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INTERMEDIX HOLDINGS INC. AND SUBSIDIARIES 1 Notes to Consolidated Financial Statements December 31, 2010 Pursuant to the ASA, the Company paid Sponsor a $7.5 million fee upon the consummation of the Merger; this fee is included in "Selling, general and administrative expenses" in the accompanying consolidated statement of operations for the Successor period. The ASA also provides for a Periodic Retainer Fee (the Periodic Fee) in an amount per year equal to the greater of (i) $0.8 million, or (ii) 1.5% of consolidated Earnings Before Income Taxes, Depreciation and Amortization (EBITDA) (as defined in the ASA) for the immediately preceding fiscal year or such other amount or formula as may be mutually agreed between the Company and the Sponsor. Fees are payable in equal quarterly installments in advance on the first day of each fiscal quarter following the closing of the Merger. The first payment of approximately $0.1 million was made on a pro -rated basis upon the closing of the Merger and $0.2 million was paid to the Sponsor during the remainder of the Successor Period pursuant to the Periodic Fee. The Periodic Fee payable in respect of the first fiscal quarter of any fiscal year shall be $0.2 million, with the Periodic Fee payable in succeeding quarters to be adjusted to include any incremental amount deemed payable in connection with the consolidated EBITDA performance measurement. In the event of an initial public offering or change of control event, the Company shall pay an amount equal to the net present value (using a discount rate equal to the then yield on U.S. Treasury Securities of like maturity) of the Periodic Fees that would have been payable to Sponsor with respect to the period from the date of such transaction until the scheduled date of termination of the APA (the tenth anniversary of the Merger). In addition, upon the consummation of any acquisitions, divestitures, financings, refinancings, mergers, recapitalizations, change of control events or other transactions by the Company, Sponsor is entitled to a fee equal to up to 1% fee of the aggregate gross value of such transaction (plus reimbursement of expenses). Furthermore, the Company agrees to indemnify the Sponsor and its affiliates against any and all actions including, and without limitation, all professional fees and expenses. Related Party Subscription Agreement In September 2010, the Company entered into a subscription agreement wherein the Company invested $0.3 million in a Colorado LLC whose Board of Directors and investors includes the Company's Chief Executive Officer (CEO). Predecessor Advisory and Professional Services Fees Paid to Related Parties The Predecessor had an Amended and Restated Advisory Agreement (the Advisory Agreement), with PCap, L.P. (PCap), an affiliate of the majority equity holders of the Predecessor. Pursuant to the Advisory Agreement, the Predecessor agreed to pay an annual advisory and professional services fee equal to the greater of 0.55% of the cumulative amount of funds invested by Parthenon Capital Partners, its affiliates and co- investors or $0.5 million. Approximately $0.4 million of such fees were incurred by the Predecessor, and are included in "Selling, general and administrative expenses" in the accompanying consolidated statements of operations. In addition, upon the consummation of any acquisitions, divestitures, financings, refinancings, mergers, recapitalizations or other transactions by the Company, PCap was entitled to a 1 % fee on the aggregate value of such transaction (plus reimbursement of 28 (Continued)