Common use of Option Purchase Price Clause in Contracts

Option Purchase Price. In consideration of its acquisition of all of the issued and outstanding capital stock of Echo Connect Holdings pursuant to the Echo Connect Purchase Agreement, the Echo Connect Purchase Agreement will provide that Change Solutions (or any Subsidiary of any Echo Party that it designates), will pay to the Echo Shareholders at the closing under the Echo Connect Purchase Agreement an aggregate amount equal to (i) $1.00 plus (ii) the product of (A) (y) the estimated cumulative EBITDA for the 12-month period ended at the end of the most recent calendar month preceding the date of delivery of the Option Notice to the Echo Shareholders and Echo Connect Holdings (the “Trailing 12-month EBITDA”) of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement less (z) $14,269,000 multiplied by (B) twelve (12) (the “Purchase Price”). The Purchase Price will not be subject to an adjustment for cash, working capital or debt, but will contain a customary post-closing true-up of the estimated Trailing 12-month EBITDA compared against the actual Trailing 12-month EBITDA consistent with that set forth in Section 2.02 of the Contribution Agreement (mutatis mutandis). Notwithstanding the first sentence of this Section 5, in the event the Trailing 12-month EBITDA of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement is less than or equal to $14,269,000, the Purchase Price will be $1.00. “EBITDA” means with respect to Echo Connect Holdings and its Subsidiaries, “EBITDA” as calculated in the Credit Agreement, dated as of March 1, 2017, among Change Healthcare Intermediate Holdings, LLC, a Delaware limited liability company, Change Healthcare Holdings, LLC, a Delaware limited liability company, certain subsidiaries of the Parent Borrower, as Borrowers and Guarantors (each as defined therein), the Lenders (as defined therein) party thereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the other parties party thereto (the “Credit Agreement”) as further adjusted for (i) any synergies resulting from Echo Connect Holdings and its Subsidiaries being integrated with Change Solutions (or any Subsidiary of any Echo Party that it designates), (ii) any run rate adjustments for cost actions already taken during the relevant period, (iii) any direct acquisition costs, such as third-party due diligence, legal and advisory costs and (iv) any run rate adjustments for acquisitions which occurred during the relevant period.

Option Purchase Price. In consideration Subject to Section 6.3(a)(iii) below, if ---- --------------------- the Management Investor shall be terminated by the Company with or without Cause or shall cease to be employed by the Company by reason of its acquisition of all of retirement or resignation, the issued and outstanding capital stock of Echo Connect Holdings "Option Purchase Price" for the Common Stock to be purchased from such Management Investor pursuant to the Echo Connect Purchase AgreementOption (such number of shares of Common Stock being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: Original Management Investors ----------------------------- If the Termination Occurs: Option Purchase Price -------------------------- --------------------- On or prior to July 29, 1995 Adjusted Cost Price multiplied by the Purchase Number After July 29, 1995 and on or Adjusted Cost Price multiplied by 80% of prior to July 29, 1996 the Purchase Number After July 29, 1996 and on or Adjusted Cost Price multiplied by 60% of prior to July 29, 1997 the Purchase Number After July 29, 1997 and on or Adjusted Cost Price multiplied by 40% of prior to July 29, 1998 the Purchase Number After July 29, 1998 and on or Adjusted Cost Price multiplied by 20% of prior to July 29, 1999 the Purchase Number New Management Investors ------------------------ If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- On or prior to the first anniversary of the Adjusted Cost Price multiplied by the Closing Date Purchase Number After the first anniversary of the Closing Date, Adjusted Cost Price multiplied by 66 2/3% and on or prior to the second anniversary of the of the Purchase Number Closing Date After the second anniversary of the Closing Date, Adjusted Cost Price multiplied by 33 1/3% and on or prior to the third anniversary of the of the Purchase Number Closing Date As used herein, "Closing Date" for each New Management Investor means the date specified opposite such person's respective name on Schedule II hereto. Notwithstanding anything to the contrary contained herein, in connection with the exercise of any Purchase Option pursuant to Section 6.3, the Echo Connect Company may deduct from the Option Purchase Agreement will provide that Change Solutions (or Price paid to any Subsidiary Management Investor the aggregate amount of the outstanding principal and accrued but unpaid interest due on any Echo Party that it designates), will pay Promissory Note of such Management Investor to the Echo Shareholders at Company. As used herein, "Adjusted Cost Price" for each share of Common Stock means the closing under the Echo Connect Purchase Agreement an aggregate amount equal to (i) $1.00 plus (ii) the product of (A) (y) the estimated cumulative EBITDA original purchase price per share for the 12-month period ended at the end of the most recent calendar month preceding the date of delivery of the Option Notice to the Echo Shareholders and Echo Connect Holdings (the “Trailing 12-month EBITDA”) of Echo Connect Holdings and its Subsidiaries Management Investor's Common Stock as of the closing of the Echo Connect Purchase Agreement less (z) $14,269,000 multiplied by (B) twelve (12) (the “Purchase Price”). The Purchase Price will not be subject to an adjustment for cash, working capital or debt, but will contain a customary post-closing true-up of the estimated Trailing 12-month EBITDA compared against the actual Trailing 12-month EBITDA consistent with that set forth in Section 2.02 1.1 (including any shares of Common Stock which have been converted into other shares of capital stock of the Contribution Agreement (mutatis mutandis). Notwithstanding the first sentence of this Section 5Company, in the event the Trailing 12-month EBITDA of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement is less than adjusted for any stock dividend payable upon, or equal to $14,269,000subdivision or combination of, the Purchase Price will be $1.00. “EBITDA” means with respect to Echo Connect Holdings and its Subsidiaries, “EBITDA” as calculated in the Credit Agreement, dated as of March 1, 2017, among Change Healthcare Intermediate Holdings, LLC, a Delaware limited liability company, Change Healthcare Holdings, LLC, a Delaware limited liability company, certain subsidiaries of the Parent Borrower, as Borrowers and Guarantors (each as defined thereinCommon Stock), the Lenders (as defined therein) party thereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the other parties party thereto (the “Credit Agreement”) as further adjusted for (i) any synergies resulting from Echo Connect Holdings and its Subsidiaries being integrated with Change Solutions (or any Subsidiary of any Echo Party that it designates), (ii) any run rate adjustments for cost actions already taken during the relevant period, (iii) any direct acquisition costs, such as third-party due diligence, legal and advisory costs and (iv) any run rate adjustments for acquisitions which occurred during the relevant period.;

Option Purchase Price. In consideration (A) If the Management Investor shall be terminated by the Company without Cause, resign with Good Reason or shall cease to be employed by the Company by reason of its acquisition of all of death, normal retirement at age 65 or more under the issued and outstanding capital stock of Echo Connect Holdings Company's normal retirement policies, or temporary or permanent disability, the "Option Purchase Price" for the Incentive Shares to be purchased from such Management Investor or such Management Investor's Permitted Transferees pursuant to the Echo Connect Purchase Agreement, Option (such number of Incentive Shares being the Echo Connect "Purchase Agreement will provide that Change Solutions (Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: If the Termination Date Occurs: Option Purchase Price On or any Subsidiary of any Echo Party that it designates), will pay prior to the Echo Shareholders at first anniversary of Adjusted Cost Price multiplied by the closing under Closing the Echo Connect Purchase Agreement an aggregate amount equal Number After the first anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the second 80% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 20% of the Purchase Number After the second anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the third 60% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 40% of the Purchase Number After the third anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the fourth 40% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 60% of the Purchase Number After the fourth anniversary of the Adjusted Cost Price multiplied by Closing, and on or prior to the fifth 20% of the Purchase Number, plus anniversary of the Closing Adjusted Book Value Price multiplied by 80% of the Purchase Number (iB) $1.00 plus If the Management Investor shall cease to be employed by the Company (iiwhether as a consultant, director or employee) the product of for any reason other than those set forth in clause (A) (y) the estimated cumulative EBITDA for the 12-month period ended at the end of the most recent calendar month preceding the date of delivery of the Option Notice to the Echo Shareholders and Echo Connect Holdings (the “Trailing 12-month EBITDA”) of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement less (z) $14,269,000 multiplied by (B) twelve (12) (the “Purchase Price”). The Purchase Price will not be subject to an adjustment for cash, working capital or debt, but will contain a customary post-closing true-up of the estimated Trailing 12-month EBITDA compared against the actual Trailing 12-month EBITDA consistent with that set forth in Section 2.02 of the Contribution Agreement (mutatis mutandis). Notwithstanding the first sentence of this Section 57.2(a)(ii) (including, in the event the Trailing 12-month EBITDA of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement is less than or equal to $14,269,000, the Purchase Price will be $1.00. “EBITDA” means with respect to Echo Connect Holdings and its Subsidiaries, “EBITDA” as calculated in the Credit Agreement, dated as of March 1, 2017, among Change Healthcare Intermediate Holdings, LLC, a Delaware but not limited liability company, Change Healthcare Holdings, LLC, a Delaware limited liability company, certain subsidiaries of the Parent Borrowerto, as Borrowers and Guarantors the result of voluntary resignation (each as defined thereinother than for Good Reason) or termination for Cause), the Lenders Option Purchase Price for all Incentive Shares to be purchased from the Management Investor (as defined thereinand such Management Investor's Permitted Transferees) party thereto from time pursuant to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the other parties party thereto Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number. (the “Credit Agreement”C) as further adjusted for (i) any synergies resulting from Echo Connect Holdings and its Subsidiaries being integrated with Change Solutions (or any Subsidiary of any Echo Party that it designates), (ii) any run rate adjustments for cost actions already taken during the relevant period, (iii) any direct acquisition costs, such as third-party due diligence, legal and advisory costs and (iv) any run rate adjustments for acquisitions which occurred during the relevant period.As used herein:

Option Purchase Price. In consideration (A) If the Management Investor --------------------- shall be terminated by the Company without Cause or shall cease to be employed by the Company by reason of its acquisition of all of death, normal retirement at age 65 or more under the issued and outstanding capital stock of Echo Connect Holdings Company's normal retirement policies, or temporary or permanent disability, the "Option Purchase Price" for the Incentive --------------------- Shares to be purchased from such Management Investor or such Management Investor's Permitted Transferees pursuant to the Echo Connect Purchase Agreement, Option (such number of Incentive Shares being the Echo Connect "Purchase Agreement will provide that Change Solutions (Number") shall equal the price calculated --------------- as set forth in the table below opposite the applicable Termination Date of such Management Investor: If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- On or any Subsidiary of any Echo Party that it designates), will pay prior to the Echo Shareholders at first anniversary of the closing under Effective Adjusted Cost Price multiplied by the Echo Connect Time of the Merger Purchase Agreement an aggregate amount equal Number After the first anniversary of the Effective Time of Adjusted Cost Price multiplied by 80% of the the Merger, and on or prior to the second Purchase Number, plus Adjusted Book anniversary of the Effective Time of the Merger Value Price multiplied by 20% of the Purchase Number After the second anniversary of the Effective Time Adjusted Cost Price multiplied by 60% of the of the Merger, and on or prior to the third Purchase Number, plus Adjusted Book anniversary of the Effective Time of the Merger Value Price multiplied by 40% of the Purchase Number After the third anniversary of the Effective Time of Adjusted Cost Price multiplied by 40% of the the Merger, and on or prior to the fourth Purchase Number, plus Adjusted Book anniversary of the Effective Time of the Merger Value Price multiplied by 60% of the Purchase Number After the fourth anniversary of the Effective Time Adjusted Cost Price multiplied by 20% of the of the Merger, and on or prior to the fifth Purchase Number, plus Adjusted Book anniversary of the Effective Time of the Merger Value Price multiplied by 80% of the Purchase Number (iB) $1.00 plus (ii) If the product of Management Investor shall cease to be employed by the Company for any reason other than those set forth in clause (A) (y) the estimated cumulative EBITDA for the 12-month period ended at the end of the most recent calendar month preceding the date of delivery of the Option Notice to the Echo Shareholders and Echo Connect Holdings (the “Trailing 12-month EBITDA”) of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement less (z) $14,269,000 multiplied by (B) twelve (12) (the “Purchase Price”). The Purchase Price will not be subject to an adjustment for cash, working capital or debt, but will contain a customary post-closing true-up of the estimated Trailing 12-month EBITDA compared against the actual Trailing 12-month EBITDA consistent with that set forth in Section 2.02 of the Contribution Agreement (mutatis mutandis). Notwithstanding the first sentence of this Section 57.2(a)(ii) (including, in the event the Trailing 12-month EBITDA of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement is less than or equal to $14,269,000, the Purchase Price will be $1.00. “EBITDA” means with respect to Echo Connect Holdings and its Subsidiaries, “EBITDA” as calculated in the Credit Agreement, dated as of March 1, 2017, among Change Healthcare Intermediate Holdings, LLC, a Delaware but not limited liability company, Change Healthcare Holdings, LLC, a Delaware limited liability company, certain subsidiaries of the Parent Borrowerto, as Borrowers and Guarantors (each as defined thereinthe result of voluntary resignation or termination for Cause), the Lenders Option Purchase Price for all Incentive Shares to be purchased from the Management Investor (as defined thereinand such Management Investor's Permitted Transferees) party thereto from time pursuant to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the other parties party thereto Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number. (the “Credit Agreement”C) as further adjusted for (i) any synergies resulting from Echo Connect Holdings and its Subsidiaries being integrated with Change Solutions (or any Subsidiary of any Echo Party that it designates), (ii) any run rate adjustments for cost actions already taken during the relevant period, (iii) any direct acquisition costs, such as third-party due diligence, legal and advisory costs and (iv) any run rate adjustments for acquisitions which occurred during the relevant period.As used herein:

Option Purchase Price. In consideration of its acquisition of all of the issued and outstanding capital stock of Echo Connect Holdings pursuant to the Echo Connect Purchase Agreement, the Echo Connect Purchase Agreement will provide that Change Solutions (or any Subsidiary of any Echo Party that it designates), will pay to the Echo Shareholders at the closing under the Echo Connect Purchase Agreement an aggregate amount equal to (i) $1.00 plus (ii) the product of (A) (y) the estimated cumulative EBITDA for the 12-month period ended at the end of the most recent calendar month preceding the date of delivery of the Option Notice to the Echo Shareholders and Echo Connect Holdings (the “Trailing 12-month EBITDA”) of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement less (z) $14,269,000 [●]2 multiplied by (B) twelve (12) (the “Purchase Price”)]. The Purchase Price will not be subject to an adjustment for cash, working capital or debt, but will contain a customary post-closing true-up of the estimated Trailing 12-month EBITDA compared against the actual Trailing 12-month EBITDA consistent with that set forth in Section 2.02 of the Contribution Agreement (mutatis mutandis). Notwithstanding the first sentence of this Section 5, in In the event the Trailing 12-month EBITDA of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement is less than or equal to $14,269,000[●], the Purchase Price will be $1.00. For purposes hereof, “EBITDA” means means, with respect to Echo Connect Holdings and its Subsidiaries, “EBITDA” with respect to every period, the consolidated net income for such period, prior to the provision for interest expense, Taxes, depreciation and amortization, in each case in accordance with GAAP, as adjusted for [●], and calculated in the Credit Agreementmanner, dated as and by using the same line items, set forth on Schedule II (which, for purposes of March 1such calculation, 2017, among Change Healthcare Intermediate Holdings, LLC, a Delaware limited liability company, Change Healthcare Holdings, LLC, a Delaware limited liability company, certain subsidiaries calculated the Trailing 12-month EBITDA of the Parent Borrower, as Borrowers and Guarantors (each as defined therein), the Lenders (as defined therein) party thereto from time to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the other parties party thereto (the “Credit Agreement”) as further adjusted for (i) any synergies resulting from business associated with Echo Connect Holdings and its Subsidiaries being integrated with Change Solutions (or any Subsidiary as of any Echo Party that it designates[●]), (ii) any run rate adjustments for cost actions already taken during the relevant period, (iii) any direct acquisition costs, such as third-party due diligence, legal and advisory costs and (iv) any run rate adjustments for acquisitions which occurred during the relevant period.

Option Purchase Price. In consideration (A) If the Management Investor shall be terminated by the Company without Cause or shall cease to be employed by the Company by reason of its acquisition of all of death, normal retirement at age 62 or more under the issued and outstanding capital stock of Echo Connect Holdings Company's normal retirement policies, or temporary or permanent disability, the "Option Purchase Price" for the Incentive Shares to be purchased from such Management Investor or such Management Investor's Permitted Transferees pursuant to the Echo Connect Purchase AgreementOption (such number of Incentive Shares being the "Purchase Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: If the Termination Date Occurs: Option Purchase Price ------------------------------- --------------------- On or prior to the first anniversary Adjusted Cost Price multiplied by of the Closing the Purchase Number After the first anniversary of the Adjusted Cost Closing, and on or prior to Price multiplied by 80% of the Echo Connect the second anniversary of the Closing Purchase Agreement will provide Number, plus Fair Market Value Price multiplied by 20% of the Purchase Number After the second anniversary of the Adjusted Cost Closing, and on or prior to Price multiplied by 60% of the the third anniversary of the Closing Purchase Number, plus Fair Market Value Price multiplied by 40% of the Purchase Number After the third anniversary of the Adjusted Cost Closing, and on or prior to Price multiplied by 40% of the the fourth anniversary of the Closing Purchase Number, plus Fair Market Value Price multiplied by 60% of the Purchase Number After the fourth anniversary of the Adjusted Cost Closing, and on or prior to Price multiplied by 20% of the the fifth anniversary of the Closing Purchase Number, plus Fair Market Value Price multiplied by 80% of the Purchase Number provided, however, that, on each of the first four anniversaries of the Closing, Incentive Shares shall vest an additional 7.5 percentage points (and the above table shall be adjusted accordingly) each time the actual EBITDA for any of the Company's prior fiscal years completed following the Closing was at least 110% of the EBITDA target for such fiscal year as established by the Company's Board of Directors and as adjusted pursuant to Section 7.8; provided further, that Change Solutions on a Public Offering or an Approved Sale (or any Subsidiary of any Echo Party that it designatessubject to Section 7.7), will pay to if less than 80% of the Echo Shareholders at the closing under the Echo Connect Purchase Agreement an aggregate amount equal to Incentive Shares have vested, a number of unvested Incentive Shares shall immediately vest so that 80% of all Incentive Shares are vested. By way of example, assume that (i) $1.00 plus the Company's actual EBITDA was at least 110% of the EBITDA targets for each of the first two completed fiscal years following Closing and (ii) a certain Management Investor is terminated by the product Company without Cause after the second anniversary of the Closing, but prior to the third anniversary of the Closing. The Option Purchase Price for the Incentive Shares to be purchased from this terminated Management Investor shall equal Adjusted Cost Price multiplied by 45% of the Purchase Number, plus Fair Market Value Price multiplied by 55% of the Purchase Number. This Option Purchase Price is calculated as follows: (A) (y) the estimated cumulative EBITDA for Purchase Number to be multiplied by the 12-month period ended at Adjusted Cost Price shall be decreased, and the end Purchase Number to be multiplied by the Fair Market Value Price shall be increased, by 20 percentage points on each of the most recent calendar month preceding the date of delivery first and second anniversaries of the Option Notice to Closing as shown in the Echo Shareholders table above; and Echo Connect Holdings (the “Trailing 12-month EBITDA”) of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement less (z) $14,269,000 multiplied by (B) twelve (12) (the “Purchase Price”). The Number to be multiplied by the Adjusted Cost Price shall be decreased, and the Purchase Number to be multiplied by the Fair Market Value Price will not shall be subject to an adjustment for cashincreased, working capital or debt, but will contain a customary post-closing true-up by 7.5 percentage points on each of the estimated Trailing 12-month first and second anniversaries of the Closing as a result of 110% of the EBITDA compared against targets being reached in two different years. (B) If the actual Trailing 12-month EBITDA consistent with that Management Investor shall cease to be employed by the Company for any reason other than those set forth in Section 2.02 of the Contribution Agreement clause (mutatis mutandis). Notwithstanding the first sentence A) of this Section 57.2(a)(ii) (including, in the event the Trailing 12-month EBITDA of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement is less than or equal to $14,269,000, the Purchase Price will be $1.00. “EBITDA” means with respect to Echo Connect Holdings and its Subsidiaries, “EBITDA” as calculated in the Credit Agreement, dated as of March 1, 2017, among Change Healthcare Intermediate Holdings, LLC, a Delaware but not limited liability company, Change Healthcare Holdings, LLC, a Delaware limited liability company, certain subsidiaries of the Parent Borrowerto, as Borrowers and Guarantors (each as defined thereinthe result of voluntary resignation or termination for Cause), the Lenders Option Purchase Price for all Incentive Shares to be purchased from the Management Investor (as defined thereinand such Management Investor's Permitted Transferees) party thereto from time pursuant to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the other parties party thereto Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number. (the “Credit Agreement”C) as further adjusted for (i) any synergies resulting from Echo Connect Holdings and its Subsidiaries being integrated with Change Solutions (or any Subsidiary of any Echo Party that it designates), (ii) any run rate adjustments for cost actions already taken during the relevant period, (iii) any direct acquisition costs, such as third-party due diligence, legal and advisory costs and (iv) any run rate adjustments for acquisitions which occurred during the relevant period.As used herein:

Option Purchase Price. In consideration Subject to Section 6.3(a)(iv) below, if --------------------- the Management Investor shall be terminated by the Company without Cause or shall cease to be employed by the Company or DRA by reason of its acquisition of all of death, normal retirement at age 65 or more under the issued and outstanding capital stock of Echo Connect Holdings Company's or DRA's normal retirement policies, or temporary or permanent disability, the "Option Purchase Price" for the Common Stock to be purchased from such Management Investor pursuant to the Echo Connect Purchase Agreement, Option (such number of shares of Common Stock being the Echo Connect "Purchase Agreement will provide that Change Solutions (Number") shall equal the price calculated as set forth in the table below opposite the applicable Termination Date of such Management Investor: Option If the Termination Date Occurs: Purchase Price ------------------------------ -------------- On or any Subsidiary of any Echo Party that it designates), will pay prior to the Echo Shareholders at first Adjusted Cost Price anniversary of the closing under Closing multiplied by the Echo Connect Date Purchase Agreement an aggregate amount equal Number After the first anniversary Adjusted Cost of the Closing Date, and on or Price multiplied by prior to (i) $1.00 the second anniversary 80% of the Purchase of the Closing Date Number, plus (ii) Adjusted Book Value Price multiplied by 20% of the product Purchase Number After the second anniversary of Adjusted Cost Price multiplied of the Closing Date, and on or by 60% of the Purchase Number, prior to the third anniversary plus Adjusted Book Value Price of the Closing Date multiplied by 40% of the Purchase Number After the third anniversary of Adjusted Cost Price the Closing Date, and on or multiplied by 40% of the prior to the fourth anniversary Purchase Number, plus of the Closing Date Adjusted Book Value Price multiplied by 60% of the Purchase Number After the fourth anniversary of Adjusted Cost Price the Closing Date and on or prior multiplied by 20% of the to the fifth anniversary of the Purchase Number, plus Closing Date Adjusted Book Value Price multiplied by 80% of the Purchase Number Notwithstanding anything to the contrary contained herein, (A) (y) if the estimated cumulative EBITDA Management Investor shall cease to be employed by the Company or DRA for the 12-month period ended at the end of the most recent calendar month preceding the date of delivery of the Option Notice to the Echo Shareholders and Echo Connect Holdings (the “Trailing 12-month EBITDA”) of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement less (z) $14,269,000 multiplied by (B) twelve (12) (the “Purchase Price”). The Purchase Price will not be subject to an adjustment for cash, working capital or debt, but will contain a customary post-closing true-up of the estimated Trailing 12-month EBITDA compared against the actual Trailing 12-month EBITDA consistent with that any reason other than those set forth in Section 2.02 of the Contribution Agreement (mutatis mutandis). Notwithstanding the first sentence of this Section 56.3(a)(ii) (including, in the event the Trailing 12-month EBITDA of Echo Connect Holdings and its Subsidiaries as of the closing of the Echo Connect Purchase Agreement is less than or equal to $14,269,000but not limited to, the Purchase Price will be $1.00. “EBITDA” means with respect to Echo Connect Holdings and its Subsidiaries, “EBITDA” as calculated in the Credit Agreement, dated as of March 1, 2017, among Change Healthcare Intermediate Holdings, LLC, a Delaware limited liability company, Change Healthcare Holdings, LLC, a Delaware limited liability company, certain subsidiaries of the Parent Borrower, as Borrowers and Guarantors (each as defined thereintermination for Cause), the Lenders Option Purchase Price for all shares of Company Stock to be purchased from the Management Investor (as defined thereinand his Permitted Transferees) party thereto from time pursuant to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender the Purchase Option shall equal the Adjusted Cost Price multiplied by the Purchase Number; and L/C Issuer and (B) in connection with the other parties party thereto (the “Credit Agreement”) as further adjusted for (i) any synergies resulting from Echo Connect Holdings and its Subsidiaries being integrated with Change Solutions (or any Subsidiary exercise of any Echo Party that it designates)Purchase Option pursuant to Section 6.3, (ii) the Company may deduct from the Option Purchase Price paid to any run rate adjustments for cost actions already taken during Management Investor the relevant period, (iii) aggregate amount of the outstanding principal and accrued but unpaid interest due on any direct acquisition costs, Promissory Note of such as third-party due diligence, legal and advisory costs and (iv) any run rate adjustments for acquisitions which occurred during Management Investor to the relevant period.Company. As used herein:

Option Purchase Price. In consideration of its acquisition of all If the Management Stockholder shall cease to be employed by Penhall or any of the issued and outstanding capital stock Companies by reason of Echo Connect Holdings termination without Cause, the "Option Purchase Price" for the Common Stock and/or Series B Preferred Stock to be purchased from such Management Stockholder or such Management Stockholder's Permitted Transferees pursuant to the Echo Connect Options (such number of shares of Common Stock and/or such number of shares of Series B Preferred Stock, each being referred to as the "Purchase Agreement, Number") shall equal the Echo Connect Purchase Agreement will provide that Change Solutions (or any Subsidiary of any Echo Party that it designates), will pay to the Echo Shareholders at the closing under the Echo Connect Purchase Agreement an aggregate amount equal to (i) $1.00 plus (ii) the product of (A) (y) the estimated cumulative EBITDA for the 12-month period ended at the end of the most recent calendar month preceding the date of delivery of the Option Notice to the Echo Shareholders and Echo Connect Holdings (the “Trailing 12-month EBITDA”) of Echo Connect Holdings and its Subsidiaries price calculated as of the closing of the Echo Connect Purchase Agreement less (z) $14,269,000 multiplied by (B) twelve (12) (the “Purchase Price”). The Purchase Price will not be subject to an adjustment for cash, working capital or debt, but will contain a customary post-closing true-up of the estimated Trailing 12-month EBITDA compared against the actual Trailing 12-month EBITDA consistent with that set forth in Section 2.02 the table below opposite the applicable Termination Date of such Management Stockholder: Option If the Termination Date Occurs: Purchase Price ------------------------------- -------------- On or prior to the first Original Cost anniversary of the Contribution Agreement date multiplied by the hereof Purchase Number After the first anniversary Original Cost of the date hereof, and on or multiplied by prior to the second anniversary 80% of the Purchase of the date hereof Number, plus Adjusted Book Value multiplied by 20% of the Purchase Number After the second anniversary of Original Cost multiplied the date hereof, and on or by 60% of the Purchase Number, prior to the third anniversary plus Adjusted Book Value of the date hereof multiplied by 40% of the Purchase Number After the third anniversary of Original Cost the date hereof, and on or multiplied by 40% of the prior to the fourth anniversary Purchase Number, plus of the date hereof Adjusted Book Value multiplied by 60% of the Purchase Number After the fourth anniversary of Original Cost the date hereof, and on or prior multiplied by 20% of the to the fifth anniversary of the Purchase Number, plus date hereof Adjusted Book Value multiplied by 80% of the Purchase Number After the fifth anniversary of Adjusted Book Value the date hereof multiplied by the Purchase Number If the Management Stockholder shall cease to be employed by Penhall or any of the Companies because of death or temporary or permanent disability, the Option Purchase Price for all shares of Common Stock and/or Series B Preferred Stock to be purchased from the Management Stockholder (mutatis mutandis)and such Management Stockholder's Permitted Transferees) pursuant to the Options shall equal the Adjusted Book Value multiplied by the Purchase Number. Notwithstanding anything to the first sentence of this Section 5contrary contained herein, in if the event the Trailing 12-month EBITDA of Echo Connect Holdings and its Subsidiaries as Management Stockholder shall cease to be employed by Penhall or any of the closing of Companies for any reason other than termination without Cause, death or disability (including, but not limited to, termination for Cause or voluntary termination by the Echo Connect Purchase Agreement is less than or equal to $14,269,000, the Purchase Price will be $1.00. “EBITDA” means with respect to Echo Connect Holdings and its Subsidiaries, “EBITDA” as calculated in the Credit Agreement, dated as of March 1, 2017, among Change Healthcare Intermediate Holdings, LLC, a Delaware limited liability company, Change Healthcare Holdings, LLC, a Delaware limited liability company, certain subsidiaries of the Parent Borrower, as Borrowers and Guarantors (each as defined thereinManagement Investor), the Lenders Option Purchase Price for all shares of Common Stock and/or Series B Preferred Stock to be purchased from the Management Stockholder (as defined thereinand such Management Stockholder's Permitted Transferees) party thereto from time pursuant to time, Bank of America, N.A., as Administrative Agent, Collateral Agent, Swing Line Lender and L/C Issuer and the other parties party thereto (Options shall equal the “Credit Agreement”) as further adjusted for (i) any synergies resulting from Echo Connect Holdings and its Subsidiaries being integrated with Change Solutions (or any Subsidiary of any Echo Party that it designates), (ii) any run rate adjustments for cost actions already taken during Original Cost multiplied by the relevant period, (iii) any direct acquisition costs, such as third-party due diligence, legal and advisory costs and (iv) any run rate adjustments for acquisitions which occurred during the relevant periodPurchase Number.