Consideration for Transfer of Assets. The parties hereto agree and acknowledge that the consideration for the Transfer of the Target Assets hereunder shall be RMB 1,004,530,000, as determined based on the assets valuation prices; provided however that, such consideration of Transfer shall be subject to adjustments to be made by reference to the definitive valuation results filed with the SASAC.

Consideration for Transfer of Assets. In consideration of the conveyance of the Transferred Assets transferred to Buyer as set forth in Section 1.01,on the Effective Time: (a) The Settlement Agreement shall become effective and, pursuant thereto and Consistent with section 4.1.2 of the Plan, Seller shall hold an “Allowed Claim” (as defined in the Plan), in the stipulated amount of $6,792,150, reduced to $5,500,000 at Closing; (b) Buyer shall assume and agree to timely credit, recognize, offset and otherwise satisfy the obligations relating to the Assumed Liabilities, including the obligation to honor and/or refund, as applicable, the Deposits in the amount of $1,806,848, which such credit and payment shall be deemed received as of Closing and shall reduce the Allowed CBC Claim to $5,500,000, and the Debt Conversion Shares to be issued to CBC pursuant to sections 4.1.3 and 4.5.2 of the Plan shall be based upon this net amount; (c) Buyer shall become irrevocably obligated to pay to Seller an amount equal to: (i) 10% of gross revenue of Reorganized Debtor arising after the Effective Date to Distributors and Subcontractors; plus (ii) 5% (reduced by 0.5% at the end of each annual period) of all other gross revenue, all as more particularly set forth in that certain “Revenue Sharing Agreement” attached hereto as Exhibit A and incorporated herein by reference and to be executed and delivered at the Closing; and (d) as provided in the Plan, the Allowed CBC Claim shall be reduced, credited, and deemed paid in the amount of $1,292,150.00, which is the amount by which the Deposits exceed the book value of Inventory and other tangible personal property sold and transferred by Seller to Buyer.

Consideration for Transfer of Assets. To provide the consideration for the transfer of substantially all of the assets of the NextWave Debtors, including the Licenses, to Nextel or one or more of its Subsidiaries, Nextel would obtain the additional capital necessary to meet the following obligations, which shall be satisfied, as applicable, either directly by Nextel or out of the escrow account to be established as contemplated by Section III.A.1 below, in either case no later than 30 days after the Effective Date: (1) the FCC Base Payment; (2) the Additional FCC Payment; (3) the satisfaction of the claims of other creditors of the NextWave Debtors, pursuant to the terms of the Plan; and (4) the payment of amounts to be determined on account of the interests held by equity security holders of the NextWave Debtors, pursuant to the terms of the Plan. Under this proposal, the FCC would receive total consideration on account of the Licenses of at least $2.092 billion, consisting of the FCC Base Payment (approximately $1.593 billion), the retained Deposits (approximately $499 million) and the Additional FCC Payment, if any.

Consideration for Transfer of Assets. For and in consideration of the transfer of the interests set forth in paragraph 1 above, CNG has issued 200 shares of its Convertible Preferred Stock to Cottonwood, GAR and CGM, as follows: 2 NAME SHARES STOCK CERTIFICATE NO. ---- ------ --------------------- Cottonwood 99 CP1 GAR 1 CP2 CGM 100 CP3

Consideration for Transfer of Assets. (a) As consideration for Seller transferring, conveying and granting the Systems to Xxxxx, Xxxxx agrees to pay Seller, at the Closing, (the “System Purchase Price”), together with the assumption of those liabilities related to the Systems which are specifically identified in this Agreement in Schedule 3(a) attached hereto (“Assumed Liabilities”). For the sake of clarity, other than the Assumed Liabilities, Seller shall retain all liabilities relating to the Systems that arose prior to the Closing Date. (b) As consideration for Xx. Xxxxxxx conveying his personal goodwill associated with the business of Xxxxxx, Xxxxx agrees to pay Xx. Xxxxxxx, at the Closing, (the “Goodwill Purchase Price”, and, collectively with the System Purchase Price, the “Purchase Price”). (c) In addition to the consideration mentioned in Section 3(a), the Parties agree to the prorated allocation of income and expenses as provided for in Section 15 of this Agreement. (d) Subject to the requirements of state and federal law, within sixty (60) days after the Closing Date, the Parties will agree upon an allocation of the System Purchase Price and amount of Assumed Liabilities among the assets in accordance with Section 1060 of the U.S. Internal Revenue Code (“Code”) and the regulations thereunder (and any similar provisions of other law, as appropriate). The Parties agree to cooperate with each other, and to furnish each other with such information as is reasonably requested by the other Party, for purposes of determining the allocation of the System Purchase Price and amount of Assumed Liabilities among the transferred assets. The Parties agree to make a consistent use of such agreed upon allocation for all tax purposes and in all tax returns, including the filing of IRS Form 8594 as required by Section 1060 of the Code.

Consideration for Transfer of Assets. (a) Consideration from Verity US. Subject to the terms and conditions set forth in this Agreement, and in consideration for Sellers' transfer of the Assets pursuant to Section 1.1 (Transfer of Assets):

Consideration for Transfer of Assets. 2.1 Consideration to be Paid. ------------------------ (a) In full consideration for the Assets, and subject to the terms and conditions of this Agreement, the Buyer shall, on the Closing Date: (i) pay to or upon the order of the Seller the amount of One Million Four Hundred Twenty-Five Thousand Dollars ($1,425,000) in immediately available funds (U.S. Dollars) by wire transfer to such account as the Seller may designate; (ii) pay the amount of Five Hundred Seventy-Five Thousand Dollars ($575,000) in immediately available funds (U.S. Dollars) by wire transfer to such account as the Escrow Agent may designate to be held in accordance with an Escrow Agreement (the "Escrow Agreement") in the form attached as Exhibit 2.1 (a); --------------- (iii) cause to be delivered to Escrow Agent an aggregate number of shares of COMFORCE Stock registered in the name of Seller that is the highest whole number of shares of COMFORCE Stock that has an aggregate value not greater than Five Hundred Seventy-Five Thousand Dollars ($575,000), said value to be determined based on the average closing price of said stock as quoted on the American Stock Exchange on each of the ten (10) business days ending on the third (3rd) business day occurring immediately prior to the Closing Date, all of which shall be Restricted Shares, as that term is defined in the Stockholders Agreement attached hereto as Exhibit 7.8; ----------- (iv) deliver to Seller a duly executed Contingent Payment Certificate (the "Contingent Payment Certificate") in the form attached as Exhibit 2.1 (b); and --------------- (v) deliver an undertaking, satisfactory in form and substance to the Seller and its counsel (the "Assumption Agreement"), whereby the Buyer (A) assumes any

Consideration for Transfer of Assets. The Purchase Price and other consideration to be delivered to the Seller for conveyance of the Assets pursuant to this Agreement (including but not limited to, the Purchase Price), constitutes reasonably equivalent value for the Assets. The Seller has not been sued or threatened with suit by any creditor before the execution of this Agreement, except as disclosed in Schedule 4.1.k hereto, and the Seller has not concealed any of the Assets from its creditors.

Consideration for Transfer of Assets. (a) As consideration for Seller transferring, conveying and granting the Systems to Xxxxx, Xxxxx agrees to pay Seller, or its successor entity that is beneficially owned by Seller’s current shareholders, Xxxxx X. Xxxxxxx and Xxxxx X. Xxxxxx, (“the Purchase Price”), together with the assumption of those liabilities related to the Systems which are specifically identified in this Agreement in Schedule 2(a) attached hereto (“Assumed Liabilities”). The Purchase Price shall be paid according to the terms and conditions of the Promissory Note given to Seller by Buyer, attached hereto as Exhibit A. (b) In addition to the consideration mentioned in Section 2(a), the Parties agree to the prorated allocation of income and expenses as provided for in Section 14 of this Agreement. ELECTRONICALLY FILED - 2020 September 4 3:12 PM - SCPSC - Docket # 2020-225-WS - Page 4 of 53 (c) Subject to the requirements of state and federal law, within sixty (60) days after the Closing Date, the Parties will agree upon an allocation of the Purchase Price and amount of Assumed Liabilities among the assets in accordance with Section 1060 of the U.S. Internal Revenue Code (“Code”) and the regulations thereunder (and any similar provisions of other law, as appropriate). The Parties agree to cooperate with each other, and to furnish each other with such information as is reasonably requested by the other Party, for purposes of determining the allocation of the Purchase Price and amount of Assumed Liabilities among the transferred assets. The Parties agree to make a consistent use of such agreed upon allocation for all tax purposes and in all tax returns, including the filing of IRS Form 8594 as required by Section 1060 of the Code.

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