Common use of Preliminary Purchase Price Allocation Clause in Contracts

Preliminary Purchase Price Allocation. The combined company will allocate the purchase price paid by Express Scripts to the fair value of the Medco assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Medco as of September 24, 2011. In addition, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors, at the completion of the Mergers. Once Express Scripts and its third party valuation advisors have full access to the specifics of Medco’s intangible assets, additional insight will be gained that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Mergers. The estimated intangible assets are comprised of customer contracts with an estimated useful life of 10 years and trade names with an estimated useful life of 5 years, which is consistent with the estimated benefit period. Since Express Scripts has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of Medco’s expected future cash flows for all customer contracts and trade names. Express Scripts expects that the estimated value assigned to Medco’s customer contracts is likely to change as access is gained by Express Scripts to the specifics of Medco’s customer contracts and as life and renewal assumptions are refined. Additional intangible asset classes may be identified as the valuation process continues, however such items are currently not expected to be material to the overall purchase price allocation. A 10% change in the amount allocated to identifiable intangible assets would increase or decrease annual amortization expense by $140.0 million. The residual amount of the purchase price after preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts recorded when the Mergers are complete may differ materially from the pro forma amounts presented below (in millions): Tangible assets acquired: Current assets $ 5,558.3 Property and equipment, net 1,027.1 Other non-current assets 91.0 Total tangible assets acquired 6,676.4 Value assigned to intangible assets acquired 11,700.0 Liabilities assumed, excluding debt (7,274.6 ) Deferred tax liability related to acquired intangible assets and replacement stock awards included in the purchase price (3,243.5 ) Total assets acquired in excess of liabilities assumed 7,858.3 Goodwill 25,913.2 Total purchase price 33,771.5 Less debt assumed (5,380.4 ) Total payments to Medco stockholders $ 28,391.1 Note 4 — Unaudited Pro Forma Adjustments

Preliminary Purchase Price Allocation. The combined company will allocate the purchase price paid by Express Scripts to the fair value of the Medco assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Medco as of September 24December 31, 2011. In addition, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors, at the completion of the Mergers. Once New Express Scripts and its third party valuation advisors have full access to the specifics of Medco’s intangible assetscomplete this analysis, additional insight will be gained that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Mergersfactors. The estimated intangible assets are comprised of customer contracts with an estimated useful life of 10 years and trade names with an estimated useful life of 5 years, which is consistent with the estimated benefit period. Since New Express Scripts has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of Medco’s expected future cash flows for all customer contracts and trade names. New Express Scripts expects that the estimated value assigned to Medco’s customer contracts is likely to change as access is gained by New Express Scripts to analyzes the specifics of Medco’s customer contracts and as life and renewal assumptions are refined. Additional intangible asset classes may be identified as the valuation process continues, however such items are currently not expected to be material to the overall purchase price allocation. A 10% change in the amount allocated to identifiable intangible assets would increase or decrease annual amortization expense by $140.0 million. The residual amount of the purchase price after preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts recorded when the Mergers are final valuation is complete may differ materially from the pro forma amounts presented below (in millions): Tangible assets acquired: Current assets $ 5,558.3 6,676.9 Property and equipment, net 1,027.1 1,108.4 Other non-current assets 91.0 61.6 Total tangible assets acquired 6,676.4 7,846.9 Value assigned to intangible assets acquired 11,700.0 Liabilities assumed, excluding debt (7,274.6 7,909.1 ) Deferred tax liability related to acquired intangible assets and replacement stock awards included in the purchase price (3,243.5 3,324.3 ) Total assets acquired in excess of liabilities assumed 7,858.3 8,313.5 Goodwill 25,913.2 27,077.6 Total purchase price 33,771.5 35,391.1 Less debt assumed (5,380.4 5,331.4 ) Total payments to Medco stockholders $ 28,391.1 Note 4 — Unaudited Pro Forma Adjustments30,059.7

Preliminary Purchase Price Allocation. The total consideration for the transaction is $8,500 in a debt-free cash-free transaction. The combined company will allocate the purchase price paid by Express Scripts ORBCOMM to the fair value of the Medco WAM assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Medco WAM as of September 2430, 20112015. In addition, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors, at the completion of the Mergers. Once Express Scripts and its third party valuation advisors have full access to the specifics of Medco’s intangible assetsORBCOMM completes this analysis, additional insight will may be gained that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-weighted- average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Mergersfactors. The estimated intangible assets are comprised of customer contracts with an estimated useful life of 11 years, technology with an estimated useful life of 10 years years, and trade names with an estimated useful life of 5 7 years, which is consistent with the estimated benefit period. Since Express Scripts ORBCOMM has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of MedcoWAM’s expected future cash flows for all customer contracts and projected revenue for all trade namesnames and technology. Express Scripts ORBCOMM expects that the estimated value assigned to MedcoWAM’s customer contracts is likely to change as access is gained by Express Scripts to ORBCOMM analyzes the specifics of MedcoWAM’s customer contracts and as life and renewal assumptions are refined. Additional intangible asset classes may be identified as the valuation process continues, however such items are currently not expected to be material to the overall purchase price allocation. A 10% change in the amount allocated to identifiable intangible assets would increase or decrease annual amortization expense by approximately $140.0 million38. The residual amount of the purchase price after preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts recorded when the Mergers are final valuation is complete may differ materially from the pro forma amounts presented below (in millions): Tangible assets below: Assets acquired: Current assets $ 5,558.3 Property 574 Satellite network and other equipment, net 1,027.1 Other non-current assets 91.0 122 Total tangible assets acquired 6,676.4 Value assigned to intangible 696 Intangible assets acquired 11,700.0 7,699 Liabilities assumed, excluding debt assumed (7,274.6 ) Deferred tax liability related to acquired intangible assets and replacement stock awards included in the purchase price (3,243.5 7,594 ) Total assets acquired in excess of liabilities assumed 7,858.3 801 Goodwill 25,913.2 7,699 Total purchase price 33,771.5 Less debt assumed (5,380.4 ) Total payments $ 8,500 Notes to Medco stockholders $ 28,391.1 Note 4 — Unaudited Pro Forma AdjustmentsCondensed Combined Financial Information ($ in thousands)

Preliminary Purchase Price Allocation. The combined company will allocate the purchase price paid by Express Scripts to the fair value of the Medco assets acquired and liabilities assumed. The pro forma purchase price allocation below has been developed based on preliminary estimates of fair value using the historical financial statements of Medco as of September 24, 2011. In addition, the allocation of the purchase price to acquired intangible assets is based on preliminary fair value estimates and is subject to final management analysis, with the assistance of third party valuation advisors, at the completion of the Mergers. Once Express Scripts and its third party valuation advisors have full access to the specifics of Medco’s intangible assets, additional insight will be gained that could impact: (i) the estimated total value assigned to intangible assets, (ii) the estimated allocation of value between finite-lived and indefinite-lived intangible assets and/or (iii) the estimated weighted-average useful life of each category of intangible assets. The estimated intangible asset values and their useful lives could be impacted by a variety of factors that may become known to us only upon access to additional information and/or by changes in such factors that may occur prior to the effective time of the Mergers. The estimated intangible assets are comprised of customer contracts with an estimated useful life of 10 years and trade names with an estimated useful life of 5 years, which is consistent with the estimated benefit period. Since Express Scripts has limited information at this time to value all of the intangible assets, the estimated fair values were based primarily on current estimates of Medco’s expected future cash flows for all customer contracts and trade names. Express Scripts expects that the estimated value assigned to Medco’s customer contracts is likely to change as access is gained by Express Scripts to the specifics of Medco’s customer contracts and as life and renewal assumptions are refined. Additional intangible asset classes may be identified as the valuation process continues, however such items are currently not expected to be material to the overall purchase price allocation. A 10% change in the amount allocated to identifiable intangible assets would increase or decrease annual amortization expense by $140.0 million. The residual amount of the purchase price after preliminary allocation to identifiable intangibles has been allocated to goodwill. The actual amounts recorded when the Mergers are complete may differ materially from the pro forma amounts presented below (in millions): 8 Tangible assets acquired: Current assets $ 5,558.3 Property and equipment, net 1,027.1 Other non-current assets 91.0 Total tangible assets acquired 6,676.4 Value assigned to intangible assets acquired 11,700.0 Liabilities assumed, excluding debt (7,274.6 ) Deferred tax liability related to acquired intangible assets and replacement stock awards included in the purchase price (3,243.5 3,313.3 ) Total assets acquired in excess of liabilities assumed 7,858.3 7,788.5 Goodwill 25,913.2 24,276.3 Total purchase price 33,771.5 32,064.8 Less debt assumed (5,380.4 ) Total payments to Medco stockholders $ 28,391.1 26,684.4 Note 4 — Unaudited Pro Forma Adjustments