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Exhibit 10.1
Supplement to Exhibit A to the
Membership Interest Purchase Agreement, dated as of August 14,
2009.
Exhibit — A
Earnout Formula
A four year earn-out covering
earnings before interest, taxes, depreciation and amortization
(“EBITDA”) of the Company (which includes all business
and activities of the Company including, without limitation, all
business and activities which may be transferred from the Company
to another entity or which are otherwise conducted in another
entity) for each Earnout Year) EBITDA for each Earnout Year shall
be computed in accordance with generally accepted accounting
principles consistently applied and interpreted except that (i)
amortization shall not include any amortization attributable to
software developed by the Company or otherwise in any Earnout Year,
and (ii) no deduction shall be made for overhead, management or
similar charges except to the extent agreed to in writing by Sole
Member prior to such expense being incurred. A loss or negative
EBITDA for one Earnout Year shall not reduce or otherwise affect
EBITDA in another Earnout Year. EBITDA exceeding $1.4 Million for
each of the four measurement years shall
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