Business Changes And Developments

6 Months Ended

Jun. 30, 2011

Business Changes And Developments

Business Changes And Developments

Note 4 – Business Changes and Developments

Lexicon Partnership LLP – On June 7, 2011, the Company entered into a definitive sale and purchase agreement to acquire all of the outstanding partnership interests in The Lexicon Partnership LLP, a U.K. incorporated limited liability partnership ("Lexicon"), for total consideration of approximately £86,000. In the aggregate, the sellers will receive £46,619 in cash and 1,911 shares of the Company's Class A common stock. Of the total consideration, £32,000 in cash will be paid to and 28 Class A Shares will be delivered to the sellers at closing and £5,619 in cash will be paid to the sellers on December 31, 2011. Payment of the remaining £9,000 in cash and 1,883 Class A shares will be deferred and will vest in installments over a four-year period beginning on June 30, 2012. Accordingly, these amounts will be expensed over the vesting period. This deferred consideration, whether in the form of Class A shares or cash, upon vesting, will be delivered to the sellers on the earlier of (i) the first anniversary of the relevant vesting date and (ii) the date of the first secondary offering by the Company following the relevant vesting date. Vesting of the Class A shares and cash consideration will accelerate in certain circumstances, including, but not limited to, a seller's termination without cause, a qualifying retirement or upon a change of control. In addition, the Company will fund the repayment of £5,000 of outstanding Lexicon capital notes at closing. This transaction is expected to close during the third quarter of 2011.