA Amount and the Earnout Amount (any such dispute, a “Calculation Dispute”) such Calculation Dispute will be resolved in accordance with, and the parties’ sole remedies will be set forth in, Section 3.3(e) hereof, and (ii) in the event of any controversy, dispute or claim arising out of this Section 3.3 that is not a Calculation Dispute (any such dispute, a “Non-Calculation Dispute”), plus revenue derived from the Sellers’ Representative and Parent (including any Contracts executed after designated representatives thereof) shall negotiate in good faith for a period of at least 45 days following the execution date time at which notice is provided to the Sellers’ Representative or Parent, as applicable, of this Agreement and before such Non-Calculation Dispute to conclusively resolve such Non-Calculation Dispute. In the event that such Non-Calculation Dispute remains unresolved following the end of such 45-day period, then either Parent or the Earnout Sellers’ Representative, as applicable, will be permitted to bring a claim in accordance with Article X of this Agreement. (j) Notwithstanding any provision to the contrary herein, in the event that during the Applicable Period, so long as such Contracts have the Company or Parent (i) consummates a minimum remaining term transaction for the sale or other disposition of at least twelve (12) months after April 30all or substantially all of its assets or a merger, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived from consolidation, recapitalization or other transaction in which any Person who is not an owner of an interest in the Contracts set forth Company or Parent on Schedule 3.2(b)(ii), and those Contracts signed with existing customers of Parent executed after the Closing Date and before the end becomes a beneficial owner, directly or indirectly, of fifty percent (50%) or more of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control voting power of all interests in the Interpoint Division after Company or Parent, or (ii) the ClosingCompany or Parent makes a general assignment for the benefit of creditors, including or any proceeding shall be instituted by or against the right Company or Parent seeking to determine subscription pricingadjudicate it as bankrupt or insolvent, or seeking liquidation, winding up or reorganization, arrangement, adjustment, protection, relief of composition of its debts under any Law relating to bankruptcy, insolvency, or reorganization, Sellers may, upon written notice to Parent (such notice, the length and term “Acceleration Notice”), elect to have paid in full the maximum Earnout Amount of software licenses and $2,000,000.00. Upon receipt of any Acceleration Notice, Parent shall instruct the level of sales resources allocated Escrow Agent to release such Earnout Amount pursuant to the Interpoint Division. Purchaser terms and Seller will seek to work conditions set forth in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with the financial plan previously provided by Seller to Purchaser and to maintain the pricing and length of term in a manner that does not materially and adversely impact Seller’s opportunity to maximize the Earnout ConsiderationEscrow Agreement.

Earnout Consideration. (a) In addition 7.1 Subject to the Initial Purchase Priceprovisions of Clauses 7.6 and 7.10, Seller within 5 Business Days of the determination of the amount of the Earnout Consideration in accordance with this Clause 7 the Purchaser shall pay into the Vendors’ Solicitors’ Client Account or such other account as may be entitled nominated in writing by the Institutional Vendors’ Representatives an amount equal to receive additional consideration for the Purchased Assets (the “Earnout Consideration. 7.2 The Purchaser shall procure that the consolidated accounts of the Company, Liquent and the other members of the Combined Group for each financial year during the Earnout Period are prepared and signed and shall prepare a written computation (“Computation”) in an of the amount to of the Combined Business Revenue and the Combined Business EBITDA for each such Financial Year and of any Earnout Consideration which may be determined payable in accordance with the terms provisions of Section 3.2(bthis Agreement as a result and send a copy of such Computation to each of the Institutional Vendors’ Representatives within 90 days of the end of the Earnout Period. 7.3 The Institutional Vendors’ Representatives may notify the Purchaser in writing within 20 Business Days of delivery of the Computation (“the Earnout Consideration Acceptance Period”) pursuant to Clause 7.2 of any dispute with regard to it, failing which the Institutional Vendors shall be deemed to have conclusively accepted the same with effect from the date of expiry of the Earnout Consideration Acceptance Period. 7.4 In the event that the Institutional Vendors’ Representatives notify the Purchaser pursuant to Clause 7.3 of a dispute as to any amount stated in the Computation produced in accordance with Clause 7.2 (including, but not limited to, the Combined Business EBITDA or the Combined Business Revenue) then the Institutional Vendors’ Representatives and contingent the Purchaser shall each use all reasonable endeavours to agree any such amount in dispute. 7.5 In the event that the Institutional Vendors’ Representatives and the Purchaser are unable to agree the amount of the Earnout Consideration within 20 Business Days (“the Earnout Consideration Joint Period”) of the date of the notice given pursuant to Clause 7.3 the dispute shall be referred to an independent firm of chartered accountants (acting as experts and not as arbitrators) appointed for the purpose by agreement between the Institutional Vendors’ Representatives and the Purchaser or, in default of such agreement within 5 Business Days of the end of the Earnout Consideration Joint Period, to be nominated (at the request of either the Institutional Vendors’ Representatives or the Purchaser) by the President of the Institute of Chartered Accountants in England and Wales. The decision of such firm (whose costs shall be borne as that firm shall decide or, in the absence of such direction, equally by the Institutional Vendors’ Representatives on the one hand and the Purchaser on the other hand) shall (in the absence of manifest error) be final and binding upon the financial performance Institutional Vendors and the Purchaser for the purposes of this Agreement. 7.6 Subject to the provisions of Clause 7.10, in the event of the Business represented sale by the Purchased Assets Purchaser of all or substantially all of the share capital of all or any member of the Combined Group or all or substantially all of the Combined Business before the third anniversary of Completion (other than a sale to any other member of the “Interpoint Division”), as calculated Combined Group) the Purchaser shall pay to the Institutional Vendors in accordance with Clause 7.10 on completion of such sale in full satisfaction of the Vendors’ entitlement to the Earnout Consideration:- 7.6.1 in the event the sale occurs prior to the first anniversary of the Completion Date and described in Section 3.2(b), during the one year period commencing six (6) months EBITDA of the Combined Business from the Completion Date to the last day date prior to the date of the month sale to which quarterly management accounts are prepared:- 7.6.1.1 exceeds 90 per cent of the Closing agreed EBITDA budget for such period: £5,000,000 7.6.1.2 exceeds 80 per cent but less than 90 per cent of the agreed EBITDA budget: £3,000,000 7.6.1.3 exceeds 70 per cent but less than 80 per cent of the agreed EBITDA budget: £1,000,000 7.6.1.4 is less than 70 per cent of the agreed EBITDA budget: zero 7.6.2 in the event the sale is completed after the first anniversary of Completion and not later than the second anniversary, and the EBITDA of the Combined Business for the 12 month period prior to the date of completion of such sale 7.6.2.1 exceeds 90 per cent of the agreed EBITDA budget for such period: £7,500,000; 7.6.2.2 exceeds 80 per cent but less than 90 per cent of the agreed EBITDA budget: £5,500,000 7.6.2.3 exceeds 70% per cent but less than 80 per cent of the agreed EBITDA budget: £3,500,000 7.6.2.4 exceeds 60 per cent but less than 70 per cent of the agreed EBITDA budget: £1,500,000 7.6.2.5 is less than 60 per cent of the agreed EBITDA budget: zero 7.6.3 in the event the sale is completed after the second anniversary of Completion and not later than the third anniversary, and the EBITDA of the Combined Business for the 12 month period prior to the date of completion of such sale 7.6.3.1 exceeds 90 per cent of the agreed EBITDA budget for such period: £10,00,000; 7.6.3.2 exceeds 80 per cent but less than 90 per cent of the agreed EBITDA budget: £8,000,000 7.6.3.3 exceeds 70 per cent but less than 80 per cent of the agreed EBITDA budget: £6,000,000 7.6.3.4 exceeds 60 per cent but less than 70 per cent of the agreed EBITDA budget: £4,000,000 7.6.3.5 exceeds 50 per cent but less than 60 per cent of the agreed EBITDA budget: £2,000,000 7.6.3.6 is less than 50 per cent of the agreed EBITDA budget: zero. For the avoidance of doubt, in the event the sale is completed after 31 December 2006, no payment shall be required pursuant to this Clause. 7.7 In the event of a sale of all or substantially all of the entire issued share capital of the Purchaser in circumstances where:- 7.7.1 the Combined Business EBITDA of the Combined Business for the 12 month period prior to the date of completion of such sale exceeds 90 per cent of the agreed EBITDA budget for such period; or 7.7.2 the sale occurs prior to the first anniversary of the Completion Date and ending twelve (12) months thereafter (the “Earnout Period”). The Earnout Consideration, if any, will be paid through Combined Business EBITDA of the issuance of a note with terms identical Combined Business from the Completion Date to the last date prior to the date of the sale to which quarterly management accounts are prepared exceeds 90 percent of the agreed EBITDA budget for such period; the Institutional Vendors’ Representatives may elect by notice in writing to the Purchaser within 15 Business Days of the Purchaser giving notice that the sale is proposed that in the event the sale completes their entitlement to receive Earnout Consideration shall be satisfied in the manner set out in Clause 7.6. 7.8 In the event that any member of the Combined Group proposes to make a Material Acquisition it shall give notice to the Institutional Vendors’ Representatives not less than 15 Business Days before the Material Acquisition is proposed to complete. 7.8.1 The notice given pursuant to this Clause 7.8 shall include the proposed commercial terms of the Convertible Noteacquisition, except with respect copies of the most recent published accounts (and any management accounts provided to issue date, conversion date the relevant member of the Combined Group) of the company or business proposed to be acquired and prepayment date (copies of any financial due diligence report prepared for the “relevant member of the Combined Group in relation to the acquisition. 7.8.2 The Institutional Vendors’ Representatives may elect within 15 Business Days of such notice to exclude the results of the acquired business from the calculation of the Earnout Note”). The Consideration. 7.8.3 If the Institutional Vendors’ Representatives does not make an election pursuant to Clause 7.8.2 the acquired business will form part of the Combined Business and in calculating the Earnout Note shall restrict conversion or prepayment any time Consideration:- 7.8.3.1 the aggregate revenue of the acquired business for the 12 months prior to the one year anniversary date of completion of the issue date. (b) The Earnout Consideration shall equal the product of (x) twice the Interpoint Recurring Revenue recorded by the Interpoint Division Material Acquisition will be added to PV for the Earnout Period plus (y) purposes of calculating the Streamline Health Recurring Revenue recorded Compound Annual Rate of Growth; and 7.8.3.2 the $15,000,000 Combined Business EBITDA target will be increased by an amount equal to 10 percent of the Interpoint Division aggregate consideration paid for the Earnout Period less (z) $3,500,000. The Earnout Consideration, if any, will be paid to Seller no later than July 31, 2013acquired business. For the purposes of this section, Clause “Interpoint Recurring RevenueMaterial Acquisition” shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from the Contracts set forth on Schedule 3.2(b)(i), plus revenue derived from acquisition of a business or a company for a consideration in excess of five per cent of the Revenue of the Combined Group for the previous financial year. 7.9 Notwithstanding any Contracts executed after the execution date other provision of this Agreement Agreement, the Earnout Consideration shall in no event exceed £10,000,000. 7.10 The Quester Funds’ entitlement to Earnout Consideration (calculated in accordance with their Earnout Entitlement) shall be satisfied by:- 7.10.1.1 the Purchaser paying an amount equal to the Quester Funds’ entitlement to the Earnout Consideration into an escrow account to be jointly controlled by the Purchaser’s Solicitors and before the end Vendor’s Solicitors (“the Earnout Escrow Account”); and 7.10.1.2 the Purchaser issuing to each of the Quester Funds, Earnout Loan Notes with an aggregate nominal value equal to their respective entitlement to the Earnout Consideration. Any such Earnout Loan Notes shall be issued to the relevant Institutional Vendor within 5 Business Days of the determination of the amount of the Earnout PeriodConsideration in accordance with this Clause 7 The Earnout Consideration due to the Institutional Vendors (other than the Quester Funds) shall be apportioned between the Institutional Vendors (other than the Quester Funds) in accordance with their Cash Earnout Entitlements. 7.11 The Purchaser shall be entitled to rely on the Earnout Entitlement as being conclusive proof that the Quester Funds are entitled to the number of Loan Notes set out in the notice and shall have no liability to any Party in respect of any Claim that it has issued too many Loan Notes or that, so long as a result, the amount paid pursuant to Clause 7.1 and/or Clause 7.6 was therefore insufficient to satisfy the Consideration due to the other Vendors. 7.12 Upon any payment of interest or principal being made to the holder of any Earnout Loan Notes an amount equal to the amount paid to such Contracts have a minimum remaining term of at least twelve (12) months after April 30, 2013. “Streamline Health Recurring Revenue” holders shall mean gross revenues derived be released from the Contracts set forth on Schedule 3.2(b)(ii), Earnout Escrow Account and those Contracts signed with existing customers of Parent executed after the Closing Date and before the end of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control the Interpoint Division after the Closing, including the right to determine subscription pricing, the length and term of software licenses and the level of sales resources allocated paid to the Interpoint Division. Purchaser and Seller will seek to work in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with the financial plan previously provided by Seller to Purchaser and to maintain the pricing and length of term in a manner that does not materially and adversely impact Seller’s opportunity to maximize the Earnout ConsiderationPurchaser.

Earnout Consideration. (a) In addition Subject to amounts set forth in any Notice of Claim timely given, the Initial Purchase Price, Seller Equityholders shall be entitled to receive additional consideration for Additional Payments set forth in Earnout Schedule attached hereto as Schedule 2.12, after deduction of the Purchased Assets (amounts contemplated by Articles II and IX as set forth on the “Earnout Consideration”) in an amount to be determined in accordance with Additional Payout Spreadsheet. The Additional Payout Spreadsheet shall set forth the terms and conditions pursuant to which, (i) Parent will pay Earnout Consideration of Section 3.2(bup to Fourteen Million United States Dollars ($14,000,000) if the milestones are achieved, (ii) Parent will pay Earnout Consideration during the five to ten-year earnout periods of up to fifteen percent (15%) of net collections for sales of DetermaIOTM, DetermaRxTM, Company Pharma Tests, and contingent upon Company Transplant IP tests and products, and (iii) Parent will pay Earnout Consideration during a seven year earnout period of up to seventy-five percent (75%) of net collections from the financial performance sale or license of the Business represented by the Purchased Assets (the “Interpoint Division”), as calculated and described in Section 3.2(b), during the one year period commencing six (6) months from the last day of the month of the Closing Date and ending twelve (12) months thereafter (the “Earnout Period”). The Earnout Consideration, if any, will be paid through the issuance of Company Transplant IP to a note with terms identical to the terms of the Convertible Note, except with respect to issue date, conversion date and prepayment date (the “Earnout Note”). The Earnout Note shall restrict conversion or prepayment any time prior to the one year anniversary of the issue dateThird Party. (b) The Earnout Consideration shall equal Between the product of (x) twice the Interpoint Recurring Revenue recorded by the Interpoint Division for the Earnout Period plus (y) the Streamline Health Recurring Revenue recorded by the Interpoint Division for the Earnout Period less (z) $3,500,000. The Earnout Consideration, if any, will be paid to Seller no later than July 31, 2013. For the purposes of this section, “Interpoint Recurring Revenue” shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from the Contracts set forth on Schedule 3.2(b)(i), plus revenue derived from any Contracts executed after the execution date of this Agreement and before the end Closing, certain pre-Closing creditors of the Earnout PeriodCompany may agree to waive the amounts owed to them by the Company as of the Closing in exchange for distributions of Additional Payments. Such pre-Closing creditors, so long and the amounts that they agree to receive from distributions of Additional Payments in exchange for waiving the amounts owed to them as such Contracts have a minimum remaining term of at least twelve (12) months after April 30Closing in writing, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived from the Contracts be set forth on Schedule 3.2(b)(iithe Closing Payment Certificate. The amounts (any or all of which may be paid in cash or Parent Common Stock as approved by the Parent) that the Company’s and its Subsidiaries’ creditors agree to receive from distributions of Additional Payments in exchange for waiving the amounts owed to them as of Closing as well as any Taxes (other than personal income and employment Taxes not imposed under Sections 280G, 409A, or 4999 of the Code), and those Contracts signed Losses, or penalties imposed on, or incurred by, the Key Employees in connection with existing customers the execution of Parent executed after the Closing Date and before the end of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control the Interpoint Division after this Agreement, the Closing, including the right transactions contemplated by this Agreement, or any resulting examinations by any Tax authority shall be referred to determine subscription pricingherein as the “Restructured Liabilities”. To the extent not otherwise provided for in this Section 2.12(b), Restructured Liabilities shall also include the amount of any payments to the Key Employees that are necessary to place them in the same economic position (i.e., net of Taxes, penalties, interest, and other additions thereto) they would have been in had Taxes with respect to the transactions contemplated by this Agreement only been imposed on the Key Employees under Section 1 of the Code, Section 871 of the Code or any employment Taxes, and similar applicable income and employment tax provisions of state or non-U.S. jurisdiction law, in each case as such provisions would have applied. Therefore, prior to Equityholders receiving Additional Payments, if any, all or a partial amount of such Additional Payments shall be used to pay the Restructured Liabilities. (c) If the Liabilities of the Company exceeds the Assumed Liabilities, and the Closing occurs, all debts, liabilities, obligations, restrictions and duties of the Company shall become the debts, liabilities, obligations, restrictions and duties of the Surviving Corporation as of the Closing Date. With respect to cash advances paid by Parent to the Company in the amounts of (i) Three Hundred Twenty Five Thousand United States Dollars ($325,000) pursuant to the license and collaboration term sheet between Parent and the Company and (ii) T▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars ($225,000) pursuant to the amended and restated promissory note made by the Company in favor of Parent, and, to the extent that the Surviving Corporation or any of its Affiliates pays, performs or discharges Transaction Expenses or other Liabilities in an aggregate amount in excess of the Assumed Liabilities (such cash advances and such excess Transaction Expenses and other Liabilities, collectively, the length “Excess Liabilities”), Parent may setoff such Excess Liabilities against any Additional Payments that subsequently becomes due and term payable pursuant to this Agreement, but are not yet paid. Therefore, in such situation, prior to Equityholders receiving Additional Payments, if any, all or a partial amount of software licenses and such Additional Payments shall be used to pay such Liabilities in excess of the level of sales resources allocated to the Interpoint Division. Purchaser and Seller will seek to work in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with the financial plan previously provided by Seller to Purchaser and to maintain the pricing and length of term in a manner that does not materially and adversely impact Seller’s opportunity to maximize the Earnout ConsiderationAssumed Liabilities.

Earnout Consideration. (a) In addition As soon as practicable after December 31, 2000 and no later than March 31, 2001, Buyer will deliver to the Initial Purchase Price, Seller shall be entitled to receive additional consideration Representative a draft auditor's report on the Company's consolidated financial statements for the Purchased Assets year ended December 31, 2000 prepared in accordance with US GAAP and reflecting the Company's Net Sales and Operating Profit Margin for the fiscal year ended December 31, 2000 (the “"YEAR 2000 FINANCIAL STATEMENTS"). If the acquisition of the minority interests in the Company's subsidiaries referred to in SECTION 7.1(f), or the contribution of such shares to the Company by Buyer, requires the Company to create goodwill on its balance sheet and to amortize such goodwill, either the amortization of such good will be disregarded in determining Operating Profit Margin or the formula for the Earnout Consideration”regarding Operating Profit Margin will be reduced to take into consideration such amortization. The Seller Representative will have 30 days to review the Year 2000 Financial Statements (such 30-day period being referred to herein as the "SELLER REVIEW PERIOD"). Buyer will cooperate with the Seller Representative in this review of and will make available to the Seller Representative all information and data relating to the preparation of the Year 2000 Financial Statements as the Seller Representative may reasonably request, and the Norwegian Sellers' independent accountants will be provided with customary access of the nature and extent provided Buyer's independent accountants in connection with their review of the Closing Date Balance Sheet to the work papers of the Sellers' independent accountants relating thereto (subject to the Seller Representative's entering into a customary waiver letter with Buyer's independent accountants). If the Seller Representative disagrees with the determination of Net Sales or Operating Profit Margin as calculated from the Year 2000 Financial Statements on or before the Seller Review Period expires, the Seller Representative will notify Buyer of the matters with which it disagrees on or before the Seller Review Period expires, and the parties will use their best efforts to resolve any differences promptly. If Buyer and the Seller Representative are unable to resolve any disagreements that they may have with respect to the Year 2000 Financial Statements or the determination of Net Sales or Operating Profit Margin within 30 days after the Seller Representative notifies Buyer of its disagreement, then within ten (10) days after such 30-day period expires, the disputed matters will be promptly referred for final determination to one of the "Big Five" accounting firms that does not have an existing relationship with either Buyer or the Company, or if such firm is unable or unwilling to make such final determination, to such other independent accounting firm as the parties mutually designate (the accounting firm making such determination is referred to herein as the "INDEPENDENT ACCOUNTANTS"). The Year 2000 Financial Statements will be deemed to be binding on the Norwegian Sellers and Buyer upon (i) the Seller Representative's failure to deliver to Buyer a notice of disagreement before the Seller Review Period Expires, (ii) resolution of any disagreement by mutual agreement of the parties after a timely notice of disagreement has been delivered to Buyer, or (iii) notification by the Independent Accountants of their final determination of the items of disagreement submitted to them. The costs and expenses associated with the preparation of the Year 2000 Statements will be borne by Buyer. Any amounts paid to the Norwegian Sellers in an accordance with this SECTION 1.4 is referred to as the "EARNOUT." (b) As soon as practicable after December 31, 2001 and no later than March 31, 2002, Buyer will deliver to the Seller Representative a draft auditor's report on the Company's consolidated financial statements for the year ended December 31, 2001 prepared in accordance with US GAAP reflecting the Company's Net Sales and Operating Profit Margin for the fiscal year ended December 31, 2001 (the "YEAR 2001 FINANCIAL STATEMENTS"). Buyer and the Seller Representative will follow the same procedures with respect to the review and final determination of the Net Sales and Operating Profit Margin of the Company for the year ended December 31, 2001 reflected on the Year 2001 Financial Statements as the procedures set forth in SECTION 1.4(a) above with respect to the review and final determination of the Year 2000 Financial Statements. (c) Buyer will pay in cash or, at Buyer's option exercisable in its sole discretion, shares of Buyer's common stock valued at the average closing price of Buyer's common stock as quoted on NASDAQ during the ten trading days ending ten days before the date on which any amount owed to the Norwegian Sellers pursuant to this SECTION 1.4 is finally determined, to the Escrow Agent for the benefit of the Norwegian Sellers the following amounts: (1) As soon as practicable after the Company's Net Sales and Operating Profit Margin for the year ended December 31, 2000 are finally determined in accordance with the procedures set forth in SECTION 1.4(a) above, if the Company's Operating Profit Margin is at least 10.6%, Buyer will pay the Escrow Agent up to US$12 million determined in accordance with the following formula: (X / US$26.6 million) x US$12 million where X equals the excess of the Company's Net Sales for the year ended December 31, 2000 over US$72.6 million; and if the Company's Operating Profit is less than 10.6%, the amount of the Earnout will be determined in accordance with SCHEDULE 1.4. (2) As soon as practicable after the terms of Section 3.2(bCompany's Net Sales and Operating Profit Margin for the year ended December 31, 2001 are finally determined in accordance with the procedures set forth in SECTION 1.4(b) and contingent upon above, if the financial performance Company's Operating Profit Margin is at least 10.6% Buyer will pay the Escrow Agent up to US$12 million determined in accordance with the following formula: (X / US$42.6 million) x US$12 million where X equals the excess of the Business represented Company's Net Sales for the year ended December 31, 2001 over US$116.2 million; and if the Company's Operating Profit is less than 10.6%, the amount of the Earnout will be determined in accordance with SCHEDULE 1.4. (d) For purposes of converting the Company's monthly financial statements from NOK into dollars, the parties shall use the average exchange rate for such month based on the daily exchange rates published in The Wall Street Journal. (e) Any disagreements that Buyer and the Seller Representative have failed to resolve among themselves in accordance with the provisions of this SECTION 1.4, with respect to the Year 2000 Financial Statements or the Year 2001 Financial Statements will be determined by the Purchased Assets (Independent Accountants. The scope of the “Interpoint Division”), as calculated Independent Accountants' review will be limited to the matters on which Buyer and described in Section 3.2(b), during the Seller Representative disagree. The decision of the Independent Accountants will be final and binding on the Buyer and the Seller Representative. The Norwegian Sellers on the one year period commencing six (6) months from hand, and Buyer, on the last day other, will bear equally the costs and expenses of the month of the Closing Date and ending twelve (12) months thereafter (the “Earnout Period”)Independent Accountants. The Earnout Consideration, if any, amount to be borne by the Norwegian Sellers will be paid through by the issuance of a note with terms identical to the terms Escrow Agent out of the Convertible Note, except with respect to issue date, conversion date and prepayment date (the “Earnout Note”). The Earnout Note shall restrict conversion or prepayment any time prior to the one year anniversary of the issue dateEscrow Fund. (bf) The Earnout Consideration shall equal Buyer will pay the product Escrow Agent any amounts owed to the Norwegian Sellers pursuant to SECTION 1.4(c) on the later of (xi) twice April 15, 2001 or 2002, as the Interpoint Recurring Revenue recorded by case may be, and (ii) within ten (10) days after such amount is finally determined in accordance with the Interpoint Division for the Earnout Period plus (y) the Streamline Health Recurring Revenue recorded by the Interpoint Division for the Earnout Period less (z) $3,500,000procedures set forth above. The Earnout Consideration, if any, Such amount will be paid distributed to Seller no later than July 31, 2013. For the purposes of this section, “Interpoint Recurring Revenue” shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from Norwegian Sellers in accordance with the Contracts percentage set forth opposite each Norwegian Seller's name on Schedule 3.2(b)(i), plus revenue derived from any Contracts executed after EXHIBIT A under the execution date column entitled "Percentage of this Agreement and before the end of the Earnout Period, so long as such Contracts have a minimum remaining term of at least twelve (12) months after April 30, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived from the Contracts set forth on Schedule 3.2(b)(ii), and those Contracts signed with existing customers of Parent executed after the Closing Date and before the end of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control the Interpoint Division after the Closing, including the right to determine subscription pricing, the length and term of software licenses and the level of sales resources allocated to the Interpoint Division. Purchaser and Seller will seek to work in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with the financial plan previously provided by Seller to Purchaser and to maintain the pricing and length of term in a manner that does not materially and adversely impact Seller’s opportunity to maximize the Earnout ConsiderationEarnout."

Earnout Consideration. Following the Closing: (ai) In addition if, on the one (1)-year anniversary of the Closing Date (the “First Earnout Determination Date”), both (A) each Key Employee remains an employee of Parent or its Affiliate(s) pursuant to the Initial Purchase Priceterms of his respective Employment Offer Letter and (B) at least the Minimum Number of Client Services Team Employees (calculated as of the First Earnout Determination Date) remain employees of Parent or its Affiliate(s), Seller then, no later than five (5) Business Days thereafter, Parent shall be entitled pay to the Paying Agent for distribution to the Company Equityholders in accordance with their respective Equityholder Pro Rata Portions (subject to any offset made against a particular Company Equityholder in accordance with Section 1.8 and Section 7.3) an aggregate amount in cash equal to (x) $[***] minus (y) if the Estimated Merger Consideration Adjustment Amount was negative, [***]% of such negative Estimated Merger Consideration Adjustment Amount; and (ii) if, on the two (2)-year anniversary of the Closing Date (the “Second Earnout Determination Date,” and together with the First Earnout Determination Date, each an “Earnout Determination Date”), both (A) each Key Employee remains an employee of Parent or its Affiliate(s) pursuant to the terms of his respective Employment Offer Letter and (B) at least the Minimum Number of Client Services Team Employees (calculated as of the Second Earnout Determination Date) remain employees of Parent or its Affiliate(s), then, no later than five (5) Business Days thereafter, Parent shall pay to the Paying Agent for distribution to the Company Equityholders in accordance with their respective Equityholder Pro Rata Portions (subject to any offset made against a particular Company Equityholder in accordance with Section 1.8 and Section 7.3) an aggregate amount in cash equal to (x) $[***] minus (y) if the Estimated Merger Consideration Adjustment Amount was negative, [***]% of such negative Estimated Merger Consideration Adjustment Amount; provided, that notwithstanding the foregoing, (x) if Parent (or its applicable Affiliate(s)) terminate(s) the employment of any Key Employee without Cause, or any Key Employee resigns from his employment with Parent (or its applicable Affiliate(s)) for Good Reason, then the Company Equityholders shall remain eligible to receive additional consideration the payments provided for the Purchased Assets (pursuant to Section 1.7(a)(i) and Section 1.7(a)(ii) as if such Key Employee whose employment terminated remained an employee of Parent or its Affiliate(s) as of such Earnout Determination Date. All amounts paid pursuant to this Section 1.7(a) are collectively the “Earnout Consideration”) in an amount to be determined in accordance , with the terms maximum amount of Earnout Consideration payable pursuant to this Section 3.2(b1.7(a) and contingent upon being the financial performance sum of (1) $[***] minus (2) if the Business represented by the Purchased Assets Estimated Merger Consideration Adjustment Amount was negative, [***]% of such negative Estimated Merger Consideration Adjustment Amount (such sum, the “Interpoint DivisionMaximum Earnout Consideration”), as calculated and described in Section 3.2(b), during the one year period commencing six (6) months from the last day of the month of the Closing Date and ending twelve (12) months thereafter (the “Earnout Period”). The Earnout Consideration, if any, will be paid through the issuance of a note with terms identical to the terms of the Convertible Note, except with respect to issue date, conversion date and prepayment date (the “Earnout Note”). The Earnout Note shall restrict conversion or prepayment any time prior to the one year anniversary of the issue date. (b) The Earnout Consideration shall equal the product of (x) twice the Interpoint Recurring Revenue recorded by the Interpoint Division for the Earnout Period plus (y) the Streamline Health Recurring Revenue recorded by the Interpoint Division for the Earnout Period less (z) $3,500,000. The Earnout Consideration, if any, will be paid to Seller no later than July 31, 2013. For the purposes of this section, “Interpoint Recurring Revenue” shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from the Contracts set forth on Schedule 3.2(b)(i), plus revenue derived from any Contracts executed after the execution date of this Agreement and before the end of the Earnout Period, so long as such Contracts have a minimum remaining term of at least twelve (12) months after April 30, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived from the Contracts set forth on Schedule 3.2(b)(ii), and those Contracts signed with existing customers of Parent executed after the Closing Date and before the end of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control the Interpoint Division after the Closing, including the right to determine subscription pricing, the length and term of software licenses and the level of sales resources allocated to the Interpoint Division. Purchaser and Seller will seek to work in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with the financial plan previously provided by Seller to Purchaser and to maintain the pricing and length of term in a manner that does not materially and adversely impact Seller’s opportunity to maximize the Earnout Consideration.

Earnout Consideration. (a) In addition to the Initial Purchase Price, Seller shall be entitled to receive additional As consideration for the Purchased Assets purchase of the Deferred Payout Units at the Closing, Purchaser will pay to the Deferred Payout Sellers 11.724% of the Agreed Enterprise Value of the Company as of the Measurement Date (the “Earnout Consideration”) ), at the times specified in an this Section 2.6. The Earnout Consideration shall be allocated among the Deferred Payout Unitholders based on the relative number of Deferred Payout Units sold, provided that the maximum amount payable to California KL Holdings, Inc. with respect to its Deferred Payout Units shall be determined in accordance $13,500,000 (with the terms of Section 3.2(bunderstanding that any amounts in excess thereof shall not be credited to any other Deferred Payout Seller). Purchaser shall estimate, in good faith, the Earnout Consideration not later than ten (10) and contingent upon days prior to the financial performance of the Business represented by the Purchased Assets (the “Interpoint Division”), as calculated and described in Section 3.2(b), during the one year period commencing six (6) months from the last day of the month third anniversary of the Closing Date and ending shall send a copy of its estimate (and supporting calculations) to each Deferred Payout Unitholder not later than such date. On the Business Day immediately preceding the third anniversary of the Closing Date, Purchaser shall pay to each Deferred Payout Seller (to such accounts specified to Purchaser in writing no later than 3 Business Days after receipt of Purchaser’s estimate) an amount equal to such person’s ratable share (based on the relative number of Deferred Payout Units) of an amount equal to 90% of the estimated Earnout Consideration (“Estimated Earnout Payment”). Such amount shall not be subject to refund or return. On or prior to the 60th day after the Measurement Date, Purchaser shall provide to each Deferred Payout Seller a detailed calculation of the Earnout Consideration together with payment of such person’s ratable share of the excess, if any, of the Earnout Consideration over the Estimated Earnout Payment. If any Deferred Payout Seller disputes the calculations of the Earnout Consideration, the procedures set forth in Sections 2.4(c) and (d) hereof shall apply to the resolution of such dispute, provided that, in lieu of the Unitholders Representatives participating in such procedure (and being responsible for one-half the fee of the Agreed Accounting Firm), the first Deferred Payout Seller who sets forth its objection in writing, shall represent all the Deferred Payout Sellers and shall be responsible for paying the entirety of the one-half of the fees and costs of the Agreed Accounting Firm not payable by Purchaser. The “Agreed Enterprise Value” shall be the product of (i) the Company’s EBITDA during the twelve (12) months thereafter ending on the Measurement Date and (ii) the “Earnout applicable multiple determined from Schedule 2.6 hereto. (b) Throughout the Measurement Period”). The , Purchaser agrees to (i) operate the Company, in good faith, in the ordinary course of business and in a manner which is not intended to frustrate or diminish the amount of the Earnout Consideration, if any(ii) maintain the Company’s existence as a limited liability company (or to operate it as a separate division of Purchaser or a subsidiary of Purchaser) and (iii) refrain from liquidating, dissolving, selling assets (other than inventory and surplus equipment sold in the ordinary course of business), merging, consolidating or reorganizing Company’s business structure (except as permitted by clause (ii) above), or selling any of the equity interests in Company. Without limiting the generality of the foregoing, Purchaser agrees that it will (v) only effect material changes to the Company’s business operations, or manner of conducting business, intended in its good faith judgment to increase the profitability of the Company during the Measurement Period, (w) maintain separate books and records for the Company; (x) direct business opportunities that pertain solely to Company’s business to Company, with the understanding that with respect to business opportunities that pertain to lines of business conducted by both Purchaser (and/or any subsidiary or division of Purchaser) and the Company, Purchaser will direct such opportunities in a manner that it deems appropriate in good faith; (y) not transfer or license any material operating assets, rights or properties from Company to Purchaser or any other subsidiary or division of Purchaser, and (z) not burden the Company with corporate charges, overhead or other allocated costs, provided, however, that the Company may make a reasonable allocation (based on relative sales) of shared out-of-pocket third-party costs, i.e., insurance costs and audit fees, and may charge the Company with out-of-pocket third party costs incurred for the direct benefit of Company. (c) Payment of the Earnout Consideration shall be paid through the issuance of a note with terms identical subject to the terms of the Convertible Note, except with respect to issue date, conversion date and prepayment date Subordination Agreement among Ableco Finance LLC as agent for the holders of Senior Indebtedness (the “Earnout NoteSenior Indebtedness Agent”). The Earnout Note , CKLH as agent for the Deferred Payout Sellers (“Subordinated Debt Agent”), Purchaser and others (“Subordination Agreement”) and shall restrict conversion or prepayment any time prior be secured by Encumbrances, junior to the one year anniversary Encumbrances granted to the Senior Indebtedness Agent, on all of the issue dateassets of Purchaser and its Affiliates by which the Senior Indebtedness is secured. In the event any payment of the Earnout Consideration is not paid when due (as set forth in Section 2.6(a) hereof), whether by virtue of the Subordination Agreement or otherwise, the Earnout Consideration shall bear interest from and after the date due to be paid, and until actually paid, at the Agreed Rate. (bd) The Earnout Consideration shall equal the product of Each Deferred Payout Seller hereby constitutes and appoints CKLH as its agent to act on its behalf concerning (x) twice the Interpoint Recurring Revenue recorded by the Interpoint Division for the Earnout Period plus (yi) the Streamline Health Recurring Revenue recorded by the Interpoint Division for the Earnout Period less (z) $3,500,000. The Earnout Consideration, if any, will be paid to Seller no later than July 31, 2013. For (ii) execution and delivery of the purposes of this section, “Interpoint Recurring Revenue” shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from the Contracts set forth on Schedule 3.2(b)(i), plus revenue derived from any Contracts executed after the execution date of this Subordination Agreement and before the end all of the Earnout Period, so long as such Contracts have a minimum remaining term of at least twelve (12) months after April 30, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived from the Contracts set forth on Schedule 3.2(b)(ii), and those Contracts signed with existing customers of Parent executed after the Closing Date and before the end of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control the Interpoint Division after the Closing, including the right security documents relating to determine subscription pricing, the length and term of software licenses and the level of sales resources allocated to the Interpoint Division. Purchaser and Seller will seek to work in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with the financial plan previously provided by Seller to Purchaser and to maintain the pricing and length of term in a manner that does not materially and adversely impact Seller’s opportunity to maximize the Earnout Consideration, and (iii) enforcement of all rights thereunder.

Earnout Consideration. (a) In addition Acquirer shall pay, or cause to be paid, to in accordance with Section 1.3(b) to the Initial Purchase Priceholders of Company Capital Stock and Company Options, Seller shall be entitled the following earnout payments (each an “Earnout Payment”) after deducting any Unpaid Company Transaction Expenses payable in connection with the payment of any Earnout Payments and after deducting any amounts set off against the Earnout Payments in accordance with Section 8.9 as follows: (i) If Net Revenue during the period from January 1, 2022 to receive additional consideration and including December 31, 2022 (“FY 2022”) equals or exceeds $[***], an amount equal to the product of (A) Net Revenue for the Purchased Assets FY 2022 multiplied by [***] (the “Net Revenue Earnout ConsiderationPayment”); provided that the Net Revenue Earnout Payment shall not exceed $25,000,000. For the avoidance of doubt, if Net Revenue for FY 2022 is less than $[***], the Net Revenue Earnout Payment shall equal $0. ***Certain Confidential Information Omitted (ii) in If (A) the Reimbursement Condition is satisfied and (B) Net Revenue during FY 2022 equals or exceeds $[***], an amount equal to be determined in accordance with the terms product of Section 3.2(b(1) and contingent upon the financial performance of the Business represented Net Revenue for FY 2022 multiplied by the Purchased Assets (2) [***] (the “Interpoint DivisionReimbursement Condition Earnout Payment”); provided that if Net Revenue exceeds $[***] during FY2022 and the Reimbursement Condition is satisfied, as calculated and described in Section 3.2(b), during then the one year period commencing six (6) months from Reimbursement Condition Earnout Payment will be $25,000,000. In no event shall the last day Reimbursement Condition Earnout Payment exceed $25,000,000. For the avoidance of the month of the Closing Date and ending twelve (12) months thereafter (the “Earnout Period”). The Earnout Considerationdoubt, if anyNet Revenue for FY 2022 is less than $[***] or the Reimbursement Condition is not satisfied, will be paid the Reimbursement Condition Earnout Payment shall equal $0. (iii) Acquirer may, in its sole discretion satisfy any Earnout Payment in cash or through the issuance of a note with terms identical number of shares of Acquirer Common Stock equal to the terms of the Convertible Note, except with respect to issue date, conversion date and prepayment date (the “Earnout Note”). The Earnout Note shall restrict conversion or prepayment any time prior to the one year anniversary of the issue date. (b) The Earnout Consideration shall equal the product quotient of (xA) twice the Interpoint Recurring Revenue recorded by the Interpoint Division for the Earnout Period plus Payment divided by (yB) the Streamline Health Recurring Revenue recorded by the Interpoint Division for the Earnout Period less (z) $3,500,000. The Earnout Consideration, if any, Acquirer Stock Price; provided that only cash will be paid to Seller no later than July 31, 2013. For the purposes of this section, “Interpoint Recurring Revenue” shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from the Contracts set forth on Schedule 3.2(b)(i), plus revenue derived from any Contracts executed after the execution date of this Agreement and before the end of the Earnout Period, so long as such Contracts have a minimum remaining term of at least twelve (12) months after April 30, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived from the Contracts set forth on Schedule 3.2(b)(ii), and those Contracts signed with existing customers of Parent executed after the Closing Date and before the end of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control the Interpoint Division after the Closing, including the right to determine subscription pricing, the length and term of software licenses and the level of sales resources allocated to the Interpoint Division. Purchaser and Seller will seek to work in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with the financial plan previously provided by Seller to Purchaser and to maintain the pricing and length of term in a manner that does not materially and adversely impact Seller’s opportunity to maximize the Earnout ConsiderationUnaccredited Securityholders.

Earnout Consideration. (a) In addition Subsequent to the Initial Purchase PriceClosing and subject to the ---------------------- conditions set forth in this Section 1.4, Seller RS&H shall pay to Sellers such of the Earnout Consideration as shall be entitled to receive additional consideration for the Purchased Assets (the “Earnout Consideration”) in an amount to be determined earned by Sellers in accordance with the terms following provisions: (a) From and after the Closing, RS&H shall periodically generate a profit and loss statement (each, a "P/L Statement") for its existing Houston office, the Houston office of Section 3.2(b) Sylva and contingent upon the financial performance Austin office of Sylva on a combined basis (such offices being referred to collectively as the Business represented by the Purchased Assets (the “Interpoint Division”"South Central Region" of RS&H), as calculated and described in Section 3.2(b), during the one year period commencing six (6) months from the last day of the month of . Any new RS&H offices which commence operations after the Closing Date in Texas will, for purposes of this Agreement, also be included in the definition of the South Central Region, and ending twelve (12) months thereafter (the “Earnout Period”). The Earnout Consideration, if any, their operating results will be paid through included in the issuance applicable P/L Statements; provided, however, that such South Central Region shall not be deemed to include, and the P/L Statements shall not include the operating results of, any offices acquired by RS&H after the Closing Date as a result of a note any merger with terms identical to the terms or acquisition of the Convertible Noteany entity, except with respect to issue date, conversion date and prepayment date (the “Earnout Note”). The Earnout Note shall restrict conversion business or prepayment any time prior to the one year anniversary of the issue dateoffice. (b) The For each of up to four (4) successive years (defined as 12 consecutive RS&H monthly accounting periods) commencing with RS&H's 5-week December accounting month immediately following the Closing Date, the Sellers shall be entitled to earn, and RS&H will pay to Sellers, Earnout Consideration shall in an amount equal to Ten Percent (10%) of the product of amount by which the South Central Region's "Gross Margin" (xas defined in subsection (f)) twice exceeds Two Million Eight Hundred Thousand Dollars ($2,800,000.00) for each such 12-month period, as reflected on the Interpoint Recurring Revenue recorded applicable P/L Statement. (c) Any Earnout Consideration earned by the Interpoint Division for the Earnout Period plus (y) the Streamline Health Recurring Revenue recorded by the Interpoint Division for the Earnout Period less (z) $3,500,000. The Earnout Consideration, if any, Sellers hereunder will be paid to Seller Sellers (as allocated in accordance with Section 1.6) annually within sixty (60) days of the end of each applicable 12-month period. (d) In no later than July 31event shall the Earnout Consideration payable to Sellers hereunder exceed, 2013. in the aggregate, Seven Hundred Thousand Dollars ($700,000.00), and Sellers shall not be entitled to earn or receive payment of any Earnout Consideration with respect to any period of time after the expiration of four (4) years following the Closing Date. (e) Sellers and their representatives shall have the right each year, upon reasonable request and during normal business hours, to review the books of account of RS&H for the purpose of verifying that the Earnout Consideration has been properly calculated. (f) For the purposes of this section, “Interpoint Recurring Revenue” shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from the Contracts set forth on Schedule 3.2(b)(i), plus revenue derived from any Contracts executed after the execution date of this Agreement and before the end of the Earnout Period, so long as such Contracts have a minimum remaining term of at least twelve (12) months after April 30, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived from the Contracts set forth on Schedule 3.2(b)(ii), and those Contracts signed with existing customers of Parent executed after the Closing Date and before the end of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control the Interpoint Division after the Closing, including the right to determine subscription pricingAgreement, the length and term of software licenses and following terms shall have the level of sales resources allocated to the Interpoint Division. Purchaser and Seller will seek to work in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with the financial plan previously provided by Seller to Purchaser and to maintain the pricing and length of term in a manner that does not materially and adversely impact Seller’s opportunity to maximize the Earnout Consideration.following respective meanings:

Earnout Consideration. (a) a. Defined terms used in this Section 2.13 shall have the respective meanings set forth in Schedule B. b. Earnout Consideration. In addition to the Aggregate Initial Purchase PriceConsideration Amount payable to the Equityholders pursuant to Sections 2.6 and 2.7 of this Agreement and in addition to the payments to be made to the Bonus Recipients and the Convertible Noteholders in connection with the Closing, Seller such Equityholders, Bonus Recipients and Convertible Noteholders shall be entitled to receive the following additional consideration for the Purchased Assets amounts (collectively, the “Earnout Consideration”) in an amount to be determined in accordance with the terms of Section 3.2(b) and contingent upon the financial performance of the Business represented by the Purchased Assets provisions set forth below: i. The amount payable as Earnout Consideration for Year 1 (the “Interpoint DivisionYear 1 Earnout Amount”), as calculated and described in Section 3.2(b), during the one year period commencing six (6) months from the last day of the month of the Closing Date and ending twelve (12) months thereafter (the “Earnout Period”). The Earnout Consideration, if any, will shall be paid through calculated as follows: A. If Eligible Revenue for Year 1 is equal to or greater than the issuance of a note with terms identical Year 1 Target Revenue, an amount equal to the terms of Year 1 Maximum Earnout Amount; B. If Eligible Revenue for Year 1 is less than the Convertible Note, except with respect to issue date, conversion date and prepayment date (the “Earnout Note”). The Earnout Note shall restrict conversion Year 1 Target Revenue but greater than or prepayment any time prior equal to the one year anniversary of the issue date. (b) The Earnout Consideration shall Year 1 Revenue Threshold, an amount equal to the product of (x1) twice Eligible Revenue for Year 1, multiplied by (2) [...***...]; C. If Eligible Revenue for Year 1 is less than the Interpoint Recurring Year 1 Revenue recorded by Threshold, no Earnout Consideration shall be payable for Year 1; and D. If the Interpoint Division Representative exercises the ▇▇▇▇▇▇▇▇ Option with respect to Year 1, no Earnout Consideration shall be payable for the Earnout Period plus (y) the Streamline Health Recurring Revenue recorded by the Interpoint Division for the Earnout Period less (z) $3,500,000Year 1. ii. The amount payable as Earnout ConsiderationConsideration for Year 2, if any, will shall be paid to Seller no later than July 31calculated as follows: A. If the sum of (1) Eligible Revenue for Year 2, 2013. For plus (2) the purposes amount, if any, of this section, “Interpoint Recurring Revenue” shall mean gross revenues, excluding Streamline Health Recurring the Year 1 Excess Revenue, derived from is equal to or greater than the Contracts set forth on Schedule 3.2(b)(i)Year 2 Target Revenue, an amount equal to the sum of (i) the Year 2 Maximum Earnout Amount, plus revenue derived from any Contracts executed after (ii) the execution date of this Agreement and before the end amount, if any, of the Year 2 Excess Earnout PeriodAmount; B. If Eligible Revenue for Year 2 is less than the Year 2 Target Revenue but greater than or equal to the Year 2 Revenue Threshold, so long as such Contracts have a minimum remaining term an amount equal to the product of at least twelve (121) months after April 30Eligible Revenue for Year 2, 2013multiplied by (2) the Year 2 Multiple; or C. If Eligible Revenue for Year 2 is less than the Year 2 Revenue Threshold, no Earnout Consideration shall be payable for Year 2; and D. If the Representative exercises the ▇▇▇▇▇▇▇▇ Option with respect to Year 2, no Earnout Consideration shall be payable for Year 2. iii. “Streamline Health Recurring Revenue” shall mean gross revenues derived from If the Contracts set forth on Schedule 3.2(b)(ii), and those Contracts signed Representative exercises the ▇▇▇▇▇▇▇▇ Option with existing customers of Parent executed after the Closing Date and before the end of the Earnout Period. Purchaser and Seller acknowledge that Purchaser will control the Interpoint Division after the Closing, including the right respect to determine subscription pricingYear 1 or Year 2, the length and term of software licenses and amount payable as Earnout Consideration for Year 3, if any, shall be calculated as follows: A. If Eligible Revenue for Year 3 is equal to or greater than the level of sales resources allocated Year 3 Target Revenue, an amount equal to the Interpoint Division. Purchaser and Seller will seek Year 2 Maximum Earnout Amount; B. If Eligible Revenue for Year 3 is less than the Year 3 Target Revenue but greater than or equal to work in good faith the Year 3 Revenue Threshold, an amount equal to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent with product of (1) Eligible Revenue for Year 3, multiplied by (2) the financial plan previously provided by Seller to Purchaser and to maintain Year 3 Multiple; and C. If Eligible Revenue for Year 3 is less than the pricing and length of term in a manner that does not materially and adversely impact Seller’s opportunity to maximize the Year 3 Revenue Threshold, no Earnout ConsiderationConsideration shall be payable for Year 3.