0000741815-15-000052 Sample Contracts

HOOPER HOLMES, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION
Asset Purchase Agreement • December 17th, 2015 • Hooper Holmes Inc • Services-misc health & allied services, nec

On April 17, 2015, Hooper Holmes, Inc. (the "Company") entered into and consummated an Asset Purchase Agreement (the "Purchase Agreement") among the Company and certain of its subsidiaries, Accountable Health Solutions, Inc. ("AHS") and Accountable Health, Inc. (the "Seller" or "AHI"). Pursuant to the Purchase Agreement, the Company has acquired substantially all the operations, assets and certain liabilities representing the health and wellness business of AHI for approximately $7 million, $4 million in cash and 6,500,000 shares of the Company’s common stock, $0.04 par value, subject to a working capital adjustment as described in the Purchase Agreement (the "Acquisition"). There were 5,576,087 shares of Common Stock delivered to the Seller at closing and 326,087 shares of Common Stock were held back for the working capital adjustment, which were subsequently released on October 9, 2015, and 597,826 shares of Common Stock were held back for indemnification purposes.

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