Tabula Rasa HealthCare, Inc. (Form: 8-K, Received: 09/07/2017 06:02:56)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): September 6, 2017

TABULA RASA HEALTHCARE, INC .

(Exact Name of Registrant Specified in Charter)

Delaware
(State or Other
Jurisdiction of
Incorporation)

001-37888
(Commission File
Number)

46-5726437
(I.R.S. Employer
Identification No.)

228 Strawbridge Drive, Suite 100
Moorestown, New Jersey		08057
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (866) 648-2767

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 1.01 Entry into a Material Definitive Agreement

Agreement and Plan of Merger

On September 6, 2017 (the “ Closing Date ”), Tabula Rasa HealthCare, Inc., a Delaware corporation (“ TRHC ”), TRCRD, Inc., a Delaware corporation and wholly-owned subsidiary of TRHC (“ Merger Sub I ”) and TRSHC Holdings, LLC, a Delaware limited liability company and a wholly-owned subsidiary of TRHC (“ Merger Sub II ,” and together with Merger Sub I, the “ Merger Subs ”), entered into, and consummated the transactions contemplated by, an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among TRHC, the Merger Subs, Sinfonía HealthCare Corporation, a Delaware corporation (“ Sinfonía ”), Michael Deitch, Fletcher McCusker and Mr. Deitch in his capacity as the Stockholders’ Representative. Under the terms of the Merger Agreement, Merger Sub I merged with and into Sinfonía, with Sinfonía surviving as a wholly-owned subsidiary of TRHC (the “ First Merger ”). Immediately following the First Merger, Sinfonía merged with and into Merger Sub II, with Merger Sub II surviving as a wholly-owned subsidiary of TRHC (the “ Second Merger ,” and together with the First Merger, the “ Merger ”). Capitalized terms used herein and not otherwise defined have the meaning set forth in the Merger Agreement.

At the closing of the Merger, TRHC (i) paid $35 million in cash consideration, subject to adjustments set forth in the Merger Agreement, and (ii) issued 520,833 shares of TRHC common stock (valued at $19.20 per share) (the “ Closing Consideration ”). A portion of the cash merger consideration is being held in escrow to secure potential claims by TRHC for indemnification under the Merger Agreement and in respect of adjustments to Merger Consideration. In addition, TRHC obtained a buyer-side representation and warranty insurance policy in connection with the Merger Agreement.

At the effective time of the Merger, all issued and outstanding shares of Sinfonía capital stock and options to purchase Sinfonía capital stock (“ Sinfonía Options ”) were cancelled, and all outstanding shares of Sinfonía capital stock and all vested Sinfonía Options with an exercise price less than the per share merger consideration (without taking into account any Contingent Payments) were exchanged for the Closing Consideration.

In addition to the Closing Consideration, holders of Sinfonía’s capital stock and vested Sinfonía Options with an exercise price less than the per share merger consideration (without taking into account any Contingent Payments) may be eligible to receive two additional contingent payments if Sinfonía achieves certain performance goals for each of the twelve-month periods ended December 31, 2017 and December 31, 2018 (each a “ Contingent Payment ” and, together, the “ Contingent Payments ”). The Contingent Payments, if any, will be paid 50% in cash and 50% in TRHC common stock, subject to adjustments as set forth in the Merger Agreement. However, pursuant to the terms of the Merger Agreement, in no event will the aggregate number of shares of TRHC common stock issued as Closing Consideration and in connection with Contingent Payments exceed 19.9% of the issued and outstanding shares of TRHC common stock as of the close of September 5, 2017. In addition, TRHC is not obligated to pay more than $35 million in cash and TRHC common stock for the first Contingent Payment, or more than $130 million for the aggregate overall Closing Consideration (not taking into account certain adjustments set forth in the Merger Agreement) and Contingent Payments.

The Merger Agreement includes customary terms and conditions, including provisions that require the stockholders of Sinfonía to indemnify TRHC for certain losses that it incurs, including as a result of a breach by Sinfonía of its representations, warranties or covenants under the Merger Agreement.

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The representations, warranties and covenants of the parties contained in the Merger Agreement have been made solely for the benefit of the parties thereto. In addition, such representations, warranties and covenants (i) have been made only for purposes of the Merger Agreement, (ii) have been qualified by confidential disclosures made by Sinfonía to TRHC in connection with the Merger Agreement, (iii) are subject to materiality qualifications contained in the Merger Agreement which may differ from what may be viewed as material by investors, (iv) were made only as of the date of the Merger Agreement or such other date as is specified in the Merger Agreement and (v) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this report only to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the parties or their respective businesses. Investors

should not rely on the representations, warranties or covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the parties or any of their respective subsidiaries or affiliates.

Amended and Restated Loan and Security Agreement

On September 6, 2017, in connection with the Merger, TRHC, CareKinesis, Inc., a Delaware corporation (“ CareKinesis ”), Careventions Inc., a Delaware corporation (“ Careventions ”), Capstone Performance Systems, LLC, a Delaware limited liability company (“ Capstone ”), J.A. Robertson, Inc., a California corporation (“ Robertson ”), Medliance LLC, an Arizona limited liability company (“ Medliance ”), CK Solutions, LLC, a Delaware limited liability company (“ CK Solutions ”), SinfoniaRX, Inc., an Arizona corporation (“ SinfoniaRX ”), Sinfonia, Merger Sub I and Merger Sub II (together, with TRHC, CareKinesis, Careventions, Capstone, Robertson, Medliance, CK Solutions, SinfoniaRX, Sinfonia and Merger Sub I, the “ Borrowers ”) entered into an Amended and Restated Loan and Security Agreement (the “ Loan Agreement ”) with the several banks and other financial institutions or entities from time to time party thereto (the “ Lenders ”) and Western Alliance Bank, an Arizona corporation, as successor-in-interest to Bridge Bank, National Association, as a Lender and as administrative agent and collateral agent for the Lenders (the “ Agent ”). The Loan Agreement provides for a $40 million revolving credit facility, with a $1 million sublimit for cash management services and letters of credit and foreign exchange transactions (the “ Credit Facility ”). The Borrowers may request an increase in the size of the Credit Facility up to $10 million upon the successful syndication of such additional amounts (the “ Incremental Facility ”). Amounts under the Credit Facility may be borrowed, repaid and re-borrowed from time to time until the maturity date on September 6, 2020. Capitalized terms used herein but not otherwise defined have the meaning set forth in the Loan Agreement.

Loans under the Credit Facility will bear interest at a rate equal to the Prime Rate plus an Applicable Margin. Prime Rate is defined to mean the greater of (i) 3.5% or (ii) the prime rate published in the Money Rates section of the Western edition of The Wall Street Journal, or such other rate of interest publicly announced from time to time by the Agent as its prime rate. The Applicable Margin for each month will range from (0.25%) to 0.25%, depending on the Borrowers’ Leverage Ratio. Initially, the Applicable Margin is 0.0%. Interest under the Credit Facility is payable monthly. The Credit Facility is also subject to a commitment fee of $100,000, payable upon execution of the Loan Agreement and annually thereafter. An additional fee equal to 0.25% of the Incremental Facility will be due upon the closing of the Incremental Facility and annually thereafter.

The obligations of the Borrowers under the Credit Facility are secured by all of the assets of the Borrowers, subject to certain exceptions and exclusions as set forth in the Loan Agreement and other loan documents.

The Loan Agreement contains certain affirmative and negative covenants that are binding on the Borrowers, including, but not limited to, restrictions (subject to specified exceptions and qualifications) on the ability of the Borrowers to incur indebtedness, to create liens, to merge or consolidate, to make dispositions, to pay dividends or make distributions, to make investments, to pay any subordinated indebtedness, to enter into certain transactions with affiliates or to make capital expenditures.

In addition, the Loan Agreement requires the Borrowers to abide by certain financial covenants. Specifically, the Loan Agreement requires that the Borrowers:

· Maintain unrestricted cash balances in their accounts with the Agent plus amounts available for draw under the Credit Facility of at least $3 million at all times.

· Maintain a Leverage Ratio (as defined in the Credit Agreement) of less than 2.50:1.00, on a trailing twelve-month basis starting with the twelve-month period ending December 31, 2017, measured quarterly.

· Maintain a quarterly EBITDA (as defined in the Credit Agreement), starting with the quarter ending December 31, 2017 and each quarter thereafter, of at least 75% of the plan approved by TRHC’s Board of Directors and the Agent, including acquisitions permitted under the Loan Agreement (and calculated on a pro-forma basis from the Closing Date).

The Loan Agreement contains customary events of default (which are in some cases subject to certain exceptions, thresholds, notice requirements and grace periods). The Loan Agreement also contains certain representations, warranties and conditions, in each case as set forth in the Loan Agreement.

The foregoing description of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 2.01.

The financial statements of Sinfonía and the pro forma financial information of TRHC required under Item 9.01 of this report will be filed by amendment not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The disclosures set forth in Item 1.01 above are incorporated by reference into this Item 3.02. TRHC issued common stock in connection with the closing of the Merger in a private placement exempt from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. TRHC relied on representations made by the individuals who received TRHC common stock to the effect that they were acquiring the TRHC common stock for investment purposes and not with a view to, or for resale in connection with, the distribution of such securities in violation of applicable securities laws and that they had sufficient knowledge and experience in business and financial matters to be capable of evaluating the merits and risks of an investment in such securities.

Item 7.01 Regulation FD Disclosure

On September 6, 2017, TRHC issued a press release announcing the completion of the Merger. TRHC also posted an investor presentation discussing Sinfonía and the Merger on the Investors section of its website at www.TRHC.com. Copies of the press release and investor presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference herein.

The information furnished pursuant to this Item 7.01 and the accompanying Exhibit 99.1 and Exhibit 99.2 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, and is not to be incorporated by reference into any filing of TRHC.

Item 8.01 Other Events

The following risk factors are provided to update the risk factors of TRHC previously disclosed in TRHC’s periodic reports filed with the Securities and Exchange Commission (the “ SEC ”), including its Annual Report on Form 10-K for the year ended December 31, 2016:

We face additional risks as a result of the Merger and may be unable to integrate our businesses successfully and realize the anticipated synergies and related benefits of the Merger or do so within the anticipated timeframe.

On September 6, 2017, we completed our acquisition of Sinfonía. The Merger involved a combination of two companies that previously operated as independent companies, and, as a result of the Merger, the combined company faces various additional risks, including, among others, the following:

· our inability to successfully evaluate and utilize Sinfonía’s products, services, technology or personnel;

· disruption to Sinfonía’s business and operations and relationships with service providers, customers, employees and other partners;

· negative effects on our products, product pipeline and services from the changes and potential disruption that may follow the acquisition;

· diversion of our management’s attention from other strategic activities;

· our inability to successfully combine the businesses in a manner that permits the combined company to achieve the cost savings anticipated to result from the Merger;

· diversion of significant resources from the ongoing development of our existing products, services and operations; and

· greater than anticipated costs related to the integration of Sinfonía’s business and operations into ours.

Our ability to execute all such plans will depend on various factors, many of which remain outside our control. Any of these risks could adversely affect our business and financial results.

The process of integrating Sinfonía’s operations into our operations could result in unforeseen operating difficulties and require significant resources.

The following factors, among others, could reduce our revenues and earnings, increase our operating costs, and result in a loss of projected synergies:

· if we are unable to successfully integrate the duties, responsibilities, and other factors of interest to the management and employees of the acquired business, we could lose employees to our competitors, which could significantly affect our ability to operate the business and complete the integration;

· if we are unable to implement and retain uniform standards, controls, policies, procedures and information systems; and

· if the integration process causes any delays with the delivery of our services, or the quality of those services, we could lose customers, which would reduce our revenues and earnings.

The process of integrating Sinfonía and its associated services and technologies involves numerous risks that could materially and adversely affect our results of operations or stock price.

The following factors, among others, could materially and adversely affect our results of operations or stock price:

· expenses related to the acquisition process and impairment charges to goodwill and other intangible assets related to the acquisition;

· the dilutive effect on earnings per share as a result of issuances of stock and incurring operating losses;

· stock volatility due to investors’ uncertainty regarding the value of Sinfonía;

· diversion of capital from other uses;

· failure to achieve the anticipated benefits of the acquisition in a timely manner, or at all; and

· adverse outcome of litigation matters or other contingent liabilities assumed in or arising out of the acquisition.

Notwithstanding the due diligence investigation we performed in connection with the Merger, Sinfonía may have liabilities, losses, or other exposures for which we do not have adequate insurance coverage, indemnification, or other protection.

While we performed significant due diligence on Sinfonía prior to signing the Merger Agreement, we are dependent on the accuracy and completeness of statements and disclosures made or actions taken by Sinfonía and its

representatives when conducting due diligence and evaluating the results of such due diligence. We did not control and may be unaware of activities of Sinfonía before the acquisition, including intellectual property and other litigation claims or disputes, information security vulnerabilities, violations of laws, policies, rules and regulations, commercial disputes, tax liabilities and other known and unknown liabilities.

Our post-closing recourse is limited under the Merger Agreement.

Sinfonía’s obligation to indemnify us is limited to, among others, breaches of specified representations and warranties and covenants included in the Merger Agreement and other specific indemnities as set forth in the Merger Agreement. Except in the event Sinfonía breaches a Fundamental Representation (as defined in the Merger Agreement) or with respect to fraud, intentional misrepresentation or willful misconduct, we cannot make a claim for indemnification pursuant to the Merger Agreement with respect to representations and warranties unless and until the indemnifiable losses exceed $337,500 and we cannot make a claim against Sinfonía for a breach of a non-Fundamental Representation after the date that is 18 months after the date of closing of the Merger. In connection with the Merger, we obtained a representation and warranty insurance policy but we cannot make a claim under this policy for a breach of a non-Fundamental Representation after the date that is three years after the date of closing of the Merger or a breach of a Fundamental Representation or certain tax obligations after the date that is six years after the date of the closing of the Merger. If any issues arise post-closing, we may not be entitled to sufficient, or any, indemnification or recourse from Sinfonía or our representation and warranty insurance policy, which could have a material adverse impact on our business and results of operations.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The audited financial statements and unaudited interim financial statements of Sinfonía required by this Item 9.01(a) will be filed by amendment not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(b) Pro Forma Financial Information

The unaudited pro forma financial information of TRHC required by this Item 9.01(b) will be furnished by amendment not later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.

(d) Exhibits.

Exhibit Number		Description

2.1*		Agreement and Plan of Merger, dated September 6, 2017, by and among Tabula Rasa HealthCare, Inc., TRCRD, Inc., TRSHC Holdings, LLC, Sinfonia HealthCare Corporation, Michael Deitch, Fletcher McCusker, and Michael Deitch, as Stockholders’ Representative

10.1		Amended and Restated Loan and Security Agreement, dated September 6, 2017, by and among CareKinesis, Inc., Tabula Rasa HealthCare, Inc., Careventions, Inc., Capstone Performance Systems, LLC, J.A. Robertson, Inc., Medliance LLC, CK Solutions, LLC, SinfoniaRX, Inc., Sinfonia HealthCare Corporation, TRCRD, Inc., TRSHC Holdings, LLC, the several banks and other financial institutions or entities from time to time party thereto, and Western Alliance Bank, as a Lender and as administrative agent and collateral agent for the Lenders

99.1		Press release of Tabula Rasa HealthCare, Inc. issued September 6, 2017

99.2

Investor Presentation of Tabula Rasa HealthCare, Inc. dated September 6, 2017

* The schedules and exhibits to the merger agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. Tabula Rasa HealthCare, Inc. agrees to furnish supplementally to the SEC, upon request, a copy of any omitted schedule or exhibit.

EXHIBIT INDEX

Exhibit Number		Description

2.1*		Agreement and Plan of Merger, dated September 6, 2017, by and among Tabula Rasa HealthCare, Inc., TRCRD, Inc., TRSHC Holdings, LLC, Sinfonia HealthCare Corporation, Michael Deitch, Fletcher McCusker, and Michael Deitch, as Stockholders’ Representative

10.1		Amended and Restated Loan and Security Agreement, dated September 6, 2017, by and among CareKinesis, Inc., Tabula Rasa HealthCare, Inc., Careventions, Inc., Capstone Performance Systems, LLC, J.A. Robertson, Inc., Medliance LLC, CK Solutions, LLC, SinfoniaRX, Inc., Sinfonia HealthCare Corporation, TRCRD, Inc., TRSHC Holdings, LLC, the several banks and other financial institutions or entities from time to time party thereto, and Western Alliance Bank, as a Lender and as administrative agent and collateral agent for the Lenders

99.1		Press release of Tabula Rasa HealthCare, Inc. issued September 6, 2017

99.2		Investor Presentation of Tabula Rasa HealthCare, Inc. dated September 6, 2017

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TABULA RASA HEALTHCARE, INC.


	By:	/s/ Dr. Calvin H. Knowlton
		Dr. Calvin H. Knowlton
		Chief Executive Officer

Dated: September 6, 2017

Exhibit 2.1

EXECUTION VERSION

AGREEMENT AND PLAN OF MERGER

among

TABULA RASA HEALTHCARE, INC.

(a Delaware corporation),

TRCRD, INC.,

(a Delaware corporation),

TRSHC HOLDINGS, LLC,

(a Delaware limited liability company),

SINFONÍA HEALTHCARE CORPORATION
(a Delaware corporation),

Michael Deitch,

Fletcher McCusker,

and Michael Deitch,

as Stockholders’ Representative

Dated September 6, 2017

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		1

ARTICLE II THE MERGER		16

ARTICLE III THE CLOSING		27

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY		29

ARTICLE V REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUBS		54

ARTICLE VI COVENANTS		56

ARTICLE VII TAX MATTERS		63

ARTICLE VIII CONDITIONS TO CLOSING		65

ARTICLE IX TERMINATION		68

ARTICLE X INDEMNIFICATION		69

ARTICLE XI MISCELLANEOUS		74

Exhibit A-1 : Form of Certificate of Merger of Merger Sub I

Exhibit A-2 : Form of Certificate of Merger of Merger Sub II

Exhibit B : Contingent Payment Calculation

Exhibit C : Escrow Agreement

Exhibit D: Net Working Capital Schedule

Exhibit E: Form of Option Cancellation Agreement

Exhibit F : Form of Certificate of Incorporation of Surviving Corporation

Exhibit G : Form of Bylaws of Surviving Corporation

Exhibit H : Form of Letter of Transmittal

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this “ Agreement ”) is made and entered into as of September 6, 2017, by and among Tabula Rasa HealthCare, Inc., a Delaware corporation (“ Buyer ”), TRCRD, Inc., a Delaware corporation and a wholly-owned subsidiary of Buyer (“ Merger Sub I ”), TRSHC Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Buyer (“ Merger Sub II ,” and together with Merger Sub I, the “ Merger Subs ”), Sinfonía HealthCare Corporation, a Delaware corporation (the “ Company ”), Michael Deitch (“ Deitch ”), Fletcher McCusker (“ McCusker ,” and together with Deitch, the “ Principal Stockholders ”) and Deitch solely in his capacity as the Stockholders’ Representative (the “ Stockholders’ Representative ” and, together with the Company, Buyer, Merger Subs and the Principal Stockholders, each a “ Party ” and collectively, the “ Parties ”).

BACKGROUND

A. The Parties intend to effect a merger of Merger Sub I with and into the Company (the “ Merger ”) in accordance with this Agreement and the Delaware General Corporation Law (as amended, the “ DGCL ”). Upon consummation of the Merger, Merger Sub I will cease to exist, and the Company will continue as the surviving corporation and as a wholly-owned subsidiary of Buyer. Immediately following the Merger, the Company will merge with and into Merger Sub II in the Second Merger (as defined below), with Merger Sub II being the surviving entity.

B. The respective boards of directors (or equivalent governing bodies) of the Company, Buyer and the Merger Subs have approved and adopted the terms and conditions of this Agreement and the consummation of the transactions contemplated hereby, including the Mergers (as defined below). For federal income Tax purposes, but subject to Section 2.13 , the Parties intend (i) that the Agreement constitute a plan of reorganization within the meaning of Section 1.368-2(g) of the Treasury Regulations (as defined below) and (ii) that the Mergers, taken together in the manner described in Revenue Ruling 2001-46, will qualify under Section 368(a) of the Code as a reorganization (the “ Intended Tax Treatment ”).

C. The board of directors of the Company (the “ Company Board ”) has unanimously (i) determined that the Merger is fair to, and in the best interests of, the Company and its stockholders (the “ Stockholders ”), (ii) adopted and approved this Agreement, the Merger and the transactions related hereto and (iii) recommended that the Stockholders adopt and approve this Agreement, the Merger and the transactions related hereto (collectively, the “ Company Board Approval ”).

D. Concurrently with the execution of this Agreement, certain of the Stockholders are entering into Voting and Support Agreements with Buyer.

NOW, THEREFORE, in consideration of the foregoing premises and the respective representations and warranties, covenants and agreements contained herein, the Parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions . When used in this Agreement, the following terms shall have the meanings assigned to them in this Section 1.1 .

“ 40% COI Test ” is defined in Section 2.12 .

“ Accredited Investor ” means an Equity Holder that is an “Accredited Investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

“ Action ” is defined in Section 4.17 .

“ Adjusted EBITDA ” means, as to the Group Companies, consolidated operating earnings calculated in accordance with Schedule 1.1(a) .

“ Adjustment Amount ” is defined in Section 2.4(d)(iv) .

“ Adjustment Escrow Amount ” means an amount equal to $200,000.

“ Adjustment Escrow Fund ” means the Adjustment Escrow Amount paid to the Escrow Agent, and any interest earned thereon, which shall be maintained and administered by the Escrow Agent in accordance with the Escrow Agreement to provide a source of funds for the payment of the amounts owing to the Buyer or the Paying Agent and the Surviving Corporation, as applicable, under Section 2.4(d) .

“ Affiliate ” means, with respect to any specified Person, any other Person directly or indirectly controlling, controlled by or under common control with such specified Person.

“ Agent ” is defined in Section 7.6 .

“ Agreement ” is defined in the Preamble.

“ Agreement Date Closing Price ” means the closing price of Buyer Stock on NASDAQ Global Market as of the last Business Day immediately prior to the date hereof it being understood that this definition is intended to conform to the day described as the “pre-signing date” in Treasury Regulation Section 1.368-1(e)(2)(i).

“ Allocation Certificate ” is defined in Section 2.4( b )(i) .

“ Allocation Schedule ” is defined in Section 2.4(a) .

“ Audited Carve-out Financial Statements ” is defined in Section 4.6(a) .

“ Audited Financial Statements ” is defined in Section 4.6(a) .

“ Authorization ” means any authorization, approval, consent, registration, clearance, exemption, certificate, license, permit or franchise of or from any Governmental Entity or pursuant to any Law.

“ Balance Sheet ” is defined in Section 4.6(a) .

“ Balance Sheet Date ” is defined in Section 4.6 .

“ Baseline Amount ” is defined in Section 2.4 .

“ Baseline Cash Amount ” is defined in Section 2.4 .

“ Baseline Stock Amount ” is defined in Section 2.4 .

“ Bonus Interest ” means additional interest payable by the Borrowers (as such term is defined in the HSL Loan Agreement) in an amount equal to $1,000,000 in the event that the sum of the Baseline Amount plus the Contingent Payments exceeds $100,000,000, plus an additional amount equal to $100,000 for every $10,000,000 the sum of the Baseline Amount plus the Contingent Payments exceeds $100,000,000, in each case in accordance with the terms of the HSL Loan Agreement.

“ Bonus Interest Payment ” is defined in Section 2.11(c)(ii) .

“ Business Day ” means a day other than a Saturday, Sunday or other day on which banks located in New York , New York are authorized or required by Law to close.

“ Buyer ” is defined in the Preamble.

“ Buyer Disclosure Schedule ” is defined in the preamble to Article VI .

“ Buyer Disclosure Schedule Supplement ” is defined in Section 7.4 (b) .

“ Buyer Indemnitees ” is defined in Section 11.2 .

“ Buyer Released Parties ” is defined in Section 7.13 .

“ Buyer Enterprise Value ” means the average market capitalization of Buyer over the twenty (20) day trading-period immediately preceding the relevant Contingent Payment Measurement Date after adding outstanding indebtedness and reducing cash of Buyer and its Subsidiaries as of the Contingent Payment Measurement Date.

“ Buyer Stock ” means the common stock, par value $0.0001 per share, of Buyer.

“ Buyer Stock Value ” means an amount per share of Buyer Stock equal to the arithmetic average of the day volume-weighted average (rounded to two decimal places) trading price per share of Buyer Stock for the 20 trading days ended on and including the trading day prior to the date of this Agreement, using trading prices reported on the NASDAQ Global Market.

“ Capital Stock ” means (a) in the case of a corporation, its shares of capital stock, (b) in the case of a partnership or limited liability company, its partnership or membership interests or units (whether general or limited), and (c) any other interest that confers on a Person the right to receive a share of the profits and losses of, or distribution of assets, of the issuing entity.

“ Cash Consideration ” is defined in Section 2.4 .

“ Certificate of Merger ” means one of the two certificates of merger in the form set forth on Exhibit A , one of which corresponds to the Merger and one of which corresponds to the Second Merger.

“ Certificates ” is defined in Section 2.5(d)(i) .

“ Closing ” is defined in Section 3.1 .

“ Closing Cash ” means, as of the close of business on the day immediately preceding the Closing Date, the amount of cash and cash equivalents and all checks and funds received by the Group Companies or their respective banks (e.g., checks deposited or funds paid to “lock-box” or holding accounts) prior to

the close of business on the day immediately preceding the Closing Date, regardless of whether cleared ; provided, however, Closing Cash shall exclude (i) the amount of any checks written, but not yet cashed by the Company, (ii) any overdrafts or related fees and (iii) any restricted cash.

“ Closing Date ” is defined in Section 3.1 .

“ Closing Indebtedness ” means the Indebtedness of the Group Companies as of the close of business on the day immediately preceding the Closing Date.

“ Closing Net Working Capital Deficit ” means the Net Working Capital Deficit of the Group Companies as of the Effective Time.

“ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“ Code ” means the Internal Revenue Code of 1986, as amended, and all rules and regulations promulgated thereunder.

“ COI Requirement ” is defined in Section 2.12 .

“ Combined Corporation ” means, post-Clos ing, the Buyer including the Surviving Corporation or the Surviving Entity as applicable.

“ Common Option ” means each outstanding stock option or similar rights to purchase shares of Common Stock.

“ Common Stock ” is defined in Section 4.2(a) .

“ Common Warrant ” means a warrant to purchase Capital Stock of the Company, including, without limitation, warrants issued to The Arizona Board of Regents, on behalf of The University of Arizona Warrant, and HSL Sinfonia RX Lender LLC and transferees and assignees thereof.

“ Company ” is defined in the Preamble.

“ Company Benefit Plan ” means any current or former plan, program, contract, agreement or policy providing for compensation, severance, termination pay, performance awards, stock or stock-related awards, fringe benefits or other benefits or remuneration of any kind, whether written or unwritten, funded or unfunded, which is or has been maintained, contributed to, or required to be contributed to, by the Company or any of its Subsidiaries or any ERISA Affiliate for the benefit of any current or former employee, officer, director, or other service provider or any relative or dependent of any of the foregoing or under which the Company or any of its Subsidiaries or any ERISA Affiliate otherwise has or may have any liability with respect to such employee, relative or dependent, including without limitation, each “employee benefit plan” as defined in ERISA Section 3(3).

“ Company Board ” is defined in the Background.

“ Company Board Approval ” is defined in the Background.

“ Company Compliance Certificate ” is defined in Section 9.2(c) .

“ Company Disclosure Schedule ” is defined in the preamble to Article IV .

“ Company Disclosure Schedule Supplement ” is defined in Section 7.4 (a) .

“ Company Indemnifying Parties ” is defined in Section 11.2 .

“ Company IP ” is defined in Section 4.14(a) .

“ Company Licensed Intellectual Property ” is defined in Section 4.14(a) .

“ Company Material Adverse Effect ” means any change, effect event, violation, inaccuracy, circumstance or other matter that, individually or in the aggregate, is or could reasonably be expected to be materially adverse to (i) the business, financial condition, capitalization, assets, Liabilities, operations, prospects or financial performance of the Group Companies taken as a whole or (ii) the ability of the Company to consummate the Mergers or any of the other transactions contemplated by this Agreement or to perform any of its obligations under this Agreement, in each case other than any such effect or change resulting from or arising in connection with (a) general economic or industry-wide conditions which do not disproportionately affect the Group Companies, (b) acts of terrorism or military action or the threat thereof which do not disproportionately affect the Group Companies, or (c) any change in accounting requirements or principles or any change in applicable Law.

“ Company Option Holders ” means holders of any Vested Company Options.

“ Company Owned Intellectual Property ” is defined in Section 4.14(a) .

“ Company Shares ” means shares of Common Stock.

“ Company Stock Plan ” means any stock plan or other stock or equity-related plan of the Company.

“ Company Warrant Holders ” means holders of any Common Warrant.

“ Confidentiality Agreement ” is defined in Section 7.2(b) .

“ Confirmed Accredited Investor ” means an Equity Holder (a) that has submitted to the Company on or prior to the date that is at least three Business Days prior to the Closing Date a questionnaire confirming his, her or its status as an Accredited Investor, and (b) as to which no information has come to the attention of Buyer that would reasonably cause Buyer to believe that such holder is not an Accredited Investor.

“ Contingent Buyer Stock Value ” means an amount per share of Buyer Stock equal to arithmetic average of the day volume-weighted average (rounded to two decimal places) trading price per share of Buyer Stock for the 20 trading days ended on and including the trading day prior to the date that is the last date of the applicable Contingent Period, using trading prices reported on the NASDAQ Global Select Market or such other trading market that Buyer Stock is trading on as of the relevant calculation date.

“ Contingent Cash Consideration ” is defined in Section 2.11(c)(i) .

“ Contingent Consideration ” means the sum of the Contingent Cash Consideration and the Contingent Stock Consideration.

“ Contingent Payment ” means each of the First Contingent Payment or the Second Contingent Payment. Solely for illustrative purposes, an example showing the operation of these provisions and the calculation of the Contingent Payments is set forth in Exhibit B attached hereto.

“ Contingent Payment Adjusted EBITDA Multiple ” means, at each relevant Contingent Payment Measurement Date, an amount equal to the product of (a) the quotient obtained by dividing (i) Buyer Enterprise Value by (ii) the trailing twelve (12) month Adjusted EBITDA of the Combined Corporation derived from Buyer’s most recent earnings press releases (as the denominator), multiplied by (b) 50%; provided that, in no event shall the Contingent Payment Adjusted EBITDA Multiple be (A) less than 11.0 or (B) greater than 16.0.

“ Contingent Payment Measurement Date ” means each of the First Contingent Payment Measurement Date and the Second Contingent Payment Measurement Date.

“ Contingent Period ” means each of the First Contingent Period and the Second Contingent Period.

“ Contingent Statement ” is defined in Section 2.11(b) .

“ Contingent Stock Consideration ” is defined in Section 2.11(c)(i) .

“ Contract ” means any agreement, contract, commitment, arrangement or understanding, whether written or oral.

“ Controlled Group Liability ” means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, or (iv) resulting from a failure to comply with the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code.

“ Current Policies ” is defined in Section 7.11 .

“ D&O Tail ” is defined in Section 7.11 .

“ Deitch ” is defined in the Preamble.

“ DGCL ” is defined in the Background.

“ Direct Claim ” is defined in Section 11.5 .

“ Disputed Amount ” is defined in Section 2.11(b) .

“ Dissenting Shares ” is defined in Section 2.5(c)(iv) .

“ Dissenting Shares Payments ” is defined in Section 2.5(c)(iv) .

“ Effective Time ” means the time at which the Surviving Corporation files the applicable Certificate of Merger with the Secretary of State of the State of Delaware or at such later date or time as may be agreed by the Company and Buyer in writing and specified in the Certificate of Merger in accordance with the DGCL.

“ Employee Agreement ” mean s each material employment, retention, severance, change-of-control, non-competition, consulting, services, commission, finders’ fee and indemnification agreement or contract between any Group Company and any current or former employee, officer, director or service provider.

“ Employee Company Option Holders ” means Company Option Holders that are or were employees of the Company or any of its Subsidiaries.

“ Environmental Laws ” is defined in Section 4.20 .

“ Equity Holder ” means, collectively, the Stockholders and the Company Option Holders and the Company Warrant Holders.

“ Equity H older Released Claims ” is defined in Section 7.13 .

“ Equity H older Releasing Parties ” is defined in Section 7.13 .

“ Equity Securities ” means (a) shares of Capital Stock, and (b) options, warrants or other rights convertible into, or exercisable or exchangeable for, directly or indirectly, or otherwise entitling any Person to acquire, directly or indirectly, shares of Capital Stock.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended.

“ ERISA Affiliate ” means any entity, trade or business (whether or not incorporated) which is a member of a “controlled group of corporations” with, under “common control” with or a member of an “affiliated services group” with, the Company or any of its Subsidiaries, as defined in Section 414(b), (c), (m) or (o) of the Code or Section 4001(a)(14) or 4001(b)(1) of ERISA.

“ Escrow Agent ” means Wilmington Trust, National Association, in its capacity as the Escrow Agent under the Escrow Agreement.

“ Escrow Agreement ” means the Escrow Agreement to be entered into by Buyer, Stockholders’ Representative and the Escrow Agent, substantially in the form attached hereto as Exhibit C .

“ Escrow Funds ” means the Indemnification Escrow Fund and the Adjustment Escrow Fund.

“ Estimated Closing Net Working Capital Deficit ” is defined in Section 2.4(b)(iv) .

“ Estimated Net Working Capital Adjustment ” means an amount equal to (a) the Estimated Closing Net Working Capital Deficit minus (b) the Target Net Working Capital Deficit; provided that, if the absolute value of the Estimated Net Working Capital Adjustment is less than or equal to $255,000, the Estimated Net Working Capital Adjustment shall be deemed equal to zero. For the avoidance of doubt, the Estimated Net Working Capital Adjustment may be positive or negative.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended , and the rules and regulations promulgated thereunder.

“ Final Net Working Capital Adjustment ” means an amount equal to (a) the Final Closing Net Working Capital Deficit minus (b) the Target Net Working Capital Deficit; provided that, if the absolute value of the Final Net Working Capital Adjustment is less than or equal to $255,000, the Final Net

Working Capital Adjustment shall be deemed equal to zero. For the avoidance of doubt, the Final Net Working Capital Adjustment may be positive or negative.

“ Financial Statements ” is defined in Section 4.6 .

“ First Contingent Payment ” means, on the First Contingent Payment Measurement Date, an amount equal to the difference of (a) the product of (i) the Contingent Payment Adjusted EBITDA Multiple, determined at the First Contingent Payment Measurement Date, multiplied by (ii) the trailing twelve months Adjusted EBITDA of the Surviving Corporation for the First Contingent Period, and less (b) $45,000,000.

“ First Contingent Payment Measurement Date ” means December 31, 2017.

“ First Contingent Period ” means the 12-month period ending on December 31, 2017.

“ Fundamental Representations ” is defined in Section 11.1(a) .

“ GAAP ” is defined in Section 4.6 .

“ Governmental Entity ” means (i) any entity or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to United States federal, state or local government or foreign, international, multinational or other government, including any department, commission, board, agency, bureau, official or other regulatory, administrative or judicial authority thereof and (ii) any government authority, statutory authority, government department, agency, commission, board, tribunal or court or other Law rule or regulation making entity having or purporting to have jurisdiction over the Group Companies, and their respective businesses, in any foreign country, state, territory or other subdivision thereof or any municipality, district or other subdivision thereof.

“ Group Companies ” means, collectively, the Company and each of its Subsidiaries.

“ Healthcare Laws ” is defined in Section 4.11 .

“ HMO ” is defined in Section 4.18(h) .

“ HSL Lender ” means HSL Sinfonia Rx Lender LLC, an Arizona limited liability company.

“ HSL Loan Agreement ” means that certain Loan and Security Agreement, dated as of June 14, 2016, by and between the Company, SinfoniaRx and HSL Lender.

“ Indebtedness ” means, without duplication, the principal amount of, accrued and unpaid interest on, and other payment obligations (including any prepayment premiums payable as a result of the consummation of the Merger or the satisfaction of such obligations in connection with the transactions contemplated by this Agreement) arising under, any obligations, contingent or otherwise, of the Company (or its Subsidiaries) consisting of: (i) indebtedness for borrowed money or indebtedness issued in substitution or exchange for borrowed money or for the deferred purchase price of property or services (but excluding any current trade payables arising in the ordinary course of business and the obligations set forth on Schedule 1.1(b) ), (ii) indebtedness evidenced by any note, bond, debenture or other debt security, (iii) any obligation in respect of interest under any existing interest rate swap or hedge agreement, (iv) any other obligation upon which interest charges are customarily paid, (v) all obligations under conditional sale or other title retention agreements relating to property acquired, (vi) all indebtedness of others

secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by the Company (or its Subsidiaries), whether or not the indebtedness secured thereby has been assumed; (vii) all capital lease obligations not set forth on Schedule 1.1(b) , (viii) letters of credit and letters of guaranty, (ix) obligations under any bankers’ acceptances, and (x) guarantees by the Company (or its Subsidiaries) of indebtedness of others of the type described in clauses (i) through (ix).

“ Indebtedness Certificate ” is defined in Section 2.4(b)(iii) .

“ Indemnification Escrow Amount ” means an amount equal to $337,500.

“ Indemni fication Escrow Fund ” means the Indemnification Escrow Amount paid to the Escrow Agent, and any interest earned thereon, which shall be maintained and administered by the Escrow Agent, in accordance with the Escrow Agreement to provide a source of funds for the payment of the indemnification obligations set forth in Section 11.2 .

“ Indemnifying Party ” means any Party to this Agreement from which any Indemnitee is seeking indemnification pursuant to the provisions of this Agreement.

“ Indemnitee ” means any Person that is seeking indemnification pursuant to the provisions of this Agreement.

“ Independent Accountant ” is defined in Section 2.4(d)(iii) .

“ Information Statement ” is defined in Section 7.9 .

“ Intellectual Property ” is defined in Section 4.14(a) .

“ Interim Period ” is defined in Section 7.1 .

“ IP License ” is defined in Section 4.14(c) .

“ Knowledge ” (a) an individual will be considered to have “Knowledge” of a fact or matter if the individual is actually aware of the fact or matter or a prudent individual in similar circumstances could be expected to discover or otherwise become aware of the fact or matter in the course of conducting a reasonably comprehensive investigation concerning the existence of the fact or matter, and (b) an entity will be considered to have “Knowledge” of a fact or matter if any individual who is serving, or who has at any time served, as a director, manager or officer of that entity (or in similar capacity) has, or at any time had, Knowledge of the fact or matter.

“ Law ” means any federal, state, local or municipal law, statute, constitution, ordinance, code, decree, rule, regulation, ruling, requirement, policy or guideline issued, enacted, adopted or promulgated by or under the authority of any Governmental Entity.

“ Leased Real Property ” is defined in Section 4.13(b) .

“ Leases ” is defined in Section 4.13(b) .

“ Letter of Transmittal ” is defined in Section 2.5(d)(i) .

“ Liability ” means any direct or indirect liability, indebtedness, obligation, expense, claim, loss, damage, deficiency, guaranty or endorsement of or by any Person, absolute or contingent, accrued or unaccrued, due or to become due, liquidated or unliquidated, secured or unsecured, disputed or undisputed, vested or unvested.

“ Lien ” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, covenant, easement, right of way, encroachment, restriction on transfer or other encumbrance in respect of such property or asset.

“ Loss Payment ” is defined in Section 11.2(f) .

“ Losses ” is defined in Section 11.2 .

“ Material Contracts ” is defined in Section 4.16(c) .

“ Maximum Share Number ” means 19.9% of the issued and outstanding shares of Buyer Stock as of the close of trading on the last trading day immediately prior to the Closing Date, rounded down to the nearest whole share.

“ McCusker ” is defined in the Preamble.

“ Merger ” is defined in the Background.

“ Merger Consideration ” is defined in Section 2.4 .

“ Merger Sub Shares ” is defined in Section 2.5(a) .

“ Mergers ” is defined in Section 2.10(a) .

“ Merger Sub s ” is defined in the Preamble.

“ Multiemployer Plan ” means any Pension Plan (as defined below) which is a “multiemployer plan,” as defined in Section 3(37) of ERISA.

“ Net Working Capital Deficit ” means the amount by which the current assets of the Group Companies on a consolidated basis (including Closing Cash) is less than the amount of current liabilities of the Group Companies on a consolidated basis (excluding the current portion of Closing Indebtedness and any Transaction Costs), each determined in a manner consistent with the preparation of the Financial Statements, the Net Working Capital Schedule and the Target Net Working Capital, including the application of GAAP therein, consistently applied, and, to the extent consistent with GAAP, shall be consistent in all material respects with the books and records of the Group Companies.

“ Net Working Capital Schedule ” means the schedule attached hereto as Exhibit D , which schedule contains the calculations and principles used to determine the Target Net Working Capital Deficit.

“ Non-Accredited Investor ” means an Equity Holder that is not an “Accredited Investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act as determined by Buyer in its sole discretion.

“ Non-Compete Period ” is defined in Section 7.12(b) .

“ Non-Employee Company Option Holders ” means Company Option Holders that are not employees of the Company or any of its Subsidiaries.

“ Notice of Claim ” is defined in Section 11.4(a) .

“ Notice of Disagreement ” is defined in Section 2.4(d)(ii) .

“ Notice of Objection ” is defined in Section 2.11(b) .

“ Open Source Software ” is defined in Section 4.14(g) .

“ Option Cancellation Agreement ” means the option cancellation agreements in the form attached hereto as Exhibit E .

“ Order ” means any award, injunction, judgment, decree, order, ruling, subpoena or verdict or other decision issued, promulgated or entered by or with any Governmental Entity of competent jurisdiction.

“ Organizational Documents ” means, with respect to any entity, the certificate of incorporation, the articles of incorporation, by-laws, articles of organization, partnership agreement, limited liability company agreement, formation agreement, joint venture agreement or other similar organizational documents of such entity (in each case, as amended through the date of this Agreement).

“ Out-of-Money Option ” is defined in Section 2.5(c)(ii) .

“ Outstanding Shares ” means outstanding shares of Common Stock as of the Closing Date.

“ Party ” and “ Parties ” is defined in the Preamble.

“ Pay ing Agent ” is defined in Section 2.6 .

“ Payment Date ” is defined in Section 2.11(c) .

“ Payment Fund ” means all amounts held by the Paying Agent from time to time for payment to the Equity Holders as provided herein.

“ Pension Plan ” means each Company Benefit Plan that is an “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA.

“ Per Share Cash Consideration ” means for each Outstanding Share, the Cash Consideration payable for such share set forth on the Allocation Schedule.

“ Per Share Consideration ” means the Per Share Cash Consideration and the Per Share Stock Consideration, in each case as set forth on the Allocation Schedule.

“ Per Share Stock Consideration ” means for each Outstanding Share, the Stock Consideration payable for such share set forth on the Allocation Schedule.

“ Permitted Liens ” means (a) Liens for current real or personal property Taxes that are not yet due and payable or that may hereafter be paid without material penalty and (b) workers’, carriers’ and mechanics’ or other like Liens incurred in the ordinary course of business.

“ Person ” means an individual, a corporation, a partnership, a limited liability company, a trust, an unincorporated association, a Governmental Entity or any agency, instrumentality or political subdivision of a Governmental Entity, or any other entity or body.

“ Policies ” is defined in Section 4.21 .

“ Post-Closing Statement ” is defined in Section 2.4(d)(i) .

“ Pre-Closing Tax Period ” means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

“ Principal Stockholders ” is defined in the Preamble.

“ Pro-Rata Portion ” means, with respect to any Company Equity Holder, the fraction having: (i) a numerator equal to the sum of (a) the number of shares of the Company’s Capital Stock held by such Person immediately prior to the Closing Date plus, (b) the number of shares of Company’s Capital Stock subject to an outstanding Vested Company Option held by such Person immediately prior to the Closing Date; and (ii) a denominator equal to the sum of (a) the aggregate number of shares of Company’s Capital Stock issued and outstanding immediately prior to the Closing Date (excluding in all cases any Dissenting Shares the holders of which have received payment in full from the Company) and (b) the aggregate number of shares of Company’s Capital Stock subject to all outstanding Vested Company Options immediately prior to the Closing Date.

“ Proposal ” is defined in Section 7.6 .

“ R&W Insurance Policy ” means that certain Buyer Side Representations and Warranties Insurance Policy and related Binder Agreement to be issued to Buyer at Closing.

“ R&W Insurer ” means Ambridge Partners LLC.

“ Registered IP ” is defined in Section 4.14(b) .

“ Related Party ” is defined in Section 4.25 .

“ Required Consents ” is defined in Section 9.2(f) .

“ Required Stockholder Vote ” is defined in Section 4.4 .

“ Reserve Account ” is defined in Section 2.4(c)(iii) .

“ Reserve Amount ” is defined in Section 2.4 .

“ Reserve Amount Release Date ” is defined in Section 2.4 .

“ Review Period ” is defined in Section 2.4(d)(ii) .

“ SEC ” means the United States Securities and Exchange Commission.

“ SEC Documents ” is defined in Section 6.7 .

“ SEC Effective Date ” is defined in Section 6.7 .

“ Second Contingent Payment ” means, on the Second Contingent Payment Measurement Date, an amount equal to the product of (i) the Contingent Payment Adjusted EBITDA Multiple, determined at the Second Contingent Payment Measurement Date, multiplied by (ii) the trailing twelve months Adjusted EBITDA of the Surviving Corporation for the Second Contingent Period, less (b) the sum of (I) $45,000,000 plus (II) the aggregate amount of the First Contingent Payment, if any.

“ Second Contingent Payment Measurement Date ” means December 31, 2018.

“ Second Contingent Period ” means the 12-month period ending on December 31, 2018.

“ Second Merger ” is defined in Section 2.10(a) .

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Separation Period ” is defined in Section 2.11(d) .

“ SinfoníaRx ” is defined in Section 4.6(a) .

“ Software ” is defined in Section 4.14(a) .

“ Spin-Out Transactions ” means the transactions prior to the date hereof in connection with the spin-out or sale of former subsidiaries the Company, including, without limitation, the transactions arising from, or contemplated by, the agreements set forth on Schedule 1.1(c) .

“ Stock Consideration ” is defined in Section 2.4 .

“ Stockholder ” and “ Stockholders ” means holders of any Outstanding Shares.

“ Stockholder Approval Period ” means the 24 hour period immediately following the execution of this Agreement.

“ Stockholders’ Representative ” is defined in the Preamble.

“ Straddle Period ” is defined in Section 8.2 (a) .

“ Subsidiary ” or “ Subsidiaries ” means, with respect to any Party to this Agreement, any corporation or other organization, of which (a) such Party or any other Subsidiary of such Party is a general partner (excluding partnerships, the general partnership interests of which held by such Party or any Subsidiary of such Party do not have a majority of the voting interest in such partnership) or (b) such Party or any other Subsidiary of such Party directly or indirectly owns or controls at least a majority of the Capital Stock or other interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions.

“ Subsidiary Shares ” is defined in Section 4.3(b) .

“ Surviving Corporation ” means the Company, as the surviving corporation in the Merger. For clarity, Surviving Corporation includes the Group Companies.

“ Surviving Entity ” is defined in Section 2.10(a) .

“ Target Net Working Capital Deficit ” means negative One Million Six Hundred Thousand Dollars (-$1,700,000), the calculation of which is set forth on the Net Working Capital Schedule.

“ Tax ” or “ Taxes ” means (i) any and all federal, state, local, or foreign net or gross income, gross receipts, net proceeds, sales, use, ad valorem, value added, franchise, bank shares, withholding, payroll, employment, excise, property, unclaimed property, escheat, deed, stamp, alternative or add-on minimum, environmental, profits, windfall profits, transaction, license, lease, service, service use, occupation, severance, energy, unemployment, social security, workers’ compensation, capital, premium, and other taxes, assessments, customs, duties, fees, levies, or other governmental charges, (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Governmental Entity in connection with any item described in clause (i) or for failure to file any Tax Return, (iii) any successor or transferee liability in respect of any items described in clauses (i) and/or (ii) and (iv) any amounts payable under any tax sharing agreement or contract.

“ Tax Returns ” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Taxing Authority ” means any Governmental Entity having jurisdiction over the assessment, determination, collection or other imposition of any Tax.

“ Termination Date ” is defined in Section 10.1 (a)(ii) .

“ Third Party Claim ” is defined in Section 11.4(a) .

“ Third Party Defense ” is defined in Section 11.4(b) .

“ Third Party Payer ” means any commercial, private or Governmental Entity payment programs in which any party may participate, including, without limitation, Medicare (including Medicare Advantage plans, Medicare Prescription Drug Plans, Medicaid, Blue Cross and/or Blue Shield, managed care plans, other private or public insurance programs, health maintenance organizations, preferred provider programs, self-insured programs and employee assistance programs).

“ Transaction Costs ” means, without duplication or limitation, the sum of the following costs and expenses incurred, whether or not such costs and expenses have been paid prior to the date hereof or are paid prior to the Closing: (i) all fees, costs and expenses incurred by the Company (or its Subsidiaries), or by any Equity Holder to the extent the Company (or its Subsidiaries) is liable to pay or reimburse such amounts, in connection with the transactions contemplated by this Agreement, including all legal, accounting, investment banking (including any broker’s fee), tax, financial advisory and all other fees and expenses of third parties incurred in connection with the negotiation, preparation, execution and effectuation of the Transaction Documents; (ii) the amount of any change of control, golden parachute, or similar payments made or to be made to employees of the Company (or its Subsidiaries) arising in connection with the transactions contemplated by this Agreement (other than any payments to be made in connection with the termination of Kevin Barber), (iii) Taxes and payroll charges for which the Company (or its Subsidiaries) will become liable upon payment of any amounts pursuant to clauses (i) or (ii) or

with respect to amounts payable with respect to the Merger Consideration payable to the Employee Company Option Holders pursuant to Section 2.5(c)( i ) (including any Taxes and payroll charges associated with the ultimate release to the Company Option Holders of any portion of the Escrow Funds allocated to the Vested Company Options and including any payments in respect of adjustments to the Merger Consideration in accordance with the terms of this Agreement whether or not such obligation arose as of, prior to, or after the Closing), (iv) fees, costs and expenses associated with obtaining any waivers, consents and approvals required in connection with the transactions contemplated hereby, (v) the cost of the D&O Tail, (vi) 50% of all costs of the R&W Insurance Policy (including premium thereof and any diligence, underwriter or similar fees associated with the issuance thereof), (vii) 50% of all Transfer Taxes (including any penalties and interest) incurred in connection with this Agreement and the Escrow Agreement (regardless as to whether such amounts are incurred following the final determination of the Transaction Costs as set forth in Section 2.4(d) ), and (viii) fees, costs and expenses associated with correcting any testing or other failures with respect to the Company’s 401(k) Plan or adopting any benefit plan intended to serve as a wrap plan for health and welfare benefits or pursuant to Section 125 of the Code that would otherwise be a Company Benefit Plan if adopted before the Closing (and, for the avoidance of doubt, regardless as to whether such amounts are incurred following the final determination of the Transaction Costs as set forth in Section 2.4(d) ).

“ Transaction Costs Certificate ” is defined in Section 2.4(b)(ii) .

“ Transaction Documents ” means this Agreement, the Escrow Agreement and the Voting and Support Agreements.

“ Transfer Taxes ” means sales, use, transfer, real property transfer, recording, documentary, stamp, registration and stock transfer taxes and fees.

“ Unaudited Carve-out Financial Statements ” is defined in Section 4.6(a) .

“ Unvested Company Option ” means each Common Option that is unvested as of immediately prior to the Effective Time.

“ Updated Allocation Schedule ” is defined in Section 7.4(c) .

“ Vested Company Option ” means each Common Option that is vested as of immediately prior to the Effective Time that has a per share exercise price less than the Per Share Consideration for Common Stock.

“ Voting and Support Agreement ” means each Voting and Support Agreement executed by a Stockholder and delivered to Buyer substantially concurrently with the execution of this Agreement.

“ WARN Act ” means the Worker Adjustment and Retraining Notification Act of 1988.

“ Working Capital Certificate ” is defined in Section 2.4(b)(iv) .

“ Working Capital Methodology ” is defined in Section 2.4(b)(iv) .

ARTICLE II

THE MERGER

2.1 The Merger . Upon and subject to the terms and conditions of this Agreement and in accordance with the DGCL, Merger Sub I shall merge with and into the Company at the Effective Time. From and after the Effective Time, the separate corporate existence of Merger Sub I shall cease and the Company shall continue as the Surviving Corporation. The Merger shall have the effects set forth in Section 259 of the DGCL. At the Effective Time, the effects of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of the Company and Merger Sub I shall vest in the Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Corporation.

2.2 Certificate of Incorporation and Bylaws .

(a) At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated so as to read in its entirety as set forth in Exhibit F hereto and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by applicable Law.

(b) At the Effective Time, the bylaws of Merger Sub I, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation and shall read in their entirety as set forth in Exhibit G hereto until thereafter changed or amended as provided therein or by applicable Law.

2.3 Officers and Directors . At the Effective Time, until their successors are duly elected or appointed and qualified in accordance with applicable Law, (i) the directors of Merger Sub I immediately prior to the Effective Time shall be the directors of the Surviving Corporation and (ii) the officers of Merger Sub I shall be the officers of the Surviving Corporation.

2.4 Merger Consideration . Subject to adjustment required by Section 2.12 , the aggregate consideration to be paid by Buyer on the Closing Date with respect to the Outstanding Shares and Vested Company Options of the Company shall be (i) a cash amount equal to (a) Thirty Five Million Dollars ($35,000,000) (the “ Baseline Cash Amount ”) minus (b) the aggregate amount of all Transaction Costs, to the extent not paid on or prior to the Closing Date, minus (c) the aggregate amount of all Closing Indebtedness, to the extent not paid prior to the Closing Date, minus (d) the Escrow Funds, plus or minus , as applicable, (e) the Estimated Net Working Capital Adjustment, minus (f) $325,000 the (“ Reserve Amount ”), and plus (g) the aggregate exercise price of all Company Options (other than Out-of-Money Options) (the “ Cash Consideration ”) and (ii) a number of shares of Buyer Stock with an aggregate value equal to Ten Million Dollars ($10,000,000) (the “ Baseline Stock Amount ,” and together with the Baseline Cash Amount, the “ Baseline Amount ”) at the Buyer Stock Value (the “ Stock Consideration ” and together with Cash Consideration, the “ Merger Consideration ”). The Stockholders’ Representative’s fee will be paid out of the Reserve Amount that is funded by Buyer in accordance with Section 2.4(c)(iii) , and the balance of the Reserve Amount will be held by the Stockholders’ Representative until the date that is 20 months from the Closing Date (the “ Reserve Amount Release Date ”).

(a) The Allocation Schedule attached hereto as Schedule 2.4(a) (i) sets forth as of the date hereof, the following, calculated in accordance with the terms and conditions of the Company’s Organizational Documents (including the liquidation preferences set forth in Subparagraphs (a) and (b) of Paragraph 3 of Section E of Article IV of the Company’s certificate of incorporation) as in effect on the date hereof and assuming that the Closing occurred on the date hereof and that Vested Company Options

and Common Warrants were exercised immediately prior to the Closing : (A) the amount of Merger Consideration (including Cash Consideration and, subject to Section 2.5(e) , Stock Consideration) to be received by each Equity Holder (assuming no deductions related to the Adjustment Escrow Amount, the Indemnification Escrow Amount or the Reserve Amount), (B) the portion of the Adjustment Escrow Amount, the Indemnification Escrow Amount and the Reserve Amount allocated to each Equity Holder, (C) the total Merger Consideration paid to each Equity Holder (after deductions related to the Adjustment Escrow Amount, the Indemnification Escrow Amount and the Reserve Amount, as applicable), (D) each Equity Holder’s Pro-Rata Portion (expressed as a percentage), (E) payment instructions for each Equity Holder, (ii) identifies whether such Equity Holder is an Accredited Investor, and (iii) shall be updated to set forth the foregoing information as of the actual Closing Date based on the Organizational Documents as in effect immediately prior to the Effective Time as set forth in Section 7.4(c) (the “ Allocation Schedule ”).

(b) Payment Certifications . At, and as a condition to, the Closing, the Company shall cause the following certifications to be delivered to Buyer:

(i) a certificate of the Chief Executive Officer of the Company (the “ Allocation Certificate ”) certifying that, to the best of his knowledge, (i) the Allocation Schedule was prepared in accordance with the terms and conditions of this Agreement and the Company’s Organizational Documents (including the liquidation preferences set forth in Subparagraphs (a) and (b) of Paragraph 3 of Section E of Article IV of the Company’s certificate of incorporation) as in effect immediately prior to the Effective Time; (ii) the information set forth on such Allocation Schedule is true, correct and complete; and (iii) each Equity Holder’s status as an Accredited Investor or Non-Accredited Investor;

(ii) a certificate of the Chief Financial Officer of the Company (the “ Transaction Costs Certificate ”) certifying that, to the best of his knowledge, on behalf of the Company, as to the total amount of all Transaction Costs incurred on or prior to the Effective Time (which Transaction Costs Certificate shall include certifications (i) that there are no additional Transaction Costs incurred prior to the Effective Time other than those reflected therein, (ii) that each Person to whom the Company could be obligated to pay any Transaction Costs was notified at least three days prior to the Closing Date that all invoices for Transaction Costs must be delivered to the Company prior to the Closing Date, (iii) as to the amount of Taxes for which any Group Company will become liable upon payment of any Transaction Costs to employees of such Group Company, and (iv) as to each Person to whom Transaction Costs are owed at the Effective Time and the amount thereof), along with wire transfer or other instructions for payment of the Transaction Costs;

(iii) a certificate of the Chief Financial Officer of the Company (the “ Indebtedness Certificate ”) certifying to the best of his knowledge, on behalf of the Company, as to the total amount of the Closing Indebtedness (which Indebtedness Certificate shall include certifications (i) that there is no Closing Indebtedness other than the Closing Indebtedness reflected therein and (ii) as to each lender to whom Closing Indebtedness is owed at the Effective Time and the amount thereof), along with wire transfer or other instructions for payment of the Closing Indebtedness outstanding at the Effective Time; and

(iv) a certificate of the Chief Financial Officer of the Company (the “ Working Capital Certificate ”) certifying to the best of his knowledge as to the amount of the Estimated Net Working Capital Adjustment and an estimate of the Closing Net Working Capital Deficit as of the Effective Time (the “ Estimated Closing Net Working Capital Deficit ”). The Estimated Closing Net

Working Capital Deficit, and Estimated Net Working Capital Adjustment (and the individual elements thereof, as applicable) shall be determined and prepared in accordance with GAAP and, to the extent not inconsistent therewith, consistently with the policies, principles, procedures and methodologies used in calculating the Target Net Working Capital as set forth on the Net Working Capital Schedule (the “ Working Capital Methodology ”). In all instances where GAAP and past practices are inconsistent, GAAP will prevail.

(c) Closing Payments . Subject to the terms and conditions of this Agreement, at the Closing (except with respect to subsection (ii)), Buyer shall make, or cause to be made, the following payments, by wire transfer of immediately available funds:

(i) With respect to the Stockholders and Non-Employee Company Option Holders, (A) to the Paying Agent, a cash amount equal to the Cash Consideration, and (B) a number of shares of Buyer Stock (rounded down to the nearest whole number) equal to the Stock Consideration, in each case, as set forth on the Allocation Schedule, which amount shall constitute the initial Payment Fund and shall be disbursed to the Stockholders and Non-Employee Company Option Holders by the Paying Agent in accordance with the payment procedures set forth in Section 2.5 below.

(ii) With respect to Employee Company Option Holders, and through the Company’s payroll systems and with a special and separate payroll processing run which shall occur promptly following Closing, a cash amount equal to the Cash Consideration and a number of shares of Buyer Stock equal to the Stock Consideration (the “ Closing Stock Consideration ”) payable to such Employee Company Option Holder to the extent such Employee Company Option Holder executed an Option Cancellation Agreement and as provided in Section 2.5(c)(ii) (as reflected on the Allocation Schedule), as reduced to fulfill the applicable Tax withholdings and payroll charges associated with such payments.

(iii) To the Stockholders’ Representative for the benefit of the Equity Holders, to such account as will be specified in writing by the Stockholders’ Representative, the Reserve Amount, which amount will be held in a separate account established by the Stockholders’ Representative (the “ Reserve Account ”) and used solely for the purpose of paying the Stockholders’ Representative’s fee and expenses.

(iv) To the Escrow Agent, the Indemnification Escrow Amount and the Adjustment Escrow Amount.

(v) To the R&W Insurer, all costs of the R&W Insurance Policy (including the premium thereof and any diligence, underwriting or similar fees associated with the issuance thereof).

(vi) To the applicable creditor(s) of the Company (or its Subsidiaries) identified on the Indebtedness Certificate, the amount(s) of Closing Indebtedness owed to such creditor(s), pursuant to wire instructions or other payment instructions set forth on the Indebtedness Certificate.

(vii) To the applicable payees set forth on the Transaction Costs Certificate, the amount of the Transaction Costs owed by the Company (or its Subsidiaries) to such parties, pursuant to wire or other payment instructions set forth on the Transaction Costs Certificate.

(d) Post-Closing Adjustments . The Merger Consideration shall be subject to adjustment after the Closing Date as specified in this Section 2.4(d) .

(i) Within 90 days after the Closing Date, Buyer shall provide to the Stockholders’ Representative a statement (the “ Post-Closing Statement ”) of: (i) the Transaction Costs, (ii) the Closing Indebtedness, (iii) the Closing Net Working Capital Deficit (the “ Final Closing Net Working Capital Deficit ”) prepared in accordance with the terms of this Agreement, and (iv) the Final Net Working Capital Adjustment.

(ii) Buyer shall (i) permit the Stockholders’ Representative to have reasonable access to the books and records pertaining to or used in connection with the preparation of the Post-Closing Statement and Buyer’s calculation of the Transaction Costs, the Closing Indebtedness, Closing Net Working Capital and the Final Net Working Capital Adjustment and (ii) provide the Stockholders’ Representative reasonable access to Buyer’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Stockholders’ Representative; provided that such access will be in a manner that does not interfere with the normal business operations of Buyer or the Surviving Corporation. The Stockholders’ Representative shall notify Buyer of its acceptance or dispute of any amounts reflected on the Post-Closing Statement within 30 calendar days after the Stockholders’ Representative’s receipt of such statement (such 30-day period hereinafter referred to as the “ Review Period ”). Any such notice of disagreement (the “ Notice of Disagreement ”) shall specify those items or amounts as to which the Stockholders’ Representative disagrees (and shall include the Stockholders’ Representative’s proposed changes to the calculation of the Transaction Costs, the Closing Indebtedness, the Closing Net Working Capital and the Final Net Working Capital Adjustment, as applicable). The Stockholders’ Representative shall be deemed to have agreed with all other items and amounts included in the Post-Closing Statement that are not identified in the Notice of Disagreement.

(iii) In the event of a dispute with respect to the Post-Closing Statement, Buyer and the Stockholders’ Representative shall attempt to reconcile differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If Buyer and the Stockholders’ Representative are unable to reach a resolution to such effect within 30 calendar days after Buyer’s receipt of the Notice of Disagreement, Buyer and the Stockholders’ Representative shall submit the amounts remaining in dispute for resolution to BDO USA LLP (the “ Independent Accountant ”). The Independent Accountant shall be directed to, within 30 calendar days after such submission, determine and report to the Parties upon the remaining disputed amounts with respect to the Post-Closing Statement, and such report shall be final, binding and conclusive on the Parties hereto and shall constitute an arbitral award upon which a judgment may be entered in any court having jurisdiction thereof. The Independent Accountant shall be authorized to resolve only those items remaining in dispute between Buyer and the Stockholders’ Representative, and such resolution shall be based solely on the materials submitted by the Parties and not on independent review. Buyer, on the one hand, and the Stockholders’ Representative, on the other, shall each pay fifty percent (50%) the fees and disbursements of the Independent Accountant; provided , that upon resolution of the dispute by the Independent Accountant, the prevailing Party, if any, as determined by the Independent Accountant, shall be entitled to be reimbursed in proportion to the amount by which the other Party’s determinations of the items in dispute differed from the amount determined by the Independent Accountant. Such amount shall be determined by the Independent Accountant.

(iv) No later than five Business Days after the Transaction Costs, the Closing Indebtedness, Closing Net Working Capital and Final Net Working Capital Adjustment shall be finally determined in accordance with this Section 2.4(d) , the following payments shall be made:

(A) If the sum of the amounts of Transaction Costs and Closing Indebtedness as finally determined in accordance with this Section 2.4(d) is greater than the sum

of the amounts of Transaction Costs and Closing Indebtedness reflected on the Transaction Costs Certificate and the Indebtedness Certificate, Buyer and the Stockholders’ Representative shall provide a joint instruction to the Escrow Agent to distribute such excess to Buyer from the Adjustment Escrow Fund;

(B) If the sum of the amounts of the Transaction Costs and the Closing Indebtedness as finally determined in accordance with this Section 2.4(d) is less than the sum of the amounts of the Transaction Costs and the Closing Indebtedness reflected on the Transaction Costs Certificate and the Indebtedness Certificate, Buyer shall pay the amount of such shortfall to the Paying Agent and the Surviving Corporation, as applicable, for further distribution to the Equity Holders at the direction of the Stockholders’ Representative; and

(C) If (i) the Final Net Working Capital Adjustment as finally determined in accordance with this Section 2.4(d) is a deficit of more than $1,955,000, such deficit amount greater than the $1,955,000 shall be first deducted from the Adjustment Escrow Fund, and if such deficit amount exceeds the amount held in the Adjustment Escrow Fund, such deficit will be deducted from the Contingent Cash Consideration portion of any subsequent Contingent Payment if such deficit amount is finally determined in accordance with this Section 2.4(d) prior to date of payment of the Contingent Cash Consideration portion of any subsequent Contingent Payment. If the Final Net Working Capital Adjustment as finally determined is less than a deficit of $1,445,000, such amount will be paid by the Buyer to the Paying Agent and the Surviving Corporation, as applicable, for further distribution to the Equity Holders at the direction of the Stockholders’ Representative.

The aggregate payments to be made by Buyer or the Stockholders’ Representative as a result of all adjustments to the Merger Consideration pursuant to this Section 2.4(d) may be netted against all amounts owed to such Party as a result of such adjustment to the Merger Consideration (such netted amount, the “ Adjustment Amount ”), and (i) if the Adjustment Amount is due to Buyer, Buyer and the Stockholders’ Representative shall provide a joint instruction to the Escrow Agent to distribute from the Adjustment Escrow Fund (I) to Buyer, such Adjustment Amount, and (II) any remaining amounts in the Adjustment Escrow Fund at the direction of the Stockholders’ Representative to the Paying Agent and the Surviving Corporation for further distribution to the Equity Holders; provided , that if the amount of the Adjustment Escrow Fund is less than Adjustment Amount to be paid to Buyer, then the Equity Holders shall be liable for such deficiency, and Buyer shall have the right to seek payment directly from the Equity Holders for such amount in excess of the Adjustment Escrow Fund, first by reducing the Contingent Cash Consideration Portion of any subsequent Contingent Payment pro-rata for each Equity Holder, and (ii) if an Adjustment Amount is due to Equity Holders, (y) Buyer shall pay such Adjustment Amount to the Paying Agent and the Surviving Corporation for further distribution to the Equity Holders at the direction of the Stockholders’ Representative, (z) Buyer and the Stockholders’ Representative shall provide a joint instruction to the Escrow Agent to distribute the Adjustment Escrow Fund at the direction of the Stockholders’ Representative to the Paying Agent and the Surviving Corporation for further distribution to the Equity Holders; provided , at the Stockholders’ Representative’s election, amounts due to the Equity Holders pursuant to subsection (ii) of this sentence may be paid at the time of and with the next Contingent Payment if the Adjustment Amount is finally determined pursuant to this Section 2.4(d) prior to the date of any such date for the payment of the Contingent Payment.

Any payment to be made by Buyer to the Stockholders’ Representative pursuant to this Section 2.4(d) may, at Buyer’s option, be reduced by any Losses for which any Buyer Indemnitee is entitled to indemnification under Section 11.2 , and shall be as reduced to fulfill the applicable Tax withholdings and payroll charges associated with such payments. Buyer shall, at its option exercisable by written notice to the Stockholders’ Representative, retain amounts from the Adjustment Escrow Fund to satisfy any payment obligation of the Stockholders’ Representative, on behalf of the Equity Holders, to Buyer under this Section 2.4(d) and in accordance with Section 12.13 .

2.5 Effect on Capital Stock . At the Effective Time, by virtue of the Merger and without any further action on the part of any Party or the holder of any of the following securities:

(a) Capital Stock of Merger Sub I . Each issued and outstanding share of common stock of Merger Sub I (“ Merger Sub Shares ”) will be converted into and become one fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation (“ Surviving Corporation Common Shares ”) with the same rights, powers and privileges as shares of common stock of Merger Sub I so converted. Each certificate representing Merger Sub Shares will at the Effective Time represent an equal number of shares of Surviving Corporation Common Shares.

(b) Cancellation of Treasury Shares of the Company . All shares of capital stock of the Company issued and outstanding immediately prior to the Effective Time and are owned directly or indirectly by the Company (whether as treasury shares or otherwise) or Buyer, Merger Sub I or their respective Subsidiaries will be automatically cancelled and will cease to exist and no consideration will be delivered in exchange therefor.

(i) Each share of Common Stock issued and outstanding immediately prior to the Effective Time, including shares of Common Stock issued upon exercise of any Common Option exercisable therefor and exercised immediately prior to the Effective Time (other than Dissenting Shares), shall, by virtue of the Merger and without any action on the part of Buyer, the Company or the holder thereof, automatically convert into the right to receive (A) the Per Share Consideration, and in respect of the Cash Consideration, without any interest thereon, as set forth on the Allocation Schedule, subject to the terms and conditions of this Agreement, including the allocation of a portion thereof to the Adjustment Escrow Amount, the Indemnification Escrow Amount and the Reserve Amount, and (B) the Contingent Payments (subject to the terms and conditions of this Agreement) and each such share of Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive such holder’s share of the Merger Consideration pursuant to this Section 2.5(c) upon the surrender of such certificate in accordance with this Agreement.

(ii) Options . As soon as reasonably practicable following the date of this Agreement, and in any event prior to the Closing Date, the Company Board will adopt appropriate resolutions and take all other actions as may be required to provide that any Vested Company Option that is outstanding immediately prior to the Effective Time shall, upon execution of an Option Cancellation Agreement, by virtue of the Merger and without any action on the part of Buyer, the Company or the holder thereof, be cancelled, terminated and converted into the right to receive (A) the Per Share Consideration (but with a deduction for the per share aggregate exercise price of such Vested Company Option), and in respect of the Cash Consideration, without any interest thereon, as set forth on the Allocation Schedule, subject to the terms and conditions of this Agreement, including the allocation of a

portion thereof to the Adjustment Escrow Amount, the Indemnification Escrow Amount and the Reserve Amount, and (B) the Contingent Payments (subject to the terms and conditions of this Agreement), and in each case, including the reduction for any applicable Tax withholdings and payroll charges associated with such payment (other than any employer related Taxes). Each Company Option that is outstanding immediately prior to the Effective Time that is not a Vested Company Option (each an “ Out-of-Money Option ”) shall, by virtue of the Merger and without any action on the part of Buyer or the holder thereof, be cancelled without payment of any consideration, subject to the terms and conditions of this Agreement. Each Unvested Company Option that is outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Buyer, or the holder thereof, be cancelled without payment of any consideration. The Company shall take all actions that are necessary and appropriate to provide for such cancellation and conversion, as applicable, including, to the extent necessary, obtaining consent from the holders of Common Options.

(iii) Warrants . As soon as reasonably practicable following the date of this Agreement, and in any event prior to the Closing Date all Common Warrants will be exercised or cancelled. The Company shall take all actions that are necessary and appropriate to provide for such cancellation and conversion, as applicable, including, to the extent necessary, obtaining consent from the holders of Common Warrants.

(iv) Dissenting Shares . Notwithstanding anything in this Agreement to the contrary, any shares of the Company’s Capital Stock that are issued and outstanding immediately prior to the Closing Date and which are held by an Equity Holder who has properly exercised and perfected his, her or its appraisal rights for such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such appraisal rights (collectively, the “ Dissenting Shares ”) shall not be converted into or represent the right to consideration for Capital Stock set forth in this Section 2.5(c) , and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders pursuant to Section 262 of the DGCL. Notwithstanding the provisions of this Section 2.5(c) , if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Section 262 of the DGCL, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company’s Capital Stock set forth in this Section 2.5(c) , without interest, upon surrender of the certificate representing such shares and otherwise in accordance with this Agreement. The Company shall give Buyer prompt notice of any demand received by the Company for appraisal of the Company’s Capital Stock or notice of exercise of a Company Stockholder appraisal or dissenters’ rights, and Buyer shall have the right to control all negotiations and proceedings with respect to any such demand. The Company agrees that, except with Buyer’s prior written consent, it shall not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demand for appraisal or exercise of appraisal or dissenters’ rights. To the extent that Buyer or the Surviving Corporation (i) makes any payment or payments in respect of any Dissenting Shares in excess of the Merger Consideration that otherwise would have been payable in respect of such Dissenting Shares in accordance with this Agreement or (ii) incurs any other costs or expenses (including specifically, but without limitation, attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (together, “ Dissenting Shares Payments ”), Buyer shall be reimbursed the amount of such Dissenting Shares Payments in accordance with Article XI .

(d) Exchange Procedures .

(i) As soon as practicable after the Closing Date, the Paying Agent shall mail to every holder of record of Outstanding Shares and Vested Company Options: (A) a letter of transmittal in the form attached hereto as Exhibit H (the “ Letter of Transmittal ”) and (B) if applicable, instructions for use of the Letter of Transmittal in effecting the surrender of certificates or instruments that immediately prior to the Effective Time represented issued and outstanding Company Shares that were converted into the right to receive consideration pursuant to Section 2.5 (the “ Certificates ”) in exchange for the Merger Consideration. The Letter of Transmittal shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt thereof by the Paying Agent, together with a properly completed and duly executed Letter of Transmittal, duly executed on behalf of each Person effecting the surrender of such Certificates, and shall be in such form and have such other provisions as the Buyer or the Paying Agent may reasonably specify.

(ii) Promptly after delivery to the Paying Agent of a Certificate(s), if applicable, together with a properly completed and duly executed Letter of Transmittal and any other documentation required thereby, (A) the holder of record of such Certificate(s) or Vested Company Options shall be entitled to receive (i) a check or wire transfer representing the cash amounts that such holder has the right to receive pursuant to Section 2.5 (which excludes in the case of Equity Holders, such Equity Holder’s Pro-Rata Portion of the Adjustment Escrow Amount, such Equity Holder’s Pro-Rata Portion of the Indemnification Escrow Amount, and such Equity Holder’s Pro-Rata Portion of the Reserve Amount) and (ii) a certificate representing the shares of Buyer Stock that such holder has the rights to receive pursuant to Section 2.5 , in each case, in respect of such Certificate or Vested Company Options, and (B) if applicable, such Certificate(s) shall be cancelled.

(e) Non-Accredited Investors . Notwithstanding anything in this Agreement to the contrary, Buyer shall not be obligated to issue shares of Buyer Stock to any Equity Holder that is not a Confirmed Accredited Investor. If Buyer elects not to issue shares of Buyer Stock to any Non-Accredited Investor that would otherwise be entitled to receive Buyer Stock under Sections 2.5(c) or Section 2.11 (subject, in all cases, to the exchange procedures set forth in this Section 2.5 ), then such Non-Accredited Investor shall be entitled to the equivalent of the Stock Consideration or Contingent Stock Consideration, in cash, and the Stock Consideration or Contingent Stock Consideration to be received by the other Equity Holders that are Accredited Investors shall be increased in an equitable manner as determined by Buyer in its sole discretion.

2.6 Appointment of Paying Agent . Prior to the Closing Date, Buyer will appoint a paying agent reasonably acceptable to the Company to act as paying agent in connection with the consideration to be paid to the Stockholders and Non-Employee Company Option Holders (the “ Paying Agent ”) pursuant to a paying agent agreement entered into between Buyer and the Paying Agent.

2.7 Closing of Transfer Books; Unclaimed Merger Consideration . At the Effective Time, the stock transfer books of the Company shall be closed and no transfer of Company Shares shall thereafter be made. Following the Merger, the holders of Certificates formerly representing Company Shares shall look only to Buyer for payment of the applicable portion of the Merger Consideration. Neither of Buyer nor the Surviving Corporation shall be liable to any holder of Company Shares for any amount properly paid to a public official under any applicable property, escheat or similar Laws.

2.8 Withholding . Each of the Company and Buyer, as applicable, shall be entitled to deduct and withhold or cause to be deducted and withheld from amounts otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to such payments under any provision of federal state, local or foreign Tax Law. Any amounts so deducted and

withheld will be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

2.9 Additional Actions . If, at any time after the Effective Time, the Surviving Corporation shall consider or be advised that consistent with the terms of this Agreement any further assignments or assurances required by applicable Law or any other acts are necessary or desirable (a) to vest, perfect or confirm, of record or otherwise, in the Surviving Corporation, title to and possession of any property or right of either of the Company or Merger Subs acquired or to be acquired by reason of, or as a result of, the Merger, or (b) otherwise to carry out the purposes of this Agreement, then, subject to the terms and conditions of this Agreement, each of the Company or Merger Subs and their officers and directors shall be deemed to have granted to the Surviving Corporation an irrevocable power of attorney to execute and deliver all such deeds, assignments and assurances required by applicable Law and to do all acts necessary or proper to vest, perfect or confirm title to and possession of such property or rights in the Surviving Corporation and otherwise to carry out the purposes of this Agreement; and the officers and managers of the Surviving Corporation are fully authorized in the name of either of the Company or Merger Subs to take any and all such action.

2.10 Second Merger .

(a) Immediately after the Effective Time, Buyer will cause the Surviving Corporation to merge with and into Merger Sub II (the “ Second Merger ” and together with the Merger, the “ Mergers ”) and the separate corporate existence of the Surviving Corporation shall thereupon cease and Merger Sub II shall be the surviving entity (the “ Surviving Entity ”) in the Second Merger.

(b) At the effective time of the Second Merger, all issued and outstanding shares of the Surviving Corporation shall automatically be converted into a membership interest in the Surviving Entity representing one hundred percent (100%) of the equity ownership interests in the Surviving Entity.

(c) With respect to any time following the Second Merger, references herein to the Surviving Corporation shall refer to the Surviving Entity.

2.11 Contingent Amounts . Subject to Section 2.13 :

(a) Contingent Payments . Stockholders shall be entitled to receive Contingent Payments, if any, as additional Merger Consideration, in respect of the transactions contemplated by this Agreement, on the terms and subject to the conditions set forth in this Section 2.11 and Section 2.12 .

(b) Contingent Statements . Within 30 days after the end of each Contingent Period, Buyer shall provide to the Stockholders’ Representative a statement (each, a “ Contingent Statement ”) setting forth the twelve-month trailing Adjusted EBITDA of the Surviving Corporation, the twelve-month trailing Adjusted EBITDA of the Buyer (which for all purposes of this Agreement shall be as set forth in the Buyer’s SEC Documents filed from time to time during the applicable Contingent Period, and not in accordance with the definition of “Adjusted EBITDA” contained herein and, to the extent that such SEC Documents do not include all of the data necessary to calculate Adjusted EBITDA, such other sources as may be reasonably available), and the calculation of the Contingent Payment for such Contingent Period. The Contingent Statement shall include calculations set forth in the manner set forth in Exhibit B . The Stockholders’ Representative will have a right to review the records reasonably necessary to calculate the applicable Contingent Payment (the “ Business Records ”). Within 10 Business Days after the later of receipt of (i) a Contingent Statement, or (ii) Business Records (if requested within 10 Business Days from receipt of the Contingent Statement) in respect of such Contingent Statement, the Stockholders’

Representative may deliver to Buyer a written statement describing in reasonable detail his objections, if any, to the Contingent Statement solely with respect to (i) computational errors set forth in the Contingent Statement or (ii) the manner in which the applicable Contingent Payment was calculated (a “ Notice of Objection ”), which Notice of Objection shall be accompanied by the Stockholders’ Representative’s calculation of each item of dispute and a revised calculation of the applicable Contingent Payment. If the Stockholders’ Representative does not deliver a Notice of Objection within such 10-Business Day period, the Contingent Statement will become final and binding on each Party. If the Stockholders’ Representative delivers a Notice of Objection within such 10-Business Day period, Buyer and the Stockholders’ Representative shall attempt to reconcile differences for a period of 30 days of the delivery of such Notice of Objection. Thereafter, any amounts in the Contingent Statement not resolved by the Parties (“ Disputed Amounts ”) shall be submitted promptly by Buyer and the Stockholders’ Representative for resolution by the Independent Accountant, who shall resolve the Disputed Amounts only and make any adjustments to the Contingent Statement as soon as practicable and in any event within 30 days after their engagement. The Independent Accountant shall only decide the specific items under dispute by the Parties and their decision for each Disputed Amount must be within the range of values assigned to each such item in the Contingent Statement and the Notice of Objection, respectively. The fees and expenses of the Independent Accountant shall be borne by the Stockholders, on the one hand, and Buyer, on the other hand, based on the degree to which the Independent Accountant has accepted the positions of the respective Parties. The determination of the Disputed Amounts by the Independent Accountant shall be final and binding upon Buyer and Stockholders.

(i) Contingent Payments, if any, required to be paid by Buyer to Stockholders pursuant to this Section 2.11 with respect to a Contingent Period, shall be paid by Buyer as promptly as practicable and in no event later than 5 days after the final determination of the Contingent Statement (each, a “ Payment Date ”), unless otherwise agreed by Buyer and the Stockholders’ Representative. Contingent Payments, if any, shall be paid 50% in cash (“ Contingent Cash Consideration ”) and 50% in Buyer Stock (“ Contingent Stock Consideration ”), except as otherwise contemplated herein, including Section 2.12 and Section 2.13 , which Contingent Stock Consideration shall be at the applicable Contingent Buyer Stock Value. Payment of any cash or the issuance of any Buyer Stock to which Equity Holders are entitled shall be made by Buyer to the Paying Agent and the Surviving Corporation for further distribution to the Equity Holders at the direction of the Stockholders’ Representative. All payments of Contingent Cash Consideration shall be subject to adjustment as set forth in Section 2.4(d) and Section 2.12 .

(ii) Notwithstanding anything set forth in this Agreement, (A) in no event shall the amount of the First Contingent Payment exceed $35,000,000, (B) if the Adjusted EBITDA of the Surviving Corporation for the Second Contingent Period is equal to or less than the Adjusted EBITDA of the Surviving Corporation for the First Contingent Period, then Buyer shall have no obligation to pay the Second Contingent Payment, (C) prior to the payment of the Second Contingent Payment by Buyer in accordance with this Section 2.11 , Buyer shall first pay (on behalf of the Borrowers (as such term is defined in the HSL Loan Agreement)) the Bonus Interest, if applicable, to HSL Lender by wire transfer of immediately available funds to an account designated in writing to Buyer by either the HSL Lender or the Stockholders’ Representative (on behalf of the HSL Lender) (a “ Bonus Interest Payment ”), and the Second Contingent Payment to be paid by Buyer pursuant to this Section 2.11 shall be reduced by the Bonus Interest Payment, if applicable; and (D) the aggregate amount to be paid by Buyer pursuant to this Agreement in respect of the Baseline Amount and Contingent Payments (including, for the avoidance of doubt, a Bonus Interest Payment) shall not exceed $130,000,000, and in the event that the payment of the

Second Contingent Payment would result in the aggregate amount of the Baseline Amount and Contingent Payment to exceed $130,000,000, the Second Contingent Payment shall be reduced such that the aggregate amount paid by Buyer in respect of the Baseline Amount and the Contingent Payments equals $130,000,000. The HSL Lender shall be considered a third party beneficiary for purposes of subpart (C) of the previous sentence with the right to enforce such subpart against Buyer.

(d) Operation of the Company during Contingent Periods . Except as Buyer and the Stockholders’ Representative may otherwise agree in writing, from the Closing Date until the end of the Second Contingent Period (the “ Separation Period ”):

(i) Buyer will operate the Surviving Corporation as a separate division or subsidiary, and in any event, in such a manner as to permit the Parties to determine the Adjusted EBITDA for the Group Companies on a monthly basis for each Contingent Period.

(ii) Buyer will maintain or cause to be maintained separate or otherwise identifiable (e.g., in the case of a shared general ledger) books and records at all times during the Contingent Periods in a manner reasonably necessary for the financial statements of the Surviving Entity and its Subsidiaries to be prepared in accordance with GAAP.

(iii) The Company understands, acknowledges and agrees that Buyer is entitled to manage and operate Surviving Entity and its Subsidiaries, in its reasonable business discretion; provided that the finance and accounting departments of the Company will initially remain in Tucson Arizona following the Closing and Buyer will use commercially efforts to transition such departments to Buyer’s corporate headquarters by December 31, 2017.

(iv) During the Separation Period, (x) without the consent of the Stockholders’ Representative, compensation of any management employees of the Surviving Entity and its Subsidiaries as of the Closing Date will not be increased by more than ten percent (10%) from their current levels, (y) Buyer shall use commercially reasonable efforts to retain Kevin Boesen as the person responsible for the management of the Surviving Entity and its Subsidiaries and (z) the Surviving Corporation’s medication therapy management business will be conducted primarily within the Surviving Corporation.

(e) Right of Set-Off . Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other right or remedy Buyer has or may have, Buyer shall have the right, at its option in its sole discretion, to withhold and set-off against any amount otherwise due to be paid pursuant to this Section 2.11 the amount of any Losses to which, it has been finally determined, any Buyer Indemnitees may be entitled under Article XI of this Agreement or any other Transaction Document.

(f) Transferability . For the avoidance of doubt, the rights of the Equity Holders to receive Contingent Payments hereto shall not be transferable.

2.12 Adjustment to Merger Consideration to Preserve Intended Tax Treatment of Mergers . Notwithstanding anything in this Agreement to the contrary other than Section 2.13 , with respect to the Mergers, the aggregate amount of the Buyer Stock payable as Merger Consideration (which, as contemplated by Section 2.11(a) shall include the Contingent Payments, if any) pursuant to this Agreement that must be included in the measurement of “continuity of interest” pursuant to Treasury Regulation Section 1.368-1(e)(2) (the “ 40% COI Test ”) shall not be less than forty percent (40%) of the aggregate of all amounts that must be included in the measurement of continuity of interest pursuant to

the 40% COI Test , calculated in accordance with the assumptions set forth in this Section 2.12 including those with respect to the Contingent Payments. Solely for the purpose of this Section 2.12 , it shall be assumed the entire Adjustment Escrow Amount and Indemnification Escrow Amount were fully paid to the Equity Holders as Merger Consideration in accordance with this Agreement and the Agreement Date Closing Price of Buyer Stock shall be used rather than the Buyer Stock Value for the purpose of the 40% COI Test calculation (such requirement, the “ COI Requirement ”). Furthermore, the COI Requirement shall be applied to the Mergers using “closed transaction” federal income tax principles as well as the “contingent stock” federal income tax principles set forth in Rev. Proc. 84-42 as to the operation, after the Closing Date, of the Contingent Payment provisions and Section 2.13 of this Agreement such that for the purpose of applying this Section 2.12 on the Closing Date the Contingent Payment rights shall not be treated solely as non-stock consideration for purposes of the COI Requirement and shall instead be treated as stock consideration for purposes of the COI Requirement to the extent of the probability adjusted estimate of the Buyer that Contingent Stock Consideration shall ultimately be paid (as compared to Contingent Cash Consideration) given the application of Section 2.13 . In the event the amount of Buyer Stock otherwise payable as Merger Consideration pursuant to Section 2.4 would be insufficient for the Mergers to satisfy the COI Requirement but subject to Section 2.13 , then the amount of Buyer Stock otherwise payable as Merger Consideration pursuant to Section 2.4 shall be increased (with a corresponding decrease in the amount of the cash otherwise payable as Merger Consideration pursuant to Section 2.4 and with the adjustment to each of the Cash Consideration and the Stock Consideration being based on the Agreement Date Closing Price) to the extent necessary for the Mergers to meet the COI Requirement, it being understood that such adjustment shall be made in a manner that results in the lowest increase in payment of Buyer Stock pursuant to this Section 2.12 necessary to satisfy the COI Requirement.

2.13 Buyer Stockholder Vote Override Provisions. Notwithstanding anything to the contrary set forth herein, in the event an adjustment to the Merger Consideration is required pursuant to Section 2.11 , Section 2.12 or any other provision of this Agreement that would result in the issuance of more than the Maximum Share Number, Buyer may, at its sole and exclusive option, solicit such stockholder consent in accordance with NASDAQ rules and regulations in order to issue Buyer Stock in excess of the Maximum Share Number or increase the Contingent Cash Consideration (with a corresponding decrease to the Contingent Stock Consideration), and in no event shall Buyer be required to issue Buyer Stock in excess of the Maximum Share Number absent receipt of such stockholder consent. For the avoidance of doubt, this Section 2.13 shall apply cumulatively to payments of Merger Consideration from and after the Closing Date.

2.14 Lost Certificates . If any certificate representing any Outstanding Shares have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Paying Agent shall issue, in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to be paid in respect of such Outstanding Shares as contemplated under this Article II .

ARTICLE III

THE CLOSING

3.1 The Closing . The closing for the transactions contemplated by this Agreement (the “ Closing ”) shall be held at the offices of Morgan, Lewis & Bockius LLP, 1701 Market Street, Philadelphia, PA at 10:00 a.m. (local time) as promptly as practicable following three Business Days after

the date on which there has been a satisfaction or waiver of the conditions to the consummation of the transactions contemplated by this Agreement set forth in Article IX (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), unless the Parties agree in writing to another date or place. The date on which the Closing occurs is referred to herein as the “ Closing Date .” On the Closing Date, the Parties shall cause the Merger and Second Merger to be consummated by filing the Certificates of Merger with the Delaware Secretary of State in accordance with the DGCL.

3.2 Deliveries . At the Closing, subject to the terms and conditions contained herein:

(a) The Company shall deliver or cause to be delivered the following items:

(i) duly executed counterparts to each of the Transaction Documents to which the Company, the Stockholders or the Stockholders’ Representative is party;

(ii) a certificate of the Secretary of State of Delaware as to the good standing as of the most recent practicable date of the Company in such jurisdiction;

(iii) the certificate of incorporation of the Company certified as of the most recent practicable date by the Secretary of State of Delaware;

(iv) a certificate of the Secretary of the Company, given by him or her on behalf of the Company and not in his or her individual capacity, certifying as to the certificate of incorporation and the bylaws of the Company and as to the resolutions of the Company’s Board of Directors authorizing the Transaction Documents and the transactions contemplated hereby;

(v) the Updated Allocation Schedule;

(vi) the resignations referenced in Section 7.7 ;

(vii) the Transaction Costs Certificate;

(viii) the Allocation Certificate;

(ix) the Indebtedness Certificate;

(x) the Working Capital Certificate;

(xi) the Voting and Support Agreements duly executed by at least 90% of Stockholders;

(xii) employment agreement, in form and substance satisfactory to Buyer, executed by Kevin Boesen;

(xiii) the Option Cancellation Agreements executed by each Company Option Holder;

(xiv) all necessary forms and certificates complying with applicable Law, duly executed and in form and substance reasonably acceptable to Buyer, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code; and

(xv) the additional deliverables referenced in Section 9.2 .

(b) Buyer shall deliver (or cause the Surviving Corporation to deliver) the following items:

(i) duly executed counterparts to the Transaction Documents to which it is a party;

(ii) the certificate of incorporation of Buyer and Merger Sub I certified as of the most recent practicable date by the Secretary of State of Delaware;

(iii) certificates of the Secretary of State of Delaware as to the good standing as of the most recent practicable date of Buyer and Merger Sub I in such jurisdiction;

(iv) certificates of the Secretary of each of Buyer and Merger Sub I, given by him on behalf of Buyer or Merger Sub I, as the case may be, and not in his individual capacity, certifying as to the certificate of incorporation and the bylaws of Buyer or Merger Sub I, as the case may be, and as to the resolutions of the Board of Directors of Buyer and the Board of Directors and stockholder of each of Merger Sub I, authorizing the Transaction Documents and the transactions contemplated hereby;

(v) to the applicable creditors identified on the Transaction Costs Certificate, on behalf of the Stockholders, the Company or its Subsidiaries, payment of all Transaction Costs;

(vi) the Merger Consideration required to be delivered at Closing in accordance with the terms of this Agreement;

(vii) evidence of payment to the Escrow Agent of the Indemnification Escrow Amount and the Adjustment Escrow Amount in accordance with Section 2.4(c)(iv) ;

(viii) evidence of payment of the Reserve Amount to an account designated by the Stockholders’ Representative;

(ix) to the Company’s or its Subsidiaries’ applicable creditors, on behalf of the Company or its Subsidiaries, payment of all Indebtedness identified on the Indebtedness Certificate; and

(x) a certificate of Buyer and Merger Sub I to the effect set forth in Section 9.3 (c) .

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as set forth in the disclosure schedules accompanying this Agreement (with specific reference to the representations and warranties to which the information in such schedule relates) (collectively, the “ Company Disclosure Schedule ”), the Company and the Principal Stockholders hereby represent and warrant as of the date of this Agreement and as of the Closing to both Buyer and the Merger Subs as follows:

4.1 Organization and Good Standing .

(a) The Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, has all requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which the character of the properties it owns, operates or leases or the nature of its activities makes such qualification necessary or advisable.

(i) The Organizational Documents, which have previously been furnished to Buyer, reflect all amendments thereto and are true, correct and complete.

(b) Schedule 4.1 contains a true and complete list of (i) the jurisdictions in which the Company is qualified to conduct business and (ii) all countries in which the Company or any of its Subsidiaries conducts business.

4.2 Capitalization .

(a) The authorized Capital Stock of the Company consists of (i) 20,000,000 shares of Common Stock, par value $0.001 per share (the “ Common Stock ”), of which 13,406,250 are designated Series A Common Stock, 4,593,751 are designated Series B Common Stock, 1,593,750 are designated Series B-1 Common Stock, 2,000,001 are designated Series B-2 Common Stock and 1,000,000 are designated Series B-2 Common Stock, and (ii) 5,000,000 shares of Preferred Stock, par value $0.001 per share. All of the Outstanding Shares are, and all shares of Capital Stock that may be issued upon exercise of Common Options will be (upon issuance in accordance with their terms), duly authorized, validly issued, fully paid and nonassessable and are not subject to preemptive rights created by statute or the Company’s Organizational Documents. The Outstanding Shares are owned of record and beneficially by the holders of Company Shares in the amount set forth on Schedule 4.2(a) . Schedule 4.2(a) accurately sets forth the authorized and outstanding Capital Stock of the Company and the class and number of shares held by each holder of the Capital Stock of the Company.

(b) Except as set forth in Schedule 4.2(b) , all of the issued and outstanding shares of the Company have been duly authorized, are validly issued, fully paid and nonassessable, are free of any Liens, were not offered, issued or granted in violation of any Law or the preemptive or similar rights of any Person or any Contract to which the Company is a party or by which it is bound. Schedule 4.2(b) accurately sets forth all of the issued and outstanding Common Options and Common Warrants and the number of issued and outstanding Common Options and Common Warrants held by each holder. The Common Options and Common Warrants are duly authorized and were not issued in violation of any applicable Laws or the preemptive or similar rights of any Person and each such grant was made at a per share exercise price that was not less than the fair market value of a share of Common Stock on the applicable grant date.

(c) All securities of the Company have been issued and granted in compliance with (i) all applicable securities Laws and (ii) all requirements set forth in the Company’s Organizational Documents and applicable Contracts.

(d) Except as set forth on Schedule 4.2(d) , there are no outstanding or authorized options, warrants, Contracts, pledges, calls, puts, rights to subscribe, conversion rights, rights to purchase, exchange rights, phantom stock, appreciation rights, performance based rights or other similar rights or other agreements or commitments to which the Company is a party or which is binding upon the

Company providing for the issuance, disposition, redemption or acquisition or registration under the Securities Act and all rules and regulations promulgated thereunder, or any foreign securities Law, sale or transfer (including agreements relating to preemptive rights, rights of first refusal, co-sale rights or “drag-along” rights) of any of its equity or any rights or interests exercisable therefor.

(e) Except as otherwise provided pursuant to Section 2.4 , no Stockholder is entitled to receive any amount in connection with the Merger with respect to any of the Equity Securities of the Company held by it that is different from or additional to the amounts of the Merger Consideration to be received by it as set forth in the Allocation Schedule. No Person other than the Stockholders listed in the Allocation Schedule, is entitled to receive any payment or property in connection with the Merger in respect of any Company Share or other Equity Security of the Company. Schedule 2.4(a) is, as of the date hereof, and the Allocation Schedule shall be as of the Closing Date, accurate and complete, and the calculations performed to compute the information contained therein comply with the applicable provisions of this Agreement.

(f) Other than the Outstanding Shares set forth in Schedule 4.2(a) and the Common Options set forth on Schedule 4.2(b) , the Company does not have outstanding any shares of Capital Stock or any other Equity Securities.

(g) Except as set forth in Schedule 4.2(g) , the Company does not own or control, directly or indirectly, any membership interest, partnership interest, joint venture interest, other equity or ownership interest or any other capital stock of any Person.

(h) Except as set forth in Schedule 4.2(h) , no dividends or other distributions with respect to any Company Shares have ever been made or declared, and none have accrued.

(i) The Working Capital Certificate, the Indebtedness Certificate, the Transaction Costs Certificate and the Allocation Certificate are true and correct in all material respects.

4.3 Subsidiaries of the Company .

(a) Each Subsidiary of the Company is validly existing and in good standing under the Laws of the jurisdiction of its formation or incorporation, has all requisite power to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except where the failure to be so qualified would not reasonably be expected to have a Company Material Adverse Effect.

(b) Schedule 4.3 contains a true and complete list of the Subsidiaries of the Company and sets forth, with respect to each such Subsidiary, the jurisdiction of formation or incorporation, the jurisdictions in which each such Subsidiary is qualified to do business, the authorized and outstanding Capital Stock of such Subsidiary and the owner(s) of record of such outstanding Capital Stock, which hold such Capital Stock free and clear of all Liens. All of the outstanding shares of Capital Stock of the Subsidiaries of the Company (collectively, the “ Subsidiary Shares ”) are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any applicable preemptive or similar right or federal or state securities Law.

(c) Other than the Subsidiary Shares set forth on Schedule 4.3 , no Subsidiary of the Company has outstanding any shares of Capital Stock or any other Equity Securities.

(d) Schedule 1.1(c) is a complete and accurate list of all agreements in connection with the sale or spin-out of former subsidiaries of the Company prior to the date hereof.

4.4 Authority and Enforceability . Each of the Company and the Principal Stockholders has the requisite power and authority to execute and deliver this Agreement and any Transaction Document to which it is a party, and to consummate the Merger. The execution and delivery of this Agreement, any of the Transaction Documents to which the Company is a party and the consummation of the Merger have been duly authorized by all necessary corporate action on the part of the Company. The Company Board has determined that this Agreement and the consummation of the Merger are advisable and fair to the Company and the Stockholders and has unanimously approved this Agreement and the other Transaction Documents and declared the advisability of this Agreement and the other Transaction Documents and the Merger. Except for the adoption by holders of a majority of the Outstanding Shares (the “ Required Stockholder Vote ”), no vote of the Company’s stockholders is required in connection with the consummation of the transactions contemplated hereby. This Agreement and any Transaction Document to which each of the Company and the Principal Stockholders is a party have been duly executed and delivered by the Company and the Principal Stockholders and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligation of each of the Company and the Principal Stockholders, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar Laws affecting or relating to creditors’ rights generally, and (ii) the availability of injunctive relief and other equitable remedies.

4.5 No Conflicts; Consents .

(a) Except for any notices, filings, consents or approvals set forth in Schedule 4.5 , the execution and delivery of this Agreement by each of the Company and the Principal Stockholders do not, and the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of the Transaction Documents by the Company and the Principal Stockholders will not directly or indirectly (i) violate, conflict with or result in a violation of any of the provisions of any of the Organizational Documents of the Company or any of its Subsidiaries, (ii) violate, conflict with or result in a violation or breach of, result in a default under, or require the consent or approval of any party to, any Contract to which the Company or any of its Subsidiaries or a Principal Stockholder is a party, (iii) violate, conflict with or result in a violation of any of the terms or requirements of any Order or Law applicable to and the Principal Stockholders, the Company, its Subsidiaries or any of the properties or assets owned, used or controlled by the Company or any of its Subsidiaries, or (iv) result in the creation of any Liens upon any of the assets owned or used by the Company or any of its Subsidiaries.

(b) No Authorization or Order of, registration, declaration or filing with, or notice to any Governmental Entity is required by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the Transaction Documents or the consummation of the Merger or any of the other transactions contemplated by this Agreement or any of the Transaction Documents, except for the filing of the Certificates of Merger for the Merger and the Second Merger with the Secretary of State of the State of Delaware in relation to the DGCL.

4.6 Financial Statements .

(a) Except as set forth in Schedule 4.6(a) , (i) the audited consolidated balance sheets of the Company and the related audited consolidated statements of operations, shareholders’ equity (deficiency), and cash flows for the fiscal years ended December 31, 2014 and 2015, (ii) the audited balance sheet of SinfoníaRx, Inc., an Arizona corporation (“ Sinfon í aRx ”) and the related audited

statements of operations, shareholder’s deficiency, and cash flows for the fiscal year ended December 31, 2016 , (iii) the audited consolidated balance sheets of the Company and the SinfoníaRx, and the related audited consolidated statements of operations, statements of changes in net parent investment, and statements of cash flows for the fiscal years ended December 31, 2015 and 2016 (subpart (iii), the “ Audited Carve-out Financial Statements ”) ((i), (ii) and (iii) collectively, the “ Audited Financial Statements ”), and (iv) the unaudited balance sheets of the Company and SinfoníaRx as of June 30, 2016 and June 30, 2017, and the related unaudited statements of operations, statements of changes in net parent investment, and statements of cash flows for the respective six-month periods then ended (the “ Unaudited Carve-out Financial Statements ”), (A) are correct and complete in all material respects, (B) are consistent with the books and records of the Group Companies, as applicable, (C) have been prepared in accordance with United States generally accepted accounting principles (“ GAAP ”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such Financial Statements) and (D) fairly present in all material respects the financial condition and results of operations of the Group Companies or SinfoníaRx, as applicable, as of the respective dates thereof and for the respective periods indicated, subject, in the case of the Unaudited Carve-out Financial Statements, to normal year-end adjustments and the absence of notes. The consolidated balance sheet of the Group Companies as of June 30, 2017 is referred to herein as the “ Balance Sheet ” and the date thereof as the “ Balance Sheet Date .”

(b) No financial statements of any Person other than the Company or its Subsidiaries are required by GAAP to be included in the financial statements of the Company. The Company has no Liabilities except for the Liabilities reflected on the Balance Sheet or incurred after the date of the Balance Sheet in the ordinary course of business or as set forth on Schedule 4.6(b) . Neither the Company nor any of its Subsidiaries have extended or maintained credit, arranged for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any of its respective directors or executive officers (or equivalent thereof). Neither the Company nor any of its Subsidiaries is a party to any off-balance sheet arrangements that could have a current or future Material Adverse Effect upon the Company’s consolidated financial condition or results of operations.

(c) The Group Companies maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) all transactions are executed in accordance with management’s general or specific authorizations, (ii) all transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and any other applicable Laws and to maintain proper accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

4.7 Banking Relationships . Set forth on Schedule 4.7 are the names and locations of all banks and trust companies in which the Group Companies has banking accounts, investment accounts or lines of credit and with respect to each such account or line of credit, the names of all persons authorized to draw thereon or to have access thereto.

4.8 Accounts Receivable . All notes receivable and accounts receivable are reflected properly on the Balance Sheet and represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Such notes and accounts receivable will as of the date of the Effective Time be current and collectible, net of the respective reserve shown in the corresponding line items on the Balance Sheet. Subject to such reserves, each such note and account receivable either has been or will be collected in full, without any setoff, within 120 days after the date on which it first

becomes due and payable. There is no contest, claim, defense or right of setoff, other than returns in the ordinary course of business, relating to the amount or validity of such note or account receivable. Schedule 4.8 sets forth an accurate and complete list and the aging of all notes and accounts receivable as of the date of the Balance Sheet .

4.9 Taxes .

(a) All Tax Returns required to have been filed by each Group Company have been timely filed (taking into account valid extensions), and each such Tax Return was complete and accurate in all respects. Schedule 4.9(a) contains a list of all jurisdictions (whether foreign or domestic) in which each Group Company files Tax Returns. Except as set forth on Schedule 4.9(a) , no Group Company is currently the beneficiary of any extension of time within which to file any Tax Return. Except as set forth in Schedule 4.9(a) , no Group Company has received a written claim or has Knowledge of any other claim by a Governmental Entity in a jurisdiction where the Group Companies do not file Tax Returns that any Group Company is or may be subject to Tax by that jurisdiction.

(b) All Taxes due and owing by each Group Company (whether or not shown on any Tax Return) have been timely paid or accrued on the Balance Sheet. The Balance Sheet reflects adequate reserves in accordance with GAAP for all liabilities for Taxes accrued by the Group Companies but not yet paid.

(c) There is no audit, examination, suit, proceeding or claim currently pending or threatened in writing against any Group Company in respect of any Taxes. No deficiency or adjustment in respect of Taxes has been proposed, asserted or assessed by any Governmental Entity against any Group Company.

(d) Each Group Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor or other third party.

(e) No Group Company has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(f) Except as set forth on Schedule 4.9(f) , no Group Company (x) has been a member of any affiliated, consolidated, combined or unitary group filing a consolidated or combined Tax Return (other than a group the common Buyer of which was the Company) or (y) has any Liability for the Taxes of any Person (other than any Group Company) under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local, or foreign Law), as a transferee or successor, by contract, or otherwise. No Group Company is a party to any Tax allocation or sharing agreement.

(g) Except as set forth on Schedule 4.9(g) , no Group Company will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any:

(i) change in method of accounting for a taxable period ending on or prior to the Closing Date;

(ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law) executed on or prior to the Closing Date;

(iii) intercompany transactions or any excess loss account described in the Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign income Tax Law);

(iv) installment sale or open transaction disposition made on or prior to the Closing Date; or

(v) prepaid amount received on or prior to the Closing Date.

(h) No Group Company is a party to any agreement, contract, arrangement, or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code (or any corresponding provision of state, local, or foreign Tax Law).

(i) Except as set forth on Schedule 4.9(i) , neither the Company nor any of its Subsidiaries has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Sections 355 or 361 of the Code.

(j) No Group Company is or has ever been a United States Real Property Holding Corporation (as defined in Section 897(c)(2) of the Code). No Group Company owns any stock, equity, options or other interest in any Person that is a “controlled foreign corporation” (within the meaning of Code Section 957) or a “passive foreign investment company” within the meaning of Section 1297 of the Code.

(k) No Group Company is a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4 or any reportable transaction the principal purpose of which was Tax avoidance, within the meaning of Section 6011, Section 6111 and Section 6112 of the Code.

(l) Except as set forth on Schedule 4.9(l) , except for such limitations as may be identified in the Group Company’s Tax Returns, no Group Company has any net operating losses or other Tax attributes presently subject to limitation under Sections 382, 383, 384 of the Code or the federal consolidated return regulations (or any corresponding or similar provision of the state, local or foreign income Tax Law).

(m) All material related party transactions involving any Group Company or their Affiliates have been supported by an arm’s length study in compliance with Section 482 of the Code and the Treasury Regulations promulgated thereunder, and to the extent applicable, any comparable provisions of state, local or foreign Law.

(n) Neither the Company nor any of its Subsidiaries has engaged in a trade or business, had a permanent establishment (within the meaning of an applicable Tax treaty), or otherwise become subject to Tax jurisdiction in a country other than the United States.

4.10 Compliance with Law; Authorizations .

(a) Except as set forth on Schedule 4.10(a) , (i) each of the Group Companies is, and has at all times been, in compliance in all material respects with all Laws to which their business is subject, (ii) no investigation or review by any Governmental Entity is pending or overtly threatened against the Company or its Subsidiaries, except for regular inspections in the ordinary course of business

and (iii) there is no Order binding upon the Company or any of its Subsidiaries. None of the Group Companies have received any assertion that any of them have failed to comply with any Law to which any of their respective assets, properties and businesses are subject.

(b) Except as set forth on Schedule 4.10(b) , each of the Group Companies and/or its contractors lawfully owns, holds, possesses and/or uses in the operation of its respective business all material Authorizations necessary for it to conduct such business. The Group Companies are and have been in material compliance with the terms of all Authorizations necessary for the Group Companies to conduct their business and all such Authorizations are valid and in full force and effect. Schedule 4.10(b) contains a correct and complete list of all Authorizations held by the Company or its Subsidiaries. No violation, suspension, withdrawal, revocation, cancellation, or limitation of any of the Authorizations listed on Schedule 4.10(b) is pending or, to the Company’s Knowledge, threatened.

4.11 Regulatory Matters .

(a) No Group Company has engaged in, or is engaging in, the manufacture, distribution, compounding, receipt, handling, storage, marketing, or sale of any controlled substances or listed chemicals regulated by the Drug Enforcement Administration (“ DEA ”) or any other activity requiring registration under the federal Controlled Substances Act, DEA’s implementing regulations, or the relevant state controlled substance Laws.

(b) No Group Company has engaged in, or is engaging in, any activities requiring a Food and Drug Administration (“ FDA ”) registration or any other Authorization from the FDA, including, but not limited to the manufacture or compounding of any pharmaceutical products; or the development, manufacture, marketing, assembly, distribution, licensing, or sale of any Software or other product subject to FDA regulation as a medical device.

(c) No Group Company has received notice of, or been subject to, any adverse inspectional finding, data integrity review, investigation, penalty, fine, reprimand, sanction, assessment, request for corrective or remedial action, warning letter, regulatory letter, untitled letter, FDA Form 483, or other compliance or enforcement notice, communication, or correspondence from FDA, a state board of pharmacy, or any other Governmental Entity.

(d) No Group Company, nor, any employee, agent, or Affiliate of a Group Company has (i) made an untrue statement of material fact or fraudulent statement to any Governmental Entity, or in any records or documentation prepared or maintained to comply with the applicable Laws; (ii) failed to disclose a material fact required to be disclosed to any Governmental Entity; or (iii) been investigated by the FDA, National Institutes of Health, Office of the Inspector General for the Department of Health and Human Services, Department of Justice, or other comparable Governmental Entity for data or healthcare program fraud. No Group Company, nor any officer, director, or employee of a Group Company, has made or offered any payment, gratuity or other thing of value that is prohibited by any Law to personnel of any Governmental Entity.

(e) The Group Companies are and have been in material compliance with all healthcare laws, including, but not limited to:

(i) Title XVIII of the Social Security Act, 42 U.S.C. §§ 1395-1395hhh (the Medicare statute), including without limitation The Ethics in Patient Referrals Act, 42 U.S.C. § 1395nn, and the regulations promulgated thereunder and any applicable state self-referral Law;

(ii) 42 U.S.C. §§ 1320a through 7b(b) and any applicable state anti-kickback Law;

(iii) 31 U.S.C. §§ 3729-3733 and any applicable state false claim or fraud Law;

(iv) 18 U.S.C. § 666 (commonly referred to as the “Federal Bribery Statute”);

(v) 18 U.S.C. § 1347 (the Health Care Fraud statute);

(vi) Title XIX of the Social Security Act, 42 U.S.C. §§ 1396-1396v (the Medicaid statute);

(vii) TRICARE (10 U.S.C. Section 1071 et seq.) and the regulations promulgated thereunder; and

(viii) The Health Insurance Portability and Accountability Act of 1996 and the implementing regulations at 45 C.F.R. Parts 160 and 164, as amended by the Health Information Technology for Economic and Clinical Health Act;

(collectively the “ Healthcare Laws ”). The Group Companies have not received any written notice regarding violation of any Healthcare Laws.

(f) The Group Companies’ billing practices are and have been in compliance with all applicable Healthcare Laws and regulations and policies of all Third Party Payers. No Group Company has received payments or reimbursements in excess of amounts allowed by applicable Healthcare Laws or Third Party Payers.

(g) Neither the Group Companies nor the Group Companies’ respective, officers, directors, managers, employees, contractors, or agents have been excluded, debarred, terminated or suspended from participation in a Federal health care program, including a Medicaid program administered by a State, nor is any such exclusion, debarment, termination or suspension threatened.

(h) All claims, returns, invoices and other forms made by the Group Companies to any Third Party Payer are complete and accurate in all respects.

(i) Schedule 4.11(i) sets forth a list of all the Group Companies that participate in or otherwise seek payments under any Government Entity programs and any related provider numbers and NPIs held by the Group Companies. The Group Companies are properly accredited and certified for participation and reimbursement in all Government Entity programs from which they receive payment or in which they participate. The Group Companies are in material compliance in all respects with the conditions of participation of the Government Entity programs and with the terms, conditions and provisions of any Third Party Payer agreement. Such Third Party Payer agreements are each in full force and effect, and the Group Companies have not received any indication or have no reason to believe that any such qualifications, certifications or Third Party Payer agreements may be suspended, terminated, restricted or withdrawn.

(j) Schedule 4.11(j) sets forth a list of all Authorizations owned or held by the Group Companies as required by any Healthcare Laws (the “ Company Healthcare Permits ”), and such Company Healthcare Permits constitute all Authorizations necessary for the Group Companies to own,

lease and operate the Company facilities and to carry on the business of the Group Companies as it is now being conducted, in each case as required by any Healthcare Laws. There is no Action pending or threatened that would reasonably be expected to result in the termination, revocation, suspension, impairment or nonrenewal of any such Company Healthcare Permit.

4.12 Title to Personal Properties . Except as set forth on Schedule 4.12 , the Group Companies have good and valid title to all properties and assets purported to be owned by them, or have a valid leasehold interests or right to use all of their properties or assets purported to be leased or licensed by them free and clear of all Liens, except for Permitted Liens. Such properties and assets are sufficient for the Group Companies to conduct their business, and represent all of the properties and assets used by the Group Companies in the conduct of their business, as presently conducted.

4.13 Real Property .

(a) Owned Real Property . Neither the Company nor any of its Subsidiaries owns, or has ever owned, any real property.

(b) Leased Real Property . Schedule 4.13(b) contains a list of all real property leases, subleases and licenses, and each amendment thereto, under which the Company or any of its Subsidiaries is lessor, lessee or licensee (the “ Leased Real Property ”). The Company has made available to Buyer or its counsel a true and complete copy of every lease and sublease (including all amendments and extensions thereof) with respect to the Leased Real Property (the “ Leases ”) which (i) permit the current occupation and use of such real property by the Company or any of its Subsidiaries and (ii) will continue to be legal, valid and binding in accordance with their respective terms immediately following the Effective Time, except as may result from actions that may be taken following the Effective Time. Each Lease is valid and enforceable in accordance with its terms and there is not, under any of such leases, any existing default or event of default (or, event which with notice or lapse of time, or both, would constitute a default).

(c) Eminent Domain . To the Company’s Knowledge, none of the Leased Real Property is the subject of any condemnation or eminent domain proceeding.

(d) Utilities . The Leased Real Property is served by all water, electric, gas, telephone, sewer and other utilities reasonably necessary for the conduct of business of the Group Companies as currently conducted.

(e) Damage . No damage or destruction has occurred with respect to any of the Leased Real Property for which the Company or any of its Subsidiaries may be liable.

4.14 Intellectual Property .

(a) “ Intellectual Property ” means all intellectual property and proprietary rights whether protected, created, or arising under the Laws of the United States or any other jurisdiction anywhere in the world, including (i) patents and patent applications (including all reissues, divisions, continuations, continuations-in-part, reexamination certificates, renewals and extensions of the foregoing), (ii) registered, unregistered, and applications to register trademarks, service marks, trade names, trade dress, logos, slogans, corporate names and other designations of source, origin, sponsorship, endorsement or certification, including all goodwill associated with any of the foregoing, (iii) registered, unregistered, and applications to register copyrights and all works of authorship (including all website content, documentation, advertising copy, marketing materials, specifications, drawings, and graphics),

together with translations, adaptations, derivations and combinations thereof, (iv) trade secrets, know-how, and proprietary information, including ideas, designs, concepts, compilations of information, methods, techniques, procedures and processes, whether or not patentable, (v) algorithms and Software, domain names, URLs and any other addresses for use on the Internet or any other computer network or communication system, websites, social media, including social media accounts and handles , inventions, invention disclosures, creations or discoveries (whether patentable or unpatentable and whether or not reduced to practice), concepts, research and development, ideas, know-how, formulae, recipes, techniques, procedures, designs, specifications, and all improvements to any of the foregoing, and other proprietary and confidential information, including customer lists, supplier lists, pricing and cost information, business and marketing plans and proposals, (vi) all other intellectual property rights or similar corresponding or equivalent proprietary rights relating to any of the foregoing, and (vii) all causes of action, claims and remedies for past, current, and future infringement, misappropriation, and similar violations of any of the foregoing against third parties. “ Software ” means all (i) computer programs, whether in source code or object code form, and regardless of the medium (including semiconductor devices) in which such programs are implemented, (ii) data, database specifications, designs and compilations, and (iii) all documentation relating to any of the foregoing. “ Company Owned Intellectual Property ” means all Intellectual Property that is owned or purported to be owned by the Company or its Subsidiaries, or presently used or contemplated to be used in the business of the Company or any of its Subsidiaries as presently conducted or proposed to be conducted, except for Company Licensed Intellectual Property. “ Company Licensed Intellectual Property ” means all Intellectual Property that is licensed to the Company or any Subsidiary of the Company. “ Company IP ” means the Company Owned Intellectual Property and the Company Licensed Intellectual Property.

(b) Schedule 4.14(b) sets forth a list of all (i) Company Owned Intellectual Property that is registered or the subject of an application for registration (including the jurisdictions where such Company Owned Intellectual Property is registered or where applications have been filed, all applicable application and registration numbers, the next prosecution or maintenance deadline, and the record title owner for each such application and registration) (“ Registered IP ”), and (ii) Company Owned Intellectual Property other than Registered IP that is material to the business of the Company or any of its Subsidiaries as presently conducted or proposed to be conducted, identifying in each case, which of the Group Companies is the owner of such material unregistered Intellectual Property. The Group Companies, as applicable, are the sole and exclusive owners of, and have sole title (including, with respect to Registered IP, record title) of, free and clear of all Liens, all Company Owned Intellectual Property, and there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership of interests of any kind relating to any Company Owned Intellectual Property. All Company Owned Intellectual Property is valid, subsisting, and enforceable. Other than prior art references cited in the applicable patent office file history of any applicable Registered IP (a complete copy of which the Company has delivered to Buyer), there are no prior art references or prior public uses, sales, offers for sale or disclosures that could invalidate any applicable Registered IP or any claim thereof, or of any conduct the result of which could render any such Registered IP or any claim thereof invalid or unenforceable. The Group Companies have promptly registered all assignments for Company Owned Intellectual Property and no third party (including any Affiliate or current or former partner, director, stockholder, member, officer, employee, consultant or contractor of the Company or any of its Subsidiaries) has any rights to the Company Owned Intellectual Property other than pursuant to a valid IP License identified on Schedule 4.14(c). All deadlines for maintaining Registered IP and prosecuting applications to register Registered IP up to and including the Closing Date have been satisfied, and any such deadlines occurring in the period up to and including ninety (90) days after the Closing Date have been identified to Buyer.

(c) Schedule 4.14(c) sets forth (i) a list of all Company Licensed Intellectual Property (excluding “Shrink wrap”, “click through”, and similar non-exclusive licenses for generally commercially available off-the-shelf Software, that in each case, has incurred license fees on an annual basis of less than $10,000) and (ii) a list of all Contracts under which a Group Company licenses any Company Owned Intellectual Property to a third party (together with any licenses to any generally-commercially-available off-the-shelf Software, collectively “ IP Licenses ”). All Company Licensed Intellectual Property has been licensed to the Company pursuant to valid and enforceable Contracts. Neither the Company nor any of its Subsidiaries, and, to the Company’s Knowledge, no counter-party, is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any IP License. The Company Owned Intellectual Property together with the Company Licensed Intellectual Property (including any Open Source Software identified in Schedule 4.14(g) ) constitutes all of the Intellectual Property used in and/or reasonably necessary to the conduct of the business of the Group Companies as such business is currently conducted or proposed to be conducted.

(d) The conduct of the business of the Group Companies has never infringed, misappropriated, or otherwise violated any Intellectual Property of any third party in any material respect. The conduct of the business of the Group Companies as presently conducted or proposed to be conducted does not and will not infringe, misappropriate or otherwise violate any Intellectual Property of any third party in any material respect. Neither the Company nor any of its Subsidiaries has received any claim, demand or notice, and no action is pending or threatened against the Company or any of its Subsidiaries, (i) alleging that the Company or any of its Subsidiaries has infringed, misappropriated or otherwise violated any Intellectual Property rights or similar rights of a third party or (ii) challenging the validity, registrability, enforceability or ownership of, or the right of the Company or its Subsidiaries to use, any Company IP. Except for the matters listed on Schedule 4.14(d) , neither the Company nor any of its Subsidiaries has investigated, on its own volition, or investigated based on any inquiry of or concern raised by an employee, contractor, vendor, customer or potential customer, any actual or potential infringement of any Intellectual Property of any third party. Neither the Company nor any of its Subsidiaries has received any notice from a third party (i) requesting the Company or any of its Subsidiaries to license Intellectual Property of such third party or (ii) identifying Intellectual Property of any such third party.

(e) To the Company’s and Principal Stockholders’ Knowledge, no third party is infringing, misappropriating or otherwise violating any Company IP. Neither the Company nor any Subsidiary has brought or threatened a claim against or provided notice to any third party (i) alleging that such third party is infringing, misappropriating or otherwise violating any Company IP or (ii) challenging such third party’s ownership or use, or the validity, registrability, or enforceability, of such third party’s Intellectual Property. Neither the Company nor any of its Subsidiaries has provided notice to a third party requesting such third party to license Company IP.

(f) All Software used by in the operation of the Company’s and its each of its Subsidiaries’ business as currently conducted is properly licensed and is not a “bootleg” version or copy. Schedule 4.14(f)(i) sets forth a true, correct and complete list, and brief description of, all material Software included in the Company IP. All such Software: (i) are in satisfactory working order and/or performs in material conformance with its documentation, is free from any material software defect and does not contain any self help mechanism or unauthorized code, (ii) are scalable to meet current and reasonably anticipated capacity, (iii) have appropriate security, off-site back-ups, disaster recovery arrangements, and hardware and software support and maintenance to minimize the risk of material error, breakdown, failure, or security breach occurring and to ensure if such event does occur it does not cause a material disruption to the operation of the business; (iv) are configured and maintained to minimize the

effects of viruses and do not contain any material Trojan horses or other malicious code, and (v) have not suffered any material error, breakdown, failure, or security breach in the last twenty-four (24) months that has caused disruption or damage to the operation of the business or that was potentially reportable to any Governmental Entity, or Person. No person has gained unauthorized access to such Software or any code necessary to gain access to such Software. Except as set forth in Schedule 4.14(f)(ii) , no source code for such Software has been disclosed or licensed by the Company or its Subsidiaries to any escrow agent or other Person and the Company or its Subsidiaries are not under any obligation to disclose or license such source code to any Person. Either the Company or one of its Subsidiaries is in possession of, and Buyer will receive, such working copies of all Software, including object and (for Software owned by or exclusively licensed to the Company) source code, and all related manuals, licenses, and other documentation, as well as documentation related to any other trade secrets included in the Company Owned Intellectual Property that, in each case, is current, accurate and sufficient in detail and content to identify and explain it and allow its full and proper use in the conduct of the business without reliance on the special knowledge or memory of others.

(g) Except as set forth in Schedule 4.14(g) , (i) the Company and each Subsidiary do not use and have not used any Open Source Software and (ii) none of the Software included in the Company IP incorporates, contains or requires use of any Open Source Software that does or may require disclosure or licensing of any such Software or any other Company IP. “ Open Source Software ” means any Software that contains, or is derived in any manner (in whole or in part) from, any Software that is distributed as free Software, open source Software or under similar licensing or distribution models, including software licensed or distributed under any licenses or distribution models similar to GNU’s General Public License or Lesser/Library General Public License or any other open source license listed by the Open Source Initiative at http://www.opensource.org/licenses/alphabetical.

(h) To Company’s and Principal Stockholders’ Knowledge, the current operation of the businesses of the Group Companies does not, and will not, result in any requirement that the Company or any of its Subsidiaries publish, disclose, license or otherwise make available any Company IP, including the source code for their (or any of their respective licensors’, if any) respective proprietary Software, libraries, firmware or other computer programs. Except as set forth in Schedule 4.14(h) : (i) no funding, facilities, or personnel of any Governmental Entity or educational institution were used to develop or create, in whole or in part, any of the Company Owned Intellectual Property; and (ii) none of the Company’s and its Subsidiaries’ current proprietary products or services contain Intellectual Property that is: (i) owned by any Governmental Entity or educational institution, or (ii) derived from Intellectual Property owned by any Governmental Entity or educational institution (in each case, excluding any Open Source Software identified on Schedule 4.14(g) ). Neither the Company nor any of its Subsidiaries have made any submission or suggestion to, and is not subject to any agreement with, any standards bodies or other entities that would obligate them to grant licenses to or otherwise impair the Company’s or its Subsidiaries’ control of Company Owned Intellectual Property.

(i) The Group Companies maintain reasonable policies, procedures and security measures with respect to the physical and electronic security and privacy of the data, trade secrets and other confidential, proprietary or personal information owned or used by the Group Companies. The Group Companies have, at all times, been in compliance with such policies and procedures, and such policies and procedures comply with all applicable Laws. Without limiting the generality of the foregoing, the Group Companies: (i) have implemented and maintained reasonable measures which are customary to companies in the industry in which the Company and its Subsidiaries operate, with respect to technical, administrative and physical security to protect and preserve the availability, security, integrity and confidentiality of all confidential information included in the Company Intellectual Property,

and (ii) to the extent that any third parties have access to any trade secrets or other confidential information included in the Company Intellectual Property, have written agreements in place with such third parties pursuant to which such third parties agree to maintain the confidentiality of such information. To Company’s Knowledge, there have been no breaches or violations of any such security measures, or any unauthorized access of any data, trade secrets, privacy or other confidential or proprietary information owned or used by the Group Companies. No claim is pending or threatened against the Company or any Subsidiary relating to any such policy, procedure or measure, or any breach or alleged breach thereof.

(j) None of the Group Companies collects or has collected data and information from users of Websites owned, operated, or maintained by, on behalf of, or for the benefit of the Company or its Subsidiaries in connection with or related to the Company business or the business of any of its Subsidiaries. No claim is pending or threatened against the Company or any of its Subsidiaries relating to or alleging a violation of any Person’s privacy or personal information or data rights. The consummation of the transactions contemplated hereby will not breach or otherwise cause any violation of any Law or rule, statement, policy, or procedure related to privacy, data protection, information security, or the collection, use, storage or disposal of personal information collected, used, or held for use by the Group Companies in the conduct of their businesses.

(k) Except as set forth in Schedule 4.14(j) , there are no settlements, co-existence agreements, forbearances to sue, consents, judgments, or Orders or similar agreements or obligations which (i) restrict the Company’s or any of its Subsidiaries’ rights to use any Intellectual Property or (ii) permit any third party to use any Company Owned Intellectual Property (other than pursuant to a license set forth on Schedule 4.14(c) ).

(l) Except as set forth in Schedule 4.14(l) , the execution of this Agreement (including the consummation of the transactions contemplated hereby) shall not (i) result in the loss or impairment of the Company’s or any of its Subsidiaries’ rights to or under any of the Company IP, (ii) give rise to a right to terminate any agreement under which the Company or any of its Subsidiaries obtains the rights to use any third party Intellectual Property used in the business of the Company or of a Subsidiary as presently conducted or proposed to be conducted, (iii) result in the release, disclosure, or delivery of any Company IP by or to any escrow agent or other Person, or (iv) result in payment obligations under any Intellectual Property related agreements which are in excess of the amounts payable prior to the Closing Date. Except as set forth on Schedule 4.14(l) , all Company Owned Intellectual Property, and all other Intellectual Property used or held for use by the Company or its Subsidiaries immediately prior to the Closing will be owned or available for use (as applicable) by the Company or its Subsidiaries (as applicable) on identical terms and conditions immediately after the Closing.

(m) The Group Companies have taken reasonable measures to protect the Company Owned Intellectual Property including requiring each Person who is or was an employee or contractor of the Company or any of its Subsidiaries and who is or was involved in the creation or development of any Company Owned Intellectual Property to sign a valid, enforceable agreement containing an assignment of such Intellectual Property to the Company or one of its Subsidiaries and confidentiality provisions protecting the Company Owned Intellectual Property. The Company has provided or made available to Buyer a complete and accurate copy of each Contract relating to assignment or licensing of Intellectual Property used by the Company or any of its Subsidiaries, including each (i) customer license or services agreement; (ii) development agreement; (iii) distributor, reseller or sales representative agreement; (iv) employee agreement containing assignment or license of Intellectual Property or any confidentiality provision; (v) consulting or independent contractor agreement containing assignment or license of Intellectual Property; and (vi) confidentiality or nondisclosure agreement.

4.15 Absence of Certain Changes or Events . Since the Balance Sheet Date to the date of this Agreement, except as set forth on Schedule 4.15 :

(a) no event has occurred that has had a Company Material Adverse Effect nor has there occurred any event, development or state of circumstances which could reasonably be foreseen to result in a Company Material Adverse Effect in the future;

(b) neither the Company nor any of its Subsidiaries has declared, set aside or paid any dividend or other distribution (whether in cash, stock or property) with respect to any Equity Security, or repurchased, redeemed or otherwise reacquired any Equity Securities;

(c) neither the Company nor any of its Subsidiaries have sold, issued or authorized the issuance of any Equity Securities (except for Common Stock issued upon the exercise of the Common Options or Common Warrants);

(d) the Company has not amended or waived any of its rights under, or permitted the acceleration of vesting under, (i) any provision of any Company Stock Plan, (ii) any provision of any Contract evidencing any outstanding Common Options or Common Warrants, or (iii) any restricted stock agreements;

(e) neither the Company nor any of its Subsidiaries has (i) increased or modified the compensation or benefits payable or to become payable by the Company or any of its Subsidiaries to any of its current or former directors, employees, contractors or consultants, (ii) increased or modified any bonus, severance, termination, pension, insurance or other employee benefit plan, payment or arrangement made to, for or with any current or former directors, employees, contractors or consultants of the Company or any of its Subsidiaries or (iii) entered into any employment, severance or termination agreement;

(f) no party to any Contract to which the Company or any of its Subsidiaries is a party has given notice to the Company or its Subsidiaries of any intention not to renew, not to extend, to cancel or otherwise terminate or materially modify its business relationship with the Company or its Subsidiaries;

(g) other than the sale of inventory and obsolete assets in the ordinary course of business, neither the Company nor any of its Subsidiaries has sold, leased, transferred or assigned any property or assets of the Company or any such Subsidiary;

(h) neither the Company nor any of its Subsidiaries has (i) lent money to any Person (other than pursuant to routine travel advances made to any employee of the Company or its Subsidiaries in the ordinary course of business and consistent with past practice) or (ii) incurred, assumed or guaranteed any Indebtedness;

(i) neither the Company nor any of its Subsidiaries has created or assumed any Lien on any asset, except for Permitted Liens;

(j) there has not been any material damage, destruction or loss with respect to the property and assets of the Company or any of its Subsidiaries, whether or not covered by insurance;

(k) no Group Company has made any Tax election, changed its method of Tax accounting or settled any claim for Taxes;

(l) there has been no amendment to the Company’s Organizational Documents, and the Company has not effected or been a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;

(m) the Company has not formed any Subsidiary or acquired any equity interest or other interest in any other entity;

(n) neither the Company nor any of its Subsidiaries have made any capital expenditure which exceeds $100,000 in the aggregate;

(o) neither the Company nor any of its Subsidiaries has (i) entered into or permitted any of the assets owned or used by it to become bound by any Contract that is or would constitute a Material Contract, or (ii) amended or prematurely terminated, or waived any right or remedy under, any such Contract;

(p) neither the Company nor any of its Subsidiaries has written off as uncollectible, or established any extraordinary reserve with respect to, any account receivable or other indebtedness;

(q) neither the Company nor any of its Subsidiaries has changed any of its methods of accounting or accounting practices in any respect;

(r) neither the Company nor any of its Subsidiaries has threatened, commenced or settled any Action;

(s) neither the Company nor any of its Subsidiaries has entered into any transaction or taken any other action outside the ordinary course of business or inconsistent with its past practices, other than entering into this Agreement and the agreements and transactions contemplated hereby; and

(t) neither the Company nor any of its Subsidiaries has agreed, whether in writing or otherwise, to do any of the foregoing.

4.16 Contracts .

(a) This Section 4.16 does not relate to Leases, such items being the subject of Section 4.13 or Company Licensed Intellectual Property, such items being the subject of Section 4.14 .

(b) Schedule 4.16 sets forth and complete list of each Contract to which either the Company or any of its Subsidiaries is party or by which any of them or their respective assets is bound:

(i) for the purchase of materials, supplies, goods, services, equipment or other assets (other than purchase orders for inventory or Contracts for services in the ordinary course of business) which (A) involves or is expected to involve annual payments by the Company or any of its Subsidiaries of $50,000 or more in any 12 month period, or (B) (x) has a residual term as of the date of this Agreement of more than six months and (y) is not terminable by the Company or any of its Subsidiaries by notice of not more than 60 days;

(ii) for the sale or license by the Company or any of its Subsidiaries of materials, supplies, goods, services, equipment or other assets, which (A) involves or is expected to involve a specified annual minimum dollar sales or license amount by the Company or any of its

Subsidiaries of $ 100,000 or more in any 12 month period, or (B) (x) has a residual term as of the date of this Agreement of more than six months and (y) is not terminable by the Company or any of its Subsidiaries by notice of not more than 60 days;

(iii) that requires the Company or any of its Subsidiaries to purchase its total requirements of any product or service from a third party or that contains “take or pay” provisions;

(iv) that is for the sale of materials, supplies, goods, services, equipment or other assets by the Company or any of its Subsidiaries for an aggregate sale price of $100,000 or more in any 12 month period and contains any most-favored-nation or other provision obligating the Company or any of its Subsidiaries to grant any other Person preferential pricing terms;

(v) that is a note, debenture, bond, equipment trust, letter of credit, capital lease obligation, loan or other Contract for the borrowing or lending of money (other than to employees for travel expenses in the ordinary course of business) or otherwise pertaining to Indebtedness or that is a Contract for a line of credit or guarantee, pledge or undertaking of the Indebtedness of any other Person, in any such case which, individually, is in excess of $100,000;

(vi) that restrains the ability of the Company or any of its Subsidiaries to engage or compete in any manner or in any business, or, to the Company’s Knowledge, that restrains the ability of any employee of the Company or any of its Subsidiaries to work or do business in any industry, at or with a competitor or in any geographic region other than any agreements between such employee and the Company or any of its Subsidiaries;

(vii) that relates to the acquisition or disposition of any business or material assets or properties (whether by merger, sale of stock, sale of assets or otherwise);

(viii) that relates to the compromise or settlement of any litigation or arbitration or other proceeding; and

(ix) that is a collective bargaining Contract or other Contract with any labor organization, union or association.

(c) Neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company, any counterparty, is in default in the performance, observance or fulfillment of any material obligation, covenant or condition contained in any of the Contracts required to be listed in Schedule 4.16 (collectively, the “ Material Contracts ”) or Schedule 4.19(a) . The Company has made available to Buyer or its counsel a true and complete copy of all Material Contracts.

4.17 Litigation . Except as set forth on Schedule 4.17 , there is no action, suit or proceeding, claim, arbitration, litigation or investigation by or before any Governmental Entity (each, an “ Action ”) pending against the Company or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries. No event has occurred, and no claim, dispute or other condition or circumstance exists, that will, or that could reasonably be expected to, give rise to or serve as a basis for the commencement of any such Action. There is no material unsatisfied judgment, penalty or award against the Company or any of its Subsidiaries. Each of the Group Companies is in material compliance with each Order entered, issued or rendered by any Governmental Entity to which the Company or any of its Subsidiaries is subject.

4.18 Employee Benefits .

(a) Schedule 4.18(a) contains a true and complete list of all Company Benefit Plans. For each Company Benefit Plan, as applicable, the Company has provided or made available to Buyer: (i) true and complete copies of such Company Benefit Plan, including all amendments thereto and all related trust documents; (ii) a true and complete copy of the most recent summary plan description, together with each summary of material modifications; (iii) all material written employee communications relating to such Company Benefit Plan; (iv) the most recent determination or opinion letter received from the IRS with respect to each Company Benefit Plan intended to be qualified under Section 401(a) of the Code; (v) the annual report (Form 5500, with all applicable attachments) for calendar year 2015; (vi) all written Contracts relating to each Company Benefit Plan, including administrative service agreements and group insurance contracts and other funding arrangements that implement each Company Benefit Plan; and (vii) all correspondence to or from any Governmental Entity relating to any Company Benefit Plan including the extension approval letter for Form 5500 for calendar year 2016. The Company has made available or delivered to Buyer true and complete copies of all Employee Agreements, disclosure materials, policy statements, employee handbooks or manuals, and other materials relating to the employment of the current and former employees of the Group Companies.

(b) With respect to each Company Benefit Plan that is intended to meet the requirements of a “qualified plan” under Section 401(a) of the Code, (i) such Company Benefit Plan meets all requirements for qualification under Section 401(a) of the Code, (ii) the Company’s Benefit Plan Administrator provided to the Company a copy of a letter the Administrator received dated 03/31/2014, specifying that the form of the Plan the Company has adopted is acceptable under Section 401 of the Code for use by employers for the benefit of their employees, and to the Company’s and Principal Stockholders’ Knowledge, nothing has occurred since the date of such determination that could adversely affect the qualified status of such Company Benefit Plan or any related trust, and (iii) such Company Benefit Plan has been timely amended for the requirements of all applicable Tax legislation and discretionary amendments if and as recommended by the Administrator.

(c) The Company and its ERISA Affiliates do not maintain any Company Benefit Plan subject to Laws other than those of the United States.

(d) Except as set forth in the Schedule 4.18(d) , neither the Company nor any of its ERISA Affiliates maintains, sponsors, or contributes to, has any obligation to contribute to, or has maintained, sponsored or contributed to or been required to contribute to, or has any liability (contingent or otherwise) under or with respect to any Pension Plan which is or was at any time (i) intended to qualify under Section 401(a) of the Code; or (ii) subject to Section 302 of ERISA, Title IV of ERISA, or Section 412 of the Code.

(e) Neither the Company nor any of its ERISA Affiliates maintains, sponsors, or contributes to, has any obligation to contribute to, or has maintained, sponsored or contributed to or been required to contribute to, or has any liability (including withdrawal liability as defined in 4201 of ERISA) under or with respect to any Multiemployer Plan within the meaning of Section 3(37) of ERISA, any plan sponsored by more than one employer within the meaning of Section 4063 or 4064 of ERISA or Section 413(c) of the Code, or a single employer plan within the meaning of Section 4001(a)(15) of ERISA. There does not now exist, nor do any circumstances exist that could reasonably be expected to result in, any Controlled Group Liability. Neither the Company nor any of its ERISA Affiliates has ever maintained, established, sponsored, participated in or contributed to, any employee pension benefit plan in which stock of the Company or its ERISA Affiliates is or was held as a plan asset. None of the

Company Benefit Plans is a multiple employer plan and neither the Company nor any of its ERISA Affiliates has participated in or been obligated to contribute to a multiple employer plan.

(f) The Group Companies have performed all obligations required to be performed by them under, and are not in default or violation of any Company Benefit Plan or Employee Agreement, and each Company Benefit Plan is and at all times has been maintained, funded and administered in all respects in accordance with its terms and with all applicable Laws (including ERISA and the Code). No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any employee plan and no fiduciary (within the meaning of Section 3(21) of ERISA) of any Company Benefit Plan subject to Part 4 of Title I of ERISA has committed a breach of fiduciary duty that could subject the Company or any of its Subsidiaries to liability. Each Company Benefit Plan can be amended, terminated or otherwise discontinued after the Closing in accordance with its terms, without liability to Buyer or the Company or any of its Subsidiaries (other than ordinary administration expenses). There are no actions pending, or, to the Company’s Knowledge, threatened (other than routine claims for benefits) against any Company Benefit Plan. All contributions due from the Company with respect to any of the Company Benefit Plans have been made as required under any applicable Laws and the terms of such Company Benefit Plan, and all premiums due or payable with respect to insurance policies funding any Company Benefit Plan for any period through the Closing Date, have been timely made or paid in full, or in each such case have been fully reflected on the Company Balance Sheet. Neither the Company nor any ERISA Affiliate has ever incurred any penalty or Tax with respect to any Company Benefit Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. No Group Company has made any plan or commitment, whether or not legally binding, to create any additional Company Benefit Plan or to modify or change any existing Company Benefit Plan.

(g) No Company Benefit Plan or Employee Agreement provides retiree life insurance, retiree health or other retiree employee welfare benefits to any employee (or relative or dependent of any employee), except (i) as may be required by COBRA or other similar applicable federal, state, or local statute, (ii) disability benefits that have been fully provided for by insurance under one or more Company Benefit Plans set forth on Schedule 4.18(g) and (iii) benefits in the nature of severance pay with respect to one or more Employee Agreements set forth on Schedule 4.18(g) .

(h) With respect to each welfare plan, all claims incurred by the Company and its ERISA Affiliates are (i) insured pursuant to a contract of insurance (that does not provide for any retrospective premium adjustments) whereby the insurance company bears any risk of loss with respect to such claims, (ii) covered under a contract with a health maintenance organization (an “ HMO ”) pursuant to which the HMO bears the liability for claims or (iii) reflected as a liability or accrued for on the financial statements of the Company.

(i) Each Company Benefit Plan and each other contract, plan, program, agreement, or arrangement maintained by the Company or any of its Subsidiaries that is a “nonqualified deferred compensation plan” (within the meaning of Section 409A(d)(1) of the Code) has been maintained and operated in documentary and operational compliance with Section 409A of the Code. No payment pursuant to any Company Benefit Plan or other arrangement to any “service provider” (as such term is defined in Section 409A of the Code and the U.S. Treasury Regulations and IRS guidance thereunder) would subject any Person to any Tax pursuant to Section 409A of the Code, whether pursuant to this Agreement or otherwise. Each Common Option has been granted at a per share exercise price that is at least equal to the fair market value of a share of the underlying Common Stock as of the date the Common Option was granted, as determined in accordance with applicable Law, including Section 409A

of the Code, and each Common Option has been properly granted under the Company’s Organizational Documents and applicable state Law.

(j) Except as set forth on Schedule 4.18(j) , (i) neither the Company nor any of its Subsidiaries has made any payments, is obligated to make any payments, or is a party to any Contract, plan or arrangement that obligates it to make any payments of compensation (A) that will be “excess parachute payments” under Section 280G of the Code and the regulations and guidance promulgated thereunder (as in effect on the date hereof) and (B) will not be fully deductible as a result of Section 162(m) of the Code and the regulations and guidance promulgated thereunder (as in effect on the date hereof); and (ii) neither the Company nor any of its Subsidiaries are a party to any Contract, nor do any of them have any liability (current or contingent), to compensate any individual for excise Taxes paid pursuant to Section 4999 of the Code; and (iii) the execution of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Company Benefit Plan, Employee Agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration of vesting, forgiveness of indebtedness, loss of rights, distribution of funds, increase in benefits or obligation to fund benefits with respect to any employee, nor will the execution of this Agreement and the consummation of the transactions contemplated hereby result in any liability to Buyer under any Company Benefit Plan or Employee Agreement.

(k) To the Company’s and Principal Stockholders’ Knowledge, there are no pending audits or investigations by any governmental agency involving any Company Benefit Plan, and no threatened or pending claims (except for individual claims for benefits payable in the normal operation of the Company Benefit Plans), suits or proceedings involving any Company Benefit Plan, any fiduciary thereof or service provider thereto.

4.19 Labor and Employment Matters .

(a) Schedule 4.19(a) sets forth a list of any written Employee Agreements to which the Company or any of its Subsidiaries is a party.

(b) The Group Companies are in compliance with all applicable Laws as of the date of this Agreement respecting terms and conditions of employment, immigration Laws, discrimination Laws, verification of employment eligibility, employee leave Laws, labor relations, disability rights or benefits, equal opportunity, plant closure or mass layoff issues, affirmative action, wage and hour Laws, occupational safety and health Laws, and workers compensation unemployment insurance. Neither the Company nor any of its Subsidiaries are engaged, or have ever been engaged, in any unfair labor practice of any nature. There are no administrative charges, court complaints or arbitrations pending or, to the Company’s Knowledge, threatened against the Company or any of its Subsidiaries before the U.S. Equal Employment Opportunity Commission or any federal, foreign, state or local court or agency, or arbitrator concerning relating to any labor, safety or employment matters or under any workers’ compensation or long-term disability plan or policy. Neither the Company nor any of its Subsidiaries has implemented any employee layoffs that could implicate the WARN Act or any similar state Law, and no terminations prior to the Closing shall trigger any notice of other obligations under the WARN Act or any similar Law. Any WARN Act liability or obligations, including those under any applicable state Law, prior to the Closing shall be borne entirely by the Company.

(c) Neither the Company nor any of its Subsidiaries has any unsatisfied obligations to any employee or qualified beneficiary pursuant to COBRA, HIPAA, or any state Law governing health care coverage extension or continuation other than the payment of benefits in the ordinary course of

business. Neither the Company nor any of its Subsidiaries is a party or subject to any labor union or collective bargaining Contract, nor is any such Contract being negotiated. To Company’s Knowledge, there are not pending any labor disputes, work stoppages, requests for representation, pickets, work slow-downs due to labor disagreements or any actions or arbitrations which involve the labor or employment relations of the Company or any of its Subsidiaries. There is no union, works council, employee representative or other labor organization, which, pursuant to applicable Law, must be notified, consulted or with which negotiations need to be conducted in connection with the transactions contemplated by this Agreement.

(d) Schedule 4.19(d) contains a true and complete list of each former employee, officer, director, or other service provider of the Company or its Subsidiaries who is receiving or is scheduled to receive (or whose spouse or other dependent is receiving or is scheduled to receive) any benefits other than COBRA benefits (whether from the Company or otherwise) relating to such former employee’s employment with the Company or its Subsidiaries; and Schedule 4.19(d) contains a true and complete description of such benefits.

(e) The Group Companies have maintained worker’s compensation coverage as required by applicable state Law through the purchase of insurance and not by self-insurance or otherwise.

(f) Schedule 4.19(f) contains a list of individuals who are currently performing services for the Company or its Subsidiaries and are classified as “consultants,”“contract labor” or “independent contractors,” the respective compensation of each such “consultant,”“contract laborer” or “independent contractor” and whether the Company or its Subsidiaries is party to a consulting or contract labor or independent contractor Contract with the individual or an entity with which such individual is an employee. None of the current or former independent contractors of the Company or its Subsidiaries could be properly reclassified as an employee and no current or former employees classified as “exempt” from overtime requirements could be properly reclassified as non-exempt. No independent contractor (even if reclassified as an employee) of the Company or its Subsidiaries is eligible to participate in any Company Benefit Plans.

(g) Schedule 4.19(g) sets forth, (i) with respect to each current employee of the Company or its Subsidiaries (including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, including disability, family, maternity, parental or other leave, sick leave or on layoff status subject to recall), (A) the name of such employee and the date as of which such employee was originally hired by the Company or its Subsidiaries, and whether the employee is on an active or inactive status; (B) such employee’s title and job function; (C) such employee’s annualized compensation as of the date hereof, including base salary, vacation, sick time and/or paid time off accrual amounts, bonus and/or commission accrual and potential, severance pay accrual and potential, and any other forms of compensation whether accrued or potential; (D) whether such employee is not fully available to perform the essential functions of his or her job with reasonable accommodation because of a qualified disability, or because of other leave and, if applicable, the type of leave ( e.g ., disability, workers compensation, family, maternity, parental, sick or other leave protected by applicable Law) and the anticipated date of return to full service; (E) whether such em employee is employed by the Company or one of the Subsidiaries, and if by a Subsidiary, the name of the Subsidiary; (F) the Company or Subsidiary facility at which such employee is deemed to be located; (G) each current benefit plan in which such employee participates or is eligible to participate; and (H) any governmental Authorization that is held by such employee and that is used in connection with the Company’s or any of the

Subsidiaries’ business, and (ii) with respect to each employee, whether such employee has executed the Company’s standard form nondisclosure, confidentiality and assignment of inventions agreement.

4.20 Environmental . (a) Each of the Group Companies is in material compliance with all applicable Laws relating to protection of human health, safety, or the environment (“ Environmental Laws ”), (b) each of the Group Companies possesses and is in material compliance with all Authorizations required under Environmental Laws for the conduct of their respective operations and (c) there are no actions pending, nor have there been any claims asserted, against the Company or any of its Subsidiaries alleging a violation of, or liability under, Environmental Laws.

4.21 Insurance . Schedule 4.21 (as such Schedule shall be updated by the Company prior to Closing to reflect additions and deletions thereto made in accordance with Section 7.4 ) sets forth an accurate and complete list of all material insurance policies and fidelity bonds which cover any of the Company or its Subsidiaries or their respective businesses, properties, assets, directors or employees (the “ Policies ”). Such Policies are in full force and effect in all material respects and neither the Company nor any of its Subsidiaries is in default with respect to its obligations under any such Policy in a manner that would permit the termination of such Policy or the limitation of any coverage thereunder.

4.22 Absence of Undisclosed Liabilities . The Company does not have any material liabilities or obligations other than (a) as reflected in the Unaudited Carve-out Financial Statements (including the related notes thereto), (b) liabilities incurred after the date of such Unaudited Carve-out Financial Statements in the ordinary course of business consistent with past practice, (c) contractual and other liabilities of a type not required to be reflected on a consolidated balance sheet of the Company prepared in accordance with GAAP under the Contracts identified on Schedule 4.16 , to the extent the nature and magnitude of such liabilities can be specifically ascertained by reference to the text of such Contracts, (d) Transaction Costs and (e) liabilities set forth on Schedule 4.22 .

4.23 Minutes and Stock Records . The minute books of the Group Companies contain records that accurately reflect in all material respects all meetings and consents in lieu of meetings of their respective Board of Directors and any committees thereof (whether permanent or temporary), and of their respective stockholders, since inception, and are accurate in all material respects, and such minutes accurately reflect all transactions referred to in such minutes and consents. The stock books of the Group Companies accurately reflect the ownership of the capital stock of the entity referenced therein. The Company has made available to Buyer true, correct and complete copies of the minutes, consents and stock books of the Group Companies.

4.24 Board Approval . The Company Board has unanimously approved the Company Board Approval. Except for obtaining the Required Stockholder Vote and the filing of the Certificate of Merger pursuant to Delaware Law, no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery of this Agreement or to consummate the Merger and the other transactions contemplated hereby.

4.25 Related Party Transactions . Except as set forth on Schedule 4.25 , (a) no Related Party has, and no Related Party has at any time within the last two years had, any direct or indirect interest in any material asset used in or otherwise relating to the business of the Company or any of its Subsidiaries; (b) no Related Party is, or has been within the last two years, indebted to the Company or any of its Subsidiaries; (c) within the last two years, no Related Party has entered into, or has had any direct or indirect financial interest in, any contract, transaction or business dealing involving the Company or any of its Subsidiaries; (d) no officer or director of the Company or any of its Subsidiaries is competing, or has at any time within the last two years competed, directly or indirectly, with the Company or any of its

Subsidiaries; and (e) no Related Party has any claim or right against the Company or any of its Subsidiaries (other than rights as a securityholder and rights to receive compensation for services performed and benefits as an employee of the Company or any of its Subsidiaries). For purposes of this Section 4.25 each of the following shall be deemed to be a “ Related Party ”: (i) each individual who is an officer or director of the Company or any of its Subsidiaries; (ii) each holder of Company Shares who owns of record in excess of five percent of the outstanding Common Stock; (iii) each member of the immediate family of each of the individuals referred to in clauses (i) and (ii) above; and (iv) any trust or other entity (other than the Company) in which any one of the individuals referred to in clauses (i), (ii) and (iii) above holds (or in which more than one of such individuals collectively hold), beneficially or otherwise, a material voting, proprietary, equity or other financial interest.

4.26 Brokers . Except as set forth on Schedule 4.26 , no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based in any way upon arrangements made by or on behalf of the Stockholders, the Company or any Subsidiary of the Company.

4.27 Assets or Annual Net Sales . The Company, or, if different, its own Ultimate Parent Entity, as that term is defined by 16 C.F.R. § 801.1(a)(3), including any entities it directly or indirectly “controls,” as that term is defined by 16 C.F.R. § 801.1(b), does not have $161.5 million or more in assets or annual net sales, calculated in accordance with 16 C.F.R. § 801.11. Unless otherwise specified herein, capitalized terms have the meaning set forth in the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and regulations.

4.28 Condition and Sufficiency of Assets . The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property of the Group Companies are structurally sound, are in good operating condition and repair, in each case, in all material respects, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property currently owned or leased by the Group Companies, together with all other properties and assets of the Group Companies, are sufficient for the continued conduct of the Group Companies’ business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Group Companies as currently conducted.

4.29 Accuracy of Representations and Warranties . No representation or warranty by Company or the Principal Stockholders in this Agreement and no statement contained in the Company Disclosure Schedule or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPAL STOCKHOLDERS

Each Principal Stockholder hereby represents and warrants severally, and not jointly, as of the date of this Agreement and as of the Closing to Buyer and Merger Subs as follows:

5.1 Authority; No Conflicts; Consents .

(a) Such Principal Stockholder has the requisite power and authority to execute and deliver this Agreement and the other agreements contemplated hereby to which such Principal Stockholder is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and the other agreements contemplated hereby to which such Principal Stockholder is a party have been duly authorized, executed and delivered by such Principal Stockholder and constitute the valid and binding obligations of such Principal Stockholder, enforceable against such Principal Stockholder in accordance with their terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors’ rights generally, and (ii) the availability of injunctive relief and other equitable remedies.

(b) The execution and delivery by such Principal Stockholder of this Agreement and the other agreements contemplated hereby to which such Principal Stockholder is a party do not, and the consummation by such Principal Stockholder of the transactions contemplated hereby and thereby will not, directly or indirectly (i) violate any of the terms or requirements of any Order or Law applicable to such Principal Stockholder or any of its properties or assets, (ii) violate, conflict with, result in a breach of any provision of, constitute a default under, result in the acceleration of, or create in any Person the right to accelerate any Contract or other obligation to which such Principal Stockholder is a party, or by which such Principal Stockholder or any of its properties or assets may be bound or affected, or (iii) result in the imposition of any Lien upon the properties or assets of such Principal Stockholder.

(c) No Authorization or Order of, registration, declaration or filing with, or notice to any Governmental Entity is required by such Principal Stockholder in connection with the execution and delivery of this Agreement and the other agreements contemplated hereby to which such Principal Stockholder is a party or the consummation of the transactions contemplated hereby and thereby.

5.2 Ownership of Company Securities . Such Principal Stockholder is the sole record and beneficial owner of the Capital Stock of the Company designated as being owned by such Stockholder set forth in Schedule 4.2(a) . Except as noted on Schedule 4.2(a) , such Capital Stock is not subject to any Liens or to any rights of first refusal of any kind, and such Principal Stockholder has not granted any rights to purchase such Capital Stock to any other Person. Such Capital Stock constitutes all of the Capital Stock of the Company owned, beneficially or of record, by such Principal Stockholder. Except as set forth in Schedule 4.2(b) , such Principal Stockholder has no options, warrants or other rights to acquire Capital Stock of the Company.

5.3 Absence of Claims .

(a) Such Principal Stockholder is not a party to any, and there are no pending or, to the knowledge of such Principal Stockholder, threatened, Actions against or otherwise affecting such Principal Stockholder, or any of its assets or challenging the validity or propriety of the transactions contemplated by this Agreement or relating to the ownership of the shares of Capital Stock held by such Principal Stockholder, and there is no Order imposed upon such Principal Stockholder or any of its assets that impairs the ability of such Principal Stockholder to enter into, or to perform any of its obligations under, this Agreement or any other agreement or document related hereto or contemplated hereby.

(b) Such Principal Stockholder has no claim against the Company (including the Subsidiaries) whether present or future, contingent or unconditional, fixed or variable under any Contract or on any other basis whatsoever, whether in equity or at law, arising out of events or circumstances that have occurred as of the date hereof or prior to the date hereof.

5.4 Investment Representations .

(a) Such Principal Stockholder has such knowledge and experience in financial and business matters and such experience in evaluating and investing in companies such as Buyer as to be capable of evaluating the merits and risks of an investment in the Buyer Stock. Such Principal Stockholder has the financial ability to bear the economic risk of his investment in the Buyer Stock being acquired hereunder, has adequate means for providing for his current needs and contingencies and has no need for liquidity with respect to his investment in Buyer.

(b) Such Principal Stockholder is acquiring the shares of Buyer Stock hereunder for investment for his own account, for investment purposes only, and not with the view to, or for resale in connection with, any distribution thereof; provided , however , that, except for any contractual restrictions contained herein or in any other Contract entered into with the Principal Stockholder, such Principal Stockholder does not by making the representations herein agree to hold the Buyer Stock for any minimum or other specific term and reserves the right to dispose of the Buyer Stock at any time in accordance with or pursuant to a registration statement or an exemption under the Securities Act.

(c) Such Principal Stockholder has relied upon independent investigations made by such Principal Stockholder or his representatives and is fully familiar with the business, results of operations, financial condition, prospects and other affairs of Buyer and realizes the shares of Buyer Stock are a speculative investment involving a high degree of risk for which there is no assurance of any return. Such Principal Stockholder has, among other things, received and has had the opportunity to carefully review (i) Buyer’s Proxy Statement for the Annual Meeting of Stockholders held on June 16, 2017, (ii) Buyer’s Annual Report on Form 10-K for the year ended December 31, 2016 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2017 and June 30, 2017 and (iii) all other information filed by Buyer since January 1, 2017 pursuant to the Securities Act or the Exchange Act, including current reports on Form 8-K. Such Principal Stockholder acknowledges that in connection with the transactions contemplated hereby, neither Buyer nor anyone acting on its behalf or any other person has made, and such Principal Stockholder is not relying upon, any representations, statements or projections concerning Buyer, its present or projected results of operations, financial condition, prospects, present or future plans, acquisition plans, products and services, or the value of the shares of Buyer Stock issued hereunder or Buyer’s business or any other matter in relation to Buyer’s business or affairs. Such Principal Stockholder has had an opportunity to discuss Buyer’s business, management, financial affairs and acquisition plans with its management, to review Buyer’s facilities, and to obtain such additional information concerning such Principal Stockholder’s investment in the shares of Buyer Stock in order for such Principal Stockholder to evaluate its merits and risks, and such Principal Stockholder has determined that the shares of Buyer Stock are a suitable investment for such Principal Stockholder and that at this time such Principal Stockholder could bear a complete loss of his investment.

(d) Such Principal Stockholder is aware that no federal or state or other agency has passed upon or made any finding or determination concerning the fairness of the transactions contemplated by this Agreement or the adequacy of the disclosure of the exhibits and schedules hereto and such Principal Stockholder must forego the security, if any, that such a review would provide.

(e) Such Principal Stockholder understands and acknowledges that neither the Internal Revenue Service nor any other Tax authority has been asked to rule on the Tax consequences of the transactions contemplated hereby or by the other agreements entered into in connection herewith and, accordingly, in making his decision to acquire the shares of Buyer Stock such Principal Stockholder has relied upon the investigations of such Principal Stockholder’s own Tax and business advisors in addition

to such Principal Stockholder’s own independent investigations, and that such Principal Stockholder and such Principal Stockholder’s advisors have fully considered all the Tax consequences of such Principal Stockholder’s acquisition of the shares of Buyer Stock hereunder. The Principal Stockholders will be responsible for the full amount of any federal or state and any other Tax liability for which they may be responsible under applicable Tax law resulting from the consummation of the transactions contemplated by this Agreement and will have no recourse against Buyer, the Buyer or any of their respective Affiliates for any such Tax liability or for the Tax treatment of the transactions contemplated by this Agreement under any federal, state or other applicable Tax Law.

(f) Such Principal Stockholder is an Accredited Investor.

(g) No Principal Stockholder has been offered Buyer Stock by any form of advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media.

5.5 No Broker . Except as set forth in Schedule 5.5 , no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based in any way on agreements, arrangements, or understandings made by or on behalf of such Principal Stockholder.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF BUYER AND MERGER SUBS

Each of Buyer and Merger Subs represents and warrants to the Company and the Stockholders that each statement contained in this Article VI is true and correct as of the date hereof.

6.1 Organization and Good Standing . Each of Buyer and Merger Subs is a corporation or a limited liability company, as applicable, duly organized or incorporated, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation, has all requisite corporate or limited liability company power to own, lease and operate its properties and to carry on its business as now being conducted, and is duly qualified to do business and is in good standing as a foreign corporation in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except where the failure to be so qualified would not reasonably be expected to be materially adverse to the ability of Buyer or Merger Subs to perform their respective obligations under this Agreement or on the ability of Buyer or Merger Subs to consummate any of the transactions contemplated by this Agreement.

6.2 Authority and Enforceability . Each of Buyer and Merger Subs has the requisite power and authority to enter into this Agreement and any Transaction Document to which it is a party and to consummate the Merger. The execution and delivery of this Agreement, any of the Transaction Documents to which Buyer or Merger Subs is a party and the consummation of the Merger have been duly authorized by all necessary corporate or limited liability company action on the part of Buyer and Merger Subs. This Agreement has been duly executed and delivered by each of Buyer and Merger Subs and, assuming due authorization, execution and delivery by the Company, the Principal Stockholders and the Stockholders’ Representative, constitutes the valid and binding obligation of Buyer and Merger Subs, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or

relating to creditors’ rights generally, and (ii) the availability of injunctive relief and other equitable remedies.

6.3 No Conflicts; Consents .

(a) The execution and delivery of this Agreement by Buyer and Merger Subs does not, and the consummation of the transactions contemplated by this Agreement or the other Transaction Documents by Buyer and Merger Subs will not, directly or indirectly, (i) violate the provisions of any Organizational Document of Buyer or Merger Subs, (ii) violate any Contract to which Buyer or Merger Sub are a party, or (iii) violate any Order or Law applicable to Buyer or Merger Subs on the date hereof.

(b) No Authorization, Order of, registration, declaration or filing with, or notice to any Governmental Entity is required by Buyer or Merger Subs in connection with the execution and delivery of this Agreement and the consummation of the Merger, except for the filing of the Certificates of Merger with the Secretary of State of the State of Delaware.

6.4 Litigation . There is no Action pending or, to the knowledge of Buyer, overtly threatened, against Buyer or Merger Subs which (a) challenges or seeks to enjoin, alter or materially delay the consummation of the Merger or (b) would reasonably be expected to be materially adverse to the ability of Buyer or Merger Subs to perform their respective obligations under this Agreement or on the ability of Buyer or the Merger Subs to consummate any of the transactions contemplated by this Agreement.

6.5 Merger Consideration . Based in part on the accuracy of the representations and warranties of the Stockholders contained in this Agreement, the Letter of Transmittal and/or the questionnaire delivered to the Company in respect of whether such Stockholder is an Accredited Investor, the Buyer Stock to be issued at the Effective Time, when issued and delivered in accordance with the terms hereof and of the applicable Certificate of Merger, shall be duly and validly issued, fully paid and nonassessable and free of all preemptive rights and will be issued in compliance with applicable federal and state securities laws.

6.6 Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer or any Affiliate of Buyer.

6.7 SEC Documents . Since the effective date of Buyer’s registration statement on Form S-1 (File No. 333-208857) (the “ SEC Effective Date ”), Buyer has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, definitive proxy statements and schedules required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, with the SEC (such documents filed by Buyer since the SEC Effective Date and any other documents filed by Buyer with the SEC since the SEC Effective Date, as have been supplemented, modified or amended since the time of filing, collectively, the “ SEC Documents ”). Buyer’s officers are not aware of any other filings that Buyer should have made prior to the SEC Effective Date under the Securities Act or the Exchange Act and were not made. All documents required to be filed as exhibits to the SEC Documents have been so filed. Each of the SEC Documents has complied in all material respects with the Securities Act and the Exchange Act in effect as of their respective dates. There are no outstanding or unresolved comments in comment letters received from the staff of the SEC with respect to any of the SEC Documents. None of the SEC Documents, as of their respective dates, contained any untrue statements of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

ARTICLE VII

COVENANTS

7.1 Conduct of Business . Except as may be consented to in writing by Buyer or except as specifically contemplated by this Agreement, the Company hereby covenants to Buyer and the Merger Subs that, during the period commencing on the date of this Agreement and ending on the earlier to occur of (a) the Closing Date or (b) the termination of this Agreement in accordance with Section 10.1 below (the “ Interim Period ”), the Company shall conduct the business of the Company and its Subsidiaries only in the ordinary course of business consistent with past practices and shall use its reasonable best efforts to (i) preserve intact the Company’s and its Subsidiaries present business organization, (ii) keep available the services of its current officers and employees, (iii) preserve its present relationships with customers, suppliers, and others having business dealings with it and (iv) take no action which would reasonably be expected to materially and adversely affect the ability of the Company to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, except as expressly provided in this Agreement or as set forth on Schedule 7.1 , during the Interim Period, the Company shall not do, cause or permit any of the following (and shall cause its Subsidiaries to not do, cause or permit any of the following):

(a) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property) with respect to any Equity Security, or repurchase, redeem or otherwise reacquire any Equity Securities; or split, combine, reclassify, redeem or repurchase any Equity Securities;

(b) sell, issue or authorize the issuance of any Equity Securities or other securities of the Company (except for Common Stock issued upon the exercise of outstanding Common Options and Common Warrants in connection with the Merger);

(d) amend or waive any of its rights under, or permit the acceleration or vesting of non-employees of the Company or its Subsidiaries under, (i) any provision of any Company Stock Plan, or (ii) any provision of any Contract evidencing any outstanding Common Option or any outstanding Common Warrant;

(e) (i) increase or modify the compensation or benefits payable or to become payable by the Company or any of its Subsidiaries to any of its or their current or former directors, employees, contractors or consultants, (ii) increase or modify any bonus, severance, termination, pension, insurance or other employee benefit plan, payment or arrangement made to, for or with any current or former directors, employees, contractors or consultants of the Company or any of its Subsidiaries or (iii) enter into or modify any employment, severance or termination agreement, whether written or oral;

(f) sell, assign, transfer, convey, lease, license or otherwise dispose of or encumber any property or assets having a value individually exceeding $10,000 or an aggregate value exceeding $50,000, other than sales of inventory and obsolete assets in the ordinary course of business consistent with its past practice;

(g) incur any Indebtedness or guarantee any such Indebtedness, amend the terms of any Indebtedness, forgive any Indebtedness or issue or sell any debt securities or guarantee any debt securities of others;

(h) mortgage, pledge or subject to Liens, other than Permitted Liens, any properties or assets of the Company or any of its Subsidiaries except pursuant to existing Contracts;

(i) make any change (or file any such change) in any method of Tax accounting, make, change or rescind any material Tax election, settle or compromise any material Tax liability, file any amended Tax Return, enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax, surrender any right to claim a Tax refund or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment;

(j) make any capital expenditure or commit to make any capital expenditure which in any one case exceeds $10,000 or capital expenditures which in the aggregate exceed $50,000 other than such expenditures undertaken in order to replace or repair capital goods of the Company or any of its Subsidiaries in the ordinary course of business;

(k) except in the ordinary course of business, enter into any Contract that would be required to be listed as a Material Contract if such Contract were in effect on the date hereof or, except for amendments, terminations or non-renewals in the ordinary course of business and consistent with past practices, materially amend, terminate or fail to use its commercially reasonable efforts to renew any Material Contract;

(l) make any material change in any of the Company’s accounting methods, principles or practices, except for changes made in compliance with GAAP;

(m) commence or settle any Action;

(n) make any loans or advances, other than routine advances to employees consistent with past practice or forgive or discharge in whole or in part any outstanding loans or advances;

(o) (i) transfer or license to any Person any rights to any Intellectual Property other than in the ordinary course of business consistent with past practice and on a non-exclusive basis, (ii) grant, extend, amend (except as required in the diligent prosecution of the material Intellectual Property), waive or modify any rights in or to any Intellectual Property, (iii) fail to diligently prosecute and maintain any applications or registrations for Registered IP or (iv) fail to exercise a right of renewal or extension under any Intellectual Property;

(p) enter into a material transaction or take any other material action outside the ordinary course of business consistent with past practice;

(q) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any Person;

(r) enter into any agreement or participate in any transaction, other than the Merger, with a Related Party; or

(s) take or agree to take, whether in writing or otherwise, any of the foregoing actions, or any action which could reasonably be expected to make any of the Company’s representations or warranties contained in this Agreement untrue or incorrect or prevent the Company from performing or cause the Company not to perform one or more covenants required hereunder to be performed by the Company, in such a manner that the conditions to Closing set forth in Sections 9.2(a) and 9.2 (b) would not be satisfied.

7.2 Access; Confidentiality; Publicity .

(a) During the Interim Period, the Company shall (i) give Buyer and its Agents reasonable access to all books, records, personnel, offices and other facilities and properties of the Company and its Subsidiaries, (ii) permit Buyer and its Agents to make such copies and inspections thereof as may reasonably be requested, and (iii) cause the officers of the Company and its Subsidiaries to furnish Buyer and its Agents with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as Buyer and its Agents may from time to time reasonably request; provided , that any such access shall be conducted at reasonable times, and in such a manner as to not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries.

(b) The Non-Disclosure Agreement between SinfoníaRx, Inc. and Buyer, dated as of March 30, 2017 (the “ Confidentiality Agreement ”), shall remain binding and in full force and effect in accordance with its terms until the Closing.

(c) Neither of the Company nor any of its Affiliates shall, without the approval of Buyer, issue any press releases or otherwise make any public statements or other announcements with respect to the transactions contemplated by this Agreement, and Buyer will use commercially reasonable efforts to consult with the Company prior to issuing any press release or making any public statements with respect to the transactions contemplated by this Agreement; provided , however , that nothing herein shall be deemed to prohibit the Parties from making any public disclosure that Buyer or the Company, as applicable, deems necessary or appropriate under applicable Law or by obligations pursuant to any listing agreement with any national securities exchange or stock market, in which case the Party required to make the release or announcement shall allow the other Party reasonable time to comment on such release or announcement in advance of such issuance.

7.3 Fulfillment of Closing Conditions; Consents; Further Assurances . At and prior to the Closing, each Party shall use commercially reasonable efforts to fulfill, and to cause each other to fulfill, as soon as practicable the conditions specified in Article IX to the extent that the fulfillment of such conditions is within its or his control. In connection with the foregoing, each Party will (i) refrain from any actions that would cause any of its representations and warranties to be inaccurate as of the Closing, and take any reasonable actions within its control that would be necessary to prevent its representations and warranties from being inaccurate as of the Closing, (ii) execute and deliver the applicable agreements and other documents referred to in Article IX , (iii) comply with all applicable Laws in connection with its execution, delivery and performance of this Agreement and the transactions contemplated hereby, (iv) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any Laws, Authorizations, Contracts or otherwise, including any Required Consents, and (v) use commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated hereby.

7.4 Notification .

(a) The Company shall promptly notify Buyer in writing of (i) the existence or happening of any fact, event or occurrence which should be included in the Company Disclosure Schedule in order to make the representations and warranties set forth in Article IV true and correct in all material respects as of the Closing Date (a “ Company Disclosure Schedule Supplement ”); provided , however , that in determining the existence of a breach of any representation or warranty contained in Article IV for purposes of the indemnification to be provided by the Principal Stockholders pursuant to

Article XI , such representation or warranty shall not be deemed qualified by any information provided in any Company Disclosure Schedule Supplement, and (ii) the failure of the Company to comply with or satisfy in any material respect any covenant to be complied with it hereunder, it being understood and agreed that the delivery of any Company Disclosure Schedule Supplement shall not in any manner constitute a waiver by Buyer of any of the conditions precedent to the Closing hereunder.

(b) Buyer shall promptly notify the Company and the Stockholders’ Representative in writing of (i) the existence or happening of any fact, event or occurrence which should be included in the Buyer Disclosure Schedule in order to make the representations and warranties set forth in Article VI true and correct in all material respects as of the Closing Date (a “ Buyer Disclosure Schedule Supplement ”), and (ii) the failure of Buyer or the Merger Subs to comply with or satisfy in any material respect any covenant to be complied with it hereunder, it being understood and agreed that the delivery of any Buyer Disclosure Schedule Supplement shall not in any manner constitute a waiver by the Company or the Stockholders of any of the conditions precedent to the Closing hereunder.

(c) At least two Business Days prior to the Closing Date, the Company shall deliver to Buyer an updated version of the Allocation Schedule that sets forth the information contained in such schedule attached to this Agreement on the date hereof updated to reflect such information as of the actual Closing Date, and calculated in accordance with the terms and conditions of this Agreement and the Company’s Organizational Documents (including the liquidation preferences set forth in Subparagraphs (a) and (b) of Paragraph 3 of Section E of Article IV of the Company’s certificate of incorporation) as in effective immediate prior to the Effective Time (the “ Updated Allocation Schedule ”). In the event of any conflict or inconsistency between the Allocation Schedule and the Updated Allocation Schedule, the Updated Allocation Schedule shall control.

7.5 Employee Matters .

(a) Employee Communications . No officer, director, employee, agent or representative of the Company or any of its Subsidiaries shall make any communication to employees of the Company or any of its Subsidiaries regarding any compensation or benefits to be provided after the Closing Date without the advance written approval of Buyer.

(b) No Third Party Beneficiaries . The Parties expressly acknowledge and agree that nothing in this Agreement (i) is intended to create a contract between Buyer, the Surviving Corporation, the Company, any of the Company’s Subsidiaries, or the Company’s ERISA Affiliates on the one hand and any employee of the Company, any of the Company’s Subsidiaries, or the Company’s ERISA Affiliates, on the other hand, and no employee of the Surviving Corporation, the Company, any of the Company’s Subsidiaries, or the Company’s ERISA Affiliates may rely on this Agreement as the basis for any breach of contract claim against Buyer, the Surviving Corporation, the Company, any of the Company’s Subsidiaries, or the Company’s ERISA Affiliates; and (ii) shall be deemed or construed to limit Buyer’s or the Surviving Corporation’s right to terminate the employment of any employee of the Surviving Corporation or any of the Surviving Corporation’s Subsidiaries after the Closing.

(c) No Right to Continued Employment or Benefits . Buyer is under no obligation to retain any employees, independent contractors or consultants of the Company or its Subsidiaries, or provide any particular benefits or make any payments to those employees, independent contractors or consultants whom the Buyer chooses to subsequently terminate, except as otherwise required by applicable Law.

(d) Section 280G calculations . As soon as practicable, the Company will make available to Buyer true and correct copies of preliminary Section 280G calculations (based on the assumptions set forth in the applicable calculations) with respect to each “disqualified individual” (within the meaning of Section 280G of the Code) who is reasonably likely to receive payments or benefits in connection with the transactions contemplated by this Agreement that would not be deductible under Section 280G of the Code.

(e) Termination of Company Benefit Plan s . Effective immediately prior to the Closing, the Group Companies will terminate any and all Company Benefit Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code, and effective immediately prior to the Closing, none of the Company’s employees shall have any right thereafter to contribute any amounts to any Company Benefit Plans intended to qualify as a qualified cash or deferred arrangement under Section 401(k) of the Code. At the request of Buyer, the Company will provide Buyer with evidence that each such Company Benefit Plan has been terminated effective immediately prior to the Closing pursuant to resolutions duly adopted by the Company Board or the board of directors of a Subsidiary, as applicable. In addition, at the request of Buyer, the Group Companies will terminate any and all other Company Benefit Plans, including any group health, dental, severance, separation or salary continuation plans, programs or arrangements, effective either immediately prior to the Closing or thereafter as specified by Buyer and, at the request of Buyer, the Company will provide Buyer with evidence that such Company Benefit Plans have been so terminated pursuant to resolutions duly adopted by the Company Board or the board of directors of a Subsidiary, as applicable. The Company shall take such other actions in furtherance of terminating such Company Benefit Plans as Buyer may reasonably require. For the avoidance of doubt, this Section 7.5 ( e ) does not relate to any pension arrangements in countries where pension entitlements transfer by Law.

7.6 Exclusivity . During the Interim Period, except with respect to this Agreement and the transactions contemplated hereby, the Company agrees that it will not, and it will cause the Company’s Subsidiaries and the Company’s and its Subsidiaries’ respective directors, officers, employees, Affiliates and other agents and representatives (including any investment banking, legal or accounting firm retained by it or any of them and any individual member or employee of the foregoing) (each, an “ Agent ”) not to: (a) initiate, encourage, solicit or seek, directly or indirectly, any inquiries or the making or implementation of any proposal or offer (including, without limitation, any proposal or offer to its stockholders or any of them) with respect to a merger, acquisition, consolidation, recapitalization, liquidation, dissolution, equity investment or similar transaction involving, or any purchase of all or any substantial portion of the assets or any securities of, the Company or any of its Subsidiaries (any such proposal or offer being hereinafter referred to as a “ Proposal ”); (b) engage in any negotiations concerning, or provide any confidential information or data to, or have any substantive discussions with, any person relating to a Proposal; (c) otherwise facilitate or cooperate in any effort or attempt to make, implement or accept a Proposal; or (d) enter into Contract with any Person relating to a Proposal. If the Company, any of its Subsidiaries or any Agent has provided any Person (other than Buyer’s or the Company’s or its Subsidiaries’ Agents) with any confidential information or data relating to a Proposal, they shall request the immediate return or destruction thereof. The Company shall notify Buyer immediately if any inquiries, proposals or offers related to a Proposal are received by, any confidential information or data is requested from, or any negotiations or discussions related to a Proposal are sought to be initiated or continued with, it, any of its Subsidiaries or any of their respective directors, officers, employees and Affiliates or, to its Knowledge, any other Agent. Such notice shall disclose the identity of the party making, and the terms and conditions of, any such Proposal, inquiry or request, and shall include a true and complete copy of such Proposal, inquiry or request, if in writing.

7.7 Resignations . On the Closing Date, the Company shall cause to be delivered to Buyer duly signed resignations, effective immediately upon the Closing, of all directors of their position as a director and all officers of their position as an officer of the Company and each Subsidiary of the Company; provided that , no such resignation by any individual of their position as a director or officer shall be a resignation from employment with the Company or such Subsidiary if such individual is so employed.

7.8 Support Agreements . The Company shall use its reasonable best efforts to obtain prior to the Closing (i) a Voting and Support Agreement executed by each Stockholder, and (ii) an Option Cancellation Agreement executed by each holder of Common Options.

7.9 Information Statement . The Company shall, prior to Closing, prepare and mail or cause to be mailed to each Stockholder in accordance with Section 228(e) and 262 of the DGCL an information statement, in form and substance reasonably acceptable to Buyer prior to the date hereof, which (a) describes the principal terms of this Agreement, (b) notifies the Stockholders of the occurrence of (i) the approval of the Merger and the adoption of this Agreement by the Company Board, and (ii) receipt of the Required Stockholder Vote with respect to the adoption of this Agreement and approval of the Merger and consummate the Merger and the other transactions contemplated hereby in accordance with Section 228(e) of the DGCL, (c) provides a copy of Section 262 of the DGCL and a description regarding the procedures relating to appraisal rights and exercise thereof under the DGCL to the extent such appraisal rights are exercisable under the DGCL, (d) contains such other information as is required to be disclosed to Stockholders with respect to the consummation of the transactions contemplated by this Agreement under DGCL (together with any amendments or supplements thereto, the “ Information Statement ”). Buyer shall in no way be responsible for any of the content of the Information Statement except for information regarding Buyer or the Merger Subs supplied in writing by Buyer expressly for inclusion therein. The Company shall, prior to the Closing and in advance of distribution thereof to the Company Stockholders, provide Buyer with copies of, a reasonable opportunity to review and comment on, the Information Statement and any other materials to be distributed to the Stockholders.

7.10 R&W Insurance Policy . The Parties acknowledge that, as of the date hereof, Buyer has obtained a conditional binder to the R&W Insurance Policy, and that a true and correct copy of such conditional binder has been provided to the Company. Prior to the Closing, Buyer shall take all action reasonably necessary to obtain and bind the R&W Insurance Policy, which shall contain the same terms and conditions in the conditional binder provided to the Company, except as consented to by the Company in writing (such consent not to be unreasonably withheld).

7.11 D&O Tail . The Company shall obtain a fully-paid six-year “tail” insurance policies (the “ D&O Tail ”) with respect to directors’ and officers’ liability insurance of the type and with the amount of coverage no less favorable in all material respects than those of the directors’ and officers’ liability insurance maintained as of the date hereof by the Company and its Subsidiaries (the “ Current Policies ”), and with such other terms as are no less favorable in the aggregate in all material respects than those in the Current Policies. The cost of the D&O Tail shall be considered in the Transaction Costs pursuant to this Agreement. Buyer shall cause the Company to maintain the D&O Tail in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Company, as applicable, and no other Party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 7.11 .

7.12 Restrictive Covenants .

(a) From and after the Closing, each Principal Stockholder shall keep confidential any confidential information of the Company (and its Subsidiaries), including any information

constituting or relating to trade secrets of the Company (and its Subsidiaries) or confidential Intellectual Property of the Company (and its Subsidiaries), or any confidential information of Buyer, Merger Subs or any of their respective Affiliates acquired in connection with the transactions contemplated hereby, except to the extent that such information (a) is in the public domain through no fault of such Principal Stockholder, or (b) was lawfully acquired after the Closing from sources, other than Buyer, Merger Subs or any of their respective Affiliates, which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If any Principal Stockholder is compelled to disclose any such information by judicial or administrative process or by other requirements of law, such Principal Stockholder shall promptly notify Buyer in writing and shall disclose only that portion of such information that such Principal Stockholder reasonably believes after consultation with counsel, is legally required to be disclosed; provided, however, that each Principal Stockholder shall exercise reasonable best efforts at Buyer’s expense to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information.

(b) During the period beginning immediately after the Closing and ending on the fifth anniversary of the Closing Date (the “ Non-Compete Period ”), each Principal Stockholder covenants and agrees not to, directly or indirectly, anywhere in the world, own, manage, operate, control, consult for, advise, finance or participate in the ownership, management, operation, control, consultation for, advising, or financing of, or permit its name to be used by or in connection with, any Person engaged, directly or indirectly, in any activity or business of medication therapy management (MTM) services that involve population health risk assessment or other risk scoring, electronic clinical decision support based on medication lists or pharmacy claims, clinical pharmacy call centers, the Centers for Medicare and Medicaid Services (CMS) required MTM services or the CMS Enhanced MTM pilot, MTM programs for Medicaid, commercial insurers, employers, or other groups, or community pharmacy-based quality programs, or pharmacy services for Programs for All-Inclusive Care for the Elderly (i.e., a PACE program); provided , however , that the ownership by a Principal Stockholder and its Affiliates, collectively, of an aggregate of 1% or less of the outstanding stock of any publicly-traded company shall not violate the provisions of this Section 7.12(b) so long as no such Principal Stockholder is an officer, director or controlling person with respect to such publicly-traded company.

(c) During the Non-Compete Period, no Principal Stockholder shall, directly or indirectly, call-on, solicit or induce, or attempt to solicit or induce, any customer or supplier of Buyer or any of its Subsidiaries from and after the date hereof (including the Surviving Corporation) to discontinue or reduce or modify the extent of such relationship with Buyer or any of such Subsidiaries.

(d) During the Non-Compete Period, no Principal Stockholder shall, directly or indirectly, hire, employ or solicit the employment of, or induce any employee of Buyer or any of its Subsidiaries to leave the employ Buyer or any of its Subsidiaries (including the Surviving Corporation) for any reason whatsoever.

(e) The Principal Stockholders shall not disparage the Buyer or any of its Subsidiaries (including the Surviving Corporation).

(f) In the event of any breach or threatened breach by any Principal Stockholder of any of the provisions contained in Sections 7.12(a) , (b) , (c) , (d) or (e) , Buyer shall be entitled to injunctive or other equitable relief, restraining such Party from using or disclosing any confidential information in whole or in part, or from engaging in conduct that would constitute a breach of the obligations contained in such Sections. Such relief shall be in addition to and not in lieu of any other remedies that may be available, including an action for the recovery of damages.

7.13 Release . Effective as of the Closing Date, except for any rights or obligations expressly set forth in this Agreement or the other Transaction Documents, as applicable, each Principal Stockholder on behalf of himself and each of his Affiliates, (collectively, the “ Equity H older Releasing Parties ”), hereby irrevocably and unconditionally (i) releases and forever discharges Buyer, the Company and each Subsidiary, their respective Affiliates and each of their respective current and former officers, directors, employees, limited and general partners, members, advisors, successors, permitted assigns, estates, heirs, executors and administrators (collectively, the “ Buyer Released Parties ”) of and from any and all Actions, executions, judgments, duties, debts, dues, accounts, bonds, Contracts and covenants (whether express or implied), and demands whatsoever, whether known or unknown, whether liquidated or unliquidated, whether actual or contingent, whether at law or in equity, whether in Contract, tort, statute or otherwise, which the Equity Holder Releasing Parties have or may have against any of the Buyer Released Parties, previously, now or in the future, in each case, in respect of any actual or alleged fact, circumstance, action or omission occurring or arising on or prior to the date of this Agreement (the foregoing, collectively, “ Equity H older Released Claims ”) and (ii) covenants and agrees that it shall not bring, initiate or support, directly or indirectly, any Equity Holder Released Claim provided that the foregoing shall not release any Person for any acts of fraud or any illegal conduct.

7.14 Financial Statements . As determined by Buyer in its sole discretion, the Company shall provide audited financial statements of the Group Companies on an accrual basis, including note thereto, prepared in accordance with GAAP and audited by an independent accounting firm acceptable to Buyer, in a form acceptable to Buyer for Buyer to satisfy its reporting obligations under securities Laws, a securities exchange, a securities market or a self-regulatory agency (including financial reporting obligations and filing of financial statements related thereto).

7.15 Lock-Ups . Each of the Principal Stockholders acknowledges and agrees that, without the prior written consent of Buyer (which may be withheld for any reason or no reason), the Principal Stockholders will not be able to sell, pledge, encumber or otherwise transfer (i) the shares of Buyer Stock received as Closing Stock Consideration for a period of 180 days following the issuance of such shares, and (ii) the shares of Buyer Stock received as Contingent Stock Consideration for a period of 120 days following the issuance of such shares. Each of the Principal Stockholders further acknowledges and agrees that during the respective periods in the foregoing sentence the Principal Stockholders shall not effect a short sale (as defined in Rule 200 under Regulation SHO of the Exchange Act) or otherwise seek to hedge such Principal Stockholders’ position in the Buyer Stock. Buyer shall be entitled provide appropriate stop orders to enforce the provisions of this Section 7.15 .

ARTICLE VIII

TAX MATTERS

8.1 Tax Returns for Periods Ending on or Before the Closing Date . Buyer shall prepare or cause to be prepared (in a manner consistent with prior practice to the extent consistent with applicable Laws) and timely file or cause to be timely filed all Tax Returns for the Group Companies for all periods ending on or prior to the Closing Date which are filed after the Closing Date. Buyer shall provide Stockholders’ Representative with copies of all such Tax Returns for its review and comment at least thirty (30) days prior to the applicable filing deadline (including any applicable extensions thereof) and make such revisions to such Tax Returns as are reasonably requested by the Stockholders’ Representative at least fifteen (15) days prior to such applicable filing deadline (including any applicable extensions thereof).

8.2 Tax Returns for Periods Beginning Before and Ending After the Closing Date .

(a) Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of a Group Company for Tax periods that begin on or before the Closing Date and end after the Closing Date (a “ Straddle Period ”). Buyer shall provide Stockholders’ Representative with copies of all such Tax Returns for its review and comment at least thirty (30) days prior to the applicable filing deadline (including any applicable extensions thereof) and make such revisions to such Tax Returns as are reasonably requested by the Stockholders’ Representative at least fifteen (15) days prior to such applicable filing deadline (including any applicable extensions thereof).

(b) In the case of any Straddle Period, the amount of Taxes allocable to the portion of the Straddle Period ending on the Closing Date for all purposes of this Agreement shall be deemed to be:

(i) In the case of Taxes imposed real or personal property Taxes or similar Taxes imposed on a periodic basis, the amount of such Taxes for the entire Straddle Period (or, in the case of such Taxes determined on an arrears basis, the amount of such Taxes for the immediately preceding period) multiplied by a fraction, the numerator of which is the number of calendar days in the portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of calendar days in the entire relevant Straddle Period; and

(ii) In the case of Taxes not described in (i) above (such as franchise Taxes, Taxes that are based upon or related to income or receipts, based upon occupancy or imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible)), the amount of any such Taxes shall be determined as if such taxable period ended as of the close of business on the Closing Date.

8.3 Cooperation on Tax Matters . Buyer, each Group Company and the Stockholders’ Representative shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the filing of Tax Returns and any audit, litigation or other proceeding with respect to Taxes. Such cooperation shall include the retention and (upon another Party’s request) the provision of records and information which are reasonably relevant to any such Tax Return, audit, litigation or other proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Each Group Company and the Stockholders’ Representative agree (A) to retain all books and records with respect to Tax matters pertinent to the Company relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Governmental Entity, and (B) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, to allow the other Party to take possession of such books and records.

8.4 Transfer Taxes . All Transfer Taxes (including any penalties and interest) incurred in connection with this Agreement and the Escrow Agreement shall be paid one-half by Buyer and one-half by the Stockholders. Buyer will file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes, and, if required by applicable Law, Stockholders will join in the execution of any such Tax Returns and other documentation.

8.5 Tax-Free Reorganization . Subject to Section 2.13 , no Party to this Agreement shall take, nor shall permit any Subsidiary, Affiliate, representative or “related person” (within the meaning of such

term as used in Treasury Regulations Section 1.368-1) to take, any action that would be inconsistent with the Intended Tax Treatment unless otherwise required by a Taxing Authority. Subject to Section 2.13 , the Parties hereto (as well as any applicable Subsidiary, Affiliate, representative or “related person” (within the meaning of such term as used in Treasury Regulations Section 1.368-1)) shall prepare all books, records, and filings and otherwise act in a manner consistent with the Intended Tax Treatment unless otherwise required by a Taxing Authority. Furthermore, if and to the extent the Buyer, in consultation with the Stockholders’ Representative, believes that the Intended Tax Treatment would not be consistent with applicable Law as applied to the Mergers, the Parties agree that the allocation of the Contingent Payments, if any, between Contingent Cash Consideration and Contingent Stock Consideration shall be adjusted as reasonably determined by the Buyer in consultation with the Stockholders’ Representative, such that the Contingent Stock Consideration shall be increased (with a corresponding decrease in the amount of the Contingent Cash Consideration) to the extent necessary for the Mergers to meet the Intended Tax Treatment, it being understood that such adjustment shall be made in a manner that results in the lowest increase in the payment of Contingent Stock Consideration and any such increase in Contingent Stock Consideration shall be subject to, in all respect, the limitations set forth in Section 2.13 notwithstanding the requirements of this Section 8.5 .

ARTICLE IX

CONDITIONS TO CLOSING

9.1 Conditions to Obligations of Buyer and the Company . The obligations of Buyer and the Company to consummate the Merger is subject to the satisfaction of the following conditions:

(a) No temporary restraining order, preliminary or permanent injunction or other Order preventing the consummation of the Merger shall be in effect. No Law that restrains, enjoins or otherwise prohibits consummation of the transactions contemplated by this Agreement have been enacted, adopted or promulgated and be in full force and effect.

(b) The Certificates of Merger shall be accepted for filing with the Secretary of State of the State of Delaware.

9.2 Conditions to Obligations of Buyer and the Merger Subs . The obligations of Buyer and Merger Sub to consummate the Merger is subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following further conditions:

(a) Each of the representations and warranties of the Company and the Principal Stockholders set forth in this Agreement that is qualified by materiality, including the terms “material,” “in all material respects” and “Material Adverse Change” or words of similar effect, shall be true and correct as of the date of this Agreement and at and as of the Closing Date as if made at and as of the Closing Date (without giving effect to any information provided in a Company Disclosure Schedule Supplement) and each of such representations and warranties that is not so qualified shall be true and correct in all material respects as of the date of this Agreement and at and as of the Closing Date as if made at and as of the Closing Date (without giving effect to any information provided in a Company Disclosure Schedule Supplement), except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date; provided that , the representations and warranties set forth in Section 4.2 shall in any event be true and correct in all respects.

(b) The Company shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with at or prior to the Closing Date.

(c) Buyer shall have received a certificate signed on behalf of the Company by the Chief Executive Officer of the Company certifying that the conditions relating to the Company set forth in Section 9.2(a) and (b) have been satisfied (the “ Company Compliance Certificate ”).

(d) There shall not have occurred a Company Material Adverse Effect, and no event shall have occurred or circumstance exist that, in combination with any other events or circumstances, could reasonably be expected to have a Company Material Adverse Effect.

(e) Since the date of this Agreement, there shall not have been commenced or threatened against Buyer, the Company or any Company Subsidiary any Action involving any challenge to, or seeking damages or other relief in connection with the transactions contemplated by this Agreement or that may have the effect of preventing, delaying, making illegal, or otherwise interfering with such transactions.

(f) The Company shall have delivered to Buyer the approvals, consents or waivers of the Persons identified on Schedule 9.2(f) (the “ Required Consents ”), in form and substance reasonably satisfactory to Buyer.

(g) On or before the Closing Date, the Company or the Stockholders’ Representative (on behalf of the Stockholders), as applicable, shall have delivered to Buyer all necessary forms and certificates complying with applicable Law, duly executed and in form and substance reasonably acceptable to Buyer, certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code.

(h) The Company shall have delivered, in form and substance reasonably acceptable to Buyer, payoff letters from each lender with respect to all Indebtedness outstanding at the Effective Time, which payoff letters provide for satisfaction in full of such Indebtedness, termination of such credit facilities or other underlying agreement and the full and final release of any and all Liens relating to such Indebtedness on the assets of the Group Companies following receipt of the amount set forth in such payoff letters.

(i) The Board of Directors of Buyer shall have approved the Transaction Documents and the transactions contemplated hereby and thereby.

(j) If required by applicable Law, the stockholders of Buyer shall have approved the Transaction Documents and the transactions contemplated hereby and thereby.

(k) The Company shall have operated in the ordinary course of business and acted consistent with its past practices other than those actions related to the entrance by the Company into this Agreement and the agreements and transactions contemplated hereby between the date of this Agreement and the Closing Date.

(l) The number of Dissenting Shares shall constitute less than 1% of the outstanding shares of Company’s Capital Stock (calculated on an as-converted basis).

(m) Each Voting and Support Agreement and Option Cancellation Agreement executed on or prior to the Closing Date shall be effective and shall not have been revoked, rescinded or amended without the written consent of Buyer.

(n) Executed Company Board resolutions evidencing that all actions necessary or appropriate to terminate the Company Benefits Plans as described in Section 7.5(e) , effective no later than the day immediately preceding the Closing Date, have been taken.

(o) All Liens on the Company’s or any of the Subsidiaries’ assets or properties shall have been released in form and substance reasonably satisfactory to Buyer.

(p) All amounts due and payable or that may become due and payable (including notice periods, repatriation commitments, severance, bonuses and sales commissions) with respect to any employee or other person whose relationship with the Company and the Subsidiaries has terminated or expired on or prior to the Closing shall have been paid in full by the Company such that neither the Company nor any of the Subsidiaries have any obligation to any such Person as of or after the Closing.

(q) With respect to any payment of cash, stock or otherwise that constitutes a “parachute payment” pursuant to Section 280G of the Code, and that would be subject to taxation as an “excess parachute payment” under Section 4999 of the Code in the absence of stockholder approval, the stockholders of the Company shall have (i) approved pursuant to a method provided for in the regulations promulgated under Section 280G of the Code any such “parachute payments” or (ii) shall have voted upon and disapproved such parachute payments, and, as a consequence, such “parachute payments” shall not be made or provided for in any manner.

(r) Each of the items set forth in Section 3.2(a) shall have been delivered to Buyer.

(s) Buyer shall have received evidence reasonably satisfactory to Buyer that all employment agreements between the Company and/or SinfoníaRx, on the one hand, and the employees set forth in Schedule 9.2(s) , on the other hand, have been terminated.

(t) Buyer shall have received an executed copy of the Binder Agreement for the R&W Insurance Policy issued to Buyer.

9.3 Conditions to Obligation of the Company . The obligation of the Company to consummate the Merger is subject to the satisfaction (or waiver by the Company in its sole discretion) of the following further conditions:

(a) Each of the representations and warranties of Buyer and the Merger Subs set forth in this Agreement that is qualified by materiality, including the terms “material,” “in all material respects” and “Material Adverse Change” or words of similar effect, shall be true and correct at and as of the Closing Date as if made at and as of the Closing Date, and each of such representations and warranties that is not so qualified shall be true and correct in all material respects at and as of the Closing Date as if made at and as of the Closing Date, except to the extent that such representations and warranties refer specifically to an earlier date, in which case such representations and warranties shall have been true and correct as of such earlier date.

(b) Buyer and the Merger Subs shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with at or prior to the Closing Date.

(c) The Company shall have received certificates signed on behalf of each of Buyer and Merger Sub I to that the respective conditions relating to them set forth in Section 9.3 (a) and (b) have been satisfied.

(d) Each of the items set forth in Section 3.2(b) shall have been delivered to the Company.

ARTICLE X

TERMINATION

10.1 Termination .

(a) This Agreement may be terminated and the Merger abandoned at any time prior to the Closing:

(i) by mutual written consent of Buyer and the Company;

(ii) by Buyer or the Company if the Closing does not occur on or before 11:59 p.m. on September 7, 2017 (the “ Termination Date ”); provided that , the right to terminate this Agreement under this clause (ii) shall not be available to (A) any Party whose breach of a representation, warranty, covenant or agreement under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date or (B) the Buyer in the event that the Company has provided a notice of termination pursuant to Section 10.1(a)(v) ;

(iii) by Buyer if (A) there has been a breach by the Company of any representation, warranty, covenant or agreement contained in this Agreement or the Company Disclosure Schedule or if any representation or warranty of the Company shall have become untrue, in either case without giving effect to any Company Disclosure Schedule Supplement and such that the conditions set forth in Sections 9.2(a) or 9.2 (b) would not be satisfied, and (B) such breach is not curable, or, if curable, is not cured within 15 Business Days after written notice of such breach is given to the Company by Buyer;

(iv) by the Company if (A) there has been a breach by Buyer or either of the Merger Subs of any representation, warranty, covenant or agreement contained in this Agreement or the Buyer Disclosure Schedule or if any representation or warranty of Buyer or either of the Merger Subs shall have become untrue and such that the conditions set forth in Sections 9.3(a) or 9.3 (b) would not be satisfied, and (B) such breach is not curable, or, if curable, is not cured within 15 Business Days after written notice of such breach is given to Buyer by the Company;

(v) by Buyer, at any time after the expiration of the Stockholder Approval Period if the Company has not obtained the Required Stockholder Vote prior to such expiration;

(vi) by Buyer or the Company if a Governmental Entity shall have issued an Order or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, which Order or other action is final and non-appealable; and

(vii) by Company if (A) the Closing does not occur on or before the Termination Date and all of the conditions set forth in Sections 9.1 , 9.2 and 9.3 have been satisfied or waived in accordance with this Agreement as of Termination Date (except for those conditions that by

their terms are to be satisfied at the Closing), and ( B) Buyer causes the Closing to not be consummated within three Business Days following its receipt of written notice from the Company requesting such consummation.

10.2 Effect of Termination . In the event of termination of this Agreement as provided in Section 10.1 , this Agreement shall immediately become void and there shall be no liability or obligation on the part of Buyer, the Merger Subs, the Stockholder or the Company or their respective officers, directors, stockholders or Affiliates, except as set forth in Section s 11.2 and 11.3 ; provided that , the provisions of Section 7.2 ( Access ; Confidentiality ; Publicity ), Article XII and this Section 10.2 of this Agreement shall remain in full force and effect and survive any termination of this Agreement.

ARTICLE XI

INDEMNIFICATION

11.1 Survival .

(a) Except for the representations and warranties in Sections 4.1 ( Organization and Good Standing ), 4.2 ( Capitalization ), 4.3 ( Subsidiaries of the Company ), 4.4 ( Authority and Enforceability ), 4.9 ( Taxes ), 4.26 ( Brokers ), the last sentence of Section 4.28 ( Condition and Sufficiency of Assets ), Article V ( Representations and Warranties of the Principal Stockholders ), Section 6.1 ( Organization and Good Standing ), 6.2 ( Authority and Enforceability ) and 6.6 ( Brokers ) (collectively, the “ Fundamental Representations ”), all representations and warranties contained in this Agreement or in any Schedule, Exhibit or certificate delivered pursuant to this Agreement, the representations and warranties of each holder of a Vested Company Option set forth in such holder’s Option Cancellation Agreement, and the rights and obligations of the Parties under this Ar tic le XI I with respect to breaches of such representations and warranties, shall survive the Closing, for a period from the Closing Date until 11:59 pm New York time on the date that is the 18-month anniversary of the Closing Date. The representations and warranties set forth in Sections 4.1 ( Organization and Good Standing ), 4.2 ( Capitalization ), 4.3 ( Subsidiaries of the Company ), 4.4 ( Authority and Enforceability ), 4.26 ( Brokers ), the last sentence of Section 4.28 ( Condition and Sufficiency of Assets ), Article V ( Representations and Warranties of the Principal Stockholders ), Section 6.1 ( Organization and Good Standing ), 6.2 ( Authority and Enforceability ) and 6.6 ( Brokers ) shall survive indefinitely. The representations and warranties set forth in Section 4.9 ( Taxes ) shall survive for a period of 60 days following the expiration of the applicable statute of limitations; provided , however , that any claims for indemnification with respect to any breaches of representations and warranties made on or before the applicable survival date shall survive the Closing until final resolution or settlement thereof. For the avoidance of doubt, the Parties acknowledge and agree that the foregoing limitation shall not limit any recovery of Buyer under the R&W Insurance Policy.

(b) The covenants and agreements which by their terms do not contemplate performance after the Closing shall terminate on the first anniversary of the Closing. The covenants and agreements which by their terms contemplate performance after the Closing Date shall survive (i) until fully performed or fulfilled, unless non-compliance with such covenants, agreements or obligations is waived in writing by the Party entitled to such performance or (ii) if not fully performed or fulfilled, until the expiration of the applicable statute of limitations.

(c) The right to indemnification hereunder shall not be affected by any failure of any Indemnitee to assert claims unless, and then only to the extent that the rights and remedies of the Indemnifying Party have been prejudiced by such delay or failure.

11.2 Indemnification by the Principal Stockholders .

(a) Subject to the limitations set forth in this Article XI , from and after the Closing, each Principal Stockholder (together, the “ Company Indemnifying Parties ”) shall, severally but not jointly, based on each such Principal Shareholders’ pro rata ownership of the Company assuming for such purposes that all equity interests of the Company are owned by the Principal Stockholders, indemnify and defend Buyer, the Merger Subs and the Surviving Corporation, and each of their respective Affiliates, stockholders, members, managers, officers, directors employees, consultants, advisors, agents and representatives (collectively, the “ Buyer Indemnitees ”) against, and shall hold such Buyer Indemnitees harmless from, any loss, liability, claim, demand, settlement, judgment, award, fine, charge, cost, action, suit, proceeding, assessed interest, penalty, damage, Tax or expense of any nature including reasonable outside legal and accounting and outside professional services expenses and costs, and amounts paid in investigation, defense or settlement of the foregoing (collectively, “ Losses ”) directly or indirectly resulting from, based upon, arising out of, attributable to, relating to or incurred by such Buyer Indemnitees in connection with, or otherwise with respect to:

(i) any breach or alleged breach of, or any inaccuracy contained in, any representation and warranty of the Company contained in this Agreement, in the Company Compliance Certificate or in any other document, certificate, schedule or instrument delivered or executed in connection herewith;

(ii) any failure of the Company to perform any covenant or agreement of the Company contained in this Agreement;

(iii) any matter set forth on Schedule 11.2(a)(iii) ;

(iv) the amount of any Transaction Costs outstanding at the Closing and not set forth on the Transaction Costs Certificate or that are not paid from the Adjustment Escrow Fund;

(v) the amount of any Closing Indebtedness of the Group Companies outstanding at Closing and not set forth on the Indebtedness Certificate or that are not paid from the Adjustment Escrow Fund;

(vi) any inaccuracy contained in the Allocation Schedule or the Allocation Certificate or the Working Capital Certificate to the extent that it results in a Loss;

(vii) (A) any Taxes of each Group Company with respect to any Pre-Closing Tax Period, (B) any Taxes arising with respect to a breach of any representation or warranty set forth in Section 4.9 ( Taxes ) but for this purpose determined without regard to the Company Disclosure Schedule, (C) any Taxes of any Person (other than the Group Companies) for which any Group Company is held liable (1) under Treasury Regulations Section 1.1502-6 (or any similar provision of applicable Law) by reason of such entity being included in any consolidated, affiliated, combined or unitary group at any time on or before the Closing Date, or (2) as a transferee or successor, by Contract or otherwise as a result of a transaction consummated, or relationship existing, on or prior to the Closing, (D) any unpaid payroll or other similar Taxes to the extent such Taxes have not been reflected in the calculation of Transaction Costs and have not reduced the Merger Consideration pursuant to Section 2.4 or have not been the subject of Tax withholdings made on behalf of a payee pursuant to this Agreement;

(viii) any Dissenting Shares Payments;

(ix) a stockholder or former stockholder of the Company, or any other Person seeking to assert: (i) ownership rights of any Company’s Capital Stock; (ii) any rights of an Equity Holder (other than the right to receive the consideration described in Article II in accordance with the terms of this Agreement), including any option, preemptive right or rights to notice or vote; (iii) any rights under the Company’s Organizational Documents; (iv) any claim that he, she or its shares were wrongfully repurchased by the Company; (v) any claim that he, she or it is entitled to receive any consideration in exchange for any securities of the Company other than as expressly set forth in the Allocation Schedule; or (vi) any claim that any shares of the Company’s Capital Stock were not properly issued or authorized;

(x) the Information Statement;

(xi) the Spin-Out Transaction;

(xii) the HSL Loan Agreement;

(xiii) the issuance, on or prior to the Closing Date, of any stock option award under a Company Stock Plan or Company Benefit Plan and the administration of the Company Stock Plan;

(xiv) any failure to properly include in the gross income of any employee or other individual the amount of any premiums or contributions made to or for any “qualified benefits” as defined in Section 125(f) of the Code; or

(xv) and any Actions, demands or assessments incidental to any of the matters set forth in clauses (i) through (xiv) above (including any proceeding commenced by a Buyer Indemnitee for the purpose of enforcing its rights under this Article XI ), and any Actions, demands or assessments brought by a third party against any Equity Holder of the Company or any former Affiliate of the Company.

(b) For purposes of this Article XI , any inaccuracy in or breach of any representation or warranty and the determination of the amount of any Losses resulting therefrom shall be determined without regard to any Knowledge, materiality, Company Material Adverse Effect or any other similar qualification contained in or otherwise applicable to such representation or warranty.

(c) No Buyer Indemnitee may make a claim for indemnification pursuant to Section 1 1 .2(a)(i) (other than with respect to a breach of a Fundamental Representation or with respect to fraud, intentional misrepresentation or willful misconduct), unless and until indemnifiable Losses exceed $337,500 (the “ Deductible ”), in which case the Buyer Indemnitee may recover all indemnifiable Losses in excess of the Deductible or available insurance coverage. Buyer shall use commercially reasonable efforts to collect any Loss covered by the R&W Insurance Policy.

(d) Subject to the last sentence of this Section 11.2( d ) , in no event shall the Company Indemnifying Parties be obligated to indemnify the Buyer Indemnitees (i) under Section 11.2(a) (i) , other than with respect to a breach of a Fundamental Representation, from any source other than the Indemnification Escrow Fund and (ii) under Section 11.2(a) (i) , with respect to a breach of any Fundamental Representations, and under Section s 11.2(a)(ii)- (xv) , in any amount in excess of the aggregate Merger Consideration, as may be adjusted for any Contingent Payment. Notwithstanding any provision of this Agreement, nothing in this Agreement shall limit the liability of the Company Indemnifying Parties may have for fraud or intentional misrepresentation or willful misconduct.

(e) The Parties acknowledge and agree that, except in the case of fraud, intentional misrepresentation or willful misconduct, from and after the Closing, their sole and exclusive remedy with respect to any and all matters arising out of, relating to or connected with this Agreement, the Group Companies and their respective assets and liabilities and the Merger shall be pursuant to the indemnification set forth in A rticle XI .

(f) If, and to the extent that, a Company Indemnifying Party has made an out of pocket payment to a Buyer Indemnitee in respect of a Loss (each a “ Loss Payment ”), and thereafter funds are to be released from the Indemnification Escrow Fund or paid from the R&W Insurance Policy, then, notwithstanding anything in this Agreement to the contrary, (i) with respect amounts paid from the Indemnification Fund for which a Buyer Indemnitee has received a Loss Payment, the Stockholders’ Representative shall cause such Company Indemnifying Parties to be reimbursed, pro-rata, from the funds released from the Indemnification Escrow Fund in an amount up to the aggregate amount of all Loss Payments prior to the Stockholders’ Representative causing any such amounts released from the Indemnification Escrow Fund being distributed to any Equity Holder and (ii) with respect to amounts recovered under the R&W Insurance Policy for which a Buyer Indemnitee has received a Loss Payment, Buyer shall pay to the Stockholders’ Representative (for the benefit of the Company Indemnifying Parties) the amount recovered under the R&W Insurance Policy by Buyer up to the amount of the Loss Payment.

11.3 Indemnification by Buyer .

(a) Subject to the limitations set forth in this Article XI , from and after the Closing, Buyer shall indemnify the Stockholders and each of their respective Affiliates, stockholders, members, managers, officers, directors and employees (the “ Stockholder Indemnitees ”) against, and shall hold such Stockholder Indemnitees harmless from, any Loss resulting from, arising out of, or incurred by such Stockholder Indemnitees in connection with, or otherwise with respect to:

(i) any breach or alleged breach of, or any inaccuracy contained in, any representation and warranty of Buyer or Merger Subs contained in this Agreement or in any other document, certificate, schedule or instrument delivered or executed in connection herewith

(ii) any breach of any covenant or agreement of Buyer or Merger Subs contained in this Agreement; and

(iii) any Actions, demands or assessments incidental to any of the matters set forth in clauses (i) or (ii) above (including any proceeding commenced by a Stockholder Indemnitee for the purpose of enforcing its rights under this Article XI ).

(b) No Stockholder Indemnitee may make a claim for indemnification pursuant to Section 1 1 . 3 (a)(i) (other than with respect to a breach of a Fundamental Representation or with respect to fraud, intentional misrepresentation or willful misconduct), unless and until indemnifiable Losses exceed the Deductible, in which case the Stockholder Indemnitee may recover all indemnifiable Losses in excess of the Deductible.

(c) Subject to the last sentence of this Secti on 11.3(c) , in no event shall Buyer be obligated to indemnify the Stockholder Indemnitee in any amount in excess of the aggregate Merger Consideration, as may be adjusted for any Contingent Payment. Notwithstanding any provision of this Agreement, nothing in this Agreement shall limit the liability of Buyer may have for fraud or intentional misrepresentation or willful misconduct.

11.4 Indemnification Procedure for Third Party Claims .

(a) In the event that any claim or demand, or other circumstance or state of facts which could give rise to any claim or demand, for which an Indemnifying Party may be liable to an Indemnitee hereunder is asserted or sought to be collected by a third party (a “ Third Party Claim ”), the Indemnitee shall as soon as practicable deliver to the Indemnifying Party a notice (“ Notice of Claim ”) with respect to such Third Party Claim. The Notice of Claim shall (i) specify in reasonable detail the basis for such claim and (ii) to the extent known by the Indemnitee, set forth a reasonable estimate of the amount to which such Indemnitee claims to be entitled hereunder. The Indemnitee shall enclose with the Notice of Claim a copy of all papers served with respect to such Third Party Claim, if any, and any other documents evidencing such Third Party Claim. Notwithstanding the foregoing, no delay or deficiency on the part of an Indemnitee in so notifying the Indemnifying Party will limit any Indemnitee’s right to indemnification under this Article XI (except to the extent such failure materially prejudices the defense of such proceeding).

(b) The Indemnifying Party will have 15 calendar days from the date on which the Indemnifying Party received the Notice of Claim to notify the Indemnitee that the Indemnifying Party desires to assume the defense or prosecution of such Third Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (a “ Third Party Defense ”). If the Indemnifying Party assumes the Third Party Defense in accordance herewith, (i) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim but the Indemnifying Party shall control the investigation, defense and settlement thereof, (ii) the Indemnitee will not file any papers or consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnitee. The Parties will act in good faith in responding to, defending against, settling or otherwise dealing with such claims. The Parties will also cooperate in any such defense and give each other reasonable access to all information relevant thereto to the extent permitted by applicable Law or applicable contractual restrictions, subject to entering into appropriate confidentiality agreements.

(c) If the Indemnifying Party does not assume the Third Party Defense within 15 calendar days of receipt of the Notice of Claim, the Indemnitee will be entitled to assume the Third Party Defense (and, if the Indemnitee incurs a Loss with respect to the matter in question for which the Indemnitee is entitled to indemnification pursuant to Section 11.2 or Section 11.3 , at the expense of the Indemnifying Party) upon delivery of notice to such effect to the Indemnifying Party; provided that , the Indemnifying Party shall have the right to participate in the Third Party Defense at the sole cost and expense of the Indemnifying Party, but the Indemnitee shall control the investigation, defense and settlement thereof.

(d) Notwithstanding the foregoing, in no event may the Stockholders’ Representative (on behalf of the Company Indemnifying Parties) assume, maintain control of, or participate in, the defense of any proceeding (i) involving Losses in excess of the value of any remaining amount in the Indemnification Escrow Fund, (ii) involving criminal liability on the part of any Buyer Indemnitee, (iii) that is asserted directly by or on behalf of a Person that is a supplier or customer of the Company or the Surviving Corporation following the Mergers, or (iv) in which any relief other than monetary damages is sought against a Buyer Indemnitee.

11.5 Indemnification Procedures for Direct Claims . Any claim by an Indemnitee on account of a Loss which does not result from a Third Party Claim (a “ Direct Claim ”) shall be asserted by the Indemnitee giving the Indemnifying Party prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party is materially prejudiced by reason of such failure. Such notice by the Indemnitee shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnitee. The Indemnifying Party shall have 30 calendar days after its receipt of such notice to respond in writing to such Direct Claim. During such 30 day period, the Indemnitee shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnitee shall assist the Indemnifying Party’s investigation by giving such reasonable information and assistance as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreement.

11.6 Characterization of Indemnification Payments . Except as otherwise required by applicable Law, the Parties shall treat any indemnification payment made hereunder as an adjustment to Merger Consideration and is limited to the extent of the Merger Consideration received or to be received.

ARTICLE XII

MISCELLANEOUS

12.1 Notices . Any notice, request, demand, waiver, consent, approval or other communication which is required or permitted hereunder shall be in writing and shall be deemed given: (a) on the date established by the sender as having been delivered personally, (b) on the date delivered by a private courier as established by the sender by evidence obtained from the courier, (c) on the date sent by electronic mail, facsimile, with confirmation of transmission, if sent during normal business hours of the recipient, if not, then on the next Business Day, or (d) on the fifth Business Day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications, to be valid, must be addressed as follows, or to such addresses as otherwise provided by the Parties:

If to Buyer, to:

Tabula Rasa HealthCare, Inc.

228 Strawbridge Dr.

Moorestown, NJ 08057

Attn: Brian Adams, Chief Financial Officer

E-mail: badams@trhc.com

With a required copy (which shall not constitute notice) to:

Morgan, Lewis & Bockius LLP

1701 Market Street

Philadelphia, PA 19103

Attn: Kevin Shmelzer

Facsimile: (215) 963-5001

E-mail: kevin.shmelzer@morganlewis.com

If to the Stockholders’ Representative (or the Company prior to the Closing), to:

Michael Deitch

c/o Hecker PLLC

405 W. Franklin

Tucson, AZ 85701

With a required copy (which shall not constitute notice) to:

Hecker PLLC

405 W. Franklin Street

Tucson, AZ 85701

Attn: Lawrence M. Hecker

Facsimile: 520-620-0405

E-mail: heckyes@heckerpllc.com

and

Holualoa Companies, LLC

3573 East Sunrise, Suite 225

Tucson, Arizona 85718

Attention: Richard B. Kauffman

Facsimile: 520-615-1096

E-mail: Rick@Holualoa.com

and

HSL Properties, Inc.

3901 E. Broadway Blvd.

Tucson, Arizona 85711

Attention: Humberto S. Lopez and Omar Mireles

Facsimile: 520-322-6535

or to such other address or to the attention of such Person or Persons as the recipient party has specified by prior written notice in accordance with this Section 12.1 to the sending party (or in the case of counsel, to such other readily ascertainable business address as such counsel may hereafter maintain). If more than one method for sending notice as set forth above is used, the earliest notice date established as set forth above shall control.

12.2 Amendments and Waivers .

(a) Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party to this Agreement, or in the case of a waiver, by the Party against whom the waiver is to be effective.

(b) No failure or delay by any Party in exercising any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

12.3 Expenses . Except as otherwise provided expressly herein, each of the Parties shall bear its own costs and expenses in connection with this Agreement and the transactions contemplated hereby,

including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties, whether or not the Merger is consummated.

12.4 Successors and Assigns . This Agreement may not be assigned by any Party hereto without the prior written consent of each of Buyer and the Company, and any assignment in contravention of this Agreement shall be null and void; provided , that , each of Buyer and the Merger Subs may, without the prior written consent of the Company, assign all or any portion of its rights hereunder to one or more of their respective Affiliates, which assignment shall not relieve the assigning Party from its obligations hereunder. Subject to the foregoing, all of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and assigns.

12.5 Governing Law . This Agreement and the Exhibits and Schedules hereto shall be governed by and interpreted and enforced in accordance with the Laws of the State of Delaware, without giving effect to any choice of Law or conflict of Laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

12.6 Consent to Jurisdiction . Each of the Parties irrevocably submits to the exclusive jurisdiction of (a) Delaware, and (b) the United States District Court for the District of Delaware, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Parties agrees to commence any such action, suit or proceeding either in the United States District Court for the District of Delaware or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in any state court located in the City of Wilmington, Delaware. Each of the Parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction in this Section 12.6 . Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (a) the United States District Court for the District of Delaware, or (b) any state court located in Wilmington, Delaware, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF SUCH PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.

12.7 Counterparts . This Agreement may be executed in counterparts, and any Party hereto may execute such counterpart, each of which when executed and delivered shall be deemed to be an original and both of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become effective when all Parties hereto shall have received a counterpart hereof signed by the other Parties hereto. The Parties agree that the delivery of this Agreement may be effected by means of an exchange of facsimile signatures with original copies to follow by mail or courier service.

12.8 No Third Party Beneficiaries . Other than the HSL Lender as set forth in Section 2.11(c)(ii) , no provision of this Agreement is intended to confer upon any Person other than the Parties hereto and the Buyer Indemnitees and Company Indemnifying Parties any rights or remedies hereunder.

12.9 Entire Agreement . This Agreement and the documents, instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits and Schedules, set forth the entire understanding of the Parties hereto with respect to the Merger and the other matters set forth herein. All Exhibits and Schedules referred to herein are intended to be and hereby are specifically made a part of this Agreement. Any and all previous agreements and understandings between or among the Parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement, except for the Confidentiality Agreement which shall continue in full force and effect in accordance with its terms.

12.10 Captions . All captions contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and shall not affect in any way the meaning or interpretation of this Agreement.

12.11 Severability . Any provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12.12 Specific Performance . The Parties each agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by them in accordance with the terms hereof and that each Party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at Law or equity. Each Party expressly waives any requirement that any other Party obtain any bond or provide any indemnity in connection with any action seeking injunctive relief or specific enforcement of the provisions of this Agreement.

12.13 Stockholders’ Representative .

(a) By voting in favor of the Merger, executing the Voting and Support Agreement, a Letter of Transmittal or, Option Cancellation Agreement or participating in the conversion, exercise or cancellation, as applicable, of the Company’s Capital Stock, Common Options or Common Warrant, each Equity Holder approves the designation of and designates Deitch as the Stockholders’ Representative, as its, his or her true and lawful attorney-in-fact and agent, each with full power of substitution or resubstitution, to act solely and exclusively on behalf of such Equity Holder with respect to the transactions contemplated by this Agreement, including the Merger, and to act on behalf of such Equity Holder in any litigation or arbitration involving this Agreement, to do or refrain from doing all such further acts and things, and to execute all such documents as the Stockholders’ Representative shall deem necessary or appropriate in connection with the transactions contemplated hereby, including the power:

(i) to act for such Equity Holder with regard to matters pertaining to indemnification referred to in this Agreement, including the power to compromise any indemnity claim on behalf of such Stockholder;

(ii) to act for such Equity Holder with regard to matters pertaining to litigation;

(iii) to execute and deliver all documents in connection with the transactions contemplated hereby or amendments thereto that the Stockholders’ Representative deems necessary or appropriate;

(iv) to receive funds, make payments of funds, and give receipts for funds on behalf of any Equity Holder;

(v) to receive funds for the payment of expenses of such Equity Holder and apply such funds in payment for such expenses;

(vi) to distribute any unused portion of the Reserve Account to the Stockholders in accordance with the terms of this Agreement;

(vii) to do or refrain from doing any further act or deed on behalf of such Equity Holder that the Stockholders’ Representative deems necessary or appropriate in his sole discretion relating to the subject matter of this Agreement as fully and completely as such Stockholder could do if personally present; and

(viii) to receive service of process in connection with any claims under this Agreement.

(b) The appointment of the Stockholders’ Representative shall be deemed coupled with an interest and shall be irrevocable, and Buyer, the Merger Subs and any other Person may conclusively and absolutely rely, without inquiry, upon any action of the Stockholders’ Representative in all matters referred to herein. All notices required to be made or delivered by Buyer or the Merger Sub to the Company described above shall be made to the Stockholders’ Representative for the benefit of such Equity Holder and shall discharge in full all notice requirements of Buyer, any Buyer Indemnitee or the Merger Subs as applicable, to such Equity Holder with respect thereto. The Stockholders’ Representative shall act for the Company Indemnifying Parties on all of the matters set forth in this Agreement in the manner the Stockholders’ Representative reasonably believes to be in the best interest of the Company Indemnifying Parties and consistent with the obligations of the Company Indemnifying Parties under this Agreement, but none of the Stockholders’ Representative, Buyer, the Merger Subs, the Surviving Corporation or the Buyer Indemnitees shall be responsible to any Equity Holder for any damages which the Company Indemnifying Parties may suffer by the performance of the Stockholders’ Representative’s duties under this Agreement, except that the Stockholders’ Representative shall be solely responsible for all damages arising from willful violation of applicable Law by him or gross negligence in the performance of his duties under this Agreement. The Stockholders’ Representative shall not have any duties or responsibilities except those expressly set forth in the Transaction Documents, and no implied covenants, functions, responsibilities, duties or liabilities shall be read into this Agreement or shall otherwise exist against the Stockholders’ Representative. By voting in favor of the Merger, executing the Voting and Support Agreement, or Option Cancellation Agreement or participating in the conversion, exercise or cancellation, as applicable, of the Company’s Capital Stock, Common Options or Common Warrants, each Equity Holder agrees (i) to reimburse the Stockholders’ Representative for all out-of-pocket costs and expenses incurred by the Stockholders’ Representative under this Agreement in excess of the Reserve Amount, including fees for any attorneys or other representative he may employ, and (ii) to severally (without, for the avoidance of doubt, any right of contribution from any of the Surviving Corporation or the Buyer Indemnitees) indemnify and hold harmless and defend the Stockholders’ Representative, his agents and assigns against all liabilities, claims, actions, damages, losses and expenses (including legal and other professional fees and expenses, and litigation costs) of any kind (whether known or unknown, fixed or contingent) arising out of or in connection with (x) the Stockholders’ Representative’s omissions to act, or actions taken, resulting from, arising out of, or incurred in connection with, or otherwise with respect to this Agreement, or (y) actions taken with respect to this Agreement or reasonably believed to be in the scope of the Stockholders’ Representative’s authority,

provided that he or his agent or assign has not acted with intentional misconduct or fraud in taking such action.

(c) The Stockholders’ Representative shall be entitled to rely, and shall be fully protected in relying, upon any statements furnished to it by the Company, any Equity Holder, Buyer, the Merger Subs or any other evidence deemed by the Stockholders’ Representative to be reliable, and the Stockholders’ Representative shall be entitled to act on the advice of counsel selected by him.

(d) The sum of $75,000 will be set aside in the Reserve Account to reimburse the Stockholders’ Representative for expenses he incurs in his capacity as such. The Stockholders’ Representative shall be entitled to a fee of $250,000 for his services as such and will have the right to be reimbursed from the Reserve Account solely for his expenses incurred, in his capacity as such, pursuant to this Agreement but will not otherwise be separately compensated for his services hereunder. The Reserve Account will be used solely for the purpose of paying the Stockholders’ Representative’s fees and expenses under this Section 12.13(d) and any amounts representing the indemnification obligations of the Company Indemnifying Parties to the Stockholders’ Representative under Section 12.13(b) as if such obligations were a reimbursable expense. Any amounts remaining in the Reserve Account on the Reserve Amount Release Date shall be released to the Paying Agent and Surviving Corporation for their payments to the Stockholders respectively.

(e) In the event that the Stockholders’ Representative dies, becomes legally incapacitated or resigns (by providing Buyer a minimum of 60 day advance written notice) from his position as Stockholders’ Representative, a successor Stockholders’ Representative (who shall either be a Stockholder or another Person reasonably acceptable to Buyer) shall be appointed in writing by a majority in interest of the Company Indemnifying Parties, such appointment to become effective upon the delivery of executed counterparts of such writing to Buyer, together with an acknowledgement signed by the successor Stockholders’ Representative named in such writing that he, she or it accepts the responsibility of successor Stockholders’ Representative and agrees to perform and be bound by all provisions of this Agreement applicable to the Stockholders’ Representative. Failing such appointment, any Equity Holder may apply to a court of competent jurisdiction for the appointment of a successor Stockholders’ Representative.

12.14 Interpretation .

(a) The meaning assigned to each term defined herein shall be equally applicable to both the singular and the plural forms of such term and vice versa, and words denoting either gender shall include both genders as the context requires. Where a word or phrase is defined herein, each of its other grammatical forms shall have a corresponding meaning.

(b) The terms “hereof”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement.

(c) When a reference is made in this Agreement to an Article, Section, Exhibit or Schedule, such reference is to an Article, Section, Exhibit or Schedule of this Agreement unless otherwise specified.

(d) The words “include”, “includes”, and “including” when used in this Agreement shall be deemed to be followed by the words “without limitation”, unless otherwise specified.

(e) A reference to any Party to this Agreement or any other agreement or document shall include such Party’s predecessors, successors and permitted assigns.

(f) Reference to any Law means such Law as amended, modified, codified, replaced or reenacted, and all rules and regulations promulgated thereunder.

(g) The Parties have participated jointly in the negotiation and drafting of this Agreement. Any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party by virtue of the authorship of this Agreement shall not apply to the construction and interpretation hereof.

12.15 Legal Representation; Rights Surviving Closing; Conflict Waiver . The Parties acknowledge and agree that the Company is being represented in the Agreement and the transactions contemplated herein by Hecker PLLC (“ Hecker ”). The Parties further acknowledge and agree that all attorney-client privileged communications between the Company and their current or former Affiliates made before the consummation of the Closing, or any dispute, which immediately before the Closing, would be deemed to be privileged communications and would not be subject to disclosure to Buyer (or would otherwise not be disclosable to Buyer without losing any such right or privilege) in connection with any dispute, claim for indemnification or otherwise, shall continue after the Closing to be privileged communications with such counsel and neither Buyer nor any of its former or current Affiliates or representatives nor any person purporting to act on behalf of or through Buyer or any current or former Affiliate or representations shall seek to obtain the same for use in any dispute with the Company by any process on the grounds that the privileged communications belong to Buyer, the Company or any other grounds. Nothing in this Section 1 2 .15 or in this Agreement shall be deemed to be a waiver of any applicable privileges or protections that can or may be asserted to prevent disclosure of any privileged communications to any third party, and the parties shall not take any action that would reasonably be expected to waive any such privilege or protection as to any third party. Further, the Company, the Buyer, and the Principal Stockholders waive any conflict that might otherwise exist relating to Hecker’s representation of the Stockholder Representative post-Closing.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the date first above written.

	TABULA RASA HEALTHCARE, INC.


	By:	/s/ BRIAN W. ADAMS
	Name: Brian W. Adams
	Title: Chief Financial Officer

	SINFONÍA HEALTHCARE CORPORATION


	By:	/s/ FLETCHER McCUSKER
	Name: Fletcher McCusker
	Title: Chairman / CEO

	TRCRD, INC.


	By:	/s/ BRIAN W. ADAMS
	Name: Brian W. Adams
	Title: Chief Financial Officer

	TRSHC HOLDINGS, LLC


	By:	/s/ BRIAN W. ADAMS
	Name: Brian W. Adams
	Title: Chief Financial Officer

	STOCKHOLDERS’ REPRESENTATIVE


	/s/ MICHAEL DEITCH
	Name: Michael Deitch

[Signature Page to Merger Agreement]

	PRINCIPAL STOCKHOLDERS


	/s/ MICHAEL DEITCH
	Michael Deitch


	/s/ FLETCHER McCUSKER
	Fletcher McCusker

[Signature Page to Merger Agreement]

Exhibit 10.1

TABULA RASA HEALTHCARE, INC.,
CAREKINESIS, INC.,
CAREVENTIONS, INC.,
CAPSTONE PERFORMANCE SYSTEMS, LLC,
J. A. ROBERTSON, INC.,
MEDLIANCE LLC,

CK SOLUTIONS, LLC,

TRCRD, INC.,
TRSHC HOLDINGS, LLC,

SINFONIA HEALTHCARE CORPORATION,

AND

SINFONIARX, INC.

WESTERN ALLIANCE BANK

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of September 6, 2017, by and among (i) CAREKINESIS, INC., a Delaware corporation (“CareKinesis”), TABULA RASA HEALTHCARE, INC., a Delaware corporation (“Parent”), CAREVENTIONS, INC., a Delaware corporation (“Careventions”), CAPSTONE PERFORMANCE SYSTEMS, LLC, a Delaware limited liability company (“Capstone”), J. A. ROBERTSON, INC., a California corporation (“Robertson”), MEDLIANCE LLC, an Arizona limited liability company (“Medliance”), CK SOLUTIONS, LLC, a Delaware limited liability company (“CK Solutions”), TRCRD, INC., a Delaware corporation (“TRCRD”), TRSHC HOLDINGS, LLC, a Delaware limited liability company (“TRSHC”), SINFONIA HEALTHCARE CORPORATION, a Delaware corporation (“Sinfonia”), and SINFONIARX, INC., an Arizona corporation (“SinfoniaRX”; Parent, CareKinesis, Careventions, Capstone, Robertson, Medliance, CK Solutions, TRCRD, TRSHC, Sinfonia, and SinfoniaRX are each referred to herein as a “Borrower”, and collectively, as the “Borrowers”), (ii) the several banks and other financial institutions or entities from time to time party to this Agreement (each a “Lender” and, collectively, the “Lenders”) , and (iii) WESTERN ALLIANCE BANK, an Arizona corporation, as successor-in-interest to BRIDGE BANK, NATIONAL ASSOCIATION (“Bank”), as a Lender and as administrative agent and collateral agent for the Lenders (in such capacities, the “Administrative Agent”).

RECITALS

A. Bank and Borrowers entered into that certain Loan and Security Agreement dated as of April 29, 2015 (as the same has been amended, modified, supplemented, renewed, or otherwise modified, from to time, the “Prior Loan Agreement”). Pursuant to the Prior Loan Agreement, Bank made certain loans and other credit accommodations available to Borrowers.

B. Borrowers have requested, and Bank has agreed, that Bank replace, amend and restate the Prior Loan Agreement in its entirety.

C. Borrowers wish to obtain credit from time to time from Lenders, and Lenders desire to extend credit to Borrowers. This Agreement sets forth the terms on which Lenders will advance credit to Borrowers, and Borrowers will repay the amounts owing to Administrative Agent and the Lenders.

AGREEMENT

The parties agree as follows:

1. DEFINITIONS AND CONSTRUCTION.

1.1 Definitions. As used in this Agreement, the following terms shall have the following definitions:

“Accounts” means all presently existing and hereafter arising accounts, contract rights, payment intangibles, and all other forms of obligations owing to a Borrower arising out of the sale or lease of goods (including, without limitation, the licensing of software and other technology) or the rendering of services by a Borrower, whether or not earned by performance, and any and all credit insurance, guaranties, and other security therefor, as well as all

merchandise returned to or reclaimed by a Borrower and such Borrower’s Books relating to any of the foregoing.

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of one hundred percent (100%) of the equity interests of any Person or otherwise causing any Person to become a Subsidiary of a Borrower, or (c) a merger or consolidation or any other combination with another Person.

“Administrative Agent” means Bank, as the administrative agent under this Agreement and the other Loan Documents, together with any of its successors in such capacity.

“Administrative Agent Expenses” means all: reasonable costs or expenses (including reasonable attorneys’ fees and expenses) incurred in connection with the preparation, negotiation, administration, and enforcement of the Loan Documents; Collateral audit fees; and Administrative Agent’s reasonable attorneys’ fees and expenses incurred in amending, enforcing or defending the Loan Documents (including fees and expenses of appeal), incurred before, during and after an Insolvency Proceeding, whether or not suit is brought.

“Advance” or “Advances” means a cash advance or cash advances under the Revolving Facility.

“Affected Lender” is defined in Section 2.12 .

“Affiliate” means, with respect to any Person, any Person that owns or controls directly or indirectly such Person, any Person that controls or is controlled by or is under common control with such Person, and each of such Person’s senior executive officers, directors, and partners.

“Aggregate Exposure” means, as to any Lender at any time, the unused Commitments, and the aggregate principal amount of its outstanding Advances.

“Aggregate Exposure Percentage” means with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.

“Applicable Margin” means, for any date, the rate per annum set forth below, as determined by the Administrative Agent for each month from Borrowers’ monthly financial statements and corresponding Compliance Certificate delivered to Administrative Agent pursuant to Section 6.3:

Level	Leverage Ratio	Applicable Margin
I	< 1.00:1.00	(0.25	)%
II	< 2.00:1.00	0.0	%
III	> 2.00:1.00	0.25	%

Until the third (3 rd ) Business Day after the delivery of the monthly financial statements and corresponding Compliance Certificate for the month ending August 31, 2017 pursuant to Section 6.3, the margins shall be determined as if Level II were applicable. From and after the delivery of such monthly financial statements and corresponding Compliance Certificate, the margins shall be subject to increase or decrease upon receipt by Administrative Agent, pursuant to Section 6.3, of the monthly financial statements and corresponding Compliance Certificate for the last month (commencing with the monthly financial statements and corresponding Compliance Certificate delivered for the month ending August 31, 2017), which change shall be effective on the third (3 rd ) Business Day following receipt. If any such monthly financial statement or Compliance Certificate due has not been received on the date due, then, at the option of Administrative Agent or Requisite Lenders, the margins shall be determined as if Level III were applicable, from such due date until the third (3 rd ) Business Day following actual receipt.

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender, or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 14.1), and accepted by the Administrative Agent.

“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of an EEA Financial Institution .

“Bail-In Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“Benefitted Lender” is defined in Section 14.13.

“Borrower’s Books” means all of a Borrower’s books and records including: ledgers; records concerning a Borrower’s assets or liabilities, the Collateral, business operations or financial condition; and all computer programs, or tape files, and the equipment, containing such information.

“Borrowing Date” means any Business Day specified by the Borrowers in a Loan Advance Request Form as a date on which the Borrowers requests the Lenders to make Loans hereunder.

“Business Day” means any day that is not a Saturday, Sunday, or other day on which banks in the State of California are authorized or required to close.

“Cash Management Sublimit” means a sublimit for cash management transactions under

the Revolving Line pursuant to Section 2.1(b).

“Change in Control” shall mean a transaction in which (i) any “person” or “group” (within the meaning of Section 13(d) and 14(d)(2) of the Securities Exchange Act of 1934) becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of a sufficient number of shares of all classes of stock then outstanding of a Borrower ordinarily entitled to vote in the election of directors, empowering such “person” or “group” to elect a majority of the Board of Directors of a Borrower, who did not have such power before such transaction, or (ii) Parent ceases to directly or indirectly own all of the outstanding capital stock of any other Borrower.

“Closing Date” means the date of this Agreement.

“Code” means the California Uniform Commercial Code.

“Collateral” means the property described on Exhibit A attached hereto.

“Commitment” means, as to any Lender, its Revolving Commitment.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contingent Obligation” means, as applied to any Person, any direct or indirect liability, contingent or otherwise, of that Person with respect to (i) any indebtedness, lease, dividend, letter of credit or other obligation of another; (ii) any obligations with respect to undrawn letters of credit, corporate credit cards, or merchant services issued or provided for the account of that Person; and (iii) all obligations arising under any agreement or arrangement designed to protect such Person against fluctuation in interest rates, currency exchange rates or commodity prices; provided, however, that the term “Contingent Obligation” shall not include endorsements for collection or deposit in the ordinary course of business . The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determined amount of the primary obligation in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by Administrative Agent in good faith; provided, however, that such amount shall not in any event exceed the maximum amount of the obligations under the guarantee or other support arrangement.

“Contracts” means subscription license contracts, maintenance contracts and support contracts of a Borrower.

“Copyrights” means any and all copyright rights, copyright applications, copyright registrations and like protections in each work or authorship and derivative work thereof.

“Credit Extension” means each Advance, use of the Cash Management Sublimit, the International Sublimit, or any other extension of credit by the Lenders for the benefit of Borrowers hereunder.

“Daily Balance” means the amount of the Obligations owed at the end of a given day.

“Debtor Relief Laws” means the Bankruptcy Code and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” shall mean any event, fact, circumstance or condition that, with the giving of applicable notice or passage of time or both, would constitute or result in an Event of Default.

“Defaulting Lender” means, subject to Section 2.13(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrowers in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) has notified the Borrowers and the Administrative Agent in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s reasonable determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrowers, to confirm in writing to the Administrative Agent and the Borrowers that it will comply with its prospective funding obligations hereunder ( provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrowers), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Laws, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-in Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.13(b)) upon delivery of written notice of such determination to the Borrowers and each Lender.

“Discharge of Obligations” means, subject to Section 14.15, the satisfaction of the Obligations by the payment in full, in of the principal of and interest on or other liabilities

relating to each Loan, all fees and all other expenses or amounts payable under any Loan Document (other than inchoate indemnification obligations and any other obligations which pursuant to the terms of any Loan Document specifically survive repayment of the Loans for which no claim has been made), to the extent the aggregate Commitments of the Lenders are terminated .

“EBITDA” means, for any period, the sum of (a) net income (or net loss) attributable to the Borrowers, but excluding net income (or net loss) attributable to non-controlling interests (calculated before extraordinary items) during such period, plus (b) the result of the following, in each case (unless otherwise indicated) to the extent included in determining such net income (or net loss): (i) interest expense (including that portion attributable to capital leases in accordance with GAAP and capitalized interest) during such period; plus (ii) income taxes accruing, paid or payable during such period; plus (iii) depreciation and amortization expense; plus (iv) non-cash stock-compensation based expenses; plus (v) change in the fair value related to Permitted Acquisition related consideration expenses.

“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” any of the member states of the European Union, Iceland, Liechtenstein, and Norway .

“EEA Resolution Authority” any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Sections 14.1(b)(iii), 14.1(b)(v), and 14.1(b)(vi) (subject to such consents, if any, as may be required under Section 14.1(b)(iii)).

“Equipment” means all present and future machinery, equipment, tenant improvements, furniture, fixtures, vehicles, tools, parts and attachments in which a Borrower has any interest.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations thereunder.

“ERISA Affiliate” each business or entity which is, or within the last six years was, a member of a “controlled group of corporations,” under “common control” or an “affiliated service group” with any Loan Party within the meaning of Section 414(b), (c) or (m) of the Code, required to be aggregated with any Loan Party under Section 414(o) of the Code, or is, or within the last six years was, under “common control” with any Loan Party, within the meaning of Section 4001(a)(14) of ERISA.

“ERISA Event” any of (a) a reportable event as defined in Section 4043 of ERISA with

respect to a Pension Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event; (b) the applicability of the requirements of Section 4043(b) of ERISA with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, to any Pension Plan where an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such plan within the following 30 days; (c) a withdrawal by any Loan Party or any ERISA Affiliate thereof from a Pension Plan or the termination of any Pension Plan resulting in liability under Sections 4063 or 4064 of ERISA; (d) the withdrawal of any Loan Party or, to the knowledge of any Loan Party, any ERISA Affiliate thereof in a complete or partial withdrawal (within the meaning of Section 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefore, or the receipt by any Loan Party or, to the knowledge of an Loan Party, any ERISA Affiliate thereof of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4245 of ERISA; (e) the filing of a notice of intent to terminate, the treatment of a plan amendment as a termination under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (f) the imposition of liability on any Loan Party or any ERISA Affiliate thereof pursuant to Sections 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (g) the failure by any Loan Party or any ERISA Affiliate thereof to make any required contribution to a Pension Plan, or the failure to meet the minimum funding standard of Section 412 of the Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(c) of the Code) or the failure to make by its due date a required installment under Section 430 of the Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (h) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered to critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (i) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; (j) the imposition of any liability under Title I or Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA Affiliate thereof; (k) an application for a funding waiver under Section 303 of ERISA or an extension of any amortization period pursuant to Section 412 of the Code with respect to any Pension Plan; (l) the occurrence of a non exempt prohibited transaction under Sections 406 or 407 of ERISA for which any Loan Party or any Subsidiary thereof may be directly or indirectly liable; (m) the occurrence of an act or omission which could give rise to the imposition on any Loan Party or any ERISA Affiliate thereof of fines, penalties, taxes or related charges under Chapter 43 of the Code or under Sections 409, 502(c), (i) or (1) or 4071 of ERISA; (n) the assertion of a material claim (other than routine claims for benefits) against any Pension Plan or the assets thereof, or against any Loan Party or any Subsidiary thereof in connection with any such Pension Plan; (o) receipt from the IRS of notice of the failure of any Pension Plan to qualify under Section 401(a) of the Code, or the failure of any trust forming part of any Pension Plan to fail to qualify for exemption from taxation under Section 501(a) of the Code; or (p) the imposition of any lien (or the fulfillment of the conditions for the imposition of any lien) on any of the rights, properties or assets of any Loan Party or any ERISA Affiliate thereof, in either case pursuant to Title I or IV, including Section 302(f) or 303(k) of ERISA or to Section 401(a)(29) or 430(k) of the Code.

“ERISA Funding Rules” the rules regarding minimum required contributions (including any installment payment thereof) to Pension Plans, as set forth in Section 412 of the Code and Section 302 of ERISA, with respect to Plan years ending prior to the effective date of the Pension Protection Act of 2006, and thereafter, as set forth in Sections 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA.

“EU Bail-In Legislation Schedule” the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” has the meaning assigned in Article 8.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in any such case (i) to the extent imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) to the extent constituting Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.10) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.8 amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (c) Taxes attributable to such Recipient’s failure to comply with Section 2.8(f); and (d) any U.S. federal withholding Taxes imposed under FATCA.

“Facilities” means the Revolving Facility .

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code.

“Federal Funds Effective Rate” means for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day of such transactions received by Administrative Agent from three federal funds brokers of recognized standing selected by it .

“Foreign Exchange Reserve Percentage” is defined in Section 2.1(c)(ii) hereof.

“Foreign Lender” means (a) if the Borrowers are a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrowers are not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrowers are resident for tax

purposes.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“FX Amount” is defined in Section 2.1(c)(ii) hereof.

“FX Contracts” are defined in Section 2.1(c)(ii) hereof.

“GAAP” means generally accepted accounting principles as in effect from time to time.

“Governmental Authority” means the government of the United States of America or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Group Members” means the collective reference to the Borrowers and their respective Subsidiaries.

“Indebtedness” means (a) all indebtedness for borrowed money or the deferred purchase price of property or services, including without limitation reimbursement and other obligations with respect to surety bonds and letters of credit, (b) all obligations evidenced by notes, bonds, debentures or similar instruments, (c) all capital lease obligations and (d) all Contingent Obligations.

“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any Obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“Insolvency Proceeding” means any proceeding commenced by or against any person or entity under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, including assignments for the benefit of creditors, formal or informal moratoria, compositions, extension generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief.

“Intellectual Property Collateral” means all of a Borrower’s right, title, and interest in and to the following: Copyrights, Trademarks and Patents; all trade secrets, all design rights, claims for damages by way of past, present and future infringement of any of the rights included above, all licenses or other rights to use any of the Copyrights, Patents or Trademarks, and all license fees and royalties payable to a Borrower arising from such use to the extent permitted by such license or rights; all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents; and all proceeds and products of the foregoing, including without limitation all payments under insurance or any indemnity or warranty payable in respect of any of the foregoing.

“International Sublimit” means a sublimit for foreign exchange services and export, import, and standby letters of credit under the Revolving Line pursuant to Section 2.1(c).

“Inventory” means all inventory in which a Borrower has or acquires any interest, including work in process and finished products intended for sale or lease or to be furnished under a contract of service, of every kind and description now or at any time hereafter owned by or in the custody or possession, actual or constructive, of a Borrower, including such inventory as is temporarily out of its custody or possession or in transit and including any returns upon any accounts or other proceeds, including insurance proceeds, resulting from the sale or disposition of any of the foregoing and any documents of title representing any of the above, and a Borrower’s Books relating to any of the foregoing.

“Investment” means any beneficial ownership of (including stock, partnership interest or other securities) any Person, or any loan, advance or capital contribution to any Person.

“Laws” means all ordinances, statutes, rules, regulations, orders, injunctions, writs, or decrees of any Governmental Authority.

“Lenders” is defined in the preamble hereof, the Persons listed on Schedule 1.1, or any other Person that shall have become a Lender hereunder pursuant to the Assignment and Assumption, other than any such Person that ceases to be a Lender hereunder pursuant to an Assignment and Assumption.

“Letter of Credit” or “Letters of Credit” is defined in Section 2.1(c)(ii) hereof.

“Leverage Ratio” is a ratio of (i) the consolidated outstanding principal balance of all Obligations, to (ii) EBITDA.

“Lien” means any mortgage, lien, deed of trust, charge, pledge, security interest or other encumbrance.

“Liquidity Event” means any one of the following: (i) the sale or other disposition of all or substantially all of Borrowers’ assets (other than to another Borrower), (ii) a Change in Control, (iii) Parent’s underwritten initial public offering of its securities registered under the Securities Act of 1933, as amended, or (iv) the repayment of all Obligations (other than inchoate indemnity obligations) owing to Administrative Agent.

“Loan” means the Revolving Loan and any other loan or extension of credit, now or hereafter made or maintained by any Lender pursuant to this Agreement or any of the Loan Documents.

“Loan Documents” means, collectively, this Agreement, any note or notes, and any other documents, instruments or agreements entered into by a Borrower or any guarantor or other third party in connection with this Agreement, all as amended or extended from time to time.

“Loan Party” means each Group Member that is now or hereafter a party to a Loan Document.

“Material Adverse Effect” means a material adverse effect on (i) the business operations or condition (financial or otherwise) of Parent and its Subsidiaries taken as a whole or (ii) the ability of Borrowers to repay the Obligations or otherwise perform their obligations under the Loan Documents or (iii) the value or priority of Administrative Agent’s security interests in the Collateral.

“Minority Lender” is defined in Section 14.5(b).

“Monthly Recurring Revenue” means with respect to any measurement period GAAP revenue recognized during such period from Contracts.

“Multiemployer Plan” a “multiemployer plan” (within the meaning of Section 3(37) of ERISA) to which any Loan Party or any ERISA Affiliate thereof makes, is making, or is obligated or has ever been obligated to make, contributions.

“Negotiable Collateral” means all letters of credit of which a Borrower is a beneficiary, notes, drafts, instruments, securities, documents of title, and chattel paper, and such each Borrower’s Books relating to any of the foregoing.

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all affected Lenders in accordance with the terms of 14.5 and (b) has been approved by the Required Lenders.

“Note” a Revolving Loan Note.

“Obligations” means all debt, principal, interest, Administrative Agent Expenses and other amounts owed to Administrative Agent and the Lenders by Borrowers pursuant to this Agreement or any other Loan Document, whether absolute or contingent, due or to become due, now existing or hereafter arising, including any interest that accrues after the commencement of an Insolvency Proceeding and including any debt, liability, or obligation owing from Borrowers to others that Administrative Agent or any Lender may have obtained by assignment or otherwise.

“Other Connection Taxes” means with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.10).

“Patents” means all patents, patent applications and like protections including without

limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same.

“Patriot Act” the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, Title III of Pub. L. 107-56, signed into law October 26, 2001.

“PBGC” the Pension Benefit Guaranty Corporation, or any successor thereto.

“Pension Plan” an employee pension plan (as defined in Section 3(2) of ERISA) other than a Multiemployer Plan subject to the provisions of Title IV of ERISA or Sections 412 and 430 of the Code or Sections 302 and 303 of ERISA and in respect of which any Loan Party or any ERISA Affiliate thereof is (or if such plan were terminated would under Section 4069 of ERISA be deemed to be) a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA.

“Periodic Payments” means all installments or similar recurring payments that Borrowers may now or hereafter become obligated to pay to Administrative Agent pursuant to the terms and provisions of any instrument, or agreement now or hereafter in existence between Borrowers and Administrative Agent.

“Permitted Acquisition” means (i) any Acquisition approved in writing by the Administrative Agent in its sole discretion (including the Sinfonia Acquisition), or (ii) any Acquisitions in an aggregate amount not to exceed $5,000,000 in any fiscal year; provided, in each case, that (a) no default or Event of Default shall have occurred and be continuing or would result from the consummation of the proposed Acquisition, (b) the Target is in the same, similar or complimentary line of business as the Borrowers, (c) EBITDA of the Target is greater than $0, (d) the proposed Acquisition is consensual, (e) no Indebtedness will be incurred, assumed or would exist with respect to Parent and its Subsidiaries (including the Target) as a result of such Acquisition, other than Permitted Indebtedness, and no Liens will be incurred, assumed, or would exist with respect to the assets of Parent and its Subsidiaries (including the Target) as a result of such Acquisition other than Permitted Liens, (f) the Borrowers will be in compliance with the financial covenants in Section 6.10 on a pro forma basis, (g) the Administrative Agent shall have received (i) at least 30 days prior to the consummation of the intended Acquisition, a description of the proposed Acquisition, (ii) at least 20 days prior to the consummation of the intended Acquisition Agreement, pro forma consolidated projections with respect to the proposed Acquisition, historical financial information for the Target, due diligence materials prepared for any Borrower, a quality of earnings report (if obtained) and drafts of the acquisition agreement (together with all exhibits and schedules thereto and, to the extent required in the acquisition agreement, all required regulatory and third party approvals) and (iii) on or prior to the date the Acquisition is consummated, a certificate of a Responsible Officer of the Borrowers with reasonably detailed calculations of item (f) and attaching the executed acquisition agreement, (h) the Target is not organized or domiciled in any jurisdiction outside of the United States and (i) all actions required of the Target and the Borrowers by Section 6.12 shall be completed substantially concurrently with the consummation of the Acquisition.

“Permitted Indebtedness” means:

(a) Indebtedness of Borrowers in favor of the Lenders arising under this Agreement or any other Loan Document;

(b) unsecured Indebtedness owing to trade creditors in the ordinary course of business;

(c) Indebtedness existing on the Closing Date incurred solely for the purpose of financing the acquisition or leasing of equipment, along with any extension, renewal or refinancing of such Indebtedness, provided that the principal amount of the indebtedness being extended, renewed or refinanced does not increase.

(d) other Indebtedness existing on the Closing Date and disclosed in the Schedule;

(e) Subordinated Debt;

(f) Indebtedness arising after the Closing Date incurred solely for the purpose of financing the acquisition or leasing of equipment, including without limitation, capital lease obligations, provided that the aggregate principal amount of Indebtedness permitted by this clause (g) shall not exceed Three Million Dollars ($3,000,000) at any time outstanding; and

(g) other unsecured Indebtedness of Borrowers in an aggregate principal amount not to exceed Two Hundred Thousand Dollars ($200,000).

“Permitted Investment” means:

(a) Investments existing on the Closing Date disclosed in the Schedule;

(b) Investments by any Borrower and its Subsidiaries in any Subsidiary that is a co-borrower hereunder;

(c) Investments by any Borrower and its Subsidiaries in any Subsidiary that is a not a co-borrower hereunder in the aggregate amount not to exceed $500,000 without Administrative Agent’s prior written consent;

(d) (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one (1) year from the date of acquisition thereof, (ii) commercial paper maturing no more than one (1) year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service, (iii) certificates of deposit maturing no more than one (1) year from the date of investment therein issued by Bank, and (iv) Bank’s money market accounts; and

(e) Permitted Acquisitions.

“Permitted Liens” means the following:

(a) Any Liens existing on the Closing Date and disclosed in the Schedule or arising under this Agreement or the other Loan Documents;

(b) Liens for taxes, fees, assessments or other governmental charges or levies, either not delinquent or being contested in good faith by appropriate proceedings, provided the same have no priority over any of Administrative Agent’s security interests;

(c) Liens securing the Indebtedness described in clause (c) and clause (f) of the defined term “Permitted Indebtedness” provided that the Lien is confined solely to the property so acquired or leased and improvements thereon, and the proceeds of such equipment; and

(d) Liens incurred in connection with the extension, renewal or refinancing of the indebtedness secured by Liens of the type described in clauses (a) through (c) above, provided that any extension, renewal or replacement Lien shall be limited to the property encumbered by the existing Lien and the principal amount of the indebtedness being extended, renewed or refinanced does not increase.

“Person” means any individual, sole proprietorship, partnership, limited liability company, joint venture, trust, unincorporated organization, association, corporation, institution, public benefit corporation, firm, joint stock company, estate, entity or governmental agency.

“Prime Rate” means the greater of three and one half percent (3.5%) or the Prime Rate published in the Money Rates section of the Western Edition of The Wall Street Journal, or such other rate of interest publicly announced from time to time by Administrative Agent as its Prime Rate.

“Protective Overadvance” as defined in Section 2.2(b).

“Recipient” means the Administrative Agent or a Lender, as applicable.

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Required Lenders” means, at any time, (a) if only one Lender holds the outstanding Commitments, such Lender; and (b) if more than one Lender holds the outstanding Commitments, then at least two Lenders who hold more than 50% of the sum of the Total Commitments then in effect or, if the Total Commitments have been terminated, the Total Revolving Extensions of Credit then outstanding; provided that a Lender and its Affiliates shall be deemed one Lender.

“Requirement of Law” means as to any Person, the operating documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

“Resignation Effective Date” is defined in Section 10.9.

“Responsible Officer” means each of the Chief Executive Officer, the President and the Chief Financial Officer of each Borrower.

“Revolving Commitment” means as to any Lender, the obligation of such Lender, if any, to make Advances in an aggregate principal amount not to exceed the amount set forth under the heading “Revolving Commitment” opposite such Lender’s name on Schedule 1.1 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as the same may be changed from time to time pursuant to the terms hereof (including in connection with assignments permitted hereunder).

“Revolving Commitment Period” means the period from and including the Closing Date to the Revolving Maturity Date.

“Revolving Facility” means the facility under which Borrowers may request Administrative to issue Advances, as specified in Section 2.1(a) hereof.

“Revolving Line” means a credit extension of up to Forty Million Dollars ($40,000,000).

“Revolving Loan Note” a promissory note in the form of Exhibit F, as it may be amended, supplemented or otherwise modified from time to time.

“Revolving Maturity Date” means the third anniversary of the Closing Date.

“Revolving Percentage” means as to any Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes of the Total Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage which the aggregate principal amount of such Lender’s Advances then outstanding constitutes of the aggregate principal amount of all Advances then outstanding.

“Schedule” means the schedule of exceptions attached hereto and approved by Administrative Agent, if any.

“Shares” is one hundred percent (100%) of the issued and outstanding capital stock, membership units or other securities owned or held of record by a Borrower or any Subsidiary of a Borrower, in any direct or indirect Subsidiary.

“Sinfonia Acquisition” means the Acquisition by Parent of Sinfonia and SinfoniaRX pursuant to the Sinfonia Merger Agreement.

“Sinfonia Merger Agreement” means that certain Agreement and Plan of Merger dated as of the date hereof by and among Parent, TRCRD, TRSHC, Sinfonia, Michael Deitch, and Fletcher McCusker.

“Sublimit Amount” means (i) an aggregate amount not to exceed One Million Dollars ($1,000,000) with respect to all services provided under the Cash Management Sublimit, and (ii) an aggregate amount not to exceed One Million Dollars ($1,000,000) with respect to all services

provided under the International Sublimit.

“Subordinated Debt” means any debt incurred by Borrowers that is subordinated to the debt owing by Borrowers to the Lenders on terms reasonably acceptable to Administrative Agent (and identified as being such by Borrowers and Administrative Agent), pursuant to a subordination agreement in form and substance reasonably satisfactory to Administrative Agent.

“Subsidiary” means, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries (including any Affiliate), or both, by such Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of a Borrower.

“Target” means any other Person or business unit or asset group or any other Person acquired or proposed to be acquired in an Acquisition.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Trade Date” is defined in Section 14.1(b).

“Trademarks” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill of the business of Borrowers connected with and symbolized by such trademarks.

“Withholding Agent” means, as applicable, any of any applicable Loan Party and the Administrative Agent, as the context may require.

“Write-Down and Conversion Powers” with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

1.2 Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP and all calculations made hereunder shall be made in accordance with GAAP. When used herein, the terms “financial statements” shall include the notes and schedules thereto. In the event that any change in GAAP shall occur and such change results in a change in the method of calculation of financial covenants, negative covenants, standards or terms in this Agreement, then Borrowers and Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to reflect equitably such changes in GAAP with the desired result that the criteria for evaluating Borrowers’ financial condition shall be the same after such changes in GAAP as if such changes had not been made. Until such time as such an amendment shall have been executed and delivered by Borrowers and Administrative Agent, all financial covenants, negative covenants, standards and

terms in this Agreement shall continue to be calculated or construed as if such changes in GAAP had not occurred.

1.3 Terms Generally . The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply) and all judgments, orders and decrees of all Governmental Authorities. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (ii) any definition of or reference to any statute, rule or regulation shall be construed as referring thereto as from time to time amended, supplemented or otherwise modified (including by succession of comparable successor laws), (iii) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignments set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (iv) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (v) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (vi) any reference in any definition to the phrase “at any time” or “for any period” shall refer to the same time or period for all calculations or determinations within such definition, and (vii) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

2. LOAN AND TERMS OF PAYMENT.

2.1 Credit Extensions.

Each Borrower promises to pay to the order of Lenders, in lawful money of the United States of America, the aggregate unpaid principal amount of all Credit Extensions made by Lenders to Borrowers hereunder. Borrowers shall also pay interest on the unpaid principal amount of such Credit Extensions at rates in accordance with the terms hereof.

(a) Revolving Advances .

(i) Subject to and upon the terms and conditions of this Agreement, each Lender severally (and not jointly) agrees to make Advances to Borrowers from time to time during the Revolving Commitment Period up to an amount not to exceed such Lender’s Revolving Commitment in an aggregate outstanding principal amount (1) that will not result in such Lender’s Revolving Percentage

exceeding such Lender’s Revolving Commitment or (2) not to exceed the Revolving Line minus the amount of services being provided under the Cash Management Sublimit and the aggregate amounts outstanding under the International Sublimit. Subject to the terms and conditions of this Agreement, amounts borrowed pursuant to this Section 2.1(a) may be repaid and reborrowed at any time prior to the Revolving Maturity Date, at which time all Advances under this Section 2.1(a) shall be immediately due and payable. Borrowers may prepay any Advances without penalty or premium.

(ii) Whenever Borrowers desire an Advance, Borrowers will notify Administrative Agent no later than 3:00 p.m. Eastern time, on the Business Day prior to the Business Day that the Advance is to be made. Each such notification shall be made (i) by telephone or in-person followed by written confirmation from Borrowers within 24 hours, (ii) by electronic mail or facsimile transmission, or (iii) by delivering to Administrative Agent a Revolving Advance Request Form in substantially the form of Exhibit B hereto. Upon each such notification from Borrowers, the Administrative Agent shall promptly notify each Lender thereof. Each Lender shall make each Revolving Loan to be made by such Lender hereunder on the funding date requested by Borrowers solely by wire transfer of immediately available funds by 12:00 p.m., Eastern time, to the Borrowers in an amount equal to such Lender’s Revolving Loan Percentage. Administrative Agent is authorized to make Advances under this Agreement, based upon instructions received from a Responsible Officer or a designee of a Responsible Officer, or without instructions and on behalf of the Lenders if in Administrative Agent’s discretion such Advances are necessary to meet Obligations which have become due and remain unpaid. Administrative Agent shall be entitled to rely on any notice given by a person who Administrative Agent reasonably believes to be a Responsible Officer or a designee thereof, and Borrowers shall indemnify and hold Administrative Agent harmless for any damages or loss suffered by Administrative Agent as a result of such reliance. Administrative Agent will credit the amount of Advances made under this Section 2.1(a) to a Borrower’s deposit account.

(b) Cash Management Sublimit . Subject to the terms and conditions of this Agreement and availability under the Revolving Line, Borrowers may request cash management services which may include merchant services, business credit card, automated clearing house transactions, controlled disbursement accounts and check cashing services identified in various cash management services agreements related to such services (the “Cash Management Services”) by delivering to Bank such applications on Bank’s standard forms as requested by Bank; provided, however, that the total amount of the Cash Management Services shall not exceed the Sublimit Amount, and that availability under the Revolving Line shall be reduced by the entire amount of services provided under the Cash Management Sublimit. In addition, Bank may, in its sole discretion, charge as Advances any amounts that become due or owing to Bank in connection with the Cash Management Services. If at any time the Revolving Facility is terminated or otherwise ceases to exist, (i) Borrowers shall immediately secure to Bank’s satisfaction its obligations with respect to any Cash Management Services, and, effective as of such date, the balance in any deposit accounts held by Bank and the certificates of deposit issued by Bank in a Borrower’s name (and any interest paid thereon or proceeds thereof, including any amounts payable upon the maturity or liquidation of such certificates), shall automatically secure such obligations to the extent of the then outstanding Cash Management

Services, and (ii) each Borrower authorizes Bank to hold such balances in pledge and to decline to honor any drafts thereon or any requests by a Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the Cash Management Services continue.

(i) Letters of Credit . Subject to the terms and conditions of this Agreement, at any time prior to the Revolving Maturity Date, Bank agrees to issue letters of credit for the account of Borrowers (each, a “Letter of Credit” and collectively, the “Letters of Credit”), provided, however, the aggregate outstanding face amount of all Letters of Credit shall not exceed the Sublimit Amount, and for purposes of determining availability under the Revolving Line, the aggregate outstanding face amount of all Letters of Credit (whether drawn or undrawn) shall decrease, on a dollar-for-dollar basis, the amount available for other Advances. All Letters of Credit shall be, in form and substance, acceptable to Bank in its sole discretion and shall be subject to the terms and conditions of Bank’s form of standard application and letter of credit agreement (the “Application”), which Borrowers hereby agree to execute, including Bank’s standard fees. On any drawn but unreimbursed Letter of Credit, the unreimbursed amount shall be deemed an Advance under Section 2.1(a). The obligation of Borrowers to reimburse Bank for drawings made under Letters of Credit shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement, the Application, and such Letters of Credit, under all circumstances whatsoever. Each Borrower shall indemnify, defend, protect, and hold Bank harmless from any loss, cost, expense or liability, including, without limitation, attorneys’ fees, arising out of or in connection with any Letters of Credit, except for expenses caused by Bank’s gross negligence or willful misconduct.

(ii) Foreign Exchange . Subject to and upon the terms and conditions of this Agreement and any other agreement that Borrowers may enter into with Bank in connection with foreign exchange transactions (“FX Contracts”), Borrowers may request Bank to enter into FX Contracts with a Borrower due not later than the Revolving Maturity Date. Borrowers shall pay any standard issuance and other fees that Bank notifies Borrowers will be charged for issuing and processing FX Contracts for Borrowers. The FX Amount shall at all times be equal to or less than the Sublimit Amount, and availability under the Revolving Line shall be reduced by the FX Amount. The “FX Amount” shall equal the amount determined by multiplying (A) the aggregate amount, in United States Dollars, of FX Contracts between a Borrower and Bank remaining outstanding as of any date of determination by (B) the applicable Foreign Exchange Reserve Percentage as of such date. The “Foreign Exchange Reserve Percentage” shall be a percentage as determined by Bank, in its reasonable discretion from time to time. The initial Foreign Exchange Reserve Percentage shall be ten percent (10%).

(iii) If at any time the Revolving Facility is terminated or otherwise ceases to exist, Borrowers shall immediately secure in cash all obligations under the International Sublimit on terms reasonably acceptable to Bank.

(d) Increase in Revolving Facility .

(i) Request for Increase . Provided there exists no Default, upon notice to the Administrative Agent (which shall promptly notify the Lenders), the Borrowers may, upon the successful syndication of up to $10,000,000 of the Revolving Facility with banks, other financial institutions or entities mutually acceptable to Borrowers and Administrative Agent, request an increase in the Revolving Facility by an amount (for all such requests in the aggregate) not exceeding Ten Million Dollars ($10,000,000) (an “Incremental Facility”). At the time of sending such notice, the Borrowers (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten (10) Business Days from the date of delivery of such notice to the Lenders).

(e) Lender Elections to Increase . Each Lender shall notify the Administrative Agent within such time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its applicable commitment percentage of such requested increase. Any Lender not responding within such time period shall be deemed to have declined to increase its Commitment.

(f) Notification by Administrative Agent; Additional Lenders . The Administrative Agent shall notify the Borrowers and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase, and subject to the approval of the Administrative Agent, the Borrowers may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement (“New Lenders”) in form and substance satisfactory to the Administrative Agent and its counsel.

(g) Effective Date and Allocations . If the Revolving Facility is increased in accordance with this Section, the Administrative Agent and the Borrowers shall determine the effective date (the “Revolving Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrowers and the Lenders and the New Lenders of the final allocation of such increase and the Revolving Increase Effective Date.

(h) Conditions to Effectiveness of Increase . As a condition precedent to such increase, the Borrowers shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Revolving Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible Officer of such Loan Party (i) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (ii) in the case of the Borrowers, certifying that, before and after giving effect to such increase, the representations and warranties of Loan Parties contained in Section 5 and the other Loan Documents are true and correct, on and as of the Revolving Increase Effective Date, and both before and after giving effect to the Incremental Facility, no Default exists. The Borrowers shall (i) deliver or cause to be delivered any other customary documents, including, without limitation, legal opinions), and (ii) pay all fees, costs, and expenses, all as reasonably requested by the Administrative Agent in connection with any Incremental Facility. The Borrowers shall prepay any Loans outstanding on the Revolving Increase Effective Date to the extent necessary to keep

the outstanding Loans ratable with any revised Commitment percentages arising from any nonratable increase in the Commitments under this Section.

(i) Incremental Facility . Except as otherwise specifically set forth herein or as otherwise agreed by the Administrative Agent, all of the other terms and conditions applicable to such Incremental Facility shall be identical to the terms and conditions applicable to the Revolving Facility.

2.2 Overadvances; Protective Overadvances .

(a) If the aggregate amount of the outstanding Advances plus the amount of services provided under the Cash Management Sublimit plus the aggregate amounts outstanding under the International Sublimit exceeds the Revolving Line at any time (an “Overadvance”), Borrowers shall immediately pay to Administrative Agent, in cash, the amount of such excess, to be applied by the Administrative Agent to repay the Overadvance.

(b) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, in its sole discretion, may make Advances to the Borrower on behalf of the Lenders, so long as the aggregate amount of such Advances shall not exceed 5.0% of the Revolving Commitments, if the Administrative Agent, in its reasonable credit judgment, deems that such Advances are necessary or desirable (i) to protect all or any portion of the Collateral, (ii) to enhance the likelihood or maximize the amount of repayment of the Loans and the other Obligations, or (iii) to pay any other amount chargeable to the Borrower pursuant to this Agreement (such Advances, “Protective Overadvances”); provided that a. in no event shall the total Advances exceed the amount of the Total Revolving Commitments then in effect and b. the Borrower shall repay each Protective Overadvance on the date which is the earlier of (y) the 3 rd day after the date of incurrence of such Protective Overadvance or (z) the date the Required Lenders provide notice to the Administrative Agent and the Borrower requiring the Borrower to repay such Protective Overadvance. Each applicable Lender shall be obligated to advance to the Borrower in its Revolving Percentage of each Protective Overadvance made in accordance with this Section 2.2(b). If the Protective Overadvances are made in accordance with the preceding sentence, then all Lenders shall be bound to make, or permit to remain outstanding, such Protective Overadvances based upon their Revolving Percentages in accordance with the terms of this Agreement. The Required Lenders may at any time revoke the Administrative Agent’s authorization to make future Protective Overadvances (provided that any existing Protective Overadvances shall not be subject to such revocation and any such revocation must be in writing and shall become effective prospectively upon the Administrative Agent’s receipt thereof). All Protective Overadvances shall be secured by the Collateral and shall bear interest as provided in this Agreement for Revolving Loans generally.

2.3 Interest Rates, Payments, and Calculations.

(a) Interest Rates .

(i) Advances . Except as set forth in Section 2.3(b), the Advances shall bear interest, on the outstanding Daily Balance thereof, at a rate equal to the Applicable Margin plus the Prime Rate.

(b) Late Fee; Default Rate . If any payment is not made within ten (10) days after the date such payment is due, Borrowers shall pay Administrative Agent for the accounts of the Lenders a late fee equal to the lesser of (i) five percent (5%) of the amount of such unpaid amount or (ii) the maximum amount permitted to be charged under applicable law, not in any case to be less than $25.00. All Obligations shall bear interest, from and after the occurrence and during the continuance of an Event of Default, at a rate equal to five (5) percentage points above the interest rate applicable immediately prior to the occurrence of the Event of Default.

(c) Payments . Interest hereunder shall be due and payable on the tenth calendar day of each month during the term hereof. Administrative Agent shall, at its option, charge such interest, all Administrative Agent Expenses, and all Periodic Payments against any of Borrower’s deposit accounts or against the Revolving Line, in which case those amounts shall thereafter accrue interest at the rate then applicable hereunder. Any interest not paid when due shall be compounded by becoming a part of the Obligations, and such interest shall thereafter accrue interest at the rate then applicable hereunder. All payments shall be free and clear of any taxes, withholdings, duties, impositions or other charges, to the end that the Lenders and Administrative Agent will receive the entire amount of any Obligations payable hereunder, regardless of source of payment.

(d) Computation . In the event the Prime Rate is changed from time to time hereafter, the applicable rate of interest hereunder shall be increased or decreased, effective as of the day the Prime Rate is changed, by an amount equal to such change in the Prime Rate. All interest chargeable under the Loan Documents shall be computed on the basis of a three hundred sixty (360) day year for the actual number of days elapsed.

2.4 Crediting Payments . Prior to the occurrence of an Event of Default, the Lenders shall credit a wire transfer of funds, check or other item of payment to such deposit account or Obligation as Borrowers specify. After the occurrence of an Event of Default, the receipt by any Lender of any wire transfer of funds, check, or other item of payment shall be immediately applied to conditionally reduce Obligations, but shall not be considered a payment on account unless such payment is of immediately available federal funds or unless and until such check or other item of payment is honored when presented for payment. Notwithstanding anything to the contrary contained herein, any wire transfer or payment received by any Lender after 12:00 noon Eastern time shall be deemed to have been received by any Lender as of the opening of business on the immediately following Business Day. Whenever any payment to any Lender under the Loan Documents would otherwise be due (except by reason of acceleration) on a date that is not a Business Day, such payment shall instead be due on the next Business Day, and additional fees or interest, as the case may be, shall accrue and be payable for the period of such extension.

2.5 Fees . Borrowers shall pay to the Administrative Agent and the Lenders, as applicable, the following:

(a) Facility Fees . On each of the Closing Date and on each anniversary of the Closing Date, a fee payable to each Lender with respect to the Revolving Facility equal to 0.25% of the amount of such Lender’s Revolving Commitment under such

Revolving Facility. On each of the date of the closing of the Incremental Facility and on each anniversary of the closing of the Incremental Facility, a fee payable to each Lender with respect to the Incremental Facility equal to 0.25% of the amount of such Lender’s Revolving Commitment under such Incremental Facility; and

(b) Administrative Agent Expenses . On the Closing Date, all Administrative Agent Expenses incurred through the Closing Date, including attorneys’ fees and expenses and, after the Closing Date, all Administrative Agent Expenses, including attorneys’ fees and expenses, as and when they are incurred by Administrative Agent.

2.6 Term . This Agreement shall become effective on the Closing Date and, subject to Section 14.8, shall continue in full force and effect for so long as any Obligations remain outstanding or any Lenders have any obligation to make Credit Extensions under this Agreement. Notwithstanding the foregoing, Administrative Agent shall have the right to terminate any obligation to make Credit Extensions under this Agreement immediately and without notice upon the occurrence and during the continuance of an Event of Default. Notwithstanding termination, Administrative Agent’s Lien on the Collateral shall remain in effect for so long as any Obligations are outstanding.

2.7 Extension of Maturity . Notwithstanding anything contained herein to the contrary, Administrative Agent shall have the right, in its sole and absolute discretion, to extend the Revolving Maturity Date to the tenth day of the month next following the actual Revolving Maturity Date as stated in this Agreement.

2.8 Pro Rata Treatment and Payments.

(a) Each borrowing by Borrowers from the Lenders hereunder, each payment by Borrowers on account of any commitment fee and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Percentages of the relevant Lenders.

(b) Each payment (including prepayments) by Borrowers on account of principal of and interest on the Revolving Line shall be made in accordance with each Lender’s Revolving Percentage of the outstanding principal amounts of the Advances of the Lenders.

(c) All payments (including prepayments) to be made by Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff and shall be made prior to 12:00 noon Eastern time on the due date thereof to the Lenders in Dollars and in immediately available funds. Any payment received by any Lender after 12:00 noon Eastern time shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment hereunder becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day. In the case of any extension of any payment of principal, interest thereon shall be payable at the then applicable rate during such extension.

(d) Unless the Administrative Agent shall have been notified in writing by any Lender prior to the proposed date of any borrowing that such Lender will not make the amount that would constitute its share of such borrowing available to the Borrowers, the Administrative Agent may assume that such Lender has made such amount available to the Borrowers on such date in accordance with Section 2.

(e) Unless the Administrative Agent shall have received notice from Borrowers prior to the proposed date on which any payment is due to the Administrative Agent or the Lenders hereunder that Borrowers will not make such payment, the Administrative Agent may assume that Borrowers have made such payment on such date in accordance herewith. Nothing herein shall be deemed to limit the rights of Administrative Agent or any Lender against any Loan Party.

(f) [Reserved].

(g) The obligations of the Lenders hereunder to (i) make Advances, or (ii) to make payments pursuant to Section 10.7, as applicable, are several and not joint. The failure of any Lender to make any such Loan, to fund any such participation or to make any such payment under Section 10.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 10.7.

(h) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

(i) If at any time insufficient funds are received by and available to any Lender to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first , to pay Administrative Agent Expenses, (ii) second , to pay any fees or expense reimbursements then due to the Lenders from the Borrowers, (iii) third , toward payment of interest and fees, Overadvances then due hereunder, ratably among the parties entitled thereto in accordance with their Revolving Percentages, the amounts of interest and fees, Overadvances then due to such parties, (iv) fourth , toward payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with their Revolving Percentages, (v) fifth , if an Event of Default has occurred and is continuing, to pay an amount to Bank equal to one hundred percent (100%) of outstanding amounts under the Cash Management Sublimit, (vi) sixth , if an Event of Default has occurred and is continuing, to pay an amount to Bank equal to one hundred ten percent (110%) of outstanding amounts under the International Sublimit, and (vii) seventh , to the payment of any other Obligation due to the Administrative Agent or any Lender from the Borrowers or any other Loan Party.

(j) If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the principal of or interest on any Loan made by it or other obligations hereunder, as applicable (other than pursuant to a provision hereof providing for non-pro rata treatment), in excess of its Revolving

Percentage of such payment on account of the Loans or participations obtained by all of the Lenders, such Lender shall (a) notify the Administrative Agent of the receipt of such payment, and (b) within five (5) Business Days of such receipt, purchase (for cash at face value) from the other Lenders (through the Administrative Agent), without recourse, such participations in the Revolving Line made by them, or make such other adjustments as shall be equitable, as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of the other Lenders in accordance with their respective Revolving Percentages; provided, however , that if all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest. Borrowers agree that any Lender so purchasing a participation from another Lender pursuant to this Section may exercise all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of Borrowers in the amount of such participation. No documentation other than notices and the like referred to in this Section shall be required to implement the terms of this Section. The Administrative Agent shall keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased pursuant to this Section and shall in each case notify the Lenders following any such purchase. The provisions of this Section shall not be construed to apply to (i) any payment made by or on behalf of Borrowers pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (ii) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than an assignment to Borrowers or any Affiliate thereof (as to which the provisions of this Section shall apply). Each Borrower consents on behalf of itself and each other Loan Party to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Loan Party in the amount of such participation.

(k) Notwithstanding anything to the contrary in this Agreement, the Administrative Agent may, in its discretion at any time or from time to time, without Borrowers’ request and even if the conditions set forth in Section 3.2 would not be satisfied, make one or more Advances in an amount equal to the portion of the Obligations constituting overdue interest and fees from time to time due and payable to itself, or any Lender, and apply the proceeds of any such Advances to those Obligations; provided that after giving effect to any such Advances, the aggregate outstanding Advances will not exceed the Revolving Line then in effect.

2.9 Illegality; Requirements of Law.

(a) Requirements of Law . If the adoption of or any change in any Requirement of Law or in the administration, interpretation, implementation or application thereof by any Governmental Authority, or the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority made subsequent to the date hereof:

(i) shall subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Loans, loan principal, letters of

credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

(ii) shall impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of or credit extended or participated in by, any Lender; or

(iii) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender;

and the result of any of the foregoing is to increase the cost to such Lender or such other Recipient, or to reduce the amount of any sum receivable or received by such Lender or other Recipient hereunder in respect thereof (whether of principal, interest or any other amount), then, in any such case, upon the request of such Lender or other Recipient, Borrowers will promptly pay such Lender or other Recipient, as the case may be, any additional amount or amounts necessary to compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. If any Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify Borrowers (with a copy to the Administrative Agent) of the event by reason of which it has become so entitled.

(b) If any Lender determines that any change in any Requirement of Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Commitments of such Lender or the Loans made by such Lender, to a level below that which such Lender could have achieved but for such change in such Requirement of Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time Borrowers will pay to such Lender, such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

(c) For purposes of this Agreement, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, or directives thereunder or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case (i) and (ii) be deemed to be a change in any Requirement of Law, regardless of the date enacted, adopted or issued.

(d) A certificate as to any additional amounts payable pursuant to paragraphs (b) or (c) of this Section submitted by any Lender to Borrowers (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof. Failure or delay on the part of any Lender to demand compensation pursuant to this

Section shall not constitute a waiver of such Lender’s right to demand such compensation. Notwithstanding anything to the contrary in this Section, Borrowers shall not be required to compensate a Lender pursuant to this Section for any amounts incurred more than nine months prior to the date that such Lender notifies Borrowers of the change in the Requirement of Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such nine-month period shall be extended to include the period of such retroactive effect. The obligations of Borrowers arising pursuant to this Section shall survive the Discharge of Obligations and the resignation of the Administrative Agent.

2.10 Taxes. For purposes of this Section the term “applicable law” includes FATCA.

(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law and Borrower shall, and shall cause each other Loan Party, to comply with the requirements set forth in this Section. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(b) Payment of Other Taxes . Borrowers shall, and shall cause each other Loan Party to, timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes applicable to such Loan Party.

(c) Evidence of Payments . As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section, Borrowers shall, or shall cause such other Loan Party to, deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(d) Indemnification by Loan Parties . Borrowers shall, and shall cause each other Loan Party to, jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto (including any recording and filing fees with respect thereto or resulting therefrom and any liabilities with respect to, or

resulting from, any delay in paying such Indemnified Taxes), whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error. If any Loan Party fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts or other required documentary evidence, such Loan Party shall indemnify the Administrative Agent and the Lenders for any incremental taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure.

(e) Indemnification by Lenders . Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 14 relating to the maintenance of a Participant Register, and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section.

(f) Status of Lenders .

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrowers and the Administrative Agent, at the time or times reasonably requested by Borrowers or the Administrative Agent, such properly completed and executed documentation reasonably requested by Borrowers or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrowers or the Administrative Agent as will enable Borrowers or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.10(f)(ii)a, 2.10(f)(ii)b, and 2.10(f)(ii)d) below) shall not be required if the Lender is not legally entitled to complete, execute or deliver such documentation or, in the Lender’s reasonable judgment, such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

(ii) Without limiting the generality of the foregoing, in the event that the Borrowers are U.S. Persons,

a. any Lender that is a U.S. Person shall deliver to Borrowers and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrowers or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

b. any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrowers or the Administrative Agent), whichever of the following is applicable:

i. in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed originals of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form) establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

ii. executed copies of IRS Form W-8ECI;

iii. in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit D-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form); or

iv. to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or any successor form), a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-2 or Exhibit D-3 , IRS Form W-9,

and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit D-4 on behalf of each such direct and indirect partner;

c. any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of Borrowers or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and

d. if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrowers and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrowers or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrowers or the Administrative Agent as may be necessary for Borrowers and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause d, “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(iii) Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify Borrowers and the Administrative Agent in writing of its legal inability to do so. Each Foreign Lender shall promptly notify Borrowers at any time it determines that it is no longer in a position to provide any previously delivered certificate to Borrowers (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Foreign Lender shall not be required to deliver any form pursuant to this paragraph that such Foreign Lender is not legally able to deliver.

(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has

been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section, in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival . Each party’s obligations under this Section shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender and the Discharge of Obligations.

2.11 Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.9(a), Section 2.9(b), Section 2.10(a), or Section 2.10(d) with respect to such Lender, it will, if requested by Borrowers, use reasonable efforts (subject to overall policy considerations of such Lender) to designate a different lending office for funding or booking its Loans affected by such event or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Sections 2.9 or 2.10, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender; provided that nothing in this Section shall affect or postpone any of the obligations of Borrowers or the rights of any Lender pursuant to Section 2.9(a), Section 2.9(b), Section 2.10(a), or Section 2.10(d). Borrowers hereby agree to pay all reasonable and documented costs and expenses incurred by any Lender in connection with any such designation or assignment made at the request of Borrowers.

2.12 Substitution of Lenders. Upon the receipt by Borrowers of any of the following (or in the case of clause (a) below, if Borrowers are required to pay any such amount), with respect to any Lender (any such Lender described in clauses (a) through (c) below being referred to as an “Affected Lender” hereunder):

(a) a request from a Lender for payment of Indemnified Taxes or additional amounts under Section 2.10 or of increased costs pursuant to Section 2.9 (and, in any such case, such Lender has declined or is unable to designate a different lending office in accordance with Section 2.11 or is a Non-Consenting Lender);

(b) a notice from the Administrative Agent under Section 14.5(b) that one or more Minority Lenders are unwilling to agree to an amendment or other modification approved by the Required Lenders and the Administrative Agent; or

then Borrowers may, at their sole expense and effort, upon notice to the Administrative Agent and such Affected Lender: (i) request that one or more of the other Lenders acquire and assume all or part of such Affected Lender’s Loans and Commitments and all other Obligations owing to such Affected Lender; or (ii) designate a replacement lending institution (which shall be an Eligible Assignee) to acquire and assume all or a ratable part of such Affected Lender’s Loans and Revolving Commitments and all other Obligations owing to such Affected Lender (the replacing Lender or lender in (i) or (ii) being a “Replacement Lender”); provided , however , that Borrowers shall be liable for the payment upon demand of all costs and other amounts arising as a result of the acquisition of any Affected Lender’s Loan and/or Commitment (or any portion thereof) by a Lender or Replacement Lender, as the case may be; and provided further , however , that if Borrowers elect to exercise such right with respect to any Affected Lender under clause (a) or (b) of this Section, then Borrowers shall be obligated to replace all Affected Lenders under such clauses. The Affected Lender replaced pursuant to this Section shall be required to assign and delegate, without recourse, all of its interests, rights and obligations under this Agreement and the related Loan Documents to one or more Replacement Lenders that so agree to acquire and assume all or a ratable part of such Affected Lender’s Loans and Revolving Commitments and all other Obligations owing to such Affected Lender upon payment to such Affected Lender of an amount (in the aggregate for all Replacement Lenders) equal to 100% of the outstanding principal of the Affected Lender’s Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents from such Replacement Lenders (to the extent of such outstanding principal and accrued interest and fees) or Borrowers (in the case of all other amounts). Any such designation of a Replacement Lender shall be effected in accordance with, and subject to the terms and conditions of, the assignment provisions contained in Section 14 (with the assignment fee to be paid by Borrowers in such instance), and, if such Replacement Lender is not already a Lender hereunder or an Affiliate of a Lender or an Approved Fund, shall be subject to the prior written consent of the Administrative Agent (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, with respect to any assignment pursuant to this Section, (a) in the case of any such assignment resulting from a claim for compensation under Section 2.9 or payments required to be made pursuant to Section 2.10, such assignment shall result in a reduction in such compensation or payments thereafter; (b) such assignment shall not conflict with applicable law and (c) in the case of any assignment resulting from a Lender being a Minority Lender referred to in clause (b) of this Section, the applicable assignee shall have consented to the applicable amendment, waiver or consent. Notwithstanding the foregoing, an Affected Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Affected Lender or otherwise, the circumstances entitling Borrower to require such assignment and delegation cease to apply.

2.13 Defaulting Lenders .

(a) Defaulting Lender Adjustments . Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Waivers and Amendments . Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 14.5 and in the definition of Required Lenders.

(ii) Defaulting Lender Waterfall . Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8 or otherwise, and including any amounts made available to the Administrative Agent by such Defaulting Lender pursuant to Section 14.12), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; second , as Borrowers may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third , if so determined by the Administrative Agent and Borrowers, to be held in a deposit account and released pro rata in order to satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement; fourth , so long as no Default or Event of Default has occurred and is continuing, to the payment of any amounts owing to Borrowers as a result of any judgment of a court of competent jurisdiction obtained by Borrowers against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; and fifth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (A) such payment is a payment of the principal amount of any Loans in respect of which such Defaulting Lender has not fully funded its appropriate share and (B) such Loans were made at a time when the conditions set forth in Section 3.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of such Defaulting Lender until such time as all Loans are held by the Lenders pro rata in accordance with the Revolving Commitments under the applicable Facility. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees . No Defaulting Lender shall be entitled to receive any fee pursuant to Section 2.5 for any period during which such Lender is a Defaulting Lender (and Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to such Defaulting Lender).

(b) Defaulting Lender Cure . If Borrowers and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans to be held on a pro rata basis by the Lenders in accordance with their respective Revolving Percentages, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of Borrowers while such Lender was a Defaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender having been a Defaulting Lender.

(c) Termination of Defaulting Lender . Borrowers may terminate the unused amount of the Revolving Commitment of any Lender that is a Defaulting Lender upon not less than ten (10) Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof), and in such event the provisions of Section 2.13(a)(ii) will apply to all amounts thereafter paid by Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts); provided that (i) no Event of Default shall have occurred and be continuing, and (ii) such termination shall not be deemed to be a waiver or release of any claim Borrowers, the Administrative Agent, or any other Lender may have against such Defaulting Lender.

2.14 Notes. If so requested by any Lender by written notice to the Borrowers (with a copy to the Administrative Agent), the Borrowers shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 14) (promptly after the Borrowers’ receipt of such notice) a Note or Notes to evidence such Lender’s Loans.

3. CONDITIONS OF LOANS.

3.1 Conditions Precedent to Initial Credit Extension. The obligation of the Lenders to make the initial Credit Extension is subject to the condition precedent that Administrative Agent shall have received, in form and substance satisfactory to Administrative Agent, the following:

(a) this Agreement;

(b) a certificate of the Secretary of each Borrower with respect to incumbency and resolutions authorizing the execution and delivery of this Agreement;

(d) an amended and restated intellectual property security agreement;

(a) an amended and restated subordination agreement with Amerisourcebergen Drug Corporation;

(b) an executed copy of the Sinfonia Merger Agreement;

(d) payment of the fees and Administrative Agent Expenses then due specified in Section 2.5 hereof;

(e) current financial statements of Borrowers;

(f) a Quality of Earnings report from EKS&H Capial Advisors, LLC, the results of which shall be satisfactory to Administrative Agent;

(g) a compliance certificate in substantially similar form as Exhibit C;

(h) a legal opinion of Borrowers’ counsel dated as of the Closing Date; and

(i) such other documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate.

3.2 Conditions Precedent to all Credit Extensions. The obligation of the Lenders to make each Credit Extension, including the initial Credit Extension, is further subject to the following conditions:

(a) timely receipt by Administrative Agent of the Advance Request Form as provided in Section 2.1; and

(b) the representations and warranties contained in Section 5 shall be true and correct in all material respects on and as of the date of such Advance Request Form and on the effective date of each Credit Extension as though made at and as of each such date, and no Event of Default shall have occurred and be continuing, or would exist after giving effect to such Credit Extension . The making of each Credit Extension shall be deemed to be a representation and warranty by a Borrower on the date of such Credit Extension as to the accuracy of the facts referred to in this Section 3.2.

4. CREATION OF SECURITY INTEREST.

4.1 Grant of Security Interest. Each Borrower grants and pledges to Administrative Agent on behalf of and for the ratable benefit of the Lenders a continuing security interest in all presently existing and hereafter acquired or arising Collateral in order to secure prompt repayment of any and all Obligations and in order to secure prompt performance by such Borrower of each of its covenants and duties under the Loan Documents . Such security interest constitutes a valid, first priority security interest in the presently existing Collateral, subject to Permitted Liens described in clause (c) of such defined term, and will constitute a

valid, first priority security interest in Collateral, subject to Permitted Liens described in clause (c) of such defined term, acquired after the date hereof.

4.2 Delivery of Additional Documentation Required. Borrowers shall from time to time execute and deliver to Administrative Agent, at the request of Administrative Agent, all Negotiable Collateral, all financing statements and other documents that Administrative Agent may reasonably request, in form satisfactory to Administrative Agent, to perfect and continue the perfection of Administrative Agent’s security interests in the Collateral and in order to fully consummate all of the transactions contemplated under the Loan Documents . Borrowers from time to time may deposit with Administrative Agent specific time deposit accounts to secure specific Obligations . Each Borrower authorizes Administrative Agent to hold such balances in pledge and to decline to honor any drafts thereon or any request by a Borrower or any other Person to pay or otherwise transfer any part of such balances for so long as the Obligations are outstanding.

4.3 Right to Inspect. Administrative Agent (through any of its officers, employees, or agents) shall have the right, upon reasonable prior notice, from time to time during Borrowers’ usual business hours but no more than once a year (unless an Event of Default has occurred and is continuing), to inspect a Borrower’s Books and to make copies thereof and to check, test, and appraise the Collateral in order to verify each Borrower’s financial condition or the amount, condition of, or any other matter relating to, the Collateral.

4.4 Pledge of Shares. Each Borrower hereby pledges, assigns and grants to Administrative Agent on behalf of and for the ratable benefit of the Lenders, a security interest in all the Shares (except that, in the case of all non-domestic Subsidiaries of a Borrower, such pledged Shares shall be limited to sixty-five percent (65%) of the Shares of first-tier non-domestic Subsidiaries), together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, as security for the performance of the Obligations . To the extent Shares are not certificated as of the Closing Date, within ten (10) days of the certification of any Shares, the certificate or certificates for the Shares will be delivered to Administrative Agent, accompanied by an instrument of assignment duly executed in blank by Borrowers . To the extent required by the terms and conditions governing the Shares, Borrowers shall cause the books of each entity whose Shares are part of the Collateral and any transfer agent to reflect the pledge of the Shares . Upon the occurrence and during the continuance of an Event of Default hereunder, Administrative Agent may effect the transfer of any securities included in the Collateral (including but not limited to the Shares) into the name of Administrative Agent and cause new (as applicable) certificates representing such securities to be issued in the name of Administrative Agent or its transferee . Borrowers will execute and deliver such documents, and take or cause to be taken such actions, as Administrative Agent may reasonably request to perfect or continue the perfection of Administrative Agent’s security interest in the Shares . Unless an Event of Default shall have occurred and be continuing, Borrowers shall be entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any

violation of any of such terms . All such rights to vote and give consents, waivers and ratifications shall terminate upon the occurrence and continuance of an Event of Default.

5. REPRESENTATIONS AND WARRANTIES.

Each Borrower represents and warrants as follows:

5.1 Due Organization and Qualification. Each Borrower and each Subsidiary is a corporation duly existing under the laws of its state of incorporation and qualified and licensed to do business in any state in which the conduct of its business or its ownership of property requires that it be so qualified and where failure to so qualify could reasonably be expected to have a Material Adverse Effect.

5.2 Due Authorization; No Conflict. The execution, delivery, and performance of the Loan Documents are within each Borrower’s powers, have been duly authorized, and are not in conflict with nor constitute a breach of any provision contained in a Borrower’s Certificate/Articles of Incorporation or Bylaws, or Certificate of Formation or Operating Agreement, as applicable, nor will they constitute an event of default under any material agreement to which a Borrower is a party or by which a Borrower is bound . As of the date hereof, no Borrower is in default under any material agreement to which it is a party or by which it is bound.

5.3 No Prior Encumbrances. Each Borrower has good and marketable title to its property, free and clear of Liens, except for Permitted Liens.

5.4 Bona Fide Contracts. The Contracts are bona fide existing contracts.

5.5 Merchantable Inventory. All Inventory is in all material respects of good and marketable quality, free from all material defects, except for Inventory for which adequate reserves have been made.

5.6 Intellectual Property Collateral. Each Borrower is the sole owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by a Borrower to its customers in the ordinary course of business . To Borrowers’ knowledge, each of the Patents owned by Borrowers as of the date hereof is valid and enforceable . No part of the Intellectual Property Collateral owned by Borrowers as of the date hereof has been judged invalid or unenforceable, in whole or in part, and no written claim has been made that any part of the Intellectual Property Collateral owned by Borrowers as of the date hereof violates the rights of any third party . Except as set forth in the Schedule, each Borrower’s rights as a licensee of intellectual property do not give rise to more than five percent (5%) of its gross revenue in any given month, including without limitation revenue derived from the sale, licensing, rendering or disposition of any product or service . Except as set forth in the Schedule, no Borrower is a party to, or bound by, any agreement that restricts the grant by such Borrower of a security interest in such Borrower’s rights under such agreement.

5.7 Name; Location of Chief Executive Office. Except as disclosed in the Schedule, no Borrower has done business under any name other than that specified on the signature page hereof . The chief executive office of each Borrower is located at the address

indicated in Section 11 hereof . All of Borrowers’ Inventory and Equipment is located only at the locations set forth in Section 11 hereof.

5.8 Litigation. Except as set forth in the Schedule, there are no actions or proceedings pending by or against a Borrower or any Subsidiary before any court or administrative agency that could reasonably be expected to have a Material Adverse Effect.

5.9 No Material Adverse Change in Financial Statements. All consolidated and consolidating financial statements related to Borrowers and any Subsidiary that Administrative Agent has received from Borrowers fairly present in all material respects Borrowers’ financial condition as of the date thereof and Borrowers’ consolidated and consolidating results of operations for the period then ended . There has not been a material adverse change in the consolidated or the consolidating financial condition of Borrowers since the date of the most recent of such financial statements submitted to Administrative Agent.

5.10 Solvency, Payment of Debts. Each Borrower is solvent and able to pay its debts (including trade debts) as they mature.

5.11 Regulatory Compliance. Each Borrower and each Subsidiary have met the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA, and no event has occurred resulting from a Borrower’s failure to comply with ERISA that could result in Borrower’s incurring any material liability thereunder . No Borrower is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940 . No Borrower is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T and U of the Board of Governors of the Federal Reserve System) . Each Borrower has complied with all the provisions of the Federal Fair Labor Standards Act . No Borrower has violated any statutes, laws, ordinances or rules applicable to it, violation of which could reasonably be expected to have a Material Adverse Effect.

5.12 Environmental Condition. None of Borrowers’ or any Subsidiary’s properties or assets has ever been used by a Borrower or any Subsidiary or, to the best of Borrowers’ knowledge, by previous owners or operators, in the disposal of, or to produce, store, handle, treat, release, or transport, any hazardous waste or hazardous substance other than in accordance with applicable law; to the best of Borrowers’ knowledge, none of Borrowers’ properties or assets has ever been designated or identified in any manner pursuant to any environmental protection statute as a hazardous waste or hazardous substance disposal site, or a candidate for closure pursuant to any environmental protection statute; no lien arising under any environmental protection statute has attached to any revenues or to any real or personal property owned by a Borrower or any Subsidiary; and neither Borrower nor any Subsidiary has received a summons, citation, notice, or directive from the Environmental Protection Agency or any other federal, state or other governmental agency concerning any action or omission by a Borrower or any Subsidiary resulting in the releasing, or otherwise disposing of hazardous waste or hazardous substances into the environment.

5.13 Taxes. Each Borrower and each Subsidiary have filed or caused to be filed all federal and state tax income returns and any other material tax returns required to be filed, and have paid, or have made adequate provision for the payment of, all taxes reflected therein.

5.14 Subsidiaries. Except as set forth on the Schedule, no Borrower owns any stock, partnership interest or other equity securities of any Person, except for Permitted Investments.

5.15 Government Consents. Each Borrower and each Subsidiary have obtained all material consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all governmental authorities that are necessary for the continued operation of such Borrower’s business as currently conducted.

5.16 Accounts. None of a Borrower’s nor any Subsidiary’s operating, depository or investment accounts are maintained or invested with a Person other than Bank, except as permitted under Section 6.8.

5.17 Shares. Each Borrower has full power and authority to create a first lien on the Shares and no disability or contractual obligation exists that would prohibit such Borrower from pledging the Shares pursuant to this Agreement . To Borrowers’ knowledge, there are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect to the Shares . The Shares have been and will be duly authorized and validly issued, and are fully paid and non-assessable . To Borrowers’ knowledge, the Shares are not the subject of any present or threatened suit, action, arbitration, administrative or other proceeding, and no Borrower knows of any reasonable grounds for the institution of any such proceedings.

5.18 Labor Matters. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against any Group Member pending or, to the knowledge of the Borrowers, threatened; (b) hours worked by and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member.

5.19 Capitalization. The Schedule sets forth the beneficial owners of all Capital Stock of the Subsidiaries of the Borrowers, and the amount of Capital Stock held by each such owner, as of the Closing Date.

5.20 OFAC; Sanctions, Etc . None of the Borrowers, any of their Subsidiaries or, to the knowledge of the Borrowers, any director, officer, employee, or controlled Affiliate of the Borrowers or any of its Subsidiaries is a Person that is, or is owned or controlled by Persons that are: (i) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), the U.S. Department of State, or other relevant sanctions authority (collectively, “Sanctions”), or (ii) located, organized or resident in a

country or territory that is, or whose government is, the subject of Sanctions, including, without limitation Crimea, Cuba, Iran, North Korea, Sudan and Syria.

5.21 EEA Financial Institution . No Loan Party is an EEA Financial Institution.

5.22 Full Disclosure . No representation, warranty or other statement made by a Borrower in any certificate or written statement furnished to Administrative Agent contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained in such certificates or statements not misleading.

6. AFFIRMATIVE COVENANTS.

Each Borrower shall do all of the following:

6.1 Good Standing . Each Borrower shall maintain its and each of its Subsidiaries’ corporate existence and good standing in its jurisdiction of incorporation and maintain qualification in each jurisdiction in which it is required under applicable law, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. Each Borrower shall maintain, and shall cause each of its Subsidiaries to maintain, in force all licenses, approvals and agreements, the loss of which could reasonably be expected to have a Material Adverse Effect.

6.2 Government Compliance . Each Borrower shall meet, and shall cause each Subsidiary to meet, the minimum funding requirements of ERISA with respect to any employee benefit plans subject to ERISA. Each Borrower shall comply, and shall cause each Subsidiary to comply, with all statutes, laws, ordinances and government rules and regulations to which it is subject, noncompliance with which could reasonably be expected to have a Material Adverse Effect.

6.3 Financial Statements, Reports, Certificates . Borrowers shall deliver the following to Administrative Agent: (a) as soon as available, but in any event within thirty (30) days after the last day of each fiscal quarter, an aged listings of accounts receivable and accounts payable by invoice date and a deferred revenue report; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrowers’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Administrative Agent and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrowers’ fiscal year, audited consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements of an independent certified public accounting firm reasonably acceptable to Administrative Agent; (d) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by such Borrowers’ board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a

monthly format, approved by Borrowers’ board of directors, and in a form and substance acceptable to Administrative Agent in its reasonable business judgment (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (5) days after such filing; (f) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more; and (g) such budgets, sales projections, operating plans or other financial information as Administrative Agent may reasonably request from time to time.

6.4 Audits . Administrative Agent shall have a right from time to time hereafter to audit a Borrower’s Accounts, Monthly Recurring Revenue and appraise Collateral at such Borrowers’ expense; provided, however that Borrowers shall not pay for more than one such audit every twelve (12) months unless an Event of Default has occurred and is continuing.

6.5 Inventory; Returns . Borrowers shall keep all Inventory in good and marketable condition and free from all material defects, except for Inventory for which adequate reserves have been made. Returns and allowances, if any, as between Borrowers and its account debtors shall be on the same basis and in accordance with the usual customary practices of Borrowers, as they exist at the time of the execution and delivery of this Agreement. Borrowers shall promptly notify Administrative Agent of all returns and recoveries and of all disputes and claims, where the return, recovery, dispute or claim involves more than Five Hundred Thousand Dollars ($500,000).

6.6 Taxes . Borrowers shall make, and shall cause each Subsidiary to make, due and timely payment or deposit of all federal and state income taxes and all other material taxes, including local taxes, assessments, or contributions required of it by law, and will execute and deliver to Administrative Agent, on demand, appropriate certificates attesting to the payment or deposit thereof; and Borrowers will make, and will cause each Subsidiary to make, timely payment or deposit of all tax payments and withholding taxes required of it by applicable laws, including, but not limited to, those laws concerning F.I.C.A., F.U.T.A., state disability, and local, state, and federal income taxes, and will, upon request, furnish Administrative Agent with proof satisfactory to Administrative Agent indicating that such Borrower or a Subsidiary has made such payments or deposits; provided that Borrower or a Subsidiary need not make any payment if the amount or validity of such payment is contested in good faith by appropriate proceedings and is reserved against (to the extent required by GAAP) by Borrowers.

6.7 Insurance .

(a) Borrowers, at their expense, shall keep the Collateral insured against loss or damage by fire, theft, explosion, sprinklers, and all other hazards and risks, and in such amounts, as ordinarily insured against by other owners in similar businesses conducted in the locations where a Borrower’s business is conducted on the date hereof. Borrowers shall also maintain insurance relating to Borrowers’ business, ownership and use of the Collateral in amounts and of a type that are customary to businesses similar to Borrowers’.

(b) All such policies of insurance shall be in such form, with such companies, and in such amounts as are reasonably satisfactory to Administrative Agent. All such policies of property insurance shall contain a lender’s loss payable endorsement, in a form satisfactory to Administrative Agent, showing Administrative Agent as an additional loss payee thereof, and all liability insurance policies shall show the Administrative Agent as an additional insured and shall specify that the insurer must give at least twenty (20) days’ notice to Administrative Agent before canceling its policy for any reason. Upon Administrative Agent’s request, Borrowers shall deliver to Administrative Agent certified copies of such policies of insurance and evidence of the payments of all premiums therefor. All proceeds payable under any such policy shall, at the option of Administrative Agent, be payable to Administrative Agent to be applied on account of the Obligations.

6.8 Accounts . Borrowers shall (i) maintain and shall cause each of their Subsidiaries to maintain its primary depository, operating, and investment accounts with Bank and (ii) endeavor to utilize and shall cause each of their Subsidiaries to endeavor to utilize Bank’s International Banking Division for any international banking services required by Borrowers, including, but not limited to, foreign currency wires, hedges, swaps, FX Contracts, and Letters of Credit. For each deposit, operating, or investment account, other than Immaterial Accounts, that a Borrower maintains outside of Bank, such Borrower shall cause the applicable bank or financial institution at or with which any such account is maintained to execute and deliver an account control agreement or other appropriate instrument in form and substance satisfactory to Administrative Agent. “Immaterial Accounts” shall mean operating, depository or investment accounts with a Person or institution other than Bank as long as the aggregate balance in such Immaterial Accounts does not exceed Ten Thousand Dollars ($10,000) at any time.

6.9 Lockbox and Cash Collateral Account . All proceeds of Accounts shall be deposited into a lockbox or dominion account (the “Cash Collateral Account”) with Bank, pursuant to the terms of such lockbox agreements as Administrative Agent shall reasonably request from time to time (the “Lockbox Agreements”); and Borrowers shall use the Cash Collateral Account address as the remit to and payment address for all proceeds of Accounts. If a Borrower receives any amount despite such instructions, Borrowers shall immediately deliver such payment to Administrative Agent in the form received, except for an endorsement to the order of a Lender and, pending such delivery, shall hold such payment in trust for Administrative Agent. On the same day of clearance of any checks, Administrative Agent shall credit all amounts paid into the Cash Collateral Account to Borrowers’ operating account(s) maintained at Bank. Following an Event of Default that is continuing, Administrative Agent may, in its sole discretion, send requests for verification of Accounts or notify such Borrower’s account debtors of the assignment of such Accounts to Administrative Agent, and take such other actions as set forth in the Lockbox Agreements and credit any and all amounts paid into the Cash Collateral Account first, against any amounts outstanding pertaining to any Advances, and then, of any remaining balance of such amount to Borrowers’ operating account(s). Notwithstanding the foregoing, any payments received at a Borrower’s location shall be promptly deposited to the Cash Collateral Account using Bank’s Smart Deposit Express scanner.

6.10 Financial Covenants .

(a) Minimum Liquidity . The amount of Borrowers’ unrestricted cash balances in its accounts at Bank plus amounts available for draw under the Revolving Facility shall be at least $3,000,000 at all times thereafter.

(b) Maximum Leverage . Commencing with the month ending December 31, 2017, Borrowers shall maintain a Leverage Ratio, measured on a trailing twelve (12) month basis, of less than 2.50:1.00 , measured quarterly.

(c) Minimum EBITDA . Borrowers’ quarterly EBITDA for quarter ending December 31, 2017 and for each calendar quarter thereafter shall be at least 75% of the Board of Directors’ of the Borrowers and the Administrative Agent’s approved plan, including Permitted Acquisitions (and calculated on a pro-forma basis from the Closing Date).

6.11 Intellectual Property Rights .

(a) Borrowers shall promptly give Administrative Agent written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any. Borrowers shall (i) give Administrative Agent not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed, and (ii) prior to the filing of any such applications or registrations, shall execute such documents as Administrative Agent may reasonably request for Administrative Agent to maintain its perfection in such intellectual property rights to be registered by Borrowers, and upon the request of Administrative Agent, shall file such documents simultaneously with the filing of any such applications or registrations. Upon filing any such applications or registrations with the United States Copyright Office, Borrowers shall promptly provide Administrative Agent with (i) a copy of such applications or registrations, without the exhibits, if any, thereto, (ii) evidence of the filing of any documents requested by Administrative Agent to be filed for Administrative Agent to maintain the perfection and priority of its security interest in such intellectual property rights, and (iii) the date of such filing.

(b) Administrative Agent may audit Borrowers’ Intellectual Property Collateral to confirm compliance with this Section, provided such audit may not occur more often than once per year, unless an Event of Default has occurred and is continuing. Administrative Agent shall have the right, but not the obligation, to take, at Borrowers’ sole expense, any actions that Borrowers are required under this Section to take but which Borrowers fail to take, after 15 days’ notice to Borrowers. Borrowers shall reimburse and indemnify Administrative Agent for all costs and expenses incurred in the exercise of its rights under this Section.

6.12 Formation or Acquisition of Subsidiaries . Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary,

Borrowers shall (a) if such Subsidiary is a domestic company, cause such new Subsidiary to provide to Administrative Agent a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or control agreements, all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant Administrative Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Administrative Agent appropriate certificates and powers and financing statements, pledging all (or, as to any non-domestic Subsidiary, 65%) of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Administrative Agent, and (c) provide to Administrative Agent all other documentation in form and substance reasonably satisfactory to Administrative Agent that in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above.

6.13 Notices of Commercial Tort Claims; Event of Default . Without limiting or contradicting any other more specific provision of this Agreement, promptly (and in any event within three (3) Business Days) upon a Borrower becoming aware of the existence of any Default or Event of Default, such Borrower shall give written notice to Administrative Agent of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default. If a Borrower shall acquire a commercial tort claim (as defined in the Code), such Borrower shall promptly notify Administrative Agent in writing of the general details thereof and grant to Administrative Agent in such writing a security interest therein and in the proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Administrative Agent.

6.14 Post Closing Covenants . Within thirty (30) days after the Closing Date or such later time as determined by Administrative Agent in its reasonable discretion, the Borrowers shall use commercially reasonable efforts to deliver to Administrative Agent, in form and substance satisfactory to Administrative Agent, (i) an amendment to that certain Master Services Agreement dated as of May 14, 2014, by and between Involta, LLC and Sinfonia Healthcare Corporation (the “Master Services Agreement”), terminating and releasing Involta, LLC’s security interest upon all of Sinfonia Healthcare Corporation’s equipment, personal property and substitutions made thereof, kept or used in Involta, LLC’s facilities, and (ii) a bailee’s waiver and consent in favor of Administrative Agent, together with the duly executed original signatures thereto, for Sinfonia Healthcare Corporation’s leased locations identified in the Master Services Agreement.

6.15 Further Assurances . At any time and from time to time Borrowers shall execute and deliver such further instruments and take such further action as may reasonably be requested by Administrative Agent to effect the purposes of this Agreement.

7. NEGATIVE COVENANTS.

Borrowers will not do any of the following:

7.1 Dispositions . Convey, sell, lease, transfer or otherwise dispose of (collectively, a “Transfer”), or permit any of its Subsidiaries to Transfer, all or any part of its

business or property, other than: (i) Transfers of Inventory in the ordinary course of business; (ii) Transfers of non-exclusive licenses and similar arrangements for the use of the property of a Borrower or its Subsidiaries in the ordinary course of business; (iii) Transfers of worn-out or obsolete Equipment; or (iv) Transfers among Loan Parties.

7.2 Change in Business or Executive Office . Engage in any business, or permit any of its Subsidiaries to engage in any business, other than the businesses currently engaged in by Borrowers and any business substantially similar or related thereto (or incidental thereto); or cease to conduct business in the manner conducted by Borrowers as of the Closing Date; or without thirty (30) days prior written notification to Administrative Agent, relocate its chief executive office or state of incorporation or change its legal name; or without Administrative Agent’s prior written consent, change the date on which its fiscal year ends.

7.3 Change in Control/Mergers or Acquisitions . (i) Merge or consolidate, or permit any of its Subsidiaries to merge or consolidate, with or into any other business organization, or acquire, or permit any of its Subsidiaries to acquire, all or substantially all of the capital stock or property of another Person, other than Permitted Acquisitions; or (ii) suffer or permit a Change in Control; provided however, only advance written notice to Administrative Agent will be required for any action restricted by this Section 7.3 if all Obligations are paid in full in cash out of the proceeds of the initial closing of such action and such payment is listed as a condition to the consummation of such action. Notwithstanding the foregoing, a Subsidiary may merge or consolidate with or into another Borrower with written notice to Administrative Agent.

7.4 Indebtedness . Create, incur, assume or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness.

7.5 Encumbrances . Create, incur, assume or suffer to exist any Lien with respect to any of its property (including without limitation, its Intellectual Property Collateral), or assign or otherwise convey any right to receive income, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, or agree with any Person other than Administrative Agent not to grant a security interest in, or otherwise encumber, any of its property (including without limitation, its Intellectual Property Collateral), or permit any Subsidiary to do so.

7.6 Distributions . Pay any dividends or make any other distribution or payment on account of or in redemption, retirement or purchase of any capital stock, or permit any of its Subsidiaries to do so, except that (i) Parent may repurchase the stock of former employees pursuant to stock repurchase agreements as long as an Event of Default does not exist prior to such repurchase or would not exist after giving effect to such repurchase; (ii) Subsidiaries may pay any dividend or make any other distribution to its equityholders; and (iii) Parent may redeem shares of its (i) preferred stock to the extent it is required to do so under its certificate of incorporation (as in effect on the Closing Date), and (ii) common stock up to an aggregate amount of $5,000,000, so long as (x) at the time of any such repurchase, an Event of Default has not occurred and is continuing, and (y) such redemptions are fully funded with new cash proceeds received by Parent from the sale and issuance of its capital stock.

7.7 Investments . Directly or indirectly acquire or own, or make any Investment in or to any Person, or permit any of its Subsidiaries so to do, other than Permitted Investments; or maintain or invest any of its property with a Person other than Bank or permit any of its Subsidiaries to do so unless such Person has entered into an account control agreement with Administrative Agent (to the extent required by Section 6.8 hereof) in form and substance satisfactory to Administrative Agent; or suffer or permit any Subsidiary to be a party to, or be bound by, an agreement that restricts such Subsidiary from paying dividends or otherwise distributing property to Borrowers.

7.8 Transactions with Affiliates . Directly or indirectly enter into or permit to exist any material transaction with any Affiliate of Borrowers except for transactions that are in the ordinary course of Borrowers’ business, upon fair and reasonable terms that are no less favorable to Borrowers than would be obtained in an arm’s length transaction with a non-affiliated Person.

7.9 Subordinated Debt . Make any payment in respect of any Subordinated Debt, or permit any of its Subsidiaries to make any such payment, except in compliance with the terms of such Subordinated Debt, or amend any provision contained in any documentation relating to the Subordinated Debt, other than any amendment reducing the interest rate of such Subordinated Debt or extending the time for any payment of principal or interest under such Subordinated Debt, without Administrative Agent’s prior written consent.

7.10 Inventory and Equipment . Store the Inventory or the Equipment with a bailee, warehouseman, or other third party unless the third party has been notified of Administrative Agent’s security interest and Administrative Agent (a) has received an acknowledgment from the third party that it is holding or will hold the Inventory or Equipment for Administrative Agent’s benefit or (b) is in pledge possession of the warehouse receipt, where negotiable, covering such Inventory or Equipment. Store or maintain any Equipment or Inventory at a location other than the location set forth in Section 11 of this Agreement.

7.11 Compliance . Become an “investment company” or be controlled by an “investment company,” within the meaning of the Investment Company Act of 1940, or become principally engaged in, or undertake as one of its important activities, the business of extending credit for the purpose of purchasing or carrying margin stock, or use the proceeds of any Credit Extension for such purpose. Fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, to occur, fail to comply with the Federal Fair Labor Standards Act or violate any law or regulation, which violation could have a Material Adverse Effect, or a material adverse effect on the Collateral or the priority of Administrative Agent’s Lien on the Collateral, or permit any of its Subsidiaries to do any of the foregoing.

7.12 Capital Expenditures . Make or contract to make, without Administrative Agent’s prior written consent, capital expenditures (excluding growth capitalized software development cost and tenant leasehold improvements provided by landlords) in any fiscal year in excess of $5,000,000 or incur liability for rentals of property (including both real and personal property) in an amount which, together with capital expenditures, shall in any fiscal year exceeds such sum.

8. EVENTS OF DEFAULT.

Any one or more of the following events shall constitute an Event of Default by Borrowers under this Agreement:

8.1 Payment Default . If Borrowers fail to pay, when due, any of the Obligations; provided , however , if such failure was due to the Administrative Agent’s failure to send out a materially correct notice of amounts due, the Borrowers shall have two (2) days from receipt of notice to make such payment.

8.2 Covenant Default .

(a) If a Borrower fails to perform any obligation under Article 6 (other than Sections 6.1, 6.2, 6.5, or 6.11(a)) or violates any of the covenants contained in Article 7 of this Agreement; or

(b) If a Borrower fails or neglects to perform or observe any other material term, provision, condition, covenant contained in this Agreement, in any of the Loan Documents, or in any other present or future agreement between a Borrower and Administrative Agent and as to any default under such other term, provision, condition or covenant that can be cured, has failed to cure such default within ten days after a Borrower receives notice thereof or any officer of a Borrower becomes aware thereof; provided, however, that if the default cannot by its nature be cured within the ten day period or cannot after diligent attempts by Borrowers be cured within such ten day period, and such default is likely to be cured within a reasonable time, then Borrowers shall have an additional reasonable period (which shall not in any case exceed 30 days) to attempt to cure such default, and within such reasonable time period the failure to have cured such default shall not be deemed an Event of Default but no Credit Extensions will be made.

8.3 Material Adverse Effect . If there occurs any circumstance or circumstances that could have a Material Adverse Effect.

8.4 Attachment . If any portion of a Borrower’s assets is attached, seized, subjected to a writ or distress warrant, or is levied upon, or comes into the possession of any trustee, receiver or person acting in a similar capacity and such attachment, seizure, writ or distress warrant or levy has not been removed, discharged or rescinded within ten (10) days, or if a Borrower is enjoined, restrained, or in any way prevented by court order from continuing to conduct all or any material part of its business affairs, or if a judgment or other claim becomes a lien or encumbrance upon any portion of a Borrower’s assets, or if a notice of lien, levy, or assessment is filed of record with respect to any of a Borrower’s assets by the United States Government, or any department, agency, or instrumentality thereof, or by any state, county, municipal, or governmental agency, and the same is not paid within ten (10) days after a Borrower receives notice thereof, provided that none of the foregoing shall constitute an Event of Default where such action or event is stayed or an adequate bond has been posted pending a good faith contest by Borrowers (provided that no Credit Extensions will be required to be made during such cure period).

8.5 Insolvency . If a Borrower becomes insolvent, or if an Insolvency Proceeding is commenced by a Borrower, or if an Insolvency Proceeding is commenced against a Borrower and is not dismissed or stayed within forty five (45) days (provided that no Credit Extensions will be made prior to the dismissal of such Insolvency Proceeding).

8.6 Other Agreements . If there is a default or other failure to perform in any agreement to which a Borrower is a party or by which it is bound resulting in a right by a third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amount in excess of Five Hundred Thousand Dollars ($500,000) or which could have a Material Adverse Effect.

8.7 Judgments . If a judgment or judgments for the payment of money in an amount, individually or in the aggregate, of at least Five Hundred Thousand Dollars ($500,000)) shall be rendered against a Borrower and shall remain unsatisfied and unstayed for a period of thirty (30) days (provided that no Credit Extensions will be made prior to the satisfaction or stay of such judgment).

8.8 Misrepresentations . If any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth herein or in any certificate delivered to Administrative Agent by any Responsible Officer pursuant to this Agreement or to induce Administrative Agent to enter into this Agreement or any other Loan Document.

8.9 ERISA Event. There shall occur one or more ERISA Events which individually or in the aggregate results in or otherwise is associated with liability of any Borrower or any of its Subsidiaries or any ERISA Affiliate thereof in excess of Five Hundred Thousand Dollars ($500,000) during the term of this Agreement; or there exists an amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities) which exceeds Five Hundred Thousand Dollars ($500,000).

8.10 Guaranty . If any guaranty of all or a portion of the Obligations (a “Guaranty”) ceases for any reason to be in full force and effect, or any guarantor fails to perform any obligation under any Guaranty or a security agreement securing any Guaranty (collectively, the “Guaranty Documents”), or any event of default occurs under any Guaranty Document or any guarantor revokes or purports to revoke a Guaranty, or any material misrepresentation or material misstatement exists now or hereafter in any warranty or representation set forth in any Guaranty Document or in any certificate delivered to Administrative Agent in connection with any Guaranty Document, or if any of the circumstances described in Sections 8.3 through 8.9 occur with respect to any guarantor or any guarantor dies or becomes subject to any criminal prosecution, or any circumstances arise causing Administrative Agent, in good faith, to become insecure as to the satisfaction of any of any guarantor’s obligations under the Guaranty Documents.

9. RIGHTS AND REMEDIES OF ADMINISTRATIVE AGENT AND THE LENDERS.

9.1 Rights and Remedies . Upon the occurrence and during the continuance of an Event of Default, Administrative Agent may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrowers and the Lenders:

(a) Declare all or any portion of Obligations, whether evidenced by this Agreement, by any of the other Loan Documents, or otherwise, immediately due and payable (provided that upon the occurrence of an Event of Default described in Section 8.5, all Obligations shall become immediately due and payable without any action by Administrative Agent);

(b) Cease advancing money or extending credit to or for the benefit of Borrowers under this Agreement or under any other agreement between Borrowers and Administrative Agent;

(c) Settle or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that Administrative Agent reasonably considers advisable;

(d) Make such payments and do such acts as Administrative Agent considers necessary or reasonable to protect its security interest in the Collateral. Borrowers agree to assemble the Collateral if Administrative Agent so requires, and to make the Collateral available to Administrative Agent as Administrative Agent may designate. Each Borrower authorizes Administrative Agent to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Administrative Agent’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of a Borrower’s owned premises, each Borrower hereby grants Administrative Agent a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Administrative Agent’s rights or remedies provided herein, at law, in equity, or otherwise;

(e) Set off and apply to the Obligations any and all (i) balances and deposits of Borrowers held by Administrative Agent, or (ii) indebtedness at any time owing to or for the credit or the account of Borrowers held by Administrative Agent;

(f) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Administrative Agent is hereby granted a license or other right, solely pursuant to the provisions of this Section 9.1, to use, without charge, a Borrower’s labels, Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks, and advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Administrative Agent’s

exercise of its rights under this Section 9.1, Borrowers’ rights under all licenses and all franchise agreements shall inure to Administrative Agent’s benefit;

(g) Dispose of the Collateral by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Borrowers’ premises) as Administrative Agent determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Administrative Agent deems appropriate;

(h) Administrative Agent may credit bid and purchase at any public sale; and

(i) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrowers.

9.2 Power of Attorney . Effective only upon the occurrence and during the continuance of an Event of Default, each Borrower hereby irrevocably appoints Administrative Agent (and any of Administrative Agent’s designated officers, or employees) as such Borrower’s true and lawful attorney to: (a) send requests for verification of Accounts or notify account debtors of Administrative Agent’s security interest in the Accounts; (b) endorse such Borrower’s name on any checks or other forms of payment or security that may come into Administrative Agent’s possession; (c) sign such Borrower’s name on any invoice or bill of lading relating to any Account, drafts against account debtors, schedules and assignments of Accounts, verifications of Accounts, and notices to account debtors; (d) dispose of any Collateral; (e) make, settle, and adjust all claims under and decisions with respect to such Borrower’s policies of insurance; (f) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Administrative Agent determines to be reasonable; and (g) to file, in its sole discretion, one or more financing or continuation statements and amendments thereto, relative to any of the Collateral. The appointment of Administrative Agent as each Borrower’s attorney in fact, and each and every one of Administrative Agent’s rights and powers, being coupled with an interest, is irrevocable until all of the Obligations have been fully repaid and performed and Administrative Agent’s obligation to provide Credit Extensions hereunder is terminated.

9.3 Accounts Collection . At any time after the occurrence and during the continuance of an Event of Default, Administrative Agent may notify any Person owing funds to Borrowers of Administrative Agent’s security interest in such funds and verify the amount of such Account. Borrowers shall collect for Administrative Agent all amounts owing to Borrowers, receive in trust all such payments as Administrative Agent’s trustee, and immediately deliver such payments to Administrative Agent in their original form as received from the account debtor, with proper endorsements for deposit.

9.4 Administrative Agent Expenses . If Borrowers fail to pay any amounts or furnish any required proof of payment due to third persons or entities, as required under the terms of this Agreement, then Administrative Agent may do any or all of the following after reasonable notice to Borrowers: (a) make payment of the same or any part thereof; (b) set up such reserves under the a loan facility in Section 2.1 as Administrative Agent deems necessary to

protect Administrative Agent and the Lenders from the exposure created by such failure; or (c) obtain and maintain insurance policies of the type discussed in Section 6.7 of this Agreement, and take any action with respect to such policies as Administrative Agent deems prudent. Any amounts so paid or deposited by Administrative Agent shall constitute Administrative Agent Expenses, shall be immediately due and payable, and shall bear interest at the then applicable rate hereinabove provided, and shall be secured by the Collateral. Any payments made by Administrative Agent shall not constitute an agreement by Administrative Agent to make similar payments in the future or a waiver by Administrative Agent of any Event of Default under this Agreement.

9.5 Administrative Agent’s Liability for Collateral . So long as Administrative Agent complies with reasonable banking practices, Administrative Agent shall not in any way or manner be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage thereto occurring or arising in any manner or fashion from any cause; (c) any diminution in the value thereof; or (d) any act or default of any carrier, warehouseman, bailee, forwarding agency, or other person whomsoever. All risk of loss, damage or destruction of the Collateral shall be borne by Borrowers.

9.6 Shares . Borrowers recognize that Administrative Agent may be unable to effect a public sale of any or all the Shares, by reason of certain prohibitions contained in federal securities laws and applicable state and provincial securities laws or otherwise, and may be compelled to resort to one or more private sales thereof to a restricted group of purchasers which will be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Borrowers acknowledge and agree that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Administrative Agent shall be under no obligation to delay a sale of any of the Shares for the period of time necessary to permit the issuer thereof to register such securities for public sale under federal securities laws or under applicable state and provincial securities laws, even if such issuer would agree to do so. Upon the occurrence of an Event of Default which continues, Administrative Agent shall have the right to exercise all such rights as a secured party under the Code as it, in its sole judgment, shall deem necessary or appropriate, including without limitation the right to liquidate the Shares and apply the proceeds thereof to reduce the Obligations. Effective only upon the occurrence and during the continuance of an Event of Default, each Borrower hereby irrevocably appoints Administrative Agent (and any of Administrative Agent’s designated officers, or employees) as such Borrower’s true and lawful attorney to enforce such Borrower’s rights against any Subsidiary, including the right to compel any Subsidiary to make to Administrative Agent or a Borrower any payments or distributions respecting the Shares which are owing to such Borrower.

9.7 Remedies Cumulative . Administrative Agent’s and the Lenders’ rights and remedies under this Agreement, the Loan Documents, and all other agreements shall be cumulative. Administrative Agent for itself and on behalf of the Lenders shall have all other rights and remedies not inconsistent herewith as provided under the Code, by law, or in equity. No exercise by Administrative Agent or any Lender of one right or remedy shall be deemed an election, and no waiver by Administrative Agent or any Lender of any Event of Default on a

Borrower’s part shall be deemed a continuing waiver. No delay by Administrative Agent or any Lender shall constitute a waiver, election, or acquiescence by it. No waiver by Administrative Agent or any Lender shall be effective unless made in a written document signed on behalf of Administrative Agent and/or such Lender and then shall be effective only in the specific instance and for the specific purpose for which it was given.

9.8 Demand; Protest . Each Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees at any time held by Administrative Agent on which Borrowers may in any way be liable.

10. The Administrative Agent.

10.1 Appointment and Authority.

(a) Each of the Lenders hereby irrevocably appoints Bank to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto.

(b) The provisions of Section 10 are solely for the benefit of the Administrative Agent and the Lenders, and neither any Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities to any Lender or any other Person, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

(c) The Administrative Agent shall also act as the collateral agent under the Loan Documents and each of the other Lenders (in their respective capacities as a Lender) hereby irrevocably (i) authorize the Administrative Agent to enter into all other Loan Documents, and (ii) appoint and authorize the Administrative Agent to act as the agent of the Lenders for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. The Administrative Agent, as collateral agent and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 10.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted hereunder and under any of the other Loan Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to

the benefits of all provisions of this Section and Section 14 (including Section 10.7, as though such co-agents, sub-agents and attorneys-in-fact were the collateral agent under the Loan Documents) as if set forth in full herein with respect thereto. Without limiting the generality of the foregoing, the Administrative Agent is further authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action, or permit any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent to take any action, with respect to any Collateral or the Loan Documents which may be necessary to perfect and maintain perfected the Liens upon any Collateral granted pursuant to any Loan Document.

10.2 Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Section shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities provided for herein as well as activities as the Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub agents.

10.3 Exculpatory Provisions. The Administrative Agent shall have no duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent shall not:

(a) be subject to any fiduciary or other implied duties, regardless of whether any Default or any Event of Default has occurred and is continuing;

(b) have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), as applicable; provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Laws or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Laws; and

(c) except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and the Administrative Agent shall not be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is

communicated to or obtained by any Person serving as the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 9 and 14.5), or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment.

The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Section 3.1, Section 3.2 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

10.4 Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, FX Contracts or the provision of Cash Management Services, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan or the issuance of such Letter of Credit, FX Contracts or the provision of Cash Management Services. The Administrative Agent may consult with legal counsel (who may be counsel for any of the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. The Administrative Agent may deem and treat the payee of any note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from

acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or such other number or percentage of Lenders as shall be provided for herein or in the other Loan Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon the Lenders and all future holders of the Loans.

10.5 Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any default or Event of Default unless the Administrative Agent has received notice in writing from a Lender or Borrower referring to this Agreement, describing such default or Event of Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such default or Event of Default as it shall deem advisable in the best interest of the lenders, or, if so specified by this Agreement, as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action or refrain from taking such action with respect to such default or Event of Default as it shall deem advisable in the best interests of the Lenders.

10.6 Non-Reliance on Administrative Agent and Other Lenders. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys in fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent hereafter taken, including any review of the affairs of a Group Member or any affiliate of a Group Member, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Group Members and their affiliates and made its own credit analysis and decision to make its Loans hereunder and enter into this Agreement. Each Lender also agrees that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, the other Loan Documents or any related agreement or any document furnished hereunder or thereunder, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Group Members and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall have no duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Group Member or any Affiliate of a Group Member that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliates.

10.7 Indemnification. Each of the Lenders agrees to indemnify each of the Administrative Agent and each of its Related Parties in its capacity as such (to the extent not

reimbursed by Borrowers or any other Loan Party pursuant to any Loan Document and without limiting the obligation of Borrowers or any other Loan Party to do so) according to its Aggregate Exposure Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Revolving Commitments shall have terminated and the Loans shall have been paid in full, in accordance with its Aggregate Exposure Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent or such other Person in any way relating to or arising out of, the Revolving Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent or such other Person under or in connection with any of the foregoing and any other amounts not reimbursed by Borrowers or such other Loan Party; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from the Administrative Agent’s or such other Person’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

10.8 Agent in Its Individual Capacity. The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrowers or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

10.9 Successor Administrative Agent .

(a) Administrative Agent may at any time give notice of its resignation to the Lenders and Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrowers, to appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above and be an Eligible Assignee. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

(b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to Borrowers and such Person remove such

Person as Administrative Agent and, in consultation with Borrowers, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed and such collateral security is assigned to such successor Administrative Agent) and (ii) except for any indemnity payments owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Administrative Agent (other than any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrowers to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of Section 10 and Section 14.2, 14.8, 14.10, 14.10, 14.11, and 14.12 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Administrative Agent was acting as the Administrative Agent.

10.10 Collateral and Guaranty Matters .

(a) The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,

(i) to release any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document (1) upon the Discharge of Obligations, (2) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (3) subject to Section 14.4, if approved, authorized or ratified in writing by the Required Lenders;

(ii) to subordinate any Lien on any Collateral or other property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by clause (c) of the definition of Permitted

Liens; and to release any guarantor from its obligations under any guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents;

(b) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any guarantor from its obligations under any guaranty; and

(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

10.11 Administrative Agent May File Proofs of Claim. In case of the pendency of any proceeding under any Debtor Relief Laws or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on Borrower) shall be entitled and empowered (but not obligated), by intervention in such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable to have the claims of the Lenders and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders and the Administrative Agent under Sections 2.5, 14.2, 14.8, 14.10, 14.10, 14.11, and 14.12) allowed in such judicial proceeding; and

(b) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.5, 14.2 , 14.8, 14.10, 14.10, 14.11, and 14.12.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender to

authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

10.12 No Other Duties, Etc. Anything herein to the contrary notwithstanding, none of the “Bookrunners”, “Arrangers” or “Lead Arrangers” that may be listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent or a Lender hereunder.

10.13 Survival. This Section shall survive the Discharge of Obligations.

11. NOTICES .

All notices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier of actual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by electronic mail or facsimile transmission; (c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to the address, facsimile number, or email address indicated below . Administrative Agent or a Borrower may change its mailing or electronic mail address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10.

If to Borrowers: Tabula Rasa Healthcare, Inc.
228 Strawbridge Drive
Moorestown, NJ 08057
Attn: Brian Adams, CFO
FAX: (856) 273-0254
EMAIL: badams@carekinesis.com

Morgan, Lewis & Bockius
1701 Market Street
Philadelphia, PA 19103-2921
Attn: Jeffrey P. Bodle
FAX: (215) 963-5001
EMAIL: jeffrey.bodle@morganlewis.com

If to Administrative

Agent: WESTERN ALLIANCE BANK
55 Almaden Blvd.
San Jose, CA 95113
Attn: Note Department
FAX: (408) 282-1681
EMAIL: notedepartment@bridgebank.com

and

WESTERN ALLIANCE BANK
12011 Sunset Hills Road, Suite 425
Reston, VA 20190
Attn: Brian McCabe, Vice President
FAX: (703) 964-1620
EMAIL: brian.mccabe@bridgebank.com

The parties hereto may change the address at which they are to receive notices hereunder, by notice in writing in the foregoing manner given to the other.

12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.

This Agreement and all other Loan Documents (except as otherwise expressly provided in any of the Loan Documents) shall be governed by, and construed in accordance with, the internal laws of the State of California, without regard to principles of conflicts of law. Borrowers, Administrative Agent and the Lenders each hereby submits to the exclusive jurisdiction of the state and Federal courts located in the County of Santa Clara, State of California. BORROWERS, ADMINISTRATIVE AGENT AND THE LENDERS EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. This Section shall survive the Discharge of Obligations.

13. JUDICIAL REFERENCE PROVISION.

13.1 In the event the jury trial waiver set forth above is not enforceable, the parties elect to proceed under this judicial reference provision.

13.2 With the exception of the items specified in Section 13.3, below, any controversy, dispute or claim (each, a “Claim”) between the parties arising out of or relating to this Agreement or any other Loan Document, will be resolved by a reference proceeding in California in accordance with the provisions of Sections 638 et seq. of the California Code of Civil Procedure (“CCP”), or their successor sections, which shall constitute the exclusive remedy for the resolution of any Claim, including whether the Claim is subject to the reference proceeding. Except as otherwise provided in the Loan Documents, venue for the reference proceeding will be in the state or federal court in the county or district where the real property involved in the action, if any, is located or in the state or federal court in the county or district where venue is otherwise appropriate under applicable law (the “Court”).

13.3 The matters that shall not be subject to a reference are the following: (i) nonjudicial foreclosure of any security interests in real or personal property, (ii) exercise of self-help remedies (including, without limitation, set-off), (iii) appointment of a receiver, and (iv) temporary, provisional or ancillary remedies (including, without limitation, writs of attachment, writs of possession, temporary restraining orders or preliminary injunctions). This reference provision does not limit the right of any party to exercise or oppose any of the rights and remedies described in clauses (i) and (ii) or to seek or oppose from a court of competent jurisdiction any of the items described in clauses (iii) and (iv). The exercise of, or opposition to, any of those items does not waive the right of any party to a reference pursuant to this reference provision as provided herein.

13.4 The referee shall be a retired judge or justice selected by mutual written agreement of the parties. If the parties do not agree within ten (10) days of a written request to do so by any party, then, upon request of any party, the referee shall be selected by the Presiding Judge of the Court (or his or her representative). A request for appointment of a referee may be heard on an ex parte or expedited basis, and the parties agree that irreparable harm would result if ex parte relief is not granted. Pursuant to CCP § 170.6, each party shall have one peremptory challenge to the referee selected by the Presiding Judge of the Court (or his or her representative).

13.5 The parties agree that time is of the essence in conducting the reference proceedings. Accordingly, the referee shall be requested, subject to change in the time periods specified herein for good cause shown, to (i) set the matter for a status and trial-setting conference within fifteen (15) days after the date of selection of the referee, (ii) if practicable, try all issues of law or fact within one hundred twenty (120) days after the date of the conference and (iii) report a statement of decision within twenty (20) days after the matter has been submitted for decision.

13.6 The referee will have power to expand or limit the amount and duration of discovery. The referee may set or extend discovery deadlines or cutoffs for good cause, including a party’s failure to provide requested discovery for any reason whatsoever. Unless otherwise ordered based upon good cause shown, no party shall be entitled to “priority” in conducting discovery, depositions may be taken by either party upon seven (7) days written notice, and all other discovery shall be responded to within fifteen (15) days after service. All disputes relating to discovery which cannot be resolved by the parties shall be submitted to the referee whose decision shall be final and binding.

13.7 Except as expressly set forth herein, the referee shall determine the manner in which the reference proceeding is conducted including the time and place of hearings, the order of presentation of evidence, and all other questions that arise with respect to the course of the reference proceeding. All proceedings and hearings conducted before the referee, except for trial, shall be conducted without a court reporter, except that when any party so requests, a court reporter will be used at any hearing conducted before the referee, and the referee will be provided a courtesy copy of the transcript. The party making such a request shall have the obligation to arrange for and pay the court reporter. Subject to the referee’s power to award costs to the prevailing party, the parties will equally share the cost of the referee and the court reporter at trial.

13.8 The referee shall be required to determine all issues in accordance with existing case law and the statutory laws of the State of California. The rules of evidence applicable to proceedings at law in the State of California will be applicable to the reference proceeding. The referee shall be empowered to enter equitable as well as legal relief, enter equitable orders that will be binding on the parties and rule on any motion which would be authorized in a court proceeding, including without limitation motions for summary judgment or summary adjudication. The referee shall issue a decision at the close of the reference proceeding which disposes of all claims of the parties that are the subject of the reference. Pursuant to CCP § 644, such decision shall be entered by the Court as a judgment or an order in the same manner as if the action had been tried by the Court and any such decision will be final, binding and conclusive. The parties reserve the right to appeal from the final judgment or order or from any appealable decision or order entered by the referee. The parties reserve the right to findings of fact, conclusions of laws, a written statement of decision, and the right to move for a new trial or a different judgment, which new trial, if granted, is also to be a reference proceeding under this provision.

13.9 If the enabling legislation which provides for appointment of a referee is repealed (and no successor statute is enacted), any dispute between the parties that would otherwise be determined by reference procedure will be resolved and determined by arbitration. The arbitration will be conducted by a retired judge or justice, in accordance with the California Arbitration Act §1280 through § 1294.2 of the CCP as amended from time to time. The limitations with respect to discovery set forth above shall apply to any such arbitration proceeding.

13.10 THE PARTIES RECOGNIZE AND AGREE THAT ALL CONTROVERSIES, DISPUTES AND CLAIMS RESOLVED UNDER THIS REFERENCE PROVISION WILL BE DECIDED BY A REFEREE AND NOT BY A JURY. AFTER CONSULTING (OR HAVING HAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS, HIS OR HER OWN CHOICE, EACH PARTY KNOWINGLY AND VOLUNTARILY, AND FOR THE MUTUAL BENEFIT OF ALL PARTIES, AGREES THAT THIS REFERENCE PROVISION WILL APPLY TO ANY CONTROVERSY, DISPUTE OR CLAIM BETWEEN OR AMONG THEM ARISING OUT OF OR IN ANY WAY RELATED TO, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS.

14. GENERAL PROVISIONS.

14.1 Successors and Assigns; Participations and Assignments .

(a) Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrowers nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender, and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of Section 14.1(e) (and any other

attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders . Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Revolving Commitments and the Loans at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:

(i) Minimum Amounts .

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments and/or the Loans at the time owing to it (in each case with respect to any Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and

(B) in any case not described in paragraph (b)(i)(A) of this Section, the aggregate amount of the Revolving Commitments (which for this purpose includes Loans outstanding thereunder) or, if the applicable Revolving Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date) shall not be less than Five Million Dollars ($5,000,000) unless each of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be unreasonably withheld or delayed).

(ii) Proportionate Amounts . Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans and/or the Revolving Commitments assigned, except that this clause (ii) shall not prohibit any Lender from assigning all or a portion of its rights and obligations among separate Facilities on a non-pro rata basis.

(iii) Required Consents . No consent shall be required for any assignment by a Lender except to the extent required by paragraph (b)(i)(B) of this Section and, in addition:

(A) the consent of the Borrowers (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a Default or an Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrowers shall be deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof; and

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments in respect of the Revolving Facility if such assignment is to a Person that is not a Lender with a Revolving Commitment in respect of such Facility, an Affiliate of such Lender or an Approved Fund with respect to such Lender.

(iv) Assignment and Assumption . The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of Three Thousand Five Hundred Dollars ($3,500); provided that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment . The assignee, if it is not a Lender, shall deliver to the Administrative Agent any such administrative questionnaire as the Administrative Agent may request.

(v) No Assignment to Certain Persons . No such assignment shall be made to (A) a Loan Party or any of a Loan Party’s Affiliates or Subsidiaries, or (B) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (B).

(vi) No Assignment to Natural Persons . No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust established for, or owned and operated for the primary benefit of, a natural Person).

(vii) Certain Additional Payments . In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrowers and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, and each Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans in accordance with its Revolving Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under

applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.9, 2.10, 14.2, 14.8, 14.10, 14.11, 14.12, and 14.13 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

(c) Register . The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Revolving Commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrowers and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations . Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person, a holding company, investment vehicle or trust established for, or owned and operated for the primary benefit of, a natural Person or any Loan Party or any of any Loan Party’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Revolving Commitments and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrowers, the Administrative Agent, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnities under Sections 2.10(e) and 10.7 with respect to any payments made by such Lender to its Participant(s).

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver which affects such Participant and for which the consent of such Lender is required (as described in Section 14.5). The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.9 and 2.10 (subject to the requirements and limitations therein, including the requirements under Section 2.10(f) (it being understood that the documentation required under Section 2.10(f) shall be delivered to such Participant)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 14.1(b); provided that such Participant (A) agrees to be subject to the provisions of Section 2.12 as if it were an assignee under Section 14.1(b); and (B) shall not be entitled to receive any greater payment under Sections 2.9 and 2.10, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in any Requirement of Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation agrees, at the Borrowers’ request and expense, to use reasonable efforts to cooperate with the Borrowers to effectuate the provisions of Section 2.12 with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 14.13 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.8(j) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(e) Certain Pledges . Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(f) Notes . The Borrowers, upon receipt by the Borrowers of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in Section 14.1.

(g) Representations and Warranties of Lenders . Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Revolving Commitments or Loans, as the case may be, represents and warrants as of the Closing Date or as of the effective date of the applicable Assignment and Assumption that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments, loans or investments such as the Commitments and Loans; and (iii) it will make or invest in its Revolving Commitments and Loans for its own account in the ordinary course of its business and without a view to distribution of such Revolving Commitments and Loans within the meaning of the Securities Act or the Exchange Act, or other federal securities laws (it being understood that, subject to the provisions of this Section, the disposition of such Revolving Commitments and Loans or any interests therein shall at all times remain within its exclusive control).

14.2 Indemnification . The Borrowers shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrowers or any other Loan Party) other than such Indemnitee and its Related Parties arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrowers or any other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or if the Borrowers or such Loan Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.

14.3 Time of Essence . Time is of the essence for the performance of all obligations set forth in this Agreement.

14.4 Severability of Provisions . Each provision of this Agreement shall be severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.

14.5 Amendments and Waivers.

(a) Neither this Agreement, nor any other Loan Document, nor any terms hereof or thereof may be amended, supplemented or modified except in accordance with the provisions of this Section. The Required Lenders and each Loan Party to the relevant Loan

Document may, or, with the written consent of the Required Lenders, the Administrative Agent and each Loan Party to the relevant Loan Document may, from time to time, (i) enter into written amendments, supplements or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (ii) waive, on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or any default or Event of Default and its consequences; provided that no such waiver and no such amendment, supplement or modification shall (A) forgive the principal amount or extend the final scheduled date of maturity of any Loan, reduce the stated rate of any interest or fee payable hereunder (except that any amendment or modification of defined terms used in the financial covenants in this Agreement or waiver of the application of Section 2.3(b) shall not constitute a reduction in the rate of interest or fees for purposes of this clause (A)) or waive, postpone or extend the scheduled date of any payment thereof, or alter the amount or extend the expiration date of any Lender’s Revolving Commitment without the written consent of each Lender directly affected thereby; (B) eliminate or reduce the voting rights of any Lender under this Section without the written consent of such Lender; (C) amend the definition of Required Lenders, consent to the assignment or transfer by the Borrowers of any of their rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the Collateral or release any of guarantors from their obligations under any guaranty, in each case without the written consent of all Lenders; (D) amend, modify or waive the pro rata requirements of Section 2.7 in a manner that adversely affects Lenders without the written consent of each Lender; (E) reduce the percentage specified in the definition of Required Lenders without the written consent of all Required Lenders; (F) amend, modify or waive any provision of Section 9 without the written consent of the Administrative Agent; or (G) amend or modify the application of payments set forth in Section 8.3 in a manner that adversely affects Lenders without the written consent of each Lender. Any such waiver and any such amendment, supplement or modification shall apply equally to each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Administrative Agent, and all future holders of the Loans. In the case of any waiver, the Loan Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured during the period such waiver is effective; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

(b) Notwithstanding anything to the contrary contained in clause (a) above, in the event that the Borrower or any other Loan Party, as applicable, requests that this Agreement or any of the other Loan Documents, as applicable, be amended or otherwise modified in a manner which would require the consent of all of the Lenders and such amendment or other modification is agreed to by the Borrowers and/or such other Loan Party, as applicable, the Required Lenders and the Administrative Agent, then, with the consent of the Borrowers and/or such other Loan Party, as applicable, the Administrative Agent and the Required Lenders, this Agreement or such other Loan Document, as applicable, may be amended without the consent of the Lender or Lenders who are unwilling to agree to such amendment or other modification (each, a “Minority Lender”), to provide for:

(i) the termination of the Commitments of each such Minority Lender;

(ii) the assumption of the Loans and Commitments of each such Minority Lender by one or more Replacement Lenders pursuant to the provisions of Section 2.12; and

(iii) the payment of all interest, fees and other obligations payable or accrued in favor of each Minority Lender and such other modifications to this Agreement or to such Loan Documents as the Borrowers, the Administrative Agent and the Required Lenders may determine to be appropriate in connection therewith.

(c) The Administrative Agent may, with the consent of the Borrowers only, amend, modify or supplement this Agreement or any of the Loan Documents to cure any omission, mistake or defect.

(d) Notwithstanding any provision herein to the contrary but subject to the proviso in clause (a) above, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, and the Borrowers, (i) to add one or more additional credit or term loan facilities to this Agreement and to permit all such additional extensions of credit and all related obligations and liabilities arising in connection therewith and from time to time outstanding thereunder to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders.

14.6 Amendments in Writing, Integration . Neither this Agreement nor the Loan Documents can be amended or terminated orally. All prior agreements, understandings, representations, warranties, and negotiations between the parties hereto with respect to the subject matter of this Agreement and the Loan Documents, if any, are merged into this Agreement and the Loan Documents.

14.7 Counterparts . This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.

14.8 Survival . Each party’s obligations under this Section shall survive the resignation of the Administrative Agent, the replacement of any Lender, the termination of the Loan Documents, the termination of the Revolving Commitments and the Discharge of Obligations. The obligations of Borrowers to indemnify Administrative Agent and Lenders with respect to the expenses, damages, losses, costs and liabilities described in Section 14.2 shall survive until all applicable statute of limitations periods with respect to actions that may be brought against Administrative Agent or Lenders have run.

14.9 Confidentiality . In handling any confidential information Administrative Agent and all employees and agents of Administrative Agent, including but not limited to accountants, shall exercise the same degree of care that it exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any non-public information thereby received or received pursuant to this Agreement except that disclosure of such information may be made (i) to the subsidiaries or affiliates of Administrative Agent in connection with their present or prospective business relations with each Borrower, provided that such subsidiaries or affiliates agree to be bound by the confidentiality obligations contained herein; (ii) to prospective transferees or purchasers of any interest in the Credit Extensions, provided that such prospective transferees or purchasers agree to be bound by the confidentiality obligations contained herein; (iii) as required by law, regulations, rule or order, subpoena, judicial order or similar order; (iv) as may be required in connection with the examination, audit or similar investigation of Administrative Agent; and (v) as Administrative Agent may determine in connection with the enforcement of any remedies hereunder. Confidential information hereunder shall not include information that either: (a) is in the public domain or in the knowledge or possession of Administrative Agent when disclosed to Administrative Agent, or becomes part of the public domain after disclosure to Administrative Agent through no fault of Administrative Agent; or (b) is disclosed to Administrative Agent by a third party, provided Administrative Agent does not have actual knowledge that such third party is prohibited from disclosing such information.

14.10 Costs and Expenses . The Borrowers shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of in-house and outside counsel for the Administrative Agent), and shall pay all fees and time charges and disbursements for attorneys who may be employees of the Administrative Agent in connection with the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents (including, without limitation, in connection any syndication of the Facilities), or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), and (ii) all out-of-pocket expenses incurred by the Administrative Agent or any Lender (including the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender, and shall pay all fees and time charges for attorneys who may be employees of the Administrative Agent or any Lender, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or participated in hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans.

14.11 Reimbursement by Lenders . To the extent that the Borrowers or any other Loan Party pursuant to any other Loan Document for any reason fails indefeasibly to pay any amount required under Section 14.2 and 14.10 to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party thereof, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Aggregate Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss,

claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this Section are subject to the provisions of Section 2.10(e).

14.12 Waiver of Consequential Damages, Etc. To the fullest extent permitted by applicable law, the Borrowers shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan, or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

14.13 Adjustments; Set-off.

(a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “Benefitted Lender”) shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payable pursuant to Section 9.1(a), receive any payment of all or part of the Obligations owing to it, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Obligations owing to each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.

(b) Upon (i) the occurrence and during the continuance of any Event of Default and (ii) obtaining the prior written consent of the Administrative Agent, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, without prior notice to the Borrowers or any other Loan Party, any such notice being expressly waived by the Borrower and each Loan Party, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, at any time held or owing, and any other credits, indebtedness, claims or obligations, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender, its Affiliates or any branch or agency thereof to or for the credit or the account of the Borrowers or any other Loan Party, as the case may be, against any and all of the obligations of the Borrower or such other Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender or its Affiliates, irrespective of whether or not such Lender or Affiliate shall have made any demand

under this Agreement or any other Loan Document and although such obligations of the Borrowers or such other Loan Party may be contingent or unmatured or are owed to a branch, office or Affiliate of such Lender different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided , that in the event that any Defaulting Lender or any of its Affiliates shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.12 and, pending such payment, shall be segregated by such Defaulting Lender or Affiliate thereof from its other funds and deemed held in trust for the benefit of the Administrative Agent and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender or Affiliate thereof as to which it exercised such right of setoff. Each Lender agrees to notify the Borrowers and the Administrative Agent promptly after any such setoff and application made by such Lender or any of its Affiliates; provided that the failure to give such notice shall not affect the validity of such setoff and application. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of set-off) which such Lender or its Affiliates may have.

14.14 Acknowledgements . The Borrowers hereby acknowledge that:

(a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;

(b) none of the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrowers arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between the Administrative Agent and Lenders, on one hand, and the Borrowers, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among the Borrowers and the Lenders.

14.15 Payments Set Aside . To the extent that any payment or transfer by or on behalf of the Borrowers is made to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of setoff, and such payment or transfer or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Effective Rate from time to time in effect. This Section shall survive the Discharge of Obligations.

14.16 Releases of Guarantees and Liens.

(a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 14.5) to take any action requested by the Borrowers having the effect of releasing any Collateral or Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 14.5 or (ii) under the circumstances described in clause (b) below.

(b) Upon the Discharge of Obligations, the Collateral shall be released from the Liens created hereunder and the other Loan Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party shall terminate, all without delivery of any instrument or performance of any act by any Person.

14.17 Patriot Act. Each Lender and the Administrative Agent (for itself and not on behalf of any other party) hereby notifies Borrowers that, pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies Borrowers, which information includes the names and addresses and other information that will allow such Lender or the Administrative Agent, as applicable, to identify Borrowers in accordance with the Patriot Act. Borrowers will, and will cause each of its respective Subsidiaries to, provide, to the extent commercially reasonable or required by any Requirement of Law, such information and take such actions as are reasonably requested by the Administrative Agent or any Lender to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act.

14.18 Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any Lender that is an EEA Financial Institution; and

(b) the effects of any Bail-in Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of

any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.

14.19 Transitional Arrangements . On the Closing Date, this Agreement shall amend, restate and supersede the Prior Loan Agreement in its entirety, except as provided in this Section. On the Closing Date, the rights and obligations of the parties evidenced by the Prior Loan Agreement shall be evidenced by this Agreement and the other Loan Documents and the grant of security interest in the Collateral by the Borrowers under the Prior Loan Agreement and the other “Loan Documents” (as defined in the Prior Loan Agreement) shall continue under this Agreement and the other Loan Documents, and such security interest and any other rights and obligations which by their express terms survive the termination of the Loan Documents shall not in any event be terminated, extinguished or annulled but shall hereafter be governed by this Agreement and the other Loan Documents. All references to the Prior Loan Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to this Agreement and the provisions hereof as amended, restated, or otherwise modified from time to time.

15. CO-BORROWERS.

15.1 Co-Borrowers . Borrowers are jointly and severally liable for the Obligations and Administrative Agent and any Lender may proceed against one Borrower to enforce the Obligations without waiving its right to proceed against any other Borrower. This Agreement and the Loan Documents are a primary and original obligation of each Borrower and shall remain in effect notwithstanding future changes in conditions, including any change of law or any invalidity or irregularity in the creation or acquisition of any Obligations or in the execution or delivery of any agreement between Administrative Agent and any Borrower. Each Borrower shall be liable for existing and future Obligations as fully as if all of the Credit Extensions were advanced to such Borrower. Administrative Agent may rely on any certificate or representation made by any Borrower as made on behalf of, and binding on, all Borrowers, including without limitation advance request forms and compliance certificates. Each Borrower appoints each other Borrower as its agent with all necessary power and authority to give and receive notices, certificates or demands for and on behalf of all Borrowers, to act as disbursing agent for receipt of any Credit Extensions on behalf of each Borrower and to apply to Administrative Agent on behalf of each Borrower for any Credit Extension, any waivers and any consents. This authorization cannot be revoked, and Administrative Agent need not inquire as to one Borrower’s authority to act for or on behalf of another Borrower.

15.2 Subrogation and Similar Rights . Notwithstanding any other provision of this Agreement or any other Loan Document, each Borrower irrevocably waives, until all Obligations are paid in full and the Lenders have no further obligation to make Credit Extensions to Borrowers, all rights that it may have at law or in equity (including, without limitation, any law subrogating a Borrower to the rights of Administrative Agent or any Lender under the Loan Documents) to seek contribution, indemnification, or any other form of reimbursement from any

other Borrower, or any other Person now or hereafter primarily or secondarily liable for any of the Obligations, for any payment made by a Borrower with respect to the Obligations in connection with the Loan Documents or otherwise and all rights that it might have to benefit from, or to participate in, any security for the Obligations as a result of any payment made by a Borrower with respect to the Obligations in connection with the Loan Documents or otherwise. Any agreement providing for indemnification, reimbursement or any other arrangement prohibited under this Section shall be null and void. If any payment is made to a Borrower in contravention of this Section, such Borrower shall hold such payment in trust for Administrative Agent and such payment shall be promptly delivered to Administrative Agent for application to the Obligations, whether matured or unmatured.

15.3 Waivers of Notice . Each Borrower waives, to the extent permitted by law, notice of acceptance hereof; notice of the existence, creation or acquisition of any of the Obligations; notice of an Event of Default except as set forth herein; notice of the amount of the Obligations outstanding at any time; notice of any adverse change in the financial condition of any other Borrower or of any other fact that might increase a Borrower’s risk; presentment for payment; demand; protest and notice thereof as to any instrument; and all other notices and demands to which a Borrower would otherwise be entitled by virtue of being a co-borrower or a surety. Each Borrower waives any defense arising from any defense of any other Borrower, or by reason of the cessation from any cause whatsoever of the liability of any other Borrower. Administrative Agent’s failure at any time to require strict performance by any Borrower of any provision of the Loan Documents shall not waive, alter or diminish any right of Administrative Agent thereafter to demand strict compliance and performance therewith. Each Borrower also waives any defense arising from any act or omission of Administrative Agent that changes the scope of a Borrower’s risks hereunder. Each Borrower hereby waives any right to assert against Administrative Agent, and any Lender, any defense (legal or equitable), setoff, counterclaim, or claims that such Borrower individually may now or hereafter have against another Borrower or any other Person liable to Administrative Agent, or any Lender, with respect to the Obligations in any manner or whatsoever.

15.4 Subrogation Defenses . Until all Obligations are paid in full and the Lenders have no further obligation to make Credit Extensions to Borrowers, each Borrower hereby waives any defense based on impairment or destruction of its subrogation or other rights against any other Borrower and waives all benefits which might otherwise be available to it under California Civil Code Sections 2809, 2810, 2819, 2839, 2845, 2848, 2849, 2850, 2899, and 3433 and California Code of Civil Procedure Sections 580a, 580b, 580d and 726, as those statutory provisions are now in effect and hereafter amended, and under any other similar statutes now and hereafter in effect.

15.5 Right to Settle, Release .

(a) The liability of Borrowers hereunder shall not be diminished by (i) any agreement, understanding or representation that any of the Obligations is or was to be guaranteed by another Person or secured by other property, or (ii) any release or unenforceability, whether partial or total, of rights, if any, which Administrative Agent may now or hereafter have against any other Person, including another Borrower, or property with respect to any of the Obligations.

(b) Without notice to any given Borrowers and without affecting the liability of any given Borrowers hereunder, Administrative Agent may (i) compromise, settle, renew, extend the time for payment, change the manner or terms of payment, discharge the performance of, decline to enforce, or release all or any of the Obligations with respect to any other Borrower by written agreement with such other Borrower, (ii) grant other indulgences to another Borrower in respect of the Obligations, (iii) modify in any manner any documents relating to the Obligations with respect to any other Borrower by written agreement with such other Borrower, (iv) release, surrender or exchange any deposits or other property securing the Obligations, whether pledged by a Borrower or any other Person, or (v) compromise, settle, renew, or extend the time for payment, discharge the performance of, decline to enforce, or release all or any obligations of any guarantor, endorser or other Person who is now or may hereafter be liable with respect to any of the Obligations.

15.6 Subordination . All indebtedness of a Borrower now or hereafter arising held by another Borrower is subordinated to the Obligations and a Borrower holding the indebtedness shall take all actions reasonably requested by Administrative Agent to effect, to enforce and to give notice of such subordination.

16. NOTICE OF FINAL AGREEMENT. NOTICE OF FINAL AGREEMENT. BY SIGNING THIS AGREEMENT EACH PARTY REPRESENTS AND AGREES THAT: (A) THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES, (B) THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES, AND (C) THIS WRITTEN AGREEMENT MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR UNDERSTANDINGS OF THE PARTIES.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

	BORROWERS:

	TABULA RASA HEALTHCARE

	By:	/s/ BRIAN W. ADAMS
	Name:	Brian W. Adams
	Title:	Chief Financial Officer

	CAREKINESIS, INC.

	By:	/s/ BRIAN W. ADAMS
	Name:	Brian W. Adams
	Title:	Chief Financial Officer

	CAREVENTIONS, INC.

	By:	/s/ BRIAN W. ADAMS
	Name:	Brian W. Adams
	Title:	Chief Financial Officer

	CAPSTONE PERFORMANCE SYSTEMS, LLC

	By:	/s/ BRIAN W. ADAMS
	Name:	Brian W. Adams
	Title:	Chief Financial Officer

	J. A. ROBERTSON, INC.

	By:	/s/ BRIAN W. ADAMS
	Name:	Brian W. Adams
	Title:	Chief Financial Officer

	MEDLIANCE LLC

	By:	/s/ BRIAN W. ADAMS
	Name:	Brian W. Adams
	Title:	Chief Financial Officer

	CK SOLUTIONS, LLC

	By:	/s/ BRIAN W. ADAMS
	Name:	Brian W. Adams
	Title:	Chief Financial Officer

	TRCRD, INC.

	By:	/s/ BRIAN W. ADAMS
	Name:	Brian W. Adams
	Title:	Chief Financial Officer

	TRSHC HOLDINGS, LLC

	By:	/s/ BRIAN W. ADAMS
	Name:	Brian W. Adams
	Title:	Chief Financial Officer

	SINFONIA HEALTHCARE CORPORATION

	By:	/s/ BRIAN W. ADAMS
	Name:	Brian W. Adams
	Title:	Chief Financial Officer

	SINFONIARX, INC.

	By:	/s/ BRIAN W. ADAMS
	Name:	Brian W. Adams
	Title:	Chief Financial Officer

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

	ADMINISTRATIVE AGENT:

	WESTERN ALLIANCE BANK

	By:	/s/ BRIAN MCCABE
	Title:	Vice President

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

	LENDERS:

	WESTERN ALLIANCE BANK

	By:	/s/ BRIAN MCCABE
	Title:	Vice President

Exhibit 99.1

Tabula Rasa HealthCare Acquires SinfoníaRx

Expanding its Medication Therapy Management Offering

Combined technologies, resources offer broader MTM solutions to healthcare organizations

Moorestown, N.J., September 6 th , 2017 — Tabula Rasa HealthCare, Inc. (“TRHC”) (NASDAQ:TRHC), a healthcare technology company optimizing medication safety by deploying new medication risk mitigation digital software solutions and novel, proprietary medication decision support tools, today announced that it has acquired SinfoníaRx, a leading provider of Medication Therapy Management (“MTM”) technology and services for Medicare, Medicaid, and Commercial Health plans.

“Medication safety is, and has always been, our highest priority. SinfoníaRx’s mission of improving medication therapies is consistent with TRHC’s vision.” said Calvin H. Knowlton, PhD, TRHC’s Chairman and Chief Executive Officer. “We view this transaction as an extension of our vision, which is to be the vanguard in optimizing medication therapy while providing outcomes that improve quality of life and conserve resources.”

Kevin Boesen, PharmD, Chief Executive Officer of SinfoníaRx noted, “In addition to our aligned business philosophies, Tabula Rasa is a good cultural fit. From a solutions standpoint, the combination of our industry leading MTM offerings and technology, as well as integration of Tabula Rasa’s propriety Medication Risk Mitigation Matrix® and Medication Risk Score, elevates our value proposition of optimizing medication therapy and improving quality for our members.”

SinfoníaRx is a rapidly growing healthcare company offering innovative solutions for health entities, patients and caregivers. Originally established in 2006 at the University of Arizona College of Pharmacy, SinfoníaRx became a wholly owned subsidiary of Sinfonía HealthCare Corporation in 2013 to further develop a scalable MTM solution to meet the needs of large payors. Today, SinfoníaRx offers a full suite of MTM solutions supporting more than 50 million patients including: Part D compliant MTM programs, Star improvement programs, community pharmacy performance programs, and transition of care/chronic care management programs.

SinfoníaRx has established strong client relationships with well-regarded and well-known commercial insurers. The acquisition of SinfoníaRx further solidifies TRHC’s powerful healthcare technology platform, offering best-in-class MTM to strategic markets such as Part D providers, commercial payors, pharmacy benefit managers, and self-funded employers. Exposure to these large customers should enable TRHC to leverage its proprietary medication decision support tools the broader market, presenting meaningful cross-selling market expansion opportunities. It also is expected to generate significant

scale to TRHC’s services business and diversify its revenue stream. SinfoníaRx generated revenue of $27.1 million in 2016 and is projected to generate revenue of $31 million for the full year 2017.

Piper Jaffrey provided a fairness opinion to the board of directors of TRHC in connection with the transaction. Morgan, Lewis & Bockius LLP served as legal counsel to TRHC.

Management Conference Call

TRHC’s management will provide additional details on the SinfoníaRx acquisition during a conference call today, September 6, 2017 at 5:00 p.m. Eastern Time. Stockholders and interested participants may listen to a live broadcast of the conference call by dialing 844-413-0947 or 216-562-0423 for international callers, and referencing participant code 81988430 approximately 15 minutes prior to the call. A live webcast of the conference call will be available on the investor relations section of TRHC’s website (ir.trhc.com) and an audio file of the call will also be archived and available for replay approximately two hours after the live event for a period of 90 days thereafter at ir.trhc.com. After the conference call, a replay will be available until September 13, 2017 and can be accessed by dialing 855-859-2056 or 404-537-3406 for international callers, and referencing participant code 81988430.

About Tabula Rasa HealthCare

Tabula Rasa HealthCare (NASDAQ:TRHC) is a leader in providing patient-specific, data-driven technology and solutions that enable healthcare organizations to optimize medication regimens to improve patient outcomes, reduce hospitalizations, lower healthcare costs and manage risk. Medication risk management is TRHC’s lead offering, and its cloud-based software applications provide solutions for a range of payors, providers and other healthcare organizations. For more information, visit: www.TRHC.com.

About SinfoníaRx

SinfoníaRx is a rapidly growing healthcare company offering innovative healthcare solutions for health entities (health plans, health systems, provider organizations, and pharmacy organizations), patients and caregivers. In 2016, SinfoníaRx staff of approximately 600 pharmacists, pharmacy interns and pharmacy technicians, working in four nationwide clinical call-centers, completed over 250,000 Comprehensive Medication Reviews and 1.1 million interventions to improve medication treatment. SinfoníaRx now serves 50 million patients nationwide, or 1 in every 7 Americans. For more information, visit www.SinfoniaRx.com.

Safe Harbor Statement

This press release includes forward-looking statements that we believe to be reasonable as of today’s date. Such statements are identified by use of the words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “should,” and similar expressions. These forward-looking statements are based on management’s expectations and assumptions as of the date of this press release. These forward-looking statements include, among other things, our goals and expectations regarding the

combined company, the expected synergies from the combined company and the expected financial and operating performance of TRHC following the completion of the acquisition. Actual results might differ materially from those explicit or implicit in the forward-looking statements. Important factors that could cause actual results to differ materially include: the risk that we may not be able to achieve our expectations for the combined companies due to challenges in integration and inability to retain key employees; our continuing losses and need to achieve profitability; fluctuations in our financial results; the acceptance and use of our products and services by PACE organizations; the need to innovate and provide useful products and services; risks related to changing healthcare and other applicable regulations; our ability to maintain relationships with a specified drug wholesaler; increasing consolidation in the healthcare industry; managing our growth effectively; our ability to adequately protect our intellectual property; the requirements of being a public company; our ability to recognize the expected benefits from acquisitions on a timely basis or at all; our status as an “emerging growth company”; and the other risk factors set forth from time to time in our filings with the Securities and Exchange Commission (“SEC”), including those factors discussed under the caption “Risk Factors” in our most recent annual report on Form 10-K, filed with the SEC on March 14, 2017, and in subsequent reports filed with or furnished to the SEC, copies of which are available free of charge within the Investor Relations section of the TRHC website http://ir.trhc.com or upon request from our Investor Relations Department. TRHC assumes no obligation and does not intend to update these forward-looking statements, except as required by law, to reflect events or circumstances occurring after today’s date.

Contact:

Investors

Bob East or Asher Dewhurst

Westwicke Partners

443-213-0500

tabularasa@westwicke.com

Media

Dianne Semingson

215-870-0829

dsemingson@TRHC.com

Exhibit 99.2

Tabula Rasa Acquires SinfoníaRx September 6, 2017

Legal Disclosure Forward-looking statements This presentation contains “forward-looking” statements that are based on our management’s beliefs and assumptions and on information currently available to management. Forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding Tabula Rasa HealthCare, Inc.’s (“Tabula Rasa”) goals and expectations regarding its acquisition of SinfoníaRx and the resulting combined company, the expected synergies from the combined company and the expected financial and operating performance of Tabula Rasa following the completion of the acquisition. When used in this discussion, the words “may,” “believes,” “intends,” “seeks,” “anticipates,” “plans,” “estimates,” “expects,” “should,” “assumes,” “continues,” “could,” “will,” “future” and the negative of these or similar terms and phrases are intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause Tabula Rasa’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this presentation. Tabula Rasa’s actual future results may be materially different from what we expect. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. This presentation includes Adjusted EBITDA which is a non-GAAP financial measure. Tabula Rasa has not provided a reconciliation of its guidance for Adjusted EBITDA to a comparable GAAP measure, in reliance on the unreasonable efforts exception provided under Item 10(e)(1)(i)(B) of Regulation S-K. Tabula Rasa is unable, without unreasonable efforts, to forecast certain items required to develop a meaningful comparable GAAP financial measure. These items include the allocation of the purchase price between assets classes. For completed fiscal periods, reconciliations to the most directly comparable GAAP financial measures are provided in the Investor Relations section of our corporate website, http://ir.trhc.com. Non-GAAP financial measures have limitations as an analytical tool. Investors are encouraged to review the reconciliation of non-GAAP measures to their most directly comparable GAAP measures. Medication Risk Mitigation 2

Management presenters Calvin H. Knowlton, PhD CEO & Chairman of the Board Brian W. Adams Chief Financial Officer Orsula V. Knowlton, PharmD President & Director 3 Kevin P. Boesen, PharmD CEO & Founder

Tabula Rasa at a glance Founded 2009 HQ in Moorestown, NJ ~300 employees 140 clients 98% revenue retention IP Patents & Significant Science that is difficult to replicate Multi-billion TAM Proprietary Medication Risk Mitigation Matrix® Tabula Rasa has developed a proprietary software platform that reduces adverse drug events and lowers healthcare costs in at-risk populations Markets Served PACE Payors & Pharmacists Consumers Product Portfolio 34% Growth 58% Growth Revenue Adjusted EBITDA Medication Risk Mitigation 4 Adverse Drug Events (ADEs) prevalence is a large, untapped and growing market Leader in ADE medication risk mitigation software & decision support tools Proprietary, scalable solution reduces ADEs, improves patient outcomes and lowers healthcare cost Investment Highlights $70.0 $94.1 FY15 FY16 $8.6 $13.6 FY15 FY16

SinfoníaRx at a glance Medication Risk Mitigation 5 SinfoníaRx is the leading MTM provider, offering a full suite of MTM services to meet the needs of health plans and their patients Founded at the University of Arizona in 2006 by Dr. Kevin Boesen, a faculty member at the College of Pharmacy In 2013, the company was spun out of the University of Arizona creating SinfoníaRx to further develop MTM solutions for large volume payers Demonstrated ROI amongst a long-standing and growing client base 1.2M 10:1 Client ROI $27M Revenue in 2016 Drug therapies resolved $3.0M Adjusted EBITDA in 2016

SinfoníaRx is a strong strategic and cultural fit Medication Risk Mitigation 6 SinfoníaRx offers a best in class Medication Therapy Management (MTM) solution and complements Tabula Rasa’s Enhanced MTM Similar focus on improving medication therapies Creates ability to leverage Tabula Rasa’s MRM Matrix and Medication Risk Score into a broader market Strengthens relationships with commercial insurers and Medicare sponsors Diversifies Tabula Rasa’s business further outside of PACE Offers significant cross-selling potential with no customer overlap in existing blue chip customers Track record of profitability with a similar adjusted EBITDA margin profile Strong cultural fit

SinfoníaRx Overview

Founded by Dr. Kevin Boesen in 2006 at the University of Arizona while a faculty member at the College of Pharmacy In 2013, the company was spun out of the University of Arizona to a group of Arizona investors and former public company leaders creating SinfoníaRx to further develop MTM solutions for large volume payers. Went from 2,000,000 patients in 2013 to over 50,000,000 in 2017 100% client CMR goal achievement every year Resolved more than 1,200,000 drug therapy problems in 2016 Clients have recognized ten to one ROI SinfoníaRx History Pharmacists’ Role in Value-based Care is Medication Risk Mitigation

The Leading Provider of MTM Solutions Services Full CPPA accredited MTM programs Software as a Service solution Clinic-based and telemedicine models Contracted Call Centers University of Arizona (Tucson and Phoenix) The Ohio State University SinfoníaRx – Florida SinfoníaRx – Texas SinfoníaRx specialized Spanish speaking Center – Recetas con Metas Clients Clients include PBMs, health plans, employers, and providers Over 300 MTM programs representing approximately 7 million patients nationwide Plus 50 million community pharmacy patients SinfoníaRx offerings

CMS Medicare Part D Required MTM Program SinfoníaRx’s MTM program meets CMS Requirements Comprehensive Medication Reviews (CMRs) Targeted Medication Reviews (TMR) and outreach STAR Improvement Program Intervention targeting for patients not qualified for the CMS required MTM program STAR rating performance for Part D and Part C measures CompanionRxTM Program Medicaid, Commercial, Self-Insured programs Community Pharmacy Performance Program Custom clinical alerts for each network contract Transition of Care / Chronic Care Management Programs Health plan and health system programs available SinfoníaRx solution suite

Complementary solutions and significant cross selling opportunity Customers include: Part D providers Commercial Health Plans Medicaid Pharmacies (SaaS) No customer overlap with Tabula Rasa’s legacy customers Ability to offer Tabula Rasa’s medication risk identification, stratification, risk score, Medication Risk Mitigation Matrix® decisions support tools to Sinfonía’s customer base Opportunity to overlay TRHC’s EMTM model to Sinfonía’s MTM customers when required 5 6 9 11 16 1 3 5 7 9 11 13 15 17 2013 2014 2015 2016 2017 Customers Sinfon í aRx Client Growth 2013 - 2017

Financial Overview

Financial rationale Medication Risk Mitigation 13 Incremental expected financial contributions to 2017 (Sept-Dec) Similar expected revenue growth and profitability as TRHC Adds scale to service revenue Service revenue is expected to represent 30% of total revenue in 2018 compared to approximately 20% in 2017 Meaningfully expands total addressable market Sizable near term pipeline and significant cross sell opportunities Areas of synergies: business development, back office administration, clinical, research and education Service revenue $10 million Adjusted EBITDA $2 million

Sinfonia historical and expected financials Medication Risk Mitigation 14 $21.0 $27.1 $31.0 2015 2016 2017E Revenue ($M) $2.1 $3.0 $4.5 2015 2016 2017E Adjusted EBITDA ($M) 26% 29% 33% 2015 2016 2017E Gross Margin 10% 11% 15% 2015 2016 2017E Adjusted EBITDA Margin

Transaction terms Medication Risk Mitigation 15 Price $35 million cash / 520,833 shares of common stock Financing Simultaneous with deal closing, Tabula Rasa has increased senior credit facility to $40 million Potential Earn Outs Up to $85 million - 50% cash and 50% stock (subject to adjustment) -performance based earn outs on 2017 & 2018 adjusted EBITDA target Timing Transaction closed effective 9/6/2017

Updated Tabula Rasa Financial Outlook 16 $116m - $118m $126m - $128m Unable to estimate Net Income or Loss until purchase accounting for the transaction is complete. Expected update with Q3 reporting. $15.5m - $16.5m $17.5m - $18.5m Revenue Net Income (Loss) Adjusted EBITDA Medication Risk Mitigation Previous 2017 Guidance Updated 2017 Guidance

Closing

Flexible and highly scalable service delivery platform Services performed go well beyond traditional MTM requirements Track record of meeting 100% of client goals Recent expansion of markets and services beyond MTM Combination Creates Market Leading Position Validated Medication Risk Score Proprietary medication risk identification and stratification tools Demonstrated reductions in medical spending Participant in EMTM model pilot which includes a new method to leverage community pharmacists Consolidated business: The market leader in medication safety 9

Questions

Appendix

Tabula Rasa HealthCare, Inc. Reconciliation of net loss to Adjusted EBITDA Reconciliation of net loss to Adjusted EBITDA Net loss $ (6.3) $ (2.9) Add: Change in fair value of warrant liability (0.6) 2.8 Interest expense 4.4 5.9 Loss on extinguishment of debt 6.4 — Income tax expense 0.5 0.3 Depreciation and amortization 5.1 3.9 Change in fair value of acquisition-related contingent consideration income (0.3) (2.0) Change in fair value of acquisition-related consideration expense 0.1 — Stock-based compensation expense 4.3 0.6 Adjusted EBITDA $ 13.6 $ 8.6 (In millions) Year Ended December 31, 2016 2015

Reconciliation of Adjusted EBITDA to Net income (loss) - Unaudited Medication Risk Mitigation 22 SinfoniaRx Business (UNAUDITED): (in millions) Year Ended December 31, 2016 2015 Net income (loss) $ (1.5) $ (0.4) Add: Interest expense — — Income tax expense (0.2) (0.3) Depreciation and amortization 1.5 1.0 Stock-based compensation expense 2.0 0.4 Management fee expenses 1.2 1.4 Adjusted EBITDA $ 3.0 $ 2.1