Common use of Deferred Purchase Price Clause in Contracts

Deferred Purchase Price. (a) Payment of the Deferred Purchase Price, if any, shall be subject to and conditioned upon a bona fide, third party sale, lease or other transfer or re-development of the Hospital or any part thereof by the Purchaser to an entity unrelated to Purchaser or Seller, or the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereof, or except as otherwise set forth in subparagraph (b), any other occurrence that results in the receipt by Purchaser of monetary consideration with respect to the Hospital or the Digital Hospital Parcel (a “Hospital Disposition”). In such event, subject to the provisions of Section 3.4(b) below, the Deferred Purchase Price shall be payable to Seller as provided in Section 3.1(b) hereof within thirty (30) days after the closing of a Hospital Disposition. The amount of the Deferred Purchase Price shall be determined in accordance with the provisions of Section 3.4(b) below. (b) Except as otherwise provided in subparagraph (c), the Deferred Purchase Price shall be an amount equal to forty percent (40%) of the Net Profit, if any, realized by Purchaser on a Hospital Disposition. The “Net Profit” shall be an amount equal to the amount by which the Disposition Proceeds (herein defined) exceed the sum of the following: (i) $1,500,000; (ii) the “Hospital Acquisition Cost” (herein defined), (iii) the “Carry Cost” (herein defined), (iv) the “Improvement Cost” (as herein defined), (v) the “Parcel I Subdivision Costs” (herein defined), and (vi) the “Preferred Return” (herein defined); provided, however, that if payment of any portion of the Disposition Proceeds is deferred (i.e., purchase money financing), then the payment of the Deferred Purchase Price shall also be deferred until such time as Seller has received Disposition Proceeds in a cash amount equal to the sum of the amounts specified in (i) through (vi) hereof, at which time Purchaser shall be obligated to pay Seller an amount equal to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaser, which shall be due and payable within thirty (30) days of Purchaser’s receipt of said payment. It is specifically agreed and understood that if the Purchaser elects to donate the Hospital or any part of the Hospital Parcel in exchange for tax abatements or any other non-cash benefits, any such tax abatements or non-cash benefits shall not be deemed Disposition Proceeds for purposes of the provisions of this Section 3.4. However, any such donation shall be treated as being donated from both Seller and Purchaser. (c) If, (1) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a definitive agreement with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition and such definitive agreement is duly consummated within ninety (90) days of its effective date, or (2) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a letter of intent (or other nonbinding expression of interest) with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition, and such letter of intent is reduced to a definitive agreement within ninety (90) days of the letter of intent, and such definitive agreement is duly consummated within ninety (90) days of its effective date, then, in either of the events described in (1) or (2), the Deferred Purchase Price shall be equal to sixty percent (60%) of the Net Profit realized by Purchaser on such Hospital Disposition. It is specifically understood and agreed that any such agreement with the U.S. Department of Defense or any agency, department or branch of the United States shall be subject to the prior written approval of Purchaser, which such approval may be granted or refused by Purchaser in its sole discretion, and any agreement entered into by Seller (if prior to the Closing Date) without such prior written approval shall be null and void as to the Purchaser. Seller covenants and agrees that it will disclose the Purchaser’s exclusive approval rights to the U.S. Department of Defense or any agency, department or branch of the United States government with whom Seller may be negotiating in order to preserve Purchaser’s rights under this paragraph. (d) The following terms shall have the meanings set forth below for purposes of this Section 3.4:

Deferred Purchase Price. (a) Promptly following the first anniversary of the Initial Closing, Purchaser shall deliver to Seller a statement setting forth its good faith calculation of Trailing Total Volume along with reasonable supporting documentation related thereto. In the event that Seller disputes Purchaser’s calculation of Trailing Total Volume, Seller shall notify Purchaser and the Parties shall work in good faith for a period up to thirty (30) days to resolve any discrepancies or disagreements. In the event that the Parties are unable to resolve any such discrepancies or disagreements during such thirty (30) day period, the Parties shall submit the matter to the Independent Accountant in accordance with the process contemplated by Section 2.4. In the event that the Trailing Total Volume is equal to or greater than 65% of the Total Volume, Purchaser shall pay to Seller, by wire transfer of immediately available funds, $1,000,000.00 (the “Deferred Purchase Price Payment”). Subject to Section 5.15(b), the Deferred Purchase Price Payment, if payable as determined by Purchaser’s calculation of Trailing Total Volume or subsequently by agreement of the Parties or determination of the Independent Accountant, shall be paid to Seller within three (3) Business Days following the first to occur of (i) Purchaser’s determination that such amount is owed, (ii) such time as the Parties resolve any discrepancies or disagreements related thereto in accordance with this Section 5.15(a), or (iii) following the date of final determination by the Independent Accountant. Purchaser shall not take any action or omit to take any action with the intent of reducing the Trailing Total Volume during the twelve (12) months following the Initial Closing. (b) In the event the Deferred Purchase Price Payment is due to Seller, and at or prior to such time Purchaser has delivered to Seller notice of a Claim in accordance with Section 8.4, and such Claim has not been resolved, Purchaser and Seller agree that all or any portion of the Deferred Purchase PricePrice Payment representing the Purchaser’s good faith estimate of the indemnifiable Losses that may be incurred pursuant to such unresolved Claim shall not be paid over to Seller, but shall instead be deposited with a third party escrow agent reasonably acceptable to Purchaser and Seller, to be held pending resolution of such Claim, it being agreed that the balance of the Deferred Purchase Price Payment that is not subject to dispute, if any, shall be subject paid to and conditioned upon a bona fide, third party sale, lease or other transfer or re-development of the Hospital or any part thereof by the Purchaser to an entity unrelated to Purchaser or Seller, or the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereof, or except Seller as otherwise set forth in subparagraph (bSection 5.15(a), any other occurrence that results in the receipt by Purchaser of monetary consideration with respect to the Hospital or the Digital Hospital Parcel (a “Hospital Disposition”). In such event, subject to the provisions of Section 3.4(b) below, the Deferred Purchase Price shall be payable to Seller as provided in Section 3.1(b) hereof within thirty (30) days after the closing of a Hospital Disposition. The amount of the Deferred Purchase Price shall be determined in accordance with the provisions of Section 3.4(b) below. (b) Except as otherwise provided in subparagraph (c), the Deferred Purchase Price shall be an amount equal to forty percent (40%) of the Net Profit, if any, realized by Purchaser on a Hospital Disposition. The “Net Profit” shall be an amount equal to the amount by which the Disposition Proceeds (herein defined) exceed the sum of the following: (i) $1,500,000; (ii) the “Hospital Acquisition Cost” (herein defined), (iii) the “Carry Cost” (herein defined), (iv) the “Improvement Cost” (as herein defined), (v) the “Parcel I Subdivision Costs” (herein defined), and (vi) the “Preferred Return” (herein defined); provided, however, that if payment of any portion of the Disposition Proceeds is deferred (i.e., purchase money financing), then the payment of the Deferred Purchase Price shall also be deferred until such time as Seller has received Disposition Proceeds in a cash amount equal to the sum of the amounts specified in (i) through (vi) hereof, at which time Purchaser shall be obligated to pay Seller an amount equal to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaser, which shall be due and payable within thirty (30) days of Purchaser’s receipt of said payment. It is specifically agreed and understood that if the Purchaser elects to donate the Hospital or any part of the Hospital Parcel in exchange for tax abatements or any other non-cash benefits, any such tax abatements or non-cash benefits shall not be deemed Disposition Proceeds for purposes of the provisions of this Section 3.4. However, any such donation shall be treated as being donated from both Seller and Purchaser. (c) If, (1) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a definitive agreement with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition and such definitive agreement is duly consummated within ninety (90) days of its effective date, or (2) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a letter of intent (or other nonbinding expression of interest) with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition, and such letter of intent is reduced to a definitive agreement within ninety (90) days of the letter of intent, and such definitive agreement is duly consummated within ninety (90) days of its effective date, then, in either of the events described in (1) or (2), the Deferred Purchase Price shall be equal to sixty percent (60%) of the Net Profit realized by Purchaser on such Hospital Disposition. It is specifically understood and agreed that any such agreement with the U.S. Department of Defense or any agency, department or branch of the United States shall be subject to the prior written approval of Purchaser, which such approval may be granted or refused by Purchaser in its sole discretion, and any agreement entered into by Seller (if prior to the Closing Date) without such prior written approval shall be null and void as to the Purchaser. Seller covenants and agrees that it will disclose the Purchaser’s exclusive approval rights to the U.S. Department of Defense or any agency, department or branch of the United States government with whom Seller may be negotiating in order to preserve Purchaser’s rights under this paragraph. (d) The following terms shall have the meanings set forth below for purposes of this Section 3.4:

Deferred Purchase Price. (a) Payment of the Deferred Purchase Price, if any, shall be subject to and conditioned upon a bona fide, third party sale, lease or other transfer or re-development of the Hospital or any part thereof by the Purchaser to an entity unrelated to Purchaser or Seller, or the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereof, or except as otherwise set forth in subparagraph (b), any other occurrence that results in the receipt by Purchaser of monetary consideration with respect to the Hospital or the Digital Hospital Parcel (a “Hospital Disposition”). In such event, subject to the provisions of Section 3.4(b) below, the The Deferred Purchase Price shall be payable paid in five equal annual installments, with the first such installment to Seller as provided in Section 3.1(b) hereof within thirty (30) days after the closing of a Hospital Dispositionbe paid on May 21, 2002. The amount of the Deferred Purchase Price shall be determined evidenced by a promissory note from Buyer in accordance the form attached hereto as Exhibit 2.03 (the "Note"). No interest shall accrue on the Deferred Purchase Price so long as there is no default under the Note. If there is default under the Note, interest shall accrue as provided therein. In addition; (a) If CTC (or its successor in interest) completely discontinues and abandons the technology described in Section 1.00(a) of that certain License Agreement between Buyer, Seller and CTC, dated on even date herewith, and any technology materially derived therefrom (collectively, the "Licensed Technology"), then Buyer shall be relieved from the obligations to make additional installment payments under the Note. Payment obligations under the Note shall not cease until Seller receives written notice ("Discontinuation Notice") of the discontinuation and abandonment of the Licensed Technology (regardless whether such discontinuance and abandonment in fact have occurred prior to the date Seller receives the Discontinuance Notice). In addition to any other payments then due hereunder, Buyer shall also promptly pay Seller a pro-rated amount based on the period between the date the last installment payment was due hereunder and the later of the date (i) the Discontinuation Notice is received by Seller, and (ii) the actual date use of the Licensed Technology is discontinued and abandoned. Upon issuance of a Discontinuation Notice, Buyer shall afford Seller reasonable access to facilities and records to verify such discontinuation. Any disagreement in respect to a Discontinuation Notice shall be resolved as provided in Section 11.07 of this Agreement. If, in conjunction with the provisions Discontinuation Notice, CTC discontinues all of Section 3.4(b) belowits other business operations, and CTC has insufficient funds to pay all of CTC's debts, the Final Payment shall be paid to Holder after the Bank Debt and the trade debt of CTC (excluding debt owed to CTC by Amcast or any of its Affiliates, is paid in full. (b) Except as otherwise provided in subparagraph All principal under the Note, and all accrued and unpaid interest thereon (c"Balance"), shall become immediately due and payable (x) if the Deferred Purchase Price shall be an amount equal Licensed Technology or the use thereof is sold, licensed, or otherwise transferred to forty percent anyone other than Buyer, (40%y) upon the sale or transfer of substantially all of the Net Profitassets of CTC (or, if anyCTC is consolidated into or merged with Buyer or an Affiliate thereof, realized by Purchaser on then upon the sale or transfer of substantially all of the assets of the division or entity comprising the successor to CTC) to an entity other than Buyer, or (z) if Buyer (or any Affiliate of Buyer) ceases to be a Hospital Dispositiongeneral partner, or own in excess of 50% of CTC. The “Net Profit” shall Balance will be an amount equal paid to Seller only to the amount extent the value of the consideration received by which the Disposition Proceeds (herein defined) exceed Buyer or any Affiliate thereof exceeds the sum of the following: Bank Debt and the trade debt of CTC (i) $1,500,000; (ii) excluding debt owed to CTC by Buyer or any of its Affiliates). If the “Hospital Acquisition Cost” (herein defined)entire Balance is not paid pursuant to this provision, (iii) the “Carry Cost” (herein defined), (iv) the “Improvement Cost” (as herein defined), (v) the “Parcel I Subdivision Costs” (herein defined), and (vi) the “Preferred Return” (herein defined); provided, however, that if payment of any portion of the Disposition Proceeds is deferred (i.e., purchase money financing), then the payment of the Deferred Purchase Price shall also be deferred until such time as Seller has received Disposition Proceeds in a cash amount equal to the sum of the amounts specified in (i) through (vi) hereof, at which time Purchaser remaining Balance shall be obligated to pay Seller an amount equal to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaser, which shall be due and payable within thirty (30) days of Purchaser’s receipt of said payment. It is specifically agreed and understood that if paid as provided in the Purchaser elects to donate the Hospital or any part of the Hospital Parcel in exchange for tax abatements or any other non-cash benefits, any such tax abatements or non-cash benefits shall not be deemed Disposition Proceeds for purposes of the provisions first paragraph of this Section 3.42.03. However, any such donation Buyer shall be treated as being donated from both give Seller and Purchaser. (c) If, (1) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a definitive agreement with the U.S. Department of Defense or any agency, department or branch written notice in reasonable detail of the United States government for a Hospital Disposition and such definitive agreement is duly consummated foregoing events within ninety ten (90) days of its effective date, or (2) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a letter of intent (or other nonbinding expression of interest) with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition, and such letter of intent is reduced to a definitive agreement within ninety (9010) days of the letter of intent, occurrence and such definitive agreement is duly consummated within ninety (90) days of its effective date, then, in either of the events described in (1) or (2), the Deferred Purchase Price shall be equal afford Seller reasonable access to sixty percent (60%) of the Net Profit realized by Purchaser on such Hospital Disposition. It is specifically understood facilities and agreed that any such agreement with the U.S. Department of Defense or any agency, department or branch of the United States shall be subject records to the prior written approval of Purchaser, which such approval may be granted or refused by Purchaser in its sole discretion, and any agreement entered into by Seller (if prior to the Closing Date) without such prior written approval shall be null and void as to the Purchaser. Seller covenants and agrees that it will disclose the Purchaser’s exclusive approval rights to the U.S. Department of Defense or any agency, department or branch of the United States government with whom Seller may be negotiating in order to preserve Purchaser’s rights under this paragraphverify Buyer's representation. (d) The following terms shall have the meanings set forth below for purposes of this Section 3.4:

Deferred Purchase Price. Pay any Acceleration Event Amount of the Deferred Purchase Price (aboth as defined in the ACC Acquisition Documents) Payment unless, on or prior to the ninetieth (90th) day following the payment by Borrowers of any portion of the Deferred Purchase Price, if anyBorrowers shall have provided evidence reasonably satisfactory to Agent that Borrowers have received from the issuance of Stock or Subordinated Debt, shall be subject to and conditioned upon a bona fide, third party sale, lease or other transfer or re-development of net proceeds (after the Hospital or any part thereof by the Purchaser to an entity unrelated to Purchaser or Seller, or the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereofall underwriting commissions, or except as otherwise set forth in subparagraph (b), any investment banking fees and other occurrence that results in the receipt by Purchaser of monetary consideration with respect fees and expenses associated therewith) equal to the Hospital or the Digital Hospital Parcel (a “Hospital Disposition”). In such event, subject to the provisions amount of Section 3.4(b) below, the Deferred Purchase Price shall be payable to Seller as provided in Section 3.1(b) hereof within thirty (30) days after the closing any and all payments of a Hospital Disposition. The amount any Acceleration Event Amounts of the Deferred Purchase Price shall be determined paid by Borrowers plus any increase in accordance with the provisions of Section 3.4(b) below. (b) Except as otherwise provided in subparagraph (c), the Deferred Purchase Price shall be an principal amount equal to forty percent (40%) of the Net Profit, if any, realized Subordinated Contingent Notes caused by Purchaser on a Hospital Dispositionsuch acceleration. The “Net Profit” Lender shall be an amount equal not unreasonably withhold its consent to the amount by which the Disposition Proceeds (herein defined) exceed the sum of the following: (i) $1,500,000; (ii) the “Hospital Acquisition Cost” (herein defined), (iii) the “Carry Cost” (herein defined), (iv) the “Improvement Cost” (as herein defined), (v) the “Parcel I Subdivision Costs” (herein defined), and (vi) the “Preferred Return” (herein defined); provided, however, that if payment issuance of any portion of the Disposition Proceeds is deferred (i.e., purchase money financing), then the payment of the Deferred Purchase Price shall also be deferred until such time as Seller has received Disposition Proceeds Subordinated Debt issued in a cash amount equal order to the sum of the amounts specified in (i) through (vi) hereof, at which time Purchaser shall be obligated to pay Seller an amount equal to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaser, which shall be due and payable within thirty (30) days of Purchaser’s receipt of said payment. It is specifically agreed and understood that if the Purchaser elects to donate the Hospital or any part of the Hospital Parcel in exchange for tax abatements or any other non-cash benefits, any such tax abatements or non-cash benefits shall not be deemed Disposition Proceeds for purposes of comply with the provisions of this Section 3.46.22.” (w) Section 1 of Exhibit A-1 is amended and restated as follows: 1. HoweverIn accordance with the terms and conditions of Section 13 of the Credit Agreement, any such donation shall be treated the Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, that interest in and to the Assignor’s rights and obligations under the Loan Documents as being donated from both Seller of the date hereof with respect to the Obligations owing to the Assignor, and PurchaserAssignor’s portion of the Revolver Commitment and the Term Loan B Commitment, all as specified on Annex I.” (x) The Annex 1 to Exhibit A-1 to the Credit Agreement is amended and restated as set forth in Annex 1 attached hereto. (cy) If, (1) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a definitive agreement with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition and such definitive agreement is duly consummated within ninety (90) days of its effective date, or (2) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a letter of intent (or other nonbinding expression of interest) with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition, and such letter of intent is reduced to a definitive agreement within ninety (90) days of the letter of intent, and such definitive agreement is duly consummated within ninety (90) days of its effective date, then, in either of the events described in (1) or (2), the Deferred Purchase Price shall be equal to sixty percent (60%) of the Net Profit realized by Purchaser on such Hospital Disposition. It is specifically understood and agreed that any such agreement with the U.S. Department of Defense or any agency, department or branch of the United States shall be subject Schedule B-1 to the prior written approval of Purchaser, which such approval may be granted or refused by Purchaser in its sole discretion, Credit Agreement is amended and any agreement entered into by Seller (if prior to the Closing Date) without such prior written approval shall be null and void restated as to the Purchaser. Seller covenants and agrees that it will disclose the Purchaser’s exclusive approval rights to the U.S. Department of Defense or any agency, department or branch of the United States government with whom Seller may be negotiating in order to preserve Purchaser’s rights under this paragraph. (d) The following terms shall have the meanings set forth below for purposes of this Section 3.4:in Schedule B-1 attached hereto.

Deferred Purchase Price. (a) Payment of the Deferred Purchase Price, if any, shall be subject to and conditioned upon a bona fide, third party sale, lease or other transfer or re-development of the Hospital or any part thereof by the Purchaser to an entity unrelated to Purchaser or Seller, or the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereof, or except as otherwise set forth in subparagraph Within ninety (b), any other occurrence that results in the receipt by Purchaser of monetary consideration with respect to the Hospital or the Digital Hospital Parcel (a “Hospital Disposition”). In such event, subject to the provisions of Section 3.4(b) below, the Deferred Purchase Price shall be payable to Seller as provided in Section 3.1(b) hereof within thirty (3090) days after the closing end of each of Purchaser's 1999 through 2004 fiscal years (which shall be calendar years) (or as soon thereafter as reasonably practicable), Purchaser shall prepare and deliver to the Seller financial statements for the Purchaser for such year, together with a Hospital Dispositionstatement (the "Statement") setting forth the Pre-Tax Income for such year, prepared in accordance with Applicable Accounting Principles. Such financial statements may consist of the financial statements of the Purchaser's parent corporation, The Xxxxxxxxxx Corporation, a Delaware corporation (the "Parent"), including consolidating balance sheets and income statements setting forth the various subsidiaries/divisions of the Parent. On such financial statements, the Business shall be allocated overhead and other expenses (including the cost of capital employed by the Business) in accordance with the terms and procedures set forth in Schedule 2.06 (a) hereto and otherwise in accordance with Applicable Accounting Principles. If requested, Seller shall make reasonable efforts to assist Purchaser and its representatives in the preparation of the Statement. During the forty-five (45) day period following Seller's receipt of the Statement, Seller, at its sole expense, will be permitted to review, or have its accountants, auditors or counsel review, all relevant working papers and books and records of the Purchaser relating to the Statement. Purchaser shall provide reasonable cooperation with this review. The Statement shall become final and binding upon the parties on the forty-fifth day following receipt thereof by Seller unless Seller delivers a written notice (a "Notice of Disagreement") to the Purchaser on or prior to such date that Seller disagrees with the Statement. In order to be valid, any Notice of Disagreement delivered to the Purchaser shall specify in reasonable detail the amount in dispute and the items on the Statement disputed, shall describe in reasonable detail the basis for the objection and all information in the possession of Purchaser which forms the basis thereof, and shall be accompanied by a certificate of Seller's independent auditors that they concur with each of the Deferred Purchase Price positions taken by Seller in the Notice of Disagreement. If a Notice of Disagreement is received by the Purchaser in a timely manner, then the Statement shall be determined become final and binding upon the parties on the date any disputed matters are resolved in accordance with the provisions of set forth in Section 3.4(b) below2.07 hereto. (b) Except In the event the Statement reveals that the Business has achieved certain Pre-Tax Income targets (each, a "Pre-Tax Income Target") for the years 1999 through 2004 as otherwise provided set forth below, then Purchaser shall pay to Seller additional purchase consideration (the "Obligation") in subparagraph (c)the amounts set forth below: Pre-Tax Obligation Income Target Payable ------------- ---------- 1999 $ 1,824,000 $530,000 2000 $ 2,230,000 $600,000 2001 $ 2,375,000 $700,000 2002 $ 2,720,000 $850,000 2003 $ 2,812,000 $850,000 2004 $ 3,220,000 $1,000,000 provided, however, in the Deferred Purchase Price shall be an amount equal to forty percent (40%) of event that in year 2004 the Net Profit, if any, realized by Purchaser on a Hospital Disposition. The “Net Profit” shall be an amount equal to the amount by which the Disposition Proceeds (herein defined) exceed the sum of the following: Seller is due any (i) $1,500,000; Postponed Obligation, (ii) the “Hospital Acquisition Cost” (herein defined)Delayed Obligation, (iii) the “Carry Cost” (herein defined), an Obligation in respect of year 2004 or (iv) the “Improvement Cost” (as herein defined), (v) the “Parcel I Subdivision Costs” (herein defined), and (vi) the “Preferred Return” (herein defined); provided, however, that if payment of any portion of the Disposition Proceeds is deferred (i.e., purchase money financing), then the payment of the Deferred Purchase Price shall also be deferred until such time as Seller has received Disposition Proceeds in a cash amount equal to the sum of the amounts specified in (i) through (vi) hereof, at which time other monetary obligation from Purchaser shall be obligated to pay Seller an amount equal to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaser, which shall be due and payable within thirty (30) days of Purchaser’s receipt of said payment. It is specifically agreed and understood that if the Purchaser elects to donate the Hospital or any part of the Hospital Parcel in exchange for tax abatements under this Agreement or any other non-cash benefitsrelated agreements (each a "Year 2004 Obligation"), any such tax abatements Purchaser's obligation of payment for the Year 2004 Obligations (individually or non-cash benefits shall not be deemed Disposition Proceeds for purposes collectively at the option of the provisions of this Section 3.4. However, any such donation Purchaser) shall be treated as being donated from both Seller and Purchaserreduced by $165,000. (c) IfThe obligations for each year set forth in Section 2.06(b) above shall be paid upon the following terms: In each year that the Purchaser has Pre-Tax Income, (1as set forth in clause 2.06(b) at any time prior above, in an amount equal to April 12or greater than the Pre-Tax Income Target for such year Seller will be paid 100% of the obligation for such year. In the event that the Purchaser has Pre-Tax Income in an amount equal to or greater than 80%, 2008but less than 100%, of the Pre-tax Income Target for such year, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a definitive agreement with the U.S. Department of Defense or any agency, department or branch will be paid 50% of the United States government obligation for a Hospital Disposition and such definitive agreement is duly consummated within ninety year, with payment of the remaining 50% deferred for five (905) days years ("Delayed Obligation"). In the event that the Purchaser has Pre-Tax Income in an amount less than 80% of its effective datethe Pre-Tax Income Target, but not less than the greater of (x) $1,100,000 or (2y) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a letter of intent (or other nonbinding expression of interest) with the U.S. Department of Defense or any agency, department or branch 60% of the United States government Pre-Tax Income Target for a Hospital Dispositionsuch year, and such letter then payment of intent is reduced to a definitive agreement within ninety (90) days 100% of the letter of intent, and unpaid installment for such definitive agreement is duly consummated within ninety year will be deferred for ten (9010) days of its effective date, then, in either of the events described in years (1"Postponed Obligation") or (2), the Deferred Purchase Price shall be equal to sixty percent (60%) of the Net Profit realized by Purchaser on such Hospital Disposition. It is specifically understood and agreed that any such agreement with the U.S. Department of Defense or any agency, department or branch of the United States shall be subject to the terms hereof. In any year where Purchaser has Pre-Tax Income in an amount less than the greater of (x) $1,100,000 or (y) 60% of the Pre-Tax Income Target for such year, Seller will forfeit payment of 100% of the obligation for such year ("Forfeited Obligation"). No portion of the Obligation shall be payable during or with respect to any period in which XxXxx is in breach of a noncompete obligation contained in the Employment Agreement. In any year that the Pre-Tax Income exceeds the relevant target set forth above, Seller may elect to have all or a portion of such excess credited to prior written approval of Purchaser, which such approval may be granted or refused by Purchaser in its sole discretion, and any agreement entered into by Seller years (if prior credited to the Closing Dateearliest year first) without for which the Pre-Tax Income Targets have not been satisfied in full (other than years in which the Obligation was forfeited) rather than crediting such prior written approval excess Pre-Tax Income to the year in which it is actually earned (thereby reducing or eliminating the bonus payable to XxXxx in respect of such year under the Employment Agreement). Any Delayed or Postponed Obligations which are no longer deferrable as a result of the credit shall be null and void paid at the time the credit is recognized. Forfeited Obligations will not be recognized as to the Purchaser. Seller covenants and agrees that it will disclose the Purchaser’s exclusive approval rights to the U.S. Department earned as a result of Defense or any agency, department or branch of the United States government with whom Seller may be negotiating in order to preserve Purchaser’s rights under this paragraphsuch credit. (d) The following terms Obligation in respect of any year shall have be paid to Seller as follows: (i) If no Notice of Disagreement is timely filed (or Seller notifies the meanings Purchaser in writing that they accept the Statement), Purchaser shall deliver the Obligation in the amount set forth below above in cash or at the option of the Parent, in the event of an IPO, in shares of Xxxxxxxxxx Stock that are issued pursuant to an effective registration statement and which are free from any restrictions on resale. Such payment shall be delivered to Seller as soon as practicable, but in no event later than sixty-days following the delivery to Seller of the Statement; (ii) If a Notice of Disagreement is timely filed, upon final resolution of the matter, Purchaser shall deliver the Obligation in the amount set forth above in cash or at the option of the Parent, in the event of an IPO, in shares of Xxxxxxxxxx Stock that are issued pursuant to an effective registration statement and which are free from any restrictions on resale; and (iii) Postponed Obligations and Delayed Obligations shall be paid at their respective maturity (as determined in accordance with the first paragraph of clause (c) of Section 2.06) in cash, or at the option of the Parent, in the event of an IPO, in shares of Xxxxxxxxxx Stock that are issued pursuant to an effective registration statement and which are free from any restrictions on resale; provided, however, any amounts due to Seller from Purchaser pursuant to this paragraph (d) and remain unpaid shall be subject to set off and deduction for purposes amounts due from Seller under this Agreement, including Sections 2.05 and Article VIII hereof. With respect to payments made by Purchaser under this paragraph (d) by the issuance (each such issuance, a "Stock Payment") of this Section 3.4shares of Xxxxxxxxxx Stock in respect of all or any portion of an Obligation the following provisions apply: (i) the number of shares of Xxxxxxxxxx Stock issued to Seller in respect of any Obligation shall not exceed the average trading volume of shares of Xxxxxxxxxx Stock in the preceding five (5) trading days, it being understood and agreed that if no shares of Xxxxxxxxxx Stock are traded on any one or more of the preceding five (5) trading days, the volume of shares traded for such day(s), which is zero (0), will still be included for such day(s) in calculating the average trading volume of shares of Xxxxxxxxxx Stock for such five (5) trading day period; (ii) all shares issued (except with respect to shares issued in respect of an Additional Stock Payment, as defined below) shall be valued at the average of the closing price for such shares for the twenty (20) trading days preceding such payment; (iii) in the event that Seller sells all of the shares comprising such Stock Payment within five (5) business days after its receipt of such shares and such sale of shares results in gross cash proceeds to Seller that are less than the portion of the Obligation paid by such Stock Payment (such difference, the "Obligation Shortfall"), the Purchaser shall issue to Seller an additional number of shares of Xxxxxxxxxx Stock (the "Additional Stock Payment") equal to the quotient of the Obligation Shortfall divided by the closing price of Xxxxxxxxxx Stock on the trading day immediately preceding such sale of shares; and (iv) if the sale by Seller of any shares of Xxxxxxxxxx Stock included in a Stock Payment results in per share gross cash proceeds to Seller in excess of the per share value of such shares used to determine the number of shares of Xxxxxxxxxx Stock issued in such Stock Payment (such excess the "Per Share Windfall Amount"), the Seller shall pay to Purchaser, within five (5) business days of such sale of shares, an amount equal to the Per Share Windfall Amount multiplied by the number of shares of Xxxxxxxxxx Stock included in such sale. Notwithstanding the foregoing, in the event (i) the Parent is acquired in a transaction in which the current holders of the Parent's equity securities, as listed on Schedule 2.06(c) hereto, own less than 50% of the combined equity interests of the post-acquisition entity, (ii) the Parent sells or otherwise transfers all or substantially all of its assets to an unrelated third party, (iii) Xxxxxxx Xxxxxxxxxx ceases to hold an executive position with the Parent (other than by reason of his death or disability) or (iv) the Purchaser shall sell the Business to an unrelated third party, then all unpaid installments of the purchase price (including all Delayed and Postponed Obligations but excluding any Forfeited Obligations) will become immediately due and payable in cash.

Deferred Purchase Price. (ai) Payment of If Net Sales for fiscal year 2009 (which is the Deferred Purchase Pricecalendar year) exceed $6,835,120, if any, Buyer shall be subject pay to and conditioned upon a bona fide, third party sale, lease or other transfer or re-development of the Hospital or any part thereof by the Purchaser to an entity unrelated to Purchaser or Seller, or the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereof, or except as otherwise set forth in subparagraph (b), any other occurrence that results in the receipt by Purchaser of monetary consideration with respect to the Hospital or the Digital Hospital Parcel (a “Hospital Disposition”). In such event, subject to the provisions of Section 3.4(b) below, the Deferred Purchase Price shall be payable to Seller as provided in Section 3.1(b) hereof within thirty (30) days after the closing of a Hospital Disposition. The amount of the Deferred Purchase Price shall be determined in accordance with the provisions of procedures set forth in Section 3.4(b) below. (b) Except as otherwise provided in subparagraph (c2.7(b)(ii), the Deferred Purchase Price shall be an amount equal to forty percent in cash (40%the “Deferred Cash Consideration”) of the Net Profit, if any, realized by Purchaser on a Hospital Disposition. The “Net Profit” shall be an amount equal to the amount product of $500,000 multiplied by a fraction, the numerator of which is Net Sales for fiscal year 2009 and the Disposition Proceeds (herein defined) exceed denominator of which is the sum of the following: (i) $1,500,000; (ii) the “Hospital Acquisition Cost” (herein defined), (iii) the “Carry Cost” (herein defined), (iv) the “Improvement Cost” (as herein defined), (v) the “Parcel I Subdivision Costs” (herein defined), and (vi) the “Preferred Return” (herein defined)Net Sales Target; provided, however, that if payment the amount of the Deferred Cash Consideration shall not exceed $500,000. (ii) Within forty-five (45) days after December 31, 2009, Buyer shall deliver to Seller a written statement (the “Payment Statement”), including supporting documentation, setting forth the amount of Net Sales for fiscal year 2009. The Payment Statement shall become final and binding upon Buyers and Seller on the 15th day following delivery thereof, unless Seller gives notice of disagreement with the Payment Statement (a “Dispute Notice”) to Buyer prior to such date. Any Dispute Notice shall specify in reasonable detail the nature of any portion of the Disposition Proceeds disagreement so asserted. If a Dispute Notice is deferred (i.e., purchase money financing)received by Buyer in a timely manner, then the payment Payment Statement shall become final and binding upon Buyers and Seller on the earlier of the Deferred Purchase Price shall also be deferred until such time as Seller has received Disposition Proceeds in a cash amount equal to the sum of the amounts specified in (i) through the date Buyer and Seller resolve in writing any differences they have with respect to the matters specified in the Dispute Notice and (viii) hereofthe date any disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period (the “Resolution Period”) following the delivery of a Dispute Notice, at which time Purchaser Buyer and Seller shall use their commercially reasonable efforts and seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Dispute Notice. At the end of the Resolution Period, Buyer and Seller shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration, in accordance with the standards set forth in this Section 2.7(b), only matters that remain in dispute and were properly included in the Notice of Disagreement in accordance with this Section 2.7(b) and any claim of calculation-related errors. The Accounting Firm shall be obligated RSM McGladrey (which the parties represent has not provided services to pay Seller an amount equal any of them or their respective subsidiaries during the past three years) or, if such firm is unable or unwilling to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaseract, which such other independent public accounting firm as shall be due agreed upon by Buyer and payable Seller in writing. Buyer and Seller shall use their commercially reasonable efforts to cause the Accounting Firm to render a written decision resolving the matters submitted to the Accounting Firm within thirty (30) days of Purchaser’s receipt their delivery of said paymentsuch submission. It is specifically agreed and understood that if the Purchaser elects The Accounting Firm shall determine Net Sales for fiscal year 2009 pursuant to donate the Hospital or any part of the Hospital Parcel in exchange for tax abatements or any other non-cash benefits, any such tax abatements or non-cash benefits shall not be deemed Disposition Proceeds for purposes of the provisions of this Section 3.4. However2.7(b) in accordance with GAAP and the principles, any such donation policies and practices that were used in preparing the Business Financial Statements; provided, however, that no adjustment shall be treated as being donated from both made by the Accounting Firm in favor of Seller with respect to any item that was not included in Seller’s Dispute Notice. The Accounting Firm’s decision shall be based solely on written submissions by Buyer and Seller and Purchaser. (c) If, (1) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a definitive agreement with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition their respective representatives and such definitive agreement is duly consummated within ninety (90) days of its effective date, or (2) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a letter of intent (or other nonbinding expression of interest) with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition, and such letter of intent is reduced to a definitive agreement within ninety (90) days of the letter of intent, and such definitive agreement is duly consummated within ninety (90) days of its effective date, then, in either of the events described in (1) or (2), the Deferred Purchase Price shall be equal to sixty percent (60%) of the Net Profit realized by Purchaser on such Hospital Disposition. It is specifically understood and agreed that any such agreement with the U.S. Department of Defense or any agency, department or branch of the United States shall be subject reference to the prior written approval terms of Purchaser, which such approval may be granted or refused by Purchaser in its sole discretion, and any agreement entered into by Seller (if prior to the Closing Date) without such prior written approval shall be null and void as to the Purchaser. Seller covenants and agrees that it will disclose the Purchaser’s exclusive approval rights to the U.S. Department of Defense or any agency, department or branch of the United States government with whom Seller may be negotiating in order to preserve Purchaser’s rights under this paragraph. (d) The following terms shall have the meanings set forth below for purposes of this Section 3.4:this

Deferred Purchase Price. (a) Payment of Any amounts due and owing by Buyer to Seller pursuant to this Section 3.4 shall be the “Deferred Purchase Price, if any, shall be subject to and conditioned upon a bona fide, third party sale, lease or other transfer or re-development of the Hospital or any part thereof by the Purchaser to an entity unrelated to Purchaser or Seller, or the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereof, or except as otherwise set forth in subparagraph (b), any other occurrence that results in the receipt by Purchaser of monetary consideration with respect to the Hospital or the Digital Hospital Parcel (a “Hospital Disposition”). In such event, subject to the provisions of Section 3.4(b) below, the .” The Deferred Purchase Price shall be payable in two installments as follows: (a) On or before the end of the second full month following the Initial Revenue Period, Buyer shall pay to Seller as provided in Section 3.1(b) hereof within thirty an amount equal to two times the Revenues generated during the Initial Revenue Period (30) days after the closing of a Hospital Disposition. The amount of the Deferred Purchase Price shall be determined in accordance with the provisions of Section 3.4(b) below“Initial Revenue Payment”). (b) Except as otherwise provided in subparagraph (c), On or before the Deferred Purchase Price shall be an amount equal to forty percent (40%) end of the Net Profitsecond full month following the Secondary Revenue Period, if any, realized by Purchaser on a Hospital Disposition. The “Net Profit” Buyer shall be pay to Seller an amount equal to the amount by which the Disposition Proceeds (herein defined) exceed the sum excess of the following: (i) $1,500,000; the Revenues generated during the Secondary Revenue Period over (ii) the “Hospital Acquisition Cost” Revenues generated during the Initial Revenue Period (herein defined), (iii) the “Carry CostSecondary Revenue Payment” (herein defined)and, (iv) together with the Initial Revenue Payments, the “Improvement Cost” (as herein definedRevenue Payments”), (v) the “Parcel I Subdivision Costs” (herein defined), and (vi) the “Preferred Return” (herein defined); provided, however, that if payment of any portion of the Disposition Proceeds is deferred (i.e., purchase money financing), then the payment of the Deferred Purchase Price shall also be deferred until such time as Seller has received Disposition Proceeds in a cash amount equal to the sum of the amounts specified in (i) through (vi) hereof, at which time Purchaser shall be obligated to pay Seller an amount equal to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaser, which shall be due and payable within thirty (30) days of Purchaser’s receipt of said payment. It is specifically agreed and understood that if the Purchaser elects to donate the Hospital or any part of the Hospital Parcel in exchange for tax abatements or any other non-cash benefits, any such tax abatements or non-cash benefits shall not be deemed Disposition Proceeds for purposes of the provisions of this Section 3.4. However, any such donation shall be treated as being donated from both Seller and Purchaser. (c) If, (1) at any time prior to April 12, 2008, Seller (if On or before the Closing Date) or Purchaser (if after the Closing Date) enters into a definitive agreement with the U.S. Department of Defense or any agency, department or branch end of the United States government for second full month following the Initial Revenue Period or the Secondary Revenue Period, as applicable, Buyer shall deliver to Seller a Hospital Disposition and such definitive agreement is duly consummated within ninety (90) days of its effective date, or (2) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a letter of intent (or other nonbinding expression of interest) with the U.S. Department of Defense or any agency, department or branch calculation of the United States government for applicable Revenue Payment, certified by an officer of Buyer (a Hospital Disposition, and such letter of intent is reduced to a definitive agreement within ninety (90) days of the letter of intent, and such definitive agreement is duly consummated within ninety (90) days of its effective date, then, in either of the events described in (1) or (2“Revenue Payment Statement”), the Deferred Purchase Price shall be equal to sixty percent (60%) of the Net Profit realized by Purchaser on such Hospital Disposition. It is specifically understood and agreed that any such agreement with the U.S. Department of Defense or any agency, department or branch of the United States shall be subject to the prior written approval of Purchaser, which such approval may be granted or refused by Purchaser in its sole discretion, and any agreement entered into by Seller (if prior to the Closing Date) without such prior written approval shall be null and void as to the Purchaser. Seller covenants and agrees that it will disclose the Purchaser’s exclusive approval rights to the U.S. Department of Defense or any agency, department or branch of the United States government with whom Seller may be negotiating in order to preserve Purchaser’s rights under this paragraph. (d) A Revenue Payment Statement shall become final and binding upon the parties on the 30th day following receipt thereof by Seller unless Seller gives a Notice of Disagreement to Buyer before that date. The following terms shall have the meanings Notice of Disagreement must set forth below in reasonable detail the nature of any disagreement with the Revenue Payment Statement. If a valid Notice of Disagreement is received by Buyer in a timely manner, then the Revenue Payment Statement (as finally determined in accordance with clause (i) or (ii) below) shall become final and binding upon the parties on the earlier of (i) the date Buyer and Seller resolve in writing any differences they have with respect to all matters specified in the Notice of Disagreement or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator. (e) During the 30-day period following the delivery of a Notice of Disagreement, Buyer and Seller shall seek in good faith to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 30-day period, Buyer and Seller have not reached agreement on all such matters, then the matters that remain in dispute shall be promptly submitted to the Arbitrator for review and resolution. The procedures for the arbitration shall be determined by the Arbitrator. The parties shall use commercially reasonable efforts to cause the Arbitrator to render a decision resolving the matters in dispute within 30 days following completion of the submissions to the Arbitrator. (f) Buyer and Seller shall each pay one half of the fees and expenses of the Arbitrator. Each party shall pay its own expenses incurred with respect to any submission to the Arbitrator. (g) Buyer shall give Seller (and its accountants, attorneys, and authorized representatives) reasonable access during business hours to the properties, books, records, and personnel of Buyer relating to the Assets solely for purposes of preparing, reviewing, and resolving any disputes relating to a Revenue Payment Statement, but only if Seller enters into a customary confidentiality agreement with respect thereto. (h) The Revenue Payments shall be payable as follows: (i) Following the fatal determination of the amount of each of the Initial Revenue Payment and the Secondary Revenue Payment, Buyer shall provide Seller with the report of the investment banking firm engaged to determine Fair Value as of the last day of the Initial Revenue Period and Secondary Revenue Period, as applicable. Buyer shall use its Best Efforts to engage such investment banking firm a sufficient time in advance so that the events contemplated by this Section 3.4:3.4(h) are not materially delayed. (ii) Within five Business Days after the delivery of such report, Seller shall give Buyer a written notice (a “Share Purchase Election”) stating the amount of the applicable Revenue Payment (if any) that it will use to purchase Common Shares (as to a Revenue Payment, the “Share Portion”), and also designating the account into which such Revenue Payment is to be deposited. (iii) Within five Business Days after receipt of a Share Purchase Election, Buyer shall pay the full amount of the applicable Revenue Payment as specified in the Share Purchase Election by wire transfer of immediately available funds into the account designated by Seller for such purpose in the Share Purchase Election. (iv) Within 10 Business Days after receipt of a Share Purchase Election, Parent shall issue to Seller the number of Common Shares equal to (A) the applicable Share Portion divided by (B) the Fair Value as of the date of the final determination of the Initial Revenue Payment or the Secondary Revenue Payment, as applicable, rounded to the nearest whole share (such quotient, with respect to each Share Purchase Election, the “Subsequent Common Shares”) in exchange for a cash payment from Seller equal to the applicable Share Portion. (v) In the event of a Change of Control, Seller shall be offered the opportunity to receive any future Initial Revenue Payment or Secondary Revenue Payment in cash, in voting securities of the surviving or acquiring entity in a Business Combination giving rise to the Change of Control (or such entity’s direct or indirect parent), or both in the same proportions as received by Parent or its shareholders. (i) Buyer shall not be obligated to issue any Common Shares pursuant to Section 3.4(h) unless and until Seller executes and delivers to Buyer a Seller Investment Letter. For the avoidance of doubt, Seller must execute and deliver a Seller Investment Letter for each Revenue Payment for which it elects to receive any portion of the payment in Common Shares.

Deferred Purchase Price. (a) Payment of the Deferred Purchase Price, if any, shall be subject to and conditioned upon a bona fide, third party sale, lease or other transfer or re-development of the Hospital or any part thereof by the Purchaser to an entity unrelated to Purchaser or Seller, or the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereof, or except as otherwise set forth in subparagraph Within ninety (b), any other occurrence that results in the receipt by Purchaser of monetary consideration with respect to the Hospital or the Digital Hospital Parcel (a “Hospital Disposition”). In such event, subject to the provisions of Section 3.4(b) below, the Deferred Purchase Price shall be payable to Seller as provided in Section 3.1(b) hereof within thirty (3090) days after the closing end of each of Purchaser's 1999 through 2003 fiscal years (or as soon thereafter as reasonably practicable), Purchaser shall prepare and deliver to the Seller financial statements for the Purchaser for such year, together with a Hospital Dispositionstatement (the "Statement") setting forth the Purchaser's Pre-Tax Income for such year, prepared in accordance with Applicable Accounting Principles. The amount Such financial statements may consist of the Deferred Purchase Price financial statements of the Parent, including consolidating balance sheets and income statements setting forth the various subsidiaries/divisions of the Parent. On such financial statements, the Business shall be determined allocated overhead and other expenses (including the cost of capital employed by the Business) in accordance with the provisions terms and procedure set forth in Schedule 2.06 (a) hereto and otherwise in accordance with Applicable Accounting Principles. If requested, Seller and Xxxxx shall make reasonable efforts to assist Purchaser and its representatives in the preparation of Section 3.4(bthe Statement. During the forty-five (45) day period following Seller's receipt of the Statement, Seller, at its sole expense, will be permitted to review, or have its accountants, auditors or counsel review, all relevant working papers and books and records of the Purchaser relating to the Statement. Purchaser shall provide reasonable cooperation with this review. The Statement shall become final and binding upon the parties on the forty-fifth day following receipt thereof by Seller unless Seller delivers a written notice (a "Notice of Disagreement") to the Parent on or prior to such date that Seller disagrees with the statement. In order to be valid, any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall be accompanied by a certificate of Seller's independent auditors that they concur with each of the positions taken by Seller in the Notice of Disagreement. If a Notice of Disagreement is received by the Parent in a timely manner, then the Statement (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement or (y) the date any disputed matters are finally resolved in writing by the Arbitrator in accordance with the arbitration provision set forth in Section 2.07 hereto. (b) Except as otherwise provided In the event the Statement reveals that the Purchaser has achieved certain Pre-Tax Income targets (each, a "Pre-Tax Income Target") for the years 1999 through 2003, then Purchaser shall pay to Seller additional purchase consideration (the "Obligation") in subparagraph the amounts set forth below: Pre-Tax Obligation Income Target Payable ------------- ------- 1999 $521,000 $115,000 2000 $573,000 $135,000 2001 $630,000 $155,000 2002 $693,000 $175,000 2003 $762,000 $195,000 (c), the Deferred Purchase Price shall be an amount equal to forty percent (40%) of the Net Profit, if any, realized by Purchaser on a Hospital Disposition. The “Net Profit” shall be an amount equal to the amount by which the Disposition Proceeds (herein defined) exceed the sum of the following: (i) $1,500,000; (ii) the “Hospital Acquisition Cost” (herein defined), (iii) the “Carry Cost” (herein defined), (iv) the “Improvement Cost” (as herein defined), (v) the “Parcel I Subdivision Costs” (herein defined), and (vi) the “Preferred Return” (herein defined); provided, however, that if payment of any Any annual portion of the Disposition Proceeds is deferred (i.e., purchase money financing), then Obligation in the payment amount of the Deferred Purchase Price shall also annual payment set forth in clause 2.06(b) above will be deferred until such time as Seller has received Disposition Proceeds forfeited in a cash amount equal to the sum of the amounts specified in (i) through (vi) hereof, at which time Purchaser shall be obligated to pay Seller an amount equal to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaser, which shall be due and payable within thirty (30) days of Purchaser’s receipt of said payment. It is specifically agreed and understood year that if the Purchaser elects to donate the Hospital or any part of the Hospital Parcel in exchange for tax abatements or any other non-cash benefits, any such tax abatements or non-cash benefits shall does not be deemed Disposition Proceeds for purposes of the provisions of this Section 3.4. However, any such donation shall be treated as being donated from both Seller and Purchaser. (c) If, (1) achieve at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a definitive agreement with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition and such definitive agreement is duly consummated within ninety (90) days of its effective date, or (2) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a letter of intent (or other nonbinding expression of interest) with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition, and such letter of intent is reduced to a definitive agreement within ninety (90) days of the letter of intent, and such definitive agreement is duly consummated within ninety (90) days of its effective date, then, in either of the events described in (1) or (2), the Deferred Purchase Price shall be equal to least sixty percent (60%) of the Net Profit realized by Purchaser on such Hospital DispositionPre-Tax Income Target for that year. It is specifically understood and agreed that any such agreement with the U.S. Department of Defense or any agency, department or branch Any annual portion of the United States Obligation will be postponed by five (5) years (the "Postponed Obligations") in the amount set forth above in any year that the Purchaser achieves pre-tax income less than eighty-five percent (85%) of the Pre-Tax Income Target amount set forth above, but more than sixty percent (60%) for that year. Fifty percent (50%) of the Obligation will be deferred for five (5) years (the "Delayed Obligations") in any year that the Purchaser achieves a pre-tax income of less than the Pre-Tax Income Target but 85% or more of the Pre-Tax Income Target for that year. No portion of the Obligation shall be subject payable during or with respect to the prior written approval any period in which Xxxxx or Seller is in breach of Purchaser, which such approval may be granted or refused by Purchaser in its sole discretion, and any agreement entered into by Seller (if prior to the Closing Date) without such prior written approval shall be null and void as a material contractual obligation to the Purchaser, the Parent or any of their Affiliates. Seller covenants and agrees In any year that it will disclose the Purchaser’s exclusive approval rights 's Pre-Tax Income exceeds the relevant target set forth above, Seller may elect to have all or a portion of such excess credited to prior years (in chronological order) for which the Pre-Tax Income Targets have not been satisfied in full (other than years in which the Obligation was forfeited) rather than crediting such excess Pre-Tax Income to the U.S. Department year in which it is actually earned (thereby reducing or eliminating the bonus payable to Xxxxx in respect of Defense such year under the Employment Agreement). Any Delayed or any agency, department or branch Postponed Obligations which are no longer deferrable as a result of the United States government with whom Seller may credit shall be negotiating in order to preserve Purchaser’s rights under this paragraphpaid at the time the credit is recognized. Forfeited Obligations will not be recognized as earned as a result of any such credit. (d) The following terms shall have the meanings set forth below for purposes of this Section 3.4:

Deferred Purchase Price. (a) Payment On the terms and subject to the conditions set forth in this Section 1.09, Buyer shall pay to Seller in respect of each Period, as full or partial payment of the Deferred Purchase Price, as applicable, an amount equal to 40% of the amount, if any, by which the Subject Revenue for the Period exceeds $11,500,000 (each such payment, a “Deferred Payment”); provided that the maximum cumulative amount of the Deferred Payments shall be subject to and conditioned upon a bona fide, third party sale, lease or other transfer or re-development of the Hospital or any part thereof by the Purchaser to an entity unrelated to Purchaser or Seller, or the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereof, or except as otherwise set forth in subparagraph (b), any other occurrence that results in the receipt by Purchaser of monetary consideration with respect amount equal to the Hospital or the Digital Hospital Parcel (a “Hospital Disposition”). In such event, subject to the provisions amount of Section 3.4(b) below, the Deferred Purchase Price shall be payable to Seller Price. If the aggregate amount of Deferred Payments as provided in Section 3.1(b) hereof within thirty (30) days after of the closing end of a Hospital Disposition. The the final Period is less than the amount of the Deferred Purchase Price, then the amount of the Deferred Purchase Price shall be determined in accordance with reduced by the provisions absolute value of Section 3.4(b) belowthe amount of such difference. Any such adjustment shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes, except as otherwise required by Law. (b) Except as otherwise provided As a condition to the payment in subparagraph (c), full of the Deferred Purchase Price shall be an Price, Seller represents and warrants to Buyer, solely for purposes of this Section 1.09, that the average amount equal to forty percent of Subject Revenue in excess of $11,500,000 for the Periods (40%) of the Net Profit, if any, realized by Purchaser on a Hospital Disposition. The “Net Profit” shall be an amount equal to the amount by which the Disposition Proceeds (herein defined) exceed the sum of the following: (i) $1,500,000; (ii) the “Hospital Acquisition Cost” Average Excess Subject Revenue”) will be not less than $3,333,333.33 (herein defined), (iii) and it is understood and agreed that the “Carry Cost” (herein defined), (iv) the “Improvement Cost” (as herein defined), (v) the “Parcel I Subdivision Costs” (herein defined), and (vi) the “Preferred Return” (herein defined); provided, however, that if payment of any portion of the Disposition Proceeds is deferred (i.e., purchase money financing), then the payment calculation of the Deferred Purchase Price shall also be deferred until assumes an Average Excess Subject Revenue of such time amount). To the extent the foregoing representation and warranty is not true and correct as Seller has received Disposition Proceeds in a cash amount equal to the sum of the amounts specified in (i) through (vi) hereof, at which time Purchaser shall be obligated to pay Seller an amount equal to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaser, which shall be due and payable within thirty (30) days of Purchaser’s receipt of said payment. It is specifically agreed and understood that if the Purchaser elects to donate the Hospital or any part end of the Hospital Parcel in exchange for tax abatements or any other non-cash benefitsfinal Period, any such tax abatements or non-cash benefits shall not Buyer’s sole and exclusive remedy hereunder will be deemed Disposition Proceeds for purposes the reduction of the provisions of this Deferred Purchase Price in accordance with Section 3.4. However, any such donation shall be treated as being donated from both Seller and Purchaser1.09(a). (c) If, Buyer shall prepare an unaudited statement (1a “Revenue Statement”) at any time prior to April 12, 2008, Seller (if before setting forth the Closing Date) or Purchaser (if after the Closing Date) enters into a definitive agreement with the U.S. Department of Defense or any agency, department or branch Subject Revenue and calculation of the United States government for a Hospital Disposition and such definitive agreement is duly consummated within ninety (90) days of its effective date, or (2) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a letter of intent (or other nonbinding expression of interest) with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition, and such letter of intent is reduced to a definitive agreement within ninety (90) days of the letter of intent, and such definitive agreement is duly consummated within ninety (90) days of its effective date, then, in either of the events described in (1) or (2), the associated Deferred Purchase Price shall be equal to sixty percent (60%) Payment, if any, for each of the Net Profit realized by Purchaser on such Hospital Dispositionfollowing periods (each a “Period”): the 2017 calendar year; the 2018 calendar year; and the 2019 calendar year. It is specifically understood and agreed that any such agreement with Buyer shall deliver to Seller the U.S. Department of Defense or any agency, department or branch Revenue Statement for each Period as soon as practicable after the end of the United States shall be subject to Period but not later than the prior written approval of Purchaser, which such approval may be granted or refused by Purchaser in its sole discretion, and any agreement entered into by Seller (if prior to the Closing Date) without such prior written approval shall be null and void as to the Purchaser. Seller covenants and agrees that it will disclose the Purchaser’s exclusive approval rights to the U.S. Department of Defense or any agency, department or branch of the United States government with whom Seller may be negotiating in order to preserve Purchaser’s rights under this paragraphimmediately following March 31. (d) Section 1.07 shall apply mutatis mutandis to the examination and review of each Revenue Statement and calculation of the associated Deferred Payment, with references to the Revenue Statement and Deferred Payment being substituted where appropriate. (e) Any Deferred Payment in respect of a Period shall be due (i) within five (5) Business Days of acceptance of the associated Revenue Statement and (ii) if there are disputed amounts, then within five (5) Business Days of the resolution described in Section 1.07; and be paid by wire transfer of immediately available funds to such account as is directed by Kexxxxx Xxxxx xnd Seller, as applicable; provided that if there are outstanding Claims that if resolved in favor of the Buyer Indemnitees would be subject to set off pursuant to Section 6.06(b), then the aggregate of the amounts claimed shall not be paid to Seller until such Claims and the amounts, if any, of such set off are finally determined. (f) Notwithstanding anything in this Section 1.09 to the contrary, to the extent payable, the Deferred Payments shall be paid by Buyer on the following basis: (i) the first $220,000 of Deferred Payments shall be paid directly to Kexxxxx Xxxxx xn behalf of Seller, and (ii) thereafter, any additional Deferred Payment shall be paid five percent (5%) to Kexxxxx Xxxxx xn behalf of Seller, and ninety-five percent (95%) to Seller, provided that, for the avoidance of doubt, the aggregate amount of Deferred Payments payable to Kexxxxx Xxxxx xn behalf of Seller shall in no event exceed $409,000 (the “Maxxx Xarnout Entitlement”), and the aggregate amount of all Deferred Payments payable by Buyer hereunder shall in no event exceed the amount of the Deferred Purchase Price. (g) The following capitalized terms as used in this Section 1.09 shall have the meanings set forth below for purposes of this Section 3.4following definitions:

Deferred Purchase Price. (a) As additional purchase price for the Purchased Assets (the “Deferred Purchase Price”), the Buyer shall make payments (the “Deferred Purchase Price Payments”) to the Seller (or its designee) as and to the extent, if any, provided in accordance with Section 1.6(d). Any Deferred Purchase Price Payments due to the Seller pursuant to this Section 1.6 shall be paid to the Seller (or its designee), within 90 days after the end of each Measurement Period for any Deferred Purchase Price Payment due for such Measurement Period, by wire transfer of immediately available funds to an account designated in writing by the Seller. The Buyer shall not be obligated to pay interest on the Deferred Purchase Price (except as provided in Section 1.6(h)) and shall report the payment of the Deferred Purchase Price Payments as a part of the Purchase Price for all federal, state and local Tax purposes as exclusively payments for goodwill, in addition to that portion of goodwill included within the allocation of the Purchase Price, and the Buyer and the Seller shall file their Tax Returns accordingly. (b) Within 90 days after the end of each Measurement Period, the Buyer shall deliver to the Seller a written statement (each, a “Payment Statement”), including supporting documentation, setting forth the EBIT calculation for the applicable Measurement Period and the amount of Deferred Purchase Price, if any, shall be subject to and conditioned upon a bona fide, third party sale, lease or other transfer or re-development of for such Measurement Period. On the Hospital or any part thereof by date each Payment Statement is delivered the Purchaser to an entity unrelated to Purchaser or Seller, or the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereof, or except as otherwise set forth in subparagraph (b), any other occurrence that results in the receipt by Purchaser of monetary consideration with respect to the Hospital or the Digital Hospital Parcel (a “Hospital Disposition”). In such event, subject to the provisions of Section 3.4(b) below, the Deferred Purchase Price shall be payable to Seller as provided in Section 3.1(b) hereof within thirty (30) days after the closing of a Hospital Disposition. The amount of the Deferred Purchase Price Payment, if any, set forth in such Payment Statement shall be determined paid in the manner described in Section 1.6(a). The applicable Payment Statement shall become final and binding upon the parties on the 45th day following delivery thereof, unless the Seller gives notice of its disagreement with such Payment Statement (a “Dispute Notice”) to the Buyer prior to such date. Any Dispute Notice shall specify in reasonable detail the nature of any disagreement so asserted. If a Dispute Notice is received by the Buyer in a timely manner, then the amount of the applicable Deferred Purchase Price Payment shall become final and binding upon the Buyer and the Seller on the earlier of (A) the date the Buyer and the Seller resolve in writing any differences they have with respect to the matters specified in the Dispute Notice and (B) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 45-day period (the “Resolution Period”) following the delivery of a Dispute Notice, the Buyer and the Seller shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Dispute Notice. At the end of the Resolution Period, the Buyer and the Seller shall submit to the Accounting Firm for arbitration, in accordance with the provisions of Section 3.4(b) below. (b) Except as otherwise provided standards set forth in subparagraph (c), the Deferred Purchase Price shall be an amount equal to forty percent (40%) of the Net Profit, if any, realized by Purchaser on a Hospital Disposition. The “Net Profit” shall be an amount equal to the amount by which the Disposition Proceeds (herein defined) exceed the sum of the following: (i) $1,500,000; (ii) the “Hospital Acquisition Cost” (herein defined), (iii) the “Carry Cost” (herein defined), (iv) the “Improvement Cost” (as herein defined), (v) the “Parcel I Subdivision Costs” (herein defined), and (vi) the “Preferred Return” (herein defined); provided, however, that if payment of any portion of the Disposition Proceeds is deferred (i.e., purchase money financing), then the payment of the Deferred Purchase Price shall also be deferred until such time as Seller has received Disposition Proceeds in a cash amount equal to the sum of the amounts specified in (i) through (vi) hereof, at which time Purchaser shall be obligated to pay Seller an amount equal to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaser, which shall be due and payable within thirty (30) days of Purchaser’s receipt of said payment. It is specifically agreed and understood that if the Purchaser elects to donate the Hospital or any part of the Hospital Parcel in exchange for tax abatements or any other non-cash benefits, any such tax abatements or non-cash benefits shall not be deemed Disposition Proceeds for purposes of the provisions of this Section 3.4. However1.6, any such donation shall be treated as being donated from both Seller only matters that remain in dispute and Purchaser. (c) If, (1) at any time prior to April 12, 2008, Seller (if before were properly included in the Closing Date) or Purchaser (if after the Closing Date) enters into a definitive agreement Dispute Notice in accordance with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition and such definitive agreement is duly consummated within ninety (90) days of its effective date, or (2) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a letter of intent (or other nonbinding expression of interest) with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition, and such letter of intent is reduced to a definitive agreement within ninety (90) days of the letter of intent, and such definitive agreement is duly consummated within ninety (90) days of its effective date, then, in either of the events described in (1) or (2), the Deferred Purchase Price shall be equal to sixty percent (60%) of the Net Profit realized by Purchaser on such Hospital Disposition. It is specifically understood and agreed that any such agreement with the U.S. Department of Defense or any agency, department or branch of the United States shall be subject to the prior written approval of Purchaser, which such approval may be granted or refused by Purchaser in its sole discretion, and any agreement entered into by Seller (if prior to the Closing Date) without such prior written approval shall be null and void as to the Purchaser. Seller covenants and agrees that it will disclose the Purchaser’s exclusive approval rights to the U.S. Department of Defense or any agency, department or branch of the United States government with whom Seller may be negotiating in order to preserve Purchaser’s rights under this paragraph. (d) The following terms shall have the meanings set forth below for purposes of this Section 3.4:1.

Deferred Purchase Price. (a) Payment of The Group Companies [***] and [***] (as respondents) (the Deferred Purchase Price, if any, shall be subject to and conditioned upon a bona fide, third party sale, lease or other transfer or re-development of the Hospital or any part thereof by the Purchaser “Respondent Group Companies”) are parties to an entity unrelated arbitration proceeding brought by [***] and [***] (the “Claimants”) under the rules of [***] regarding damages in an amount of up to Purchaser or Seller, or EUR 16,650,000 in connection with [***] (the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereof, or except as otherwise set forth in subparagraph (b), any other occurrence that results in the receipt by Purchaser of monetary consideration with respect to the Hospital or the Digital Hospital Parcel (a “Hospital DispositionArbitration Proceedings”). In such event, subject to the provisions of Section 3.4(b) Upon Closing (as defined below), the Deferred Purchase Price Seller shall be payable entitled to Seller as provided in Section 3.1(bfurther conduct, defend, or settle, or otherwise dispose of (erledigen) hereof within thirty the Arbitration Proceedings (30including any related and follow-on proceedings) days after the closing of a Hospital Disposition. The amount on behalf of the Deferred Purchase Price shall be determined in accordance with the provisions of Section 3.4(b) belowRespondent Group Companies. (b) Except as otherwise provided The Purchaser shall use its shareholder rights to cause the Respondent Group Companies to support the Seller in subparagraph such conduct, defense, settlement, or appeal, and shall, in particular but without limitation, use its shareholder rights in order to, to the extent legally possible, procure (c), including by way of instructing the Deferred Purchase Price shall be an amount equal to forty percent (40%) managing directors of the Net Profit, if any, realized by Purchaser on a Hospital Disposition. The “Net Profit” shall be an amount equal to the amount by which the Disposition Proceeds (herein definedGroup Companies accordingly) exceed the sum of the following: that (i) $1,500,000; the Seller will without undue delay be properly informed about and provided with all documentation and correspondence exchanged with the arbitral tribunal, the NAI, the Claimants or any other party or court regarding the Arbitration Proceedings (including copies of those documents that relate to or trigger a certain time limit (fristbezogene Dokumente)); (ii) only such (A) brief, letter, report, documentation or other filing is submitted, (B) measure or action is taken or omitted and (C) declaration is made, as previously reviewed and expressly approved or instructed by the “Hospital Acquisition Cost” (herein defined)Seller, such review and approval not to be unreasonably delayed or withheld; (iii) the “Carry Cost” Seller has access to all necessary information relating to the Arbitration Proceedings which are available to the Purchaser or the Group Companies and any information reasonably requested by the Seller will be provided to the Seller without delay (herein definedit being understood that, for purposes of the Arbitration Proceedings, Section 14.2 shall apply without the limitation to periods prior to and including the Closing Date), ; (iv) employees or managers of the “Improvement Cost” (Group Companies who have knowledge of the facts at issue in the Arbitration Proceedings are instructed to reasonably support the Seller in these proceedings, including by providing, to the extent reasonably requested, written statements, acting as herein defined), witnesses or otherwise appearing at hearings on behalf of the Group Companies; (v) the “Parcel I Subdivision Costs” (herein defined)Seller is given the opportunity to participate in any meeting, negotiation, or hearing in respect of the Arbitration Proceedings and any related proceedings, including any such meeting, negotiation or hearing conducted via videoconference or conference call; (vi) the “Preferred Return” (herein defined); providedSeller is entitled to appoint and instruct, howeverafter prior consultation by the Purchaser, that if payment reputable legal counsel to act on behalf of any portion and as representative of the Disposition Proceeds is deferred (i.e., purchase money financing), then the payment of the Deferred Purchase Price shall also be deferred until such time as Seller has received Disposition Proceeds in a cash amount equal to the sum of the amounts specified in (i) through (vi) hereof, at which time Purchaser shall be obligated to pay Seller an amount equal to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaser, which shall be due and payable within thirty (30) days of Purchaser’s receipt of said payment. It is specifically agreed and understood that if the Purchaser elects to donate the Hospital or any part of the Hospital Parcel in exchange for tax abatements Respondent Group Companies or any other non-cash benefitsGroup Company concerned with respect to the Arbitration Proceedings and any related proceedings; (vii) any legal or other advisors or experts already engaged or to be engaged by the Respondent Group Companies for the purpose of the Arbitration Proceedings are instructed, after prior consultation by the Seller, and directed by the Seller; (viii) no admission of liability, disposal, settlement, compromise, or other binding declaration shall be made by or on behalf of the Respondent Group Companies or any other Group Company concerned without the prior written instruction or approval of the Seller (not to be unreasonably delayed or withheld); and (ix) to the extent permitted by applicable law, the Respondent Group Companies and any other Group Company concerned will issue any customary power of attorney to the Seller and its legal representatives, waive, to the extent legally possible, any such tax abatements confidentiality obligations or non-cash benefits privilege claims towards the Seller, and execute a customary mandate agreement to exercise the rights pursuant to this lit. (b). Notwithstanding the foregoing, the Seller shall not be deemed Disposition Proceeds for purposes entitled to request the Purchaser to procure that, to the extent legally possible and reasonably practicable, the Seller assumes full control and takes over the Arbitration Proceedings upon a full release of the provisions of this Section 3.4. However, any such donation shall be treated as being donated from both Seller and PurchaserRespondent Group Companies. (c) If, If the Arbitration Proceedings are terminated in a judicially final and conclusive way (1) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into whether by a definitive agreement with the U.S. Department of Defense or any agency, department or branch judicially final award of the United States government arbitral tribunal, mutual settlement, withdrawal of the request for a Hospital Disposition arbitration or otherwise) and such definitive agreement is duly consummated within ninety termination (90i) days of its effective date, or results in the Respondent Group Companies not being obliged to pay any damages (2) at disregarding any time prior to April 12, 2008, Seller (if before costs and fees for the Closing Date) or Purchaser (if after the Closing Date) enters into a letter of intent (or other nonbinding expression of interest) with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition, and such letter of intent is reduced to a definitive agreement within ninety (90) days of the letter of intent, and such definitive agreement is duly consummated within ninety (90) days of its effective date, then, in either of the events described in (1) or (2Arbitration Proceedings), the Purchaser shall pay an amount of [***], minus the actual out-of-pocket expenses paid or to be borne by the Purchaser or the Respondent Group Companies in connection with the Arbitration Proceedings (including fees for the Arbitration Proceedings and, to the extent awarded, Claimants’ counsel) to the extent they have not already been reimbursed, or (ii) results in the Respondent Group Companies being obliged to pay damages to the Claimants (the amount of such damages disregarding any costs and fees for the Arbitration Proceedings, the “Amount of Awarded Damages”) and the Amount of Awarded Damages falls short of [***], the Purchaser shall pay such balance amount minus the actual out-of-pocket expenses to be borne by the Purchaser or the Respondent Group Companies in connection with the Arbitration Proceedings (including fees for the Arbitration Proceedings and, to the extent awarded, Xxxxxxxxx’ counsel) to the extent they have not already been reimbursed, in each case plus interest accrued thereon at a rate of 3% p.a. from (but excluding) the Closing Date until (but excluding) the date of actual payment (the “Deferred Purchase Price shall be equal Price”) to sixty percent the Seller within fifteen (60%15) Business Days upon final termination of the Net Profit realized by Purchaser on such Hospital Disposition. It is specifically understood and agreed that any such agreement with the U.S. Department of Defense or any agency, department or branch of the United States shall be subject to the prior written approval of Purchaser, which such approval may be granted or refused by Purchaser in its sole discretion, and any agreement entered into by Seller (if prior to the Closing Date) without such prior written approval shall be null and void as to the Purchaser. Seller covenants and agrees that it will disclose the Purchaser’s exclusive approval rights to the U.S. Department of Defense or any agency, department or branch of the United States government with whom Seller may be negotiating in order to preserve Purchaser’s rights under this paragraphArbitration Proceedings. (d) The following terms If (i) the Purchaser or any of the Group Companies does not comply with any of the obligations pursuant to lit. (b) (“Arbitration Support Breach”) and (ii) the Arbitration Support Breach is not remedied within five (5) Business Days despite the Seller having urged the Purchaser to remedy the Arbitration Support Breach in written or text form, the Purchaser shall have be liable to the meanings set forth below Seller for purposes of this Section 3.4:any damages caused thereby in accordance with applicable German law.

Deferred Purchase Price. (a) Payment In addition to the payments under Section 2.3, Section 2.4 and Section 2.7 (if applicable), as additional purchase price consideration, Purchaser shall pay or cause to be paid to Seller, the Deferred Purchase Price on the date that is the first anniversary of the Closing Date by wire transfer of immediately available funds to an account designated in writing by Seller to Purchaser. Purchaser shall have the right, but not the obligation, to prepay to Seller all of the Deferred Purchase Price, if any, shall be subject Price at any time prior to and conditioned upon a bona fide, third party sale, lease or other transfer or re-development the first anniversary of the Hospital or any part thereof by the Purchaser to an entity unrelated to Purchaser or Seller, or the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereof, or except as otherwise set forth in subparagraph Closing Date. (b), any other occurrence that results in the receipt by Purchaser of monetary consideration with respect ) Notwithstanding anything to the Hospital or the Digital Hospital Parcel (a “Hospital Disposition”). In such event, subject to the provisions of Section 3.4(b) belowcontrary herein, the Deferred Purchase Price shall be become immediately due and payable to Seller as provided in Section 3.1(bif Purchaser, the Transferred Entities or the Business: (a) hereof within thirty (30) days after the closing of a Hospital Disposition. The amount of the Deferred Purchase Price shall be determined in accordance with the provisions of Section 3.4(b) below. is dissolved or liquidated or takes any action for such purpose; (b) Except becomes insolvent or is generally unable to pay, or fails to pay, its debts as otherwise provided in subparagraph they become due; (c)) files or has filed against it a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, the Deferred Purchase Price shall be an amount equal voluntarily or involuntarily, to forty percent (40%) of the Net Profit, if any, realized by Purchaser on a Hospital Disposition. The “Net Profit” shall be an amount equal to the amount by which the Disposition Proceeds (herein defined) exceed the sum of the following: (i) $1,500,000any proceeding under any domestic or foreign bankruptcy or insolvency law; (iid) makes or seeks to make a general assignment for the “Hospital Acquisition Cost” benefit of creditors; (herein defined)e) applies for or has a receiver, (iii) the “Carry Cost” (herein defined)trustee, (iv) the “Improvement Cost” (as herein defined)custodian, (v) the “Parcel I Subdivision Costs” (herein defined), and (vi) the “Preferred Return” (herein defined); provided, however, that if payment or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of the Disposition Proceeds is deferred its property or business, or (i.e.f) suspends or ceases, purchase money financing)or threatens to suspend or cease, then the payment of the Deferred Purchase Price shall also be deferred until such time as Seller has received Disposition Proceeds in carrying on all or a cash amount equal to the sum of the amounts specified in (i) through (vi) hereof, at which time Purchaser shall be obligated to pay Seller an amount equal to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaser, which shall be due and payable within thirty (30) days of Purchaser’s receipt of said payment. It is specifically agreed and understood that if the Purchaser elects to donate the Hospital or any substantial part of the Hospital Parcel in exchange for tax abatements or any other non-cash benefits, any such tax abatements or non-cash benefits shall not be deemed Disposition Proceeds for purposes of the provisions of this Section 3.4. However, any such donation shall be treated as being donated from both Seller and Purchaserits business. (c) If, (1) at any time prior The payment made pursuant to April 12, 2008, Seller (if before this Section 2.8 shall be treated as an adjustment to the Closing Date) or Purchaser (if after the Closing Date) enters into a definitive agreement with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition and such definitive agreement is duly consummated within ninety (90) days of its effective date, or (2) at any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a letter of intent (or other nonbinding expression of interest) with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition, and such letter of intent is reduced to a definitive agreement within ninety (90) days of the letter of intent, and such definitive agreement is duly consummated within ninety (90) days of its effective date, then, in either of the events described in (1) or (2), the Deferred Total Purchase Price shall be equal to sixty percent (60%) of by the Net Profit realized Parties for Tax purposes, unless otherwise required by Purchaser on such Hospital Disposition. It is specifically understood and agreed that any such agreement with the U.S. Department of Defense or any agency, department or branch of the United States shall be subject to the prior written approval of Purchaser, which such approval may be granted or refused by Purchaser in its sole discretion, and any agreement entered into by Seller (if prior to the Closing Date) without such prior written approval shall be null and void as to the Purchaser. Seller covenants and agrees that it will disclose the Purchaser’s exclusive approval rights to the U.S. Department of Defense or any agency, department or branch of the United States government with whom Seller may be negotiating in order to preserve Purchaser’s rights under this paragraphLaw. (d) The following terms shall have the meanings set forth below for purposes of this Section 3.4:

Deferred Purchase Price. (a) Payment A portion of the Initial Purchase Price and each Incremental Purchase Price may be paid to the Seller as deferred purchase price (the “Deferred Purchase Price”) in an amount equal to the excess of (x) such Initial Purchase Price or such Incremental Purchase Price, as the case may be, over (y) the sum of (i) the proceeds of Cash Outlays paid by the Administrative Agent on behalf of the Purchasers in respect of the Initial Purchase Price or such Incremental Purchase Price, as the case may be, and (ii) in the case of any such Incremental Purchase Price, the aggregate amount of Collections applied as Reinvestments on the applicable Cash Outlay Date pursuant to the Priority of Payments. The Deferred Purchase Price shall be payable solely from Collections available therefor pursuant to the Priority of Collections at the times and in the manner provided herein; provided that, if on any Cash Outlay Date, (x) the sum of (i) the proceeds of Cash Outlays paid by the Administrative Agent on behalf of the Purchasers in respect of such Incremental Purchase Price on such date and (ii) the aggregate amount of Collections applied as Reinvestments on such date pursuant to the Priority of Payments exceeds the Incremental Purchase Price for such date, such excess shall be deemed to be Collections for purposes of this Section 2.04(a) and applied to pay an equal portion of the Deferred Purchase Price. (b) On and prior to the Final Date, the Deferred Purchase Price for Receivables Assets shall be paid to the Seller as specified in the Priority of Payments. On each Business Day after the Final Date until the earlier to occur of (i) the date the Deferred Purchase Price for Receivables Assets is paid in full or (ii) the date all Pool Receivables have been either collected or written-off by the Servicer as being uncollectible in accordance with the Credit and Collection Policy and all recoveries in respect of Charge-Offs of Pool Receivables (including payments of related claims under the Credit Insurance Policies) have been received and applied in accordance with this Section 2.04(b), as reasonably determined by the Servicer, the Servicer, for the account of the Purchasers, shall pay to the Seller, in payment of the Deferred Purchase Price, if anyall Collections in respect of Receivables Assets thereafter received less, in the case of a successor Servicer, the accrued and unpaid Servicing Fee, which shall be subject to and conditioned upon a bona fideretained by such Servicer. Any remaining Collections in respect of Receivables Assets shall be paid by the Servicer, third party sale, lease or other transfer or re-development for the account of the Hospital or any part thereof by the Purchaser to an entity unrelated to Purchaser or SellerPurchasers, or the taking by any governmental entity or a conveyance in lieu thereof that results in payment of cash consideration for the Digital Hospital Parcel or any part thereof, or except as otherwise set forth in subparagraph (b), any other occurrence that results in the receipt by Purchaser of monetary consideration with respect to the Hospital or the Digital Hospital Parcel (Seller as a “Hospital Disposition”). In such event, subject to the provisions of Section 3.4(b) below, return on the Deferred Purchase Price shall be payable outstanding from time to Seller as provided in Section 3.1(b) hereof within thirty (30) days after the closing of a Hospital Dispositiontime. The amount obligations of the Deferred Purchase Price shall be determined in accordance with Servicer and the provisions of Section 3.4(b) below. (b) Except as otherwise provided in subparagraph (c), the Deferred Purchase Price shall be an amount equal to forty percent (40%) rights of the Net Profit, if any, realized by Purchaser on a Hospital Disposition. The “Net Profit” Seller under this Section 2.04(b) shall be an amount equal to the amount by which the Disposition Proceeds (herein defined) exceed the sum of the following: (i) $1,500,000; (ii) the “Hospital Acquisition Cost” (herein defined), (iii) the “Carry Cost” (herein defined), (iv) the “Improvement Cost” (as herein defined), (v) the “Parcel I Subdivision Costs” (herein defined), and (vi) the “Preferred Return” (herein defined); provided, however, that if payment of any portion of the Disposition Proceeds is deferred (i.e., purchase money financing), then the payment of the Deferred Purchase Price shall also be deferred until such time as Seller has received Disposition Proceeds in a cash amount equal to the sum of the amounts specified in (i) through (vi) hereof, at which time Purchaser shall be obligated to pay Seller an amount equal to forty percent (40%) of any cash payment of Disposition Proceeds received by Purchaser, which shall be due and payable within thirty (30) days of Purchaser’s receipt of said payment. It is specifically agreed and understood that if the Purchaser elects to donate the Hospital or any part of the Hospital Parcel in exchange for tax abatements or any other non-cash benefits, any such tax abatements or non-cash benefits shall not be deemed Disposition Proceeds for purposes of the provisions survive termination of this Section 3.4. However, any such donation shall be treated as being donated from both Seller and PurchaserAgreement. (c) IfNotwithstanding any provision contained in this Agreement to the contrary, neither the Administrative Agent (1individually or as agent) at nor any time prior to April 12, 2008, Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a definitive agreement with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition and such definitive agreement is duly consummated within ninety (90) days of its effective dateshall, or (2) at shall be obligated to, pay any time prior amount to April 12, 2008, the Seller (if before the Closing Date) or Purchaser (if after the Closing Date) enters into a letter of intent (or other nonbinding expression of interest) with the U.S. Department of Defense or any agency, department or branch of the United States government for a Hospital Disposition, and such letter of intent is reduced to a definitive agreement within ninety (90) days of the letter of intent, and such definitive agreement is duly consummated within ninety (90) days of its effective date, then, in either of the events described in (1) or (2), as the Deferred Purchase Price or returns thereon except at such time and to the extent of Collections available for distribution to Seller in accordance with this Agreement, and no recourse shall be equal to sixty percent available against the Administrative Agent (60%individually or as agent) or any Purchaser for any insufficiency in payment of such Deferred Purchase Price or returns thereon. Following realization of the Net Profit realized by Receivables Assets and the application of the proceeds thereof in accordance with this Agreement, any claims to the payment of Deferred Purchase Price hereunder and returns thereon shall be extinguished and shall not thereafter revive. Any amount that the Administrative Agent (individually or as agent) or any Purchaser on does not pay pursuant to the preceding sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or obligation of the Administrative Agent (individually or as agent) or such Hospital Disposition. It is specifically understood and agreed that Purchaser for any such agreement with the U.S. Department of Defense or any agency, department or branch insufficiency. The rights of the United States shall be subject to Administrative Agent (individually and as agent) and the prior written approval of Purchaser, which such approval may be granted or refused by Purchaser in its sole discretion, and any agreement entered into by Seller (if prior to the Closing Date) without such prior written approval shall be null and void as to the Purchaser. Seller covenants and agrees that it will disclose the Purchaser’s exclusive approval rights to the U.S. Department of Defense or any agency, department or branch of the United States government with whom Seller may be negotiating in order to preserve Purchaser’s rights Purchasers under this paragraph. (dSection 2.04(c) The following terms shall have the meanings set forth below for purposes survive termination of this Section 3.4:Agreement.