12.

Subsequent Event

On July 28, 2014, the Company acquired 100% of the common shares and 100% of the preferred shares of MediaMiser Ltd. (“MediaMiser”). These shares represent substantially all of the economic ownership interest of MediaMiser. A MediaMiser Employee Trust will retain special voting shares equivalent to 50% of the voting rights in MediaMiser for the term specified in the articles of amalgamation of MediaMiser. The Trustees of the MediaMiser Employee Trust are the former and continuing management of MediaMiser. MediaMiser is an Ottawa, Canada-based provider of automated, real-time traditional and social media monitoring services.

The purchase price for the acquisition aggregated C$5.78 million (US$5.38 million) of non-contingent consideration, plus up to a maximum of C$5.0 million (US$4.60 million) of contingent consideration. The purchase price is subject to certain adjustments. Canadian currency is valued at the U.S. dollar exchange rate effective July 28, 2014. Of the non-contingent portion of the purchase price, C$4.40 million (US$4.10 million) was paid by the Company in cash at closing; C$0.63 million (US$0.58 million) is payable by the Company on July 28, 2015 in shares of the Company’s common stock, or at the Company’s discretion in cash; and C$0.75 million (US$0.70 million) is payable by the Company on July 28, 2016 in shares of the Company’s common stock, or at the Company’s discretion in cash. The contingent portion of the purchase price is a potential earn-out of up to C$5.0 million (US$4.60 million) based on MediaMiser’s revenues and EBITDA during the period from April 1, 2016 until March 31, 2017. The contingent consideration if earned is payable in May 2017 in cash, or at the Company’s discretion in up to 70% in the Company’s common stock with the balance in cash. Shares of the Company’s common stock will be valued for any payment at the weighted average closing price for the ten consecutive trading days immediately preceding the date on which the payment is due.

For additional information see the Company's Report on Form 8-K dated July 28, 2014. The information in the financial statements of this Report on Form 10-Q is for the quarterly period ended June 30, 2014, and does not reflect any aspect of the MediaMiser transaction.