Common use of Additional Purchase Price Clause in Contracts

Additional Purchase Price. (a) In the event of a Qualifying Subsequent Transaction (as defined below), the Aggregate Investor Purchase Price or the Aggregate Management Purchase Price, as applicable, shall be increased by the Make Whole Amount (as defined below). The Make Whole Amount shall be paid by the Investor if the Make Whole Amount applies to the exercise of the Investor Call Option or the Management Stockholders if the Make Whole Amount applies to the exercise of the Management Call Option, at the times and in the form of consideration as called for by the Qualifying Subsequent Transaction as if the recipient(s) entitled to the Make Whole Amount were recipient(s) of consideration in the Qualifying Subsequent Transaction; provided, however, that if the consideration in the Qualifying Subsequent Transaction consists in whole or in part of securities issued in a private offering and issuance (or transfer) of the securities to the recipient(s) of the Make Whole Amount is not permitted by the issuer of such securities, then the recipients shall be entitled to receive the fair market value of such securities determined by appraisal by an experienced valuation firm acceptable to Investor and a Majority Interest or, if a mutual agreement cannot be reached, then by the average of the values determined by an appraiser selected by each of the Investor and the Majority Interest, in cash from the Investor if the Make Whole Amount applies to the exercise of the Investor Call Option or the Management Stockholders if the Make Whole Amount applies to the exercise of the Management Call Option. (b) For purposes of this Section 3.3, “Make Whole Amount” means the aggregate difference (but only if a positive number) between (i) the price per share received by the Investor pursuant to the exercise of the Management Call Option or the price per share received by the Management Stockholders pursuant to the exercise of the Investor Call Option, as applicable; and (ii) the price per share received by the Investor or the Management Stockholders, as applicable, in the Qualifying Subsequent Transaction; provided, that in a sale of assets by the Company, any amount received by the Company in such Qualifying Subsequent Transaction shall be deemed to have been received by the Stockholders of the Company in proportion to their ownership of Shares.

Additional Purchase Price. (ai) In MOI and the event Shareholders agree with BRG that neither MOI nor the Shareholders have any expectation that further consideration for the sale of the Purchased Assets (beyond the Preliminary Purchase Price) shall be payable to MOI unless and until the operating income of MOI Acquisition Corp. shall have met certain thresholds as contemplated in the calculation of the Additional Purchase Price defined in Section 2(c)(ii) below. As a Qualifying Subsequent Transaction material inducement for BRG and MOI Acquisition Corp. to enter into this Agreement, MOI and the Shareholders agree that they will assume the risks associated with MOI Acquisition Corp. achieving the operating income results necessary for MOI to earn the payments of the Additional Purchase Price provided for in this Section 2(c). (as defined belowii) Subject to the terms and conditions herein, on the 60th day following the end of each 12-month period (each, an "Applicable Period") set forth on Exhibit C hereto (each, an "Additional Payment Date") (or on the immediately following business day if an Additional Payment Date is not a business day), and in addition to the Aggregate Investor Purchase Price or the Aggregate Management Preliminary Purchase Price, BRG shall deliver to MOI the amount set forth on Exhibit C (in each case, "Additional Purchase Price") for such Applicable Period calculated as applicableset forth in such Exhibit C. Each Additional Purchase Price payment, if any, shall be increased by allocated entirely to goodwill as set forth on Exhibit E. The Preliminary Purchase Price and the Make Whole Amount Additional Purchase Price, if any, are collectively referred to herein as the "Purchase Price." (as defined below)d) Delivery. The Make Whole Amount At the Closing, MOI shall be paid by the Investor if the Make Whole Amount applies deliver to the exercise MOI Acquisition Corp. an executed Xxxx of the Investor Call Option or the Management Stockholders if the Make Whole Amount applies to the exercise of the Management Call Option, at the times and Sale in the form attached hereto as Exhibit D and any other appropriate instruments of consideration as called for by the Qualifying Subsequent Transaction as if the recipient(s) entitled transfer of title to the Make Whole Amount were recipient(s) of consideration in Purchased Assets evidencing the Qualifying Subsequent Transaction; provided, however, that if the consideration in the Qualifying Subsequent Transaction consists in whole or in part of securities issued in a private offering purchase and issuance (or transfer) sale of the securities Purchased Assets, as well as all title documents relating to the recipient(s) of Purchased Assets, duly executed or endorsed for transfer to MOI Acquisition Corp. At the Make Whole Amount is not permitted by Closing, BRG shall deliver to MOI the issuer of such securities, then the recipients shall be entitled to receive the fair market value of such securities determined by appraisal by an experienced valuation firm acceptable to Investor and a Majority Interest or, if a mutual agreement cannot be reached, then by the average of the values determined by an appraiser selected by each of the Investor and the Majority Interest, in cash from the Investor if the Make Whole Amount applies to the exercise of the Investor Call Option or the Management Stockholders if the Make Whole Amount applies to the exercise of the Management Call Option. Initial Preliminary Payment. (b) For purposes of this Section 3.3, “Make Whole Amount” means the aggregate difference (but only if a positive number) between (i) the price per share received by the Investor pursuant to the exercise of the Management Call Option or the price per share received by the Management Stockholders pursuant to the exercise of the Investor Call Option, as applicable; and (ii) the price per share received by the Investor or the Management Stockholders, as applicable, in the Qualifying Subsequent Transaction; provided, that in a sale of assets by the Company, any amount received by the Company in such Qualifying Subsequent Transaction shall be deemed to have been received by the Stockholders of the Company in proportion to their ownership of Shares.e)

Additional Purchase Price. During the time period commencing on the Closing Date and terminating on June 30, 2013 (“Earnout Period”), Seller shall have the non-exclusive right to propose a new lease with: (a) any of the prospective tenants listed on Exhibit “A,” attached hereto (the “Prospective Tenant List”); or (b) any other third party (not affiliated with Seller) sourced by Seller (each, an “Earnout Lease”) and collectively, the “Earnout Leases”), for the vacant space or vacant pad existing at the Shopping Center as of the Closing, which vacant space and vacant pad are depicted on Exhibit “B,” attached hereto (the “Vacant Space”). Each Earnout Lease and the terms and conditions thereof shall be subject to the review and approval by Buyer, which approval may be granted or withheld in Buyer’s sole but reasonable discretion. In the event Buyer approves in writing one or more Earnout Leases pursuant to the provisions of a Qualifying Subsequent Transaction this Section 1, then Buyer shall be obligated to pay to Seller the Additional Purchase Price (as defined below), the Aggregate Investor Purchase Price or the Aggregate Management Purchase Price, as applicable, which shall be increased by calculated in accordance with the Make Whole Amount following provisions. Step 1: Compute the aggregate Stabilized Rent (as defined below). The Make Whole Amount shall be paid by the Investor if the Make Whole Amount applies to the exercise of the Investor Call Option or the Management Stockholders if the Make Whole Amount applies to the exercise of the Management Call Option, at the times and in the form of consideration as called for by the Qualifying Subsequent Transaction as if the recipient(s) entitled to the Make Whole Amount were recipient(s) of consideration in the Qualifying Subsequent Transaction; provided, however, that if the consideration in the Qualifying Subsequent Transaction consists in whole or in part of securities issued in a private offering and issuance (or transfer) of the securities to the recipient(s) of the Make Whole Amount is not permitted by the issuer of such securities, then the recipients shall be entitled to receive the fair market value of such securities determined by appraisal by an experienced valuation firm acceptable to Investor and a Majority Interest or, if a mutual agreement cannot be reached, then by the average of the values determined by an appraiser selected by each of the Investor and the Majority Interest, in cash from the Investor if the Make Whole Amount applies to the exercise of the Investor Call Option or the Management Stockholders if the Make Whole Amount applies to the exercise of the Management Call Option. (b) For purposes of this Section 3.3, “Make Whole Amount” means the aggregate difference (but only if a positive number) between with respect to: (i) the price per share received by the Investor pursuant to the exercise Leases in effect as of the Management Call Option or Closing Date (collectively, the price per share received by the Management Stockholders pursuant to the exercise “Existing Leases”); and (ii) all of the Investor Call OptionEarnout Leases entered into during the Earnout Period which satisfy the following requirements: (A) the applicable Earnout Leases that have been approved by Buyer, which approval may be granted or withheld in the sole but reasonable discretion of Buyer; (B) the applicable Earnout Leases are leases of the Vacant Space; (C) the applicable Earnout Leases are in full force and effect as applicableof the expiration of the Earnout Period; and (D) the tenants under the applicable Earnout Leases are not in default in the performance of any of their obligations under their respective Earnout Leases (collectively, the “Earnout Period Qualified Leases”). The Stabilized Rent shall be calculated by adding (w) the sum of: (i) the Stabilized Rent for the Existing Leases as of the Closing; and (ii) the price per share received Stabilized Rent for the Earnout Period Qualified Leases as of the expiration of the Earnout Period; plus (x) the annualized projected operating expenses, maintenance expenses, insurance costs and tax costs that are subject to reimbursement by the Investor applicable tenants pursuant to each of the Existing Leases and the Earnout Period Qualified Leases. For the purposes of calculating the Stabilized Rent in this Step 1, the “Stabilized Rent” for a particular Existing Lease or Earnout Period Qualified Lease means (y) in the Management Stockholderscase of each Existing Lease, the full contractual annualized base rent due under such Existing Lease as applicableof the Closing; and (z) in the case of each Earnout Period Qualified Lease, the full contractual annualized base rent due under such Earnout Period Qualified Lease as of the expiration of the Earnout Period, in each case calculated without regard to any annual increase in base rent and calculated without regard to any rent abatement period, rent credits, rent holidays, or other Tenant Inducement Costs. Notwithstanding any of the Qualifying Subsequent Transaction; providedterms and conditions to the contrary contained in this definition of Stabilized Rent, that in a sale if the terms of assets by any Existing Lease or Earnout Period Qualified Lease call for the Companyscheduled annualized base rent to reduce from time to time during the term of such lease, any amount received by then the Company in full annualized contractual base rent of such Qualifying Subsequent Transaction lease for purposes of these calculations shall be deemed to have been received be the lowest scheduled annualized base rent called for by the Stockholders applicable lease after the commencement of any such reductions. Step 2: If the actual vacancy rate in the Shopping Center at the expiration of the Company Earnout Period with respect to retail space that is available for lease is less than five percent (5%), then recalculate the amount computed in proportion Step 1 utilizing a vacancy reserve in an amount equal to their ownership the difference between the actual vacancy for such retail space and the vacancy as calculated by utilizing a five percent (5%) vacancy rate for such retail space. For example, if the actual vacancy rate with respect to retail space that is available to lease is three percent (3%), the amount computed in Step 1 above would be reduced by the product obtained by multiplying the amount computed in Step 1 by two percent (2%) 5% - 3% = 2%. Step 3: Subtract from the amount computed as a result of Shares.Step 2: (a) the annual operating expenses, maintenance expenses, insurance costs and tax expenses of the Shopping Center as of the expiration of the Earnout Period (as projected by Buyer and reasonably approved by Seller),

Additional Purchase Price. (a) In addition to the event of a Qualifying Subsequent Transaction (as defined below), the Aggregate Investor Purchase Price or the Aggregate Management Initial Cash Purchase Price, as applicable, shall be increased by Borrower may request that Investor deliver to it up to an additional $250,000.00 (the Make Whole Amount (as defined below“Maximum Additional Purchase Price”). The Make Whole Amount shall be paid by the Investor if the Make Whole Amount applies to the exercise Any request for delivery of any portion of the Maximum Additional Purchase Price (any such portion so requested, the “Additional Purchase Price”) must be in writing (each, an “Additional Purchase Price Request”) and must be accompanied by any documentation Investor Call Option may request in its sole and absolute discretion. Borrower may request that Investor deliver all or the Management Stockholders if the Make Whole Amount applies to the exercise any portion of the Management Call Option, Maximum Additional Purchase Price to Borrower at any time following the times and in the form of consideration as called for by the Qualifying Subsequent Transaction as if the recipient(s) entitled to the Make Whole Amount were recipient(s) of consideration in the Qualifying Subsequent TransactionClosing Date; provided, however, that if it may not deliver more than one (1) Additional Purchase Price Request to Investor during any fifteen (15) day period during which the consideration Note is outstanding. Following its receipt of any Additional Purchase Price Request, Investor may elect, in its sole discretion, whether or not to deliver the requested Additional Purchase Price to Borrower. For the avoidance of doubt, Investor may delay and/or condition its delivery of all or any portion of the requested Additional Purchase Price in any manner Investor so chooses, or Investor may determine, in its sole and absolute discretion, to not deliver all or any portion of any requested Additional Purchase Price. Following Investor’s delivery of any Additional Purchase Price to Borrower, the portion of the OID (as defined below) attributable to such Additional Purchase Price shall be immediately and automatically deemed to be fully earned and such amount (comprised of both the Additional Purchase Price, the earned OID, and all interest and other amounts earned and attributable to such Additional Purchase Price under the Note) shall be immediately and automatically included in the Qualifying Subsequent Transaction consists in whole or in part of securities issued in a private offering and issuance Conversion Eligible Outstanding Balance (or transfer) of the securities to the recipient(s) of the Make Whole Amount is not permitted by the issuer of such securities, then the recipients shall be entitled to receive the fair market value of such securities determined by appraisal by an experienced valuation firm acceptable to Investor and a Majority Interest or, if a mutual agreement cannot be reached, then by the average of the values determined by an appraiser selected by each of the Investor and the Majority Interest, in cash from the Investor if the Make Whole Amount applies to the exercise of the Investor Call Option or the Management Stockholders if the Make Whole Amount applies to the exercise of the Management Call Option. (b) For purposes of this Section 3.3, “Make Whole Amount” means the aggregate difference (but only if a positive number) between (i) the price per share received by the Investor pursuant to the exercise of the Management Call Option or the price per share received by the Management Stockholders pursuant to the exercise of the Investor Call Option, as applicable; and (ii) the price per share received by the Investor or the Management Stockholders, as applicable, defined in the Qualifying Subsequent Transaction; provided, that in a sale of assets by the Company, any amount received by the Company in such Qualifying Subsequent Transaction shall be deemed to have been received by the Stockholders of the Company in proportion to their ownership of SharesNote).