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 to the Initial Purchase Pricepayments made at the Closing to the Selling Members and the Retention Payment, Seller shall if any, provided in Section 1.3, Buyer agrees to pay or cause to be entitled paid to receive additional consideration for the Purchased Assets Selling Members (each an “Earnout Payment” and the sum of all Earnout Payments, the “Earnout Consideration”), if any, as provided in this Section 1.4 within five (5) in an amount to be determined Business Days of final determination of the applicable Earnout Payment in accordance with Section 1.4(b). (i) For the terms of Section 3.2(b) period beginning on the day after the Closing Date and contingent upon ending on the financial performance first anniversary of the Business represented by the Purchased Assets Closing Date (such period, the “Interpoint DivisionInitial Earnout Period”), as calculated and described [***] of the Bookings during such period in Section 3.2(bexcess of the Initial Earnout Period Threshold, up to the Maximum Earnout Consideration (such amount, the “Initial Earnout Payment”), during it being understood that no Initial Earnout Payment shall be payable with respect to the Initial Earnout Period if Bookings for the Initial Earnout Period do not exceed the Initial Earnout Period Threshold. The Initial Earnout Payment shall be allocated to each Selling Member in accordance with such Selling Member’s Pro Rata Share; provided, however, if, one year period commencing six or more Selling Member’s employment with Buyer or any Affiliate of Buyer is (6A) months from terminated by Buyer or any Affiliate of Buyer, as applicable, with Cause, or (B) terminated by such Selling Member without Good Reason, before the last day conclusion of the month Initial Earnout Period (each such Selling Member, a “Initial Period Terminated Member”), then the Pro Rata Share of the Initial Earnout Payment otherwise payable to the Initial Period Terminated Members shall be forfeited. (ii) For the period beginning on the day after the first anniversary of the Closing Date and ending twelve on the second anniversary of the Closing Date (12) months thereafter (such period, the “Subsequent Earnout Period” and together with the Initial Earnout Period, the “Earnout Period”), [***] of the Bookings during such period in excess of the Subsequent Earnout Period Threshold, up to the Maximum Earnout Consideration minus the Initial Earnout Payment, if any (such amount, the “Subsequent Earnout Payment”), it being understood that no Subsequent Earnout Payment shall be payable if Bookings for the Subsequent Earnout Period do not exceed the Subsequent Earnout Period Threshold, and in no event shall the aggregate Earnout Consideration exceed the Maximum Earnout Consideration. The Subsequent Earnout Payment shall be allocated to each Selling Member in accordance with such Selling Member’s Pro Rata Share; provided, however, if, one or more Selling Member’s employment with Buyer or any Affiliate of Buyer is (A) terminated by Buyer or any Affiliate of Buyer, as applicable, with Cause, or (B) terminated by such Selling Member without Good Reason, before the conclusion of the Subsequent Earnout Period (each such Selling Member, a “Subsequent Period Terminated Member”), then the Pro Rata Share of the Subsequent Earnout Payment otherwise payable to the Subsequent Period Terminated Members shall be forfeited. (b) Within sixty (60) days following the end of each respective Earnout Period, Buyer shall deliver to the Sellers Representative a written notice (in each case, an “Earnout Notice”) specifying whether the Earnout Threshold for the applicable Earnout Period has been achieved, the amount of Bookings during such Earnout Period and the amount of the applicable Earnout Payment payable to each Selling Member, if any. Buyer shall permit the Sellers Representative and/or its designated accountants, representatives and counsel to have reasonable access to their books and records related to the calculations used by Buyer in calculating the amount of any Earnout Payment. The Sellers Representative may, on or prior to the date that is thirty (30) days after delivery of any Earnout Notice from Buyer, object to the amount of Bookings during such Earnout Period or the amount of the applicable Earnout Payment by providing written notice to Buyer and such notice shall identify in reasonable detail those items or amounts as to which the Sellers Representative disagrees (each such item or amount, an “Earnout Item of Dispute”). If Sellers Representative does not so object, the date of final determination of the applicable Earnout Payment shall be the day following the expiration of such thirty (30) day period. Except for Earnout Items of Dispute, the Sellers Representative shall be deemed to have agreed with all other items and amounts contained in the applicable Earnout Notice. In the event of any such objection, Buyer and the Sellers Representative shall, for a period of thirty (30) days, negotiate in good faith to resolve any such Earnout Item of Dispute. If the parties resolve all such Earnout Items of Dispute, the date of final determination of the applicable Earnout Payment shall be the day of such resolution. If the parties are unable to resolve their differences with respect to the Earnout Item of Dispute within such thirty (30) day period, then either Buyer or the Sellers Representative may submit the Earnout Item of Dispute to the Accounting Arbitrator. Buyer and the Sellers Representative shall each provide their respective calculations of Earnout Item of Dispute and shall request that the Accounting Arbitrator render a written determination, which determination shall be resolved within thirty (30) days after its retention, and the Parties shall cooperate fully with the Accounting Arbitrator so as to enable it to make such determination as quickly and as accurately as practicable. The Accounting Arbitrator’s determination as to each Earnout Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon the Parties, absent manifest error or willful misconduct, and the amount of Bookings during such Earnout Period and the amount of the applicable Earnout Payment, if any, shall be modified to the extent necessary to reflect such determination. The date of such Accounting Arbitrator’s written determination shall be the date of final determination of the applicable Earnout Payment. The fees and expenses of the Accounting Arbitrator shall be paid by the Party whose calculation of the Earnout Item of Dispute is furthest from the determination rendered by the Accounting Arbitrator. (c) The Parties agree that each Earnout Payment will be treated as compensation income received by each Selling Member for U.S. federal, state and local income Tax purposes. (d) Notwithstanding anything to the contrary contained in this Section 1.4, in the event that Buyer has made any indemnification claim or claims pursuant to Article 9, Buyer shall be entitled to exercise its set-off rights with respect to up to Two Million Dollars ($2,000,000) of the Earnout Consideration, if any, will be paid through the issuance of a note with terms identical pursuant 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 dateSection 9.8. (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. (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) 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 Xxxxxxxx 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 Xxxxxxxx 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 Xxxxxxxx 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.

Earnout Consideration. (a) In addition to For the Initial Purchase Price, Seller shall be entitled to receive additional consideration for period beginning on 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 first day of the month of first quarter beginning immediately following the Closing Date and ending twelve on the date that is thirty-six (1236) months thereafter (the “Earnout Period”). The Earnout Consideration, if any, will Sellers shall be paid through the issuance of a note with terms identical entitled to the terms of the Convertible Note, except with respect to issue date, conversion date and prepayment date annual earnout payments (the “Earnout NotePayments”) as and to the extent provided for herein; the portion of the Earnout Payments attributable to each Seller shall be as set forth on Section 2.06(a) of the Company Disclosure Schedules (the portion attributable to each Seller, such Seller’s “Earnout Pro Rata Portion”). The Any Earnout Note Payments due hereunder shall restrict conversion or prepayment be made no later than ninety (90) calendar days following the end of the applicable annual twelve (12) month period (the “Annual Earnout Payment Period”) to which such Earnout Payment relates. Notwithstanding the foregoing, any time prior Earnout Payments otherwise due and payable hereunder shall be subject to the one year anniversary of the issue datedeductions and offsets in accordance with Section 2.05(f)(2) and Section 9.04. (b) Subject to Section 2.06(a), the aggregate payment in respect of any Annual Earnout Payment Period shall be equal to the number of TFI Shares with an aggregate Value Per Share (calculated as of the last day of the applicable Annual Earnout Payment Period) equal to the difference between: (1) The Annual EBITDA Calculation Amount for such Annual Earnout Consideration Payment Period; and (2) The greatest prior Annual EBITDA Calculation Amount. (c) In no event will the number of TFI Shares issued to Sellers as Earnout Payments exceed 2,000,000 TFI Shares in the aggregate, as adjusted for splits, stock dividends and recapitalizations, before taking into account any deductions or offsets pursuant Section 2.05(f)(2) and Section 9.04. (d) With payment of each Earnout Payment during the Earnout Period, Buyer shall equal deliver to the product Seller Representatives a statement (an “Earnout Statement”) that sets forth in reasonable detail its determination of the amount of the Earnout Payment. The amount of Adjusted Annual EBITDA shall be (xi) twice determined by Buyer from books and records maintained for the Interpoint Recurring Revenue recorded Company by Tiptree and (ii) calculated in accordance with the definition of Adjusted Annual EBITDA and the Accounting Policies. Any dispute regarding any Earnout Statement or the amount of any Earnout Payment or the total of the Earnout Payments shall be resolved in accordance with the procedures set forth below. In connection with each Earnout Statement, the Company’s chief financial officer shall deliver a certificate substantially in the form attached hereto as Exhibit E (each, a “CFO Earnout Certification”). Absent fraud, gross negligence or willful misconduct by the Interpoint Division for chief financial officer, the Parties agree to hold the chief financial officer harmless from any and all Damages actually incurred or suffered by any Party arising out of any error or misstatement in such certificate or in the Earnout Period plus Statement. (ye) In the Streamline Health Recurring Revenue recorded event that the Wexford Seller Representative objects to the results set forth in the Earnout Statement, then within thirty-five (35) days after the delivery to the Wexford Seller Representative of the Earnout Statement (the “Response Period”), the Wexford Seller Representative shall deliver to the Buyer a written notice (an “Objection Notice”) describing in reasonable detail the Wexford Seller Representative’s objections to the Earnout Statement and setting forth the results determined by the Interpoint Division for Wexford Seller Representative to be correct. If the Earnout Wexford Seller Representative does not deliver an Objection Notice to Buyer during the Response Period, then Buyer’s calculation of the results shall be binding and conclusive on the Parties. (f) If the Wexford Seller Representative delivers an Objection Notice objecting to the results during the Response Period less in accordance with subparagraph (ze) $3,500,000above, and if the Wexford Seller Representative and Buyer are unable to resolve such dispute within twenty (20) days after such Objection Notice is delivered to the Buyer, then the dispute shall be finally settled by an Accounting Firm (it being understood that, if requested by the Wexford Seller Representative, such Accounting Firm may examine, among other things, the manner in which the Buyer applied the Accounting Policies to any particular transaction, taking into account all relevant factors (including, to the extent that the Accounting Firm deems it to be appropriate, a comparison of the manner in which Buyer applied the Accounting Policies (as required to be applied hereunder) to such transaction to the manner in which companies substantially comparable to Buyer apply GAAP to similar transactions). The determination by the Accounting Firm of Adjusted Annual EBITDA and the applicable Earnout ConsiderationPayments, if any, will determined to be paid correct (the “Actual Earnout Amount”) shall be conclusive and binding on the parties. The Buyer and the Wexford Sellers shall each bear and pay 50% of the fees and other expenses of the independent accounting firm in connection with the dispute resolution process set forth in this section. (g) At reasonable times during normal business hours and upon reasonable notice provided to Buyer, before and after the preparation of the Earnout Statement, Buyer shall permit the Wexford Seller no later than July 31Representative and its legal, 2013accounting and financial advisors to examine the financial books and records of the Company, to make such inspections and copies of such books and records as they may reasonably require, and to discuss such matters with the appropriate personnel of the Company and Buyer, each to the extent incident to the exercise of the Wexford Seller Representative’s right to object to Buyer’s calculation of the amounts set forth in the Earnout Statement. For The Wexford Seller Representative agrees that it shall hold (and shall cause its advisors referred to in the preceding sentence to hold) all information acquired during such examination in strict confidence and shall use (and shall cause its advisors referred to in the preceding sentence to use) such information solely for purposes of making calculations under this sectionSection 2.06 and any disputes related thereto. (h) In the event Tiptree, Buyer, TFI or any of their Affiliates breaches Section 6.10, and such breach is incapable of being cured or is not cured, by Tiptree, Buyer, TFI or any of their Affiliates, as applicable, within 60 calendar days following receipt of written notice of such breach by the Wexford Sellers Representative, and such uncured breach would reasonably be expected to result in a material diminution of the aggregate payment due Sellers pursuant to Section 2.06(b) for an applicable Annual Earnout Payment Period as compared to the aggregate payment due Sellers pursuant to Section 2.06(b) for such Annual Earnout Payment Period if such breach of Section 6.10 had not taken place, the Sellers shall receive, as liquidated damages and not as a penalty, 2,000,000 TFI Shares, as adjusted for splits, stock dividends and recapitalizations, less (i) any TFI Shares previously received as part of prior Earnout Payments and (ii) any deductions or offset made in accordance with Section 2.05(f)(2) or Section 9.04 (collectively, the “Interpoint Recurring Revenue” Liquidated Damages”). Upon Sellers’ receipt of the Liquidated Damages, the Earnout Period shall mean gross revenues, excluding Streamline Health Recurring Revenue, derived from terminate. (i) Upon a Sale of the Contracts set forth on Schedule 3.2(b)(iCompany (other than in connection with a Sale of Tiptree), plus revenue derived from the Sellers shall receive 2,000,000 TFI Shares, as adjusted for splits, stock dividends and recapitalizations, less any Contracts executed after TFI Shares previously received as part of prior Earnout Payments and less any deductions or offset made in accordance with Section 2.05(f)(2) or Section 9.04 (collectively, the execution date “Sale Payout”). Upon receipt Sellers’ receipt of the Sale Payout, the Earnout Period shall terminate. (j) The Parties acknowledge that (i) there is no assurance that Adjusted Annual EBITDA will exceed the Annual EBITDA Calculation Amount and result in Earnout Payments and (ii) the Parties solely intend the express provisions of this Agreement and before to govern their contractual relationship with respect to the end payment of Earnout Payments. Buyer, as of the Earnout Perioddate hereof, so long as such Contracts have a minimum remaining term is not aware of at least twelve (12) months after April 30any obligations of Buyer or its Affiliates, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived and, 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 will take no actions, in either case, that would prevent the right to determine subscription pricingpayment on a timely basis of an Earnout Payment, 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 if any payments are then due, once such Earnout Payment is finally determined in good faith to provide the Interpoint Division with adequate resources to pursue growth opportunities consistent accordance with the financial plan previously provided by Seller to Purchaser and to maintain the pricing and length provisions of term in a manner that does not materially and adversely impact Seller’s opportunity to maximize the Earnout Considerationthis Section 2.06.

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 to the Initial Purchase Priceevent that Xxxxxx satisfies the Annual Cash Flow Conditions and achieves the Gross Revenue Milestones set forth on Schedule 1.3 (the “Earnout Calculation Schedule”), Seller HoldCo shall be entitled to receive additional up to $16 million in contingent 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 based upon the financial performance of the Business represented by the Purchased Assets (the “Interpoint Division”), as calculated and described in Section 3.2(b), Xxxxxx during the one year period commencing six (6) months from Measurement Periods as set forth on 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 dateCalculation Schedule. (b) The Promptly following the expiration of each Measurement Period, Xxxxxx and Xxxxxxx shall deliver to HoldCo a notice containing a calculation of Xxxxxx’s Gross Revenue and Cash Flows during such Measurement Period based on the financial statements of Xxxxxx for such Measurement Period, together with supporting documentation reasonably acceptable to HoldCo that validates such calculation (each such notice, an “Earnout Calculation Notice”). HoldCo shall have a period of fifteen (15) days after receipt of a Earnout Calculation Notice (each, a “Review Period”) to review the Earnout Calculation Notice and the evidence Xxxxxx and Xxxxxxx submitted therewith and, if HoldCo so determines, to dispute the calculations set forth in the Earnout Calculation Notice. In the event HoldCo so disputes any such calculation, the Parties shall attempt to resolve the dispute privately for a period of thirty (30) days (the “Negotiation Period”). If after the expiration of a Negotiation Period no resolution has been reached, the Parties shall submit the dispute to an independent accounting firm mutually acceptable to HoldCo and Xxxxxxx, who shall review Xxxxxx’s financial statements and make a determination as to Xxxxxx’s Gross Revenue and Cash Flows during the applicable Measurement Period, which determination shall be final and binding upon the Parties (the “Accountant Determination”). (c) Provided that Xxxxxx shall have satisfied the applicable Annual Cash Flow Condition, promptly (but in any event within five (5) business days) after the expiration of each Review Period or, if applicable, Negotiation Period or, if applicable, an Accountant Determination, Triller shall pay or issue to HoldCo Earnout Consideration shall equal consisting of: (i) With respect to the product of First Measurement Period, (x) twice an amount, via certified check or wire transfer of immediately available funds, equal to 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 amount set forth on Schedule 3.2(b)(i1.3 which corresponds with the percentage on Schedule 1.3 equal to the percentage obtained by calculating the fraction, the numerator of which is Xxxxxx’s Gross Revenue during the First Measurement Period and the denominator of which is the First Period Target (the “First Period Earnout Amount”), plus revenue derived from any Contracts executed after expressed as a percentage; or, if Triller elects in its sole and absolute discretion, (y) that number of Earnout Units which equals the execution date amount obtained by calculating the fraction, the numerator of this Agreement which is the First Period Earnout Amount and before the end denominator of which is the Earnout Triller Per-Unit Value, rounded down to the nearest whole unit; and (ii) With respect to the Second Measurement Period, so long as such Contracts have a minimum remaining term (x) an amount, via certified check or wire transfer of at least twelve immediately available funds, equal to the sum of (12I) months after April 30, 2013. “Streamline Health Recurring Revenue” shall mean gross revenues derived from the Contracts amount set forth on Schedule 3.2(b)(ii1.3 which corresponds with the percentage on Schedule 1.3 equal to the percentage obtained by calculating the fraction, the numerator of which is Xxxxxx’s Gross Revenue during the Second Measurement Period and the denominator of which is the Second Period Target (the “Second Period Earnout Amount”), expressed as a percentage, plus (II) in the event that Xxxxxx’s Gross Revenue during the Second Measurement Period exceeds the Second Period Target (such excess, “Excess Revenue”), an amount equal to (A) the amount set forth on Schedule 1.3 which corresponds with the percentage on Schedule 1.3 equal to the percentage obtained by calculating the fraction, the numerator of which is the sum of Xxxxxx’s Gross Revenue during the First Measurement Period plus the Excess Revenue and the denominator of which is the First Period Target (the “First Period Earnout Amount”), expressed as a percentage, less (B) the First Period Earnout Amount (such calculated amount, the “Excess Revenue Earnout Amount”); or, if Triller elects in its sole and absolute discretion, (y) that number of Earnout Units which equals the amount obtained by calculating the fraction, the numerator of which is the sum of the Second Period Earnout Amount plus the Excess Revenue Earnout Amount and the denominator of which is the Triller Per-Unit Value, rounded down to the nearest whole unit. (d) Triller may make business decisions in good faith as it deems appropriate in connection with the conduct of Xxxxxx’s business (including actions that may have an impact on Gross Revenue), and those Contracts signed this covenant shall not be the basis for any Actions arising from or in connection with existing customers actions taken (or omitted from being taken) by or on behalf of Parent executed after Triller whereby the primary purpose was not to decrease Xxxxxx’s Gross Revenue or negatively impact achievement of the Annual Cash Flow Conditions. Without limiting the foregoing, Xxxxxxx agrees to comply with the obligations set forth on Schedule 1.3 during the period commencing upon the Closing Date and before expiring concurrently with the end Second Measurement Period. (e) From and following the Closing until the conclusion of the Earnout Second Measurement Period. Purchaser , Triller shall provide HoldCo with copies of all financial statements, budgets, materials and Seller acknowledge other information that Purchaser will control it provides to any member of Triller pursuant to Section 9.3 of the Interpoint Division after LLC Agreement at the Closing, including same time and in the right same manner as provided 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 Considerationsuch members.

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 Xxxxxxx Xxxxxxx (or such employee of the Business represented by the Purchased Assets Company serving as successor to Xx. Xxxxxxx) (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 Subject to Section 3.6(b), provided that the Initial Purchase PriceEBITDA of the Business has grown at a CAGR of not less than 4% during the period from January 1, Seller shall be entitled 2008 through the Measurement Date or through the Early Measurement Date, as compared to receive EBITDA of the Business for calendar year 2007, as additional consideration for the Purchased purchase of the Acquired Assets at the Closing, Buyer shall pay to Seller Seller’s Equity Percentage of the Agreed Enterprise Value of Buyer as of the Measurement Date or Early Measurement Date, as the case may be (the “Earnout Consideration”) in an ); provided that the maximum amount of such Earnout Consideration to be determined paid to Seller shall not exceed the Maximum Earnout Consideration Amount. On or prior to the sixtieth (60th) day after the Measurement Date (the “Payment Date”), Buyer shall provide to Seller a detailed calculation of the Earnout Consideration together with payment, if any, to Seller of such Earnout Consideration. (b) In the event of a Relocation of Buyer prior to the Measurement Date set forth in Section 3.6(a), Seller may elect to accelerate the calculation and payment of the Earnout Consideration by providing written notice thereof to Buyer (the date such notice delivered referred hereinafter as the “Seller Notice Date”). For purposes of determining the Earnout Consideration 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”3.6(a), as calculated and described in Section 3.2(b)CAGR shall be based on the period from January 1, during the one year period commencing six (6) months from 2008 through the last day of the month immediately preceding the Seller Notice Date (such last day of the month referred hereinafter as the “Early Measurement Date”). On or prior to the sixtieth (60th) day after the Early Measurement Date (the “Early Payment Date”), Buyer shall provide to Seller a detailed calculation of the Earnout Consideration together with payment, if any, to Seller of such Earnout Consideration; provided, however, that the payment of such Earnout Consideration shall be discounted, at the Agreed Rate, from the Payment Date to, and including, the Early Payment Date. (c) Upon completion of its review of the calculations of the Earnout Consideration in either Section 3.6(a) or (b), and in all events within thirty (30) days after delivery of such calculations to Seller, Seller will, by written notice to Buyer, either accept it as prepared by Buyer or object or propose adjustments thereto. If Seller accepts the calculations of the Earnout Consideration as prepared by Buyer, or fails to provide a written objection or written proposal of adjustments within such thirty (30) day period, then such calculations as submitted by Buyer shall be deemed final and binding on the parties. If Seller objects or proposes adjustments to such calculations of the Earnout Consideration, Seller shall specify, in reasonable detail, the amount of each proposed adjustment, the item to which such proposed adjustment relates, and the facts and circumstances supporting the adjustment. Seller and Buyer shall then meet and use their best efforts to reconcile the proposed adjustments. If the proposed adjustments have not been reconciled within thirty (30) days of Seller’s notification to Buyer of the proposed adjustments, or such longer period upon which Seller and Buyer shall agree, they shall refer their differences to the Referee Accountant. Buyer and Seller shall furnish to the Referee Accountant such calculations of the Earnout Consideration, the adjustments proposed by Seller, and such work papers, books, records and other information and documents as the Referee Accountant shall reasonably request. The Referee Accountant shall have thirty (30) days to reconcile the parties’ differences (all in accordance with Schedule 1.1-C) and in performing such reconciliation, the Referee Accountant shall consider only those items or amounts in such calculations of the Earnout Consideration as to which Buyer and Seller have disagreed. The decision of the Referee Accountant shall be final and binding upon Buyer and Seller. Remittance by either Buyer or Seller to the Earnout Consideration of any adjustments shall be made no later than ten (10) Business Days after such determination by the Referee Accountant in accordance with this Section 3.6(c). Buyer and Seller shall each pay one-half of the fees and expenses of the Referee Accountant. (d) The agreed EBITDA as of December 31, 2007 is set forth on Schedule 3.6. Any payment of the Earnout Consideration under this Section 3.6 shall be treated as the payment of additional Purchase Price. (e) During the period commencing on the Closing Date and ending twelve on the Measurement Date or the Early Measurement Date, as the case may be (12) months thereafter (such period referred hereinafter as the “Earnout Measurement Period”). The , Buyer agrees to: (i) operate the Business 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; (ii) maintain its existence as a corporation and (iii) refrain from liquidating, if anydissolving, selling assets (other than inventory and surplus equipment sold in the ordinary course of business), merging, consolidating or reorganizing Buyer’s business structure; provided, however, that Buyer shall not be prohibited from merging, consolidating, or reorganizing itself (or certain of its operating functions) with Parent or any subsidiary of Parent so long as that the Business is maintained as a separate division. Without limiting the generality of the foregoing, Buyer agrees that it will be paid through (w) only effect material changes to its business operations, or manner of conducting business, intended in its good faith judgment to increase the issuance profitability of a note with terms identical the Business during the Measurement Period, (x) maintain separate books and records for the Business; (y) not direct business opportunities that pertain to the terms of Business to Parent or any other Affiliate, with the Convertible Note, except understanding that with respect to issue datebusiness opportunities that pertain to lines of business conducted by both Parent (and/or any subsidiary or division of Parent) and Buyer, 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, all business opportunities 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 directed 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 Buyer believes will not materially impair Buyer’s profitability; and adversely impact Seller’s opportunity to maximize (z) not transfer or permit the Earnout Considerationlicensing of any of its material operating assets, rights or properties of Buyer unless such license is for consideration and on an arms-length basis.

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) Txx Xxxxxxx Xxxxxx Xxxx Xxxxxxxx Xxxxxx Xxxxxx 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 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. (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) 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.