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1 INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2010 Purchase Price Allocation of Merger The following table summarizes the consideration paid along with the allocation of the purchase price paid to acquire the Predecessor at August 23, 2010 (in thousands): Consideration: Cash Equity Fair value of total consideration transferred Recognized amounts of identifiable assets acquired and liabilities assumed: Current assets Property and equipment Computer software and technology development costs Other intangible assets Other assets Deferred income taxes Current liabilities, including current portion of capitalized lease obligations of $238 and current deferred revenue of $5,888 Noncurrent debt Deferred income taxes Other noncurrent liabilities Total identifiable net assets acquired Total $ 548,103 14,397 $ 562,500 $ 44,055 12,246 5,733 290,560 553 3,066 (24,702) (81) (91,577) (145) 239,708 Goodwill 322,792 Total $ 562,500 Other intangible assets included above consist of the following amounts by major intangible asset class: Customer - related $ 244,400 Technology -based 35,860 Marketing - related 10,300 $ 290,560 Intangible assets of $290.6 million include the established customer relationships, technologies, and trademarks of the Predecessor. All of the acquired intangibles, other than goodwill, are amortizable. See note 8 for further disclosure. None of the goodwill recorded in connection with the Merger is deductible for income tax purposes, however the Company will be able to recognize tax deductions related to goodwill which carried over for tax purposes from the Predecessor. (2) Description of Business The Company provides revenue cycle management (RCM) services and technology based solutions to the emergency medical industry through its RCM Services and Technology operating divisions. The RCM Services division is engaged in providing technology -based business services to emergency medical and (Continued)