CloudMD to Acquire Rxi Group of Companies, an Established One-Stop Patient Support Logistics Company and Leading Customer Relationship Management Technology Provider - Seite 3

Christian Marcoux, Chief Executive Officer of Rxi commented, “CloudMD’s acquisition of Rxi represents a transformational shift in the evolution and delivery of highly specialized patient support programs. Rxi will be able to optimize and cross-sell into CloudMD’s current client network by offering manufacturers and payers more comprehensive solutions and real-time visibility into the patient journey, something that has been lacking in our industry for well over a decade. CloudMD’s telemedicine expertise combined with Rxi’s universal disease management experience and customizable software will significantly improve communication and transparency across multi-disciplinary stakeholder groups; thus, enabling quicker access to treatments and improved clinical treatment outcomes.”

Terms of Acquisition

In consideration for the purchase of 100% of the outstanding securities of Rxi, CloudMD has agreed to pay shareholders of Rxi aggregate consideration of $9.5 million payable as follows: (i) $2.5 million in cash, subject to a working capital adjustment; (ii) $4 million in common shares of the Company; and (iii) a performance-based earnout of $3 million, which is payable in common shares of the Company in equal annual issuances over a period of two years. All common shares issued pursuant to the acquisition will be issued at a deemed price of $2.39 per common share and are priced by calculating the 10-day volume-weighted average trading price of the Company's common shares for the 10 trading days prior to the execution of the binding term sheet. The common shares will be subject to certain contractual restrictions on trading for a period of 20 months from the date of issuance.

The acquisition is subject to customary closing conditions, including the execution of a definitive acquisition agreement and receipt of TSX Venture Exchange approval.

^{(1) https://plus.telushealth.co/blogs/health-benefits/wp-content/uploads/AST2986-Drug-Trends-Report-July-2020-EN-V6.pdf}

^{(2) Annualized revenue figures are calculated based on annualizing the available results for the 11-month period ending Nov. 30, 2020.}

About CloudMD Software & Services

CloudMD is digitizing the delivery of healthcare by providing a patient centric approach, with an emphasis on continuity of care. The Company offers SAAS based health technology solutions to healthcare providers across North America and has developed proprietary technology that delivers quality healthcare through a holistic offering including hybrid primary care clinics, specialist care, telemedicine, mental health support, educational resources and artificial intelligence (AI). CloudMD currently services a combined ecosystem of over 500 clinics, almost 4000 licensed practitioners and 8 million patient charts across North America. For more information visit: investors.cloudmd.ca