Common use of Initial Purchase Price Clause in Contracts

Initial Purchase Price. (a) Prior to Closing, the Company shall prepare (and, if requested by Purchaser, in consultation with Purchaser), and at least four Business Days prior to the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II). (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

Initial Purchase Price. (a) Prior Seller acknowledges that Purchaser prior to this date made a deposit of $250,000 toward the Initial Purchase Price (the “Deposit”), which amount has been received in full by Seller. (b) In full consideration for the Purchased Assets, assumption of Assumed Liabilities as of the Closing Date, and for the other promises and covenants contained herein and in the other agreements to be delivered by Seller hereunder, subject to adjustment as provided in Sections 3.2 and 3.4, at the Closing, Purchaser shall pay to Seller an aggregate principal purchase amount of $5,000,000 (the Company shall prepare (and, if requested by Purchaser, in consultation with Purchaser“Initial Purchase Price”), of which $2,000,000 shall be paid in cash (the “Cash Consideration”) and the remaining $3,000,000 of which shall be paid pursuant to the initial principal amount of the Convertible Note. The amount of cash to be paid to Seller at least four Business Days closing (the “Closing Date Payment”) will equal the Cash Consideration minus (i) the Specified Seller Liabilities; minus (ii) the aggregate amount of the Creditor Payments; minus (iii) the Deposit; and plus or minus, as the case may be, (iv) the Initial Working Capital Adjustment. (c) Not less than five (5) days prior to the Closing Date, Seller shall obtain from each obligee to the Company shall deliver Debt of Seller, including any secured party set forth on Schedule 5.10(b), and any creditor of Seller to Purchaserreceive funds at Closing from Seller, a written statement payoff letter and/or lien release letter (the “Closing StatementPayoff Letters”) setting forth: ). To the extent applicable, such letter shall include (iA) the Company’s good faith estimate and supporting calculations total obligation owing by Seller to such creditor as of the Closing Date, (IB) the Cash Amount total amount of Debt (including all principal, interest, premium, prepayment penalties, and other fees owing on such amounts) owed by Seller to such obligee as of the “Estimated Cash Amount”)date of the letter and a per diem amount through the Closing Date, (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (iiC) payment instructions for wire transfer of such amount on the Closing Date, and (D) if applicable, confirmation that the obligee shall terminate any lien filings relating to such Debt of Seller upon payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included amount specified in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefromsuch letter. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II). (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

Initial Purchase Price. At the Closing, the Buyer shall: (a) Prior subject to Closing, the Company shall prepare (and, if requested by Purchaseradjustment provisions set forth in Section 2.3, in consultation with Purchaser)full consideration for the transfer of the Shares, and pay (or cause to be paid to) each Stockholder, by wire transfer of immediately available funds to the account or accounts designated in writing by the Sellers Representative to the Buyer at least four two (2) Business Days prior to the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment such Stockholder's Allocable Portion of the Closing ConsiderationDistribution Amount; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During pay (or cause to be paid, including if determined by Buyer, and to the preparation extent available, using Cash) the benefit of the Closing Statement (if requested Optionholders, the aggregate Option Cancellation Payments, by Purchaser) and after the delivery wire transfer of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity immediately available funds to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records an account of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate accordance with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable wire instructions provided by Sellers Representative not later than two (2) Business Days prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II).; (c) From 12:00 a.m. repay (or cause to be repaid), on the Closing Date and until the Closing, behalf of the Company shall notand the Company Subsidiaries, and shall not permit any all amounts necessary to discharge the then-outstanding balance of its Subsidiaries to, make any dividend or distributions the Company Debt set forth on Section 2.2(c) of Cash or incur any Indebtedness or Transaction Expenses the Disclosure Schedule (other than as a result with respect to Taxes not then due and payable, customer deposits, unearned lock warranty revenue and capitalized leases) by wire transfer of immediately available funds to the Financing or as already fully reflected accounts designated in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement.Payoff Letters; (d) For purposes pay (or cause to be paid, including if determined by Buyer, and to the extent available, using Cash) the Estimated Selling Expenses to the applicable recipients thereof as set forth in the Estimated Statement (other than with respect to Taxes not then due and payable) by wire transfer of this Agreement,immediately available funds to the accounts designated in the Estimated Statement; (e) pay (or cause to be paid) the Reserve Amount to the Sellers Representative by wire transfer of immediately available funds to the account designated in writing by the Sellers Representative to the Buyer at least two (2) Business Days prior to the Closing Date; and (f) pay (or cause to be paid) the Adjustment Escrow Amount to the Escrow Agent by wire transfer of immediately available funds to the account designated in writing by the Escrow Agent to the Buyer.

Initial Purchase Price. In reliance on the representations, warranties and obligations set forth herein and in consideration of Seller’s sale, assignment, transfer and delivery of the Assets to Buyer, Buyer shall pay to Seller (and to Seller only) cash consideration of one million U.S. Dollars (US$1,000,000) (the “Initial Purchase Price”). All payments to be made by Buyer to Seller shall be made in immediately available funds by wire transfer to an account designated in writing by Seller. The Initial Purchase Price payments are to be made on the following schedule: (a) Prior First Payment. A payment of six hundred thousand U.S. Dollars (US$600.000) shall be transferred to ClosingSeller from Buyer in accordance with Schedule 3.1 hereto. Upon confirmation of the First Payment, Seller shall assign, transfer and set over unto Xxxxxx, his successors and assigns, the Company shall prepare (andentire right, if requested by Purchaser, title and interest in consultation with Purchaser), and at least four Business Days prior to the Closing DatePatents, which assignment shall be formalized before the Company shall deliver to PurchaserUnited States Patent and Trademark Office, a written statement (within the “Closing Statement”) setting forth:shortest timeframe possible; and, (ib) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the Second Payment. A payment of four hundred thousand U.S. Dollars (US$400,000) shall be transferred to Buyer from Seller upon the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included Transaction. 3.2.1. Exception made to costs and expenses incurred by Buyer in connection with inventory, packing, shipping, insurance, freight, customs fees, duties, taxes related to the Estimated Transaction Expenses Amount; and (iv) physical transfer of the calculation factory comprised by the Assets to Buyer’s facility, which may be set off by Buyer against the Second Payment of the Initial Purchase Price, the Parties agree that the Initial Purchase Price shall cover all other costs and Closing Consideration derived therefrom. (b) During expenses related to the preparation assembly and start-up of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered factory comprised by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this AgreementAssets, at Buyer’s facility, including Article II)StoreID’s compensation for its deliveries as established herein. (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

Initial Purchase Price. (a) Prior The purchase price to Closing, be paid by Buyer to Seller for the Company shall prepare (and, if requested by Purchaser, in consultation with Purchaser), and Purchased Assets at least four Business Days prior to the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”"Initial Purchase Price") setting forthshall be equal to: (i) $1,006,303 (which is the Company’s good faith estimate and supporting calculations of (I) agreed upon value for the Cash Amount (the “Estimated Cash Amount”)Personal Property, (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”);plus (ii) payment instructions $673,697 (which is the agreed upon value for the payment of the Closing Consideration;Real Estate, plus (iii) a list Seller's Closing Date book value of andReceivables (less any related reserve for doubtful accounts), as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; andplus (iv) the calculation Seller's and Buyer's good-faith estimate of the Closing Date Inventory value, less any reserve for obsolete or unsaleable inventory), plus (v) Seller's Closing Date book value of prepaid expenses (provided that such prepaid expenses relate to the Purchased Assets, less (vi) an agreed upon discount of $500,000 (to be allocated between the Personal Property and the Real Estate, as set forth on Schedule 4.D, less (vii) Seller's Closing Date book value of the Assumed Liabilities, the dollar amount of which shall not exceed the dollar amount of the purchased Receivables. The Initial Purchase Price shall be paid by Buyer in full at the Closing, and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating be subject to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount Escrow Account provisions set forth in the Closing Statement, Purchaser Section 4.b of this Agreement and the Company shall cooperate post-closing adjustment provisions set forth in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions Section 4.c of this Agreement, including Article II). (c) From 12:00 a.m. on . Buyer shall deliver to Seller the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in amount determined under this Section 1.02(c), Cash, Transaction Expenses by cashier's check or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the wire transfer ("Readily Available Funds") at Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

Initial Purchase Price. The Buyer shall pay to the Seller at the Closing an amount (the "Initial Purchase Price") equal to (a) Prior Twenty Nine Million Dollars ($29,000,000); less the sum of (b) the Estimated Net Working Capital plus (c) the sum of (i) the outstanding principal balance plus accrued and unpaid interest through the Effective Date under any of the Loans that remains outstanding immediately following the consummation of the Closing; (ii) the outstanding principal balance plus accrued and unpaid interest through the Effective Date under any of the Loans that Buyer repays (or causes SkateNation to repay) simultaneously with the Closing; and (iii) any prepayment or yield maintenance interest or payments (including breakage costs), paid by Buyer or SkateNation to the holder of any Loan in connection with the repayment thereof simultaneously with the Closing, together with interest on the Company Initial Purchase Price so determined at a rate of 7% per annum from the Effective Date through the Closing. The Initial Purchase Price shall prepare (and, if requested be paid at Closing in cash by Purchaser, in consultation with Purchaser), and at least four Business Days wire transfer of immediately available funds to one or more accounts specified by the Seller to the Buyer prior to the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II). (c) From 12:00 a.m. by deleting Section 2.06(a) in its entirety and replacing it with the following: (a) Preparation and Delivery of Effective Date Balance Sheet and Net Working Capital Schedule. Within 60 days after the Closing Date, the Seller shall prepare and deliver to the Buyer and to the Buyer's Auditors (i) an audited consolidated balance sheet of SkateNation and its Subsidiaries as of the Effective Date, prepared in accordance with GAAP applied in a manner consistent with the Unaudited Year End Balance Sheet (without giving effect to any election under Section 338(h)(10) of the Code (and any corresponding elections under state, local or foreign tax law) (the "Effective Date Balance Sheet"), and (ii) a schedule (the "Net Working Capital Schedule") setting forth the Seller's calculation of the current assets (including cash and cash equivalents, net accounts receivable, inventory and prepaid expenses, if any and including the cash reserve associated with the Fleet Bank Loan Agreement) minus the sum of (x) current liabilities (including accounts payable and accrued liabilities, construction accounts payable and deferred revenue but excluding (A) the current portion of the Loans (and any reserves that cover any contingent portion of any such Loans) and (B) the current liabilities due to parent) plus (y) deferred revenues that are reflected as long term liabilities of SkateNation and its Subsidiaries on the Closing Effective Date Balance Sheet (the "Net Working Capital"). Net Working Capital shall also exclude the following items: (x) all current liabilities with respect to SkateNation's obligations to (A) repurchase 550 shares of Class B Common Stock of SkateNation held by Hillgrove under certain circumstances, (B) repay principal plus accrued interest on the two promissory notes due to Hillgrove each in the principal amount of $150,000 dated July 31, 1998 and until the Closingdue July 31, the Company shall not1999 and July 31, 2000 and shall not permit any of its Subsidiaries to, (C) make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result payment to Hillgrove in respect of the Financing working capital adjustment to purchase price set forth in Section 2.5 of the Agreement dated as of July 23, 1998 between SkateNation and Hillgrove, all of which obligations have been assumed by Seller pursuant to the RMSC Agreement Amendment described in item 4.09 of the Disclosure Schedule; and (y) any reserves for (A) tax audits or as already fully reflected withholding tax matters set forth in items 4.12(b) and (c) of the Closing StatementDisclosure Schedule, (B) or use any Cash to pay any Transaction Expenses or to repay any Indebtednessthe Perry/Xxxxxxxx Claim and (C) the Employee Claims. If, as a result of a breach The Net Working Capital Schedule and the items that comprise it shall be audited by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on Seller's regular outside auditors (the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,"Seller's Auditors"

Initial Purchase Price. 4.1.1 The Purchaser shall pay into the Closing Date Account an amount of Euro 2 million, of which (ai) Prior Euro 1 million is to Closingbe paid to Xx. Xxxxxxxx Tourniaire, in the Closing Date Account, on or prior to 21 May 2004 (the “First Closing Date Installment Amount”) as a non-refundable indemnity to Xx. Xxxxxxxx Tourniaire, which indemnity shall be deducted from the portion of the Initial Purchase Price owed to Xx. Xxxxxxxx Xxxxxxxxx if the Agreement does not terminate in accordance with Clause 17.1, and (ii) Euro 1 million is to be paid to Xx. Xxxxxxxx Tourniaire, in the Closing Date Account, on or prior to 28 May 2004 in the form of a loan to Xx. Xxxxxxxx Tourniaire (the “Second Closing Date Installment Amount” and, together with the First Closing Date Installment Amount, the Company “Closing Date Amount”). The Second Closing Date Installment Amount shall prepare be repaid in accordance with the terms of the loan agreement entered into between the Purchaser and Xx. Xxxxxxxx Tourniaire on the date hereof (and, if requested by Purchaser, in consultation with Purchaserthe “Loan Agreement”), and at least four Business Days prior to . 4.1.2 On the Closing Date, the Company Purchaser shall deliver (i) pay the Initial Purchase Price (less the Closing Date Amount) in full by bank wire transfer of funds for same day value to Purchaser, a written statement such account as shall be notified by the Sellers’ Representative no later than four (4) Business Days before the Closing Date (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness AmountSellers’ Account”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation pay that portion of the Initial Purchase Price and equal to the Second Closing Consideration derived therefromDate Installment Amount to Xx. Xxxxxxxx Tourniaire, which payment may be made as a set-off against the amount owed by Xx. Xxxxxxxx Tourniaire to the Purchaser pursuant to the Loan Agreement. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement4.1.3 In accordance with Clause 16, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating subject to the preparation occurrence of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree Sellers’ Representative shall (following a deduction for those costs referred to in writing to any component on Clause 16.4) be responsible for distributing the Initial Purchase Price (less the Closing Statement, then such components Date Amount) between the Sellers so that each Seller receives that amount of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Initial Purchase Price which is proportionate to the number of Shares sold by that Seller to the Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II). (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result out of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result total number of a breach Shares sold by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. Sellers to the Purchaser on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any as set forth in Schedule A (such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (proportion being referred to as the case may be) for purposes of the Closing Statement“Prorata Proportion”). (d) For purposes of this Agreement,

Initial Purchase Price. (a) Prior The aggregate purchase price (the "PURCHASE PRICE") to Closing, be paid for the Company Assets shall prepare consist of Twelve Million Three Hundred Thousand Dollars (and, if requested by Purchaser, in consultation with Purchaser$12,300,000), and at least four Business Days prior to as the Closing Date, the Company shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions purchase price for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses Business and intangible assets included in the Estimated Transaction Expenses Amount; and Assets (iv) the calculation of "BUSINESS AND INTANGIBLE ASSETS PURCHASE PRICE"), plus the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives sum of: (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and New Vehicle Purchase Price (as defined in Section 3.1); (b) the relevant books Demonstrator Purchase Price (as defined in Section 3.2); (c) the Used Vehicle Purchase Price (as defined in Section 3.5), if applicable; (d) the Parts Purchase Price (as defined in Section 4.3); (e) the Miscellaneous Inventories Purchase Price (as defined in Section 5.1); (f) the Work in Progress and records of Prepaid Expenses Purchase Price (as defined in Section 5.3); and (g) the Company Fixtures and its Subsidiaries relating to Equipment Purchase Price (as defined in Section 5.4). The parties acknowledge that the Cash AmountNew Vehicle Purchase Price, the Net Working CapitalParts Purchase Price, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives Miscellaneous Inventories Purchase Price will be based upon information contained in their review of the Closing Statement Schedule 3.1 and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company Inventory (as defined in writing prior Section 4.1), both of which are to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable be delivered prior to the Closing Date. IfThe parties also acknowledge that adjustments to those categories of Assets will have to be made to reflect ordinary course increases or decreases in those assets between the time of delivery of such Schedule 3.1 and the Inventory and the Closing Date, prior and that the related components of the Purchase Price will have to be adjusted to reflect any such adjustments to those Assets. All of the foregoing adjustments (with appropriate payments by the parties) will be made as promptly as possible after the Closing. Each party will use the Purchase Price allocation described in Schedule 2.2 hereto in all reporting to, and tax returns filed with, the Internal Revenue Service and other state and local taxing authorities. (b) At the Closing, Purchaser Buyer shall deliver to Seller by a certified check or by wire transfer to an account or accounts designated by Seller one day prior to Closing, in an amount equal to Four Million One Hundred Fifty Thousand Dollars ($4,150,000) plus the sum of: (i) the New Vehicle Purchase Price; (ii) the Demonstrator Purchase Price; (iii) the Used Vehicle Purchase Price; (iv) the Parts Purchase Price; (v) the Miscellaneous Inventories Purchase Price; (vi) the Work in Progress and Prepaid Expenses Purchase Price; and (vii) the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser Fixtures and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II)Equipment Purchase Price. (c) From 12:00 a.m. on At the option of Seller, exercisable by written notice to Buyer no later than fifteen (15) days after the Closing Date (the "STOCK COMPONENT NOTICE"), Seller shall elect to receive payment of the balance of the Initial Purchase Price (such balance being called the "STOCK COMPONENT") by one of two methods, as follows: (i) Seller may elect to receive the Stock Component by the issuance and until delivery by Buyer to Seller of 452,778 shares (the Closing"REGISTERED COMMON SHARES") of Buyer's Class A Common Stock, $.01 par value per share (the Company "COMMON STOCK"), which Registered Common Shares shall nothave been registered pursuant to a "shelf" registration under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and shall be subject to the filing and effectiveness of any required post-effective amendment to such "shelf" registration with respect to Seller which amendment Buyer agrees to file within five (5) business days after the Common Stock is delivered to Seller and to diligently endeavor to cause such post-effective amendment to be declared effective; or (ii) Seller may elect to receive the Stock Component by the issuance and delivery by Buyer to Seller of that number of whole shares of Buyer's Class A Convertible Preferred Stock, Series III (the "PREFERRED STOCK"), obtained by (A) multiplying 452,778 by the Market Price (as defined in the Statement of Rights and Preferences of the Preferred Stock attached hereto as Exhibit A (the "STATEMENT OF RIGHTS AND PREFERENCES")) as of the Closing Date, and (B) dividing the product obtained from such multiplication by $1,000. No fractional shares of Preferred Stock shall be issued; any such fraction of a share of Preferred Stock shall be paid in cash at the rate of $1,000 per whole share of Preferred Stock. The Preferred Stock shall have such rights and preferences as are set forth in the Certificate of Designation, Preferences and Rights of Class A Convertible Preferred Stock referred to in the Statement of Rights and Preferences. (iii) If Seller shall elect to receive the Stock Component in shares of Preferred Stock, Buyer's sole obligation with respect to the Preferred Stock and the shares of Common Stock issuable upon conversion of the Preferred Stock (the "COMMON SHARES") shall be (A) to use its best reasonable efforts to make available current public information with respect to Buyer within the meaning of Subsection (c)(1) of Rule 144 ("RULE 144") promulgated by the Securities and Exchange Commission (the "SEC") to the extent necessary to facilitate public resales by the Seller of the Common Shares, pursuant to Rule 144, (B) to remove stop transfer instructions and restrictive legends, as provided in subsection (vi) below, and (C) to use its best reasonable efforts to provide "piggyback" registration rights with respect to the Common Shares in the event that Buyer shall undertake a registered public offering of the Common Stock utilizing a registration statement on SEC Forms S-1 or S-3 (or any successor form thereto). In such case, the provisions of subsection (iv) immediately below shall be applicable. Furthermore, such piggyback registration rights shall be subject to customary provisions, including those regarding expenses (which shall be paid by Buyer except for the fees of separate counsel, if any, engaged by Seller, underwriter discounts and allowances for the sale of such shares, and blue sky fees to the extent applicable state laws require payment by Seller), underwriter cut-backs and pro-rations with other holders of registration rights, and shall terminate at such time as the holder of such piggyback registration rights shall be free to sell all of such holder's Common Shares under Rule 144. (iv) If requested by the managing or lead managing underwriter for any registration of shares of Common Stock which includes the Common Shares on a piggyback basis and which is an underwritten registered public offering, Seller and the Stockholder shall execute and deliver an underwriting agreement with the managing or lead managing underwriter in such form as is customarily used by such underwriter with any modifications as the parties thereto shall agree. In connection with any such registration, Seller and the Stockholder shall supply to Buyer such information as may be reasonably requested by Buyer in connection with the preparation and filing of a registration statement with the SEC. Seller and the Stockholder shall not permit supply any of its Subsidiaries toinformation to Buyer for inclusion in such registration statement that will, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than taken as a result whole, at the time the registration statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Financing or as already fully reflected in the Closing Statementcircumstances under which they were made, not misleading. (v) or use any Cash The Stock Component shall be paid to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach Seller by the Company issuance and delivery to Seller, not later than fifteen (15) days after the receipt by Buyer of any the Stock Component Notice, of its covenants contained in this Section 1.02(c)the Registered Common Shares or the Preferred Stock, Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (dvi) For purposes Buyer shall remove any and all stop transfer instructions and shall remove any restrictive legend on the certificates with respect to the Preferred Stock and any Common Shares then owned by Seller to the extent that either (A) such Preferred Stock or Common Shares may hereafter be registered under the Securities Act of this Agreement,1933, as amended, and under any applicable state securities or blue sky laws, or (B) Buyer has received an opinion of counsel, in form and substance reasonably satisfactory to the Buyer, that such registration is not required. Upon receipt of reasonable evidence that the requirements of Rule 144(k) have been complied with (including an opinion of counsel reasonably satisfactory to Buyer to such effect), Buyer shall remove any and all stop transfer instructions and shall remove any restrictive legend on such certificates.

Initial Purchase Price. (a) Prior The purchase price to Closing, be paid for the Company Assets at the Closing (the "INITIAL PURCHASE PRICE") shall prepare consist of Twenty Five Million Four Hundred and Eighty-Six Thousand Dollars (and, if requested by Purchaser, in consultation with Purchaser$25,486,000), as the purchase price for the Businesses and at least four Business Days prior to intangible assets included in the Closing Date, the Company shall deliver to Purchaser, a written statement Assets (the “Closing Statement”) setting forth: "BUSINESS AND INTANGIBLE ASSETS PURCHASE PRICE"), which shall be allocated among the Sellers in accordance with Part I of Schedule 2.2 hereto, plus the sum of: (i) the Company’s good faith estimate and supporting calculations of New Vehicle Purchase Price (I) the Cash Amount (the “Estimated Cash Amount”as defined in Section 3.1 hereof), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); ; (ii) payment instructions for the payment of the Closing Consideration; Demonstrator Purchase Price (as defined in Section 3.2 hereof); (iii) a list of andthe Used Vehicle Purchase Price, (as applicable, payment instructions for the payment of, each of the Transaction Expenses included defined in the Estimated Transaction Expenses AmountSection 3.5 hereof); and (iv) the calculation Parts Purchase Price (as defined in Section 4.3 hereof); (v) the Miscellaneous Inventories Purchase Price (as defined in Section 5.1 hereof); (vi) the Work in Progress Purchase Price (as defined in Section 5.3 hereof); and (vii) the F&E Purchase Price (as defined in Section 5.4 hereof). Each of the components of the Initial Purchase Price Price, other than the Business and Closing Consideration derived therefrom. (b) During Intangible Assets Purchase Price, shall be allocated among the preparation Sellers in accordance with their respective Assets upon which such components are based, as reflected in a revised Part I of Schedule 2.2 hereto, to be completed by the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers Buyer and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and Sellers at least three (b3) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable days prior to the Closing Date. IfThe parties acknowledge that the New Vehicle Purchase Price, the Parts Purchase Price and the Miscellaneous Inventories Purchase Price will be based upon information contained in Schedule 3.1 and the Inventory (as defined in Section 4.1), both of which are to be delivered prior to the Closing, Purchaser Closing Date. The parties also acknowledge that adjustments to those categories of Assets will have to be made to reflect ordinary course increases or decreases in those assets between the time of delivery of such Schedules and the Company agree in writing to any component on Inventory and the Closing StatementDate, then such and that the related components of the Closing Statement shall Purchase Price will have to be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after adjusted to reflect any such cooperation, adjustments to agree on all those Assets. All of the components foregoing adjustments (with appropriate payments by the parties) will be made as promptly as possible after the Closing. Each party will use the Purchase Price and Liabilities allocations described in Part II of the Closing Statement andSchedule 2.2 hereto in all reporting to, except as otherwise agreed to by Purchaser and the Company in writingtax returns filed with, the parties shall use Internal Revenue Service and other state and local taxing authorities. (b) At the Closing Statement as delivered by Closing, the Company for purposes of determining the Closing Consideration (without limiting any of Buyer shall, subject to the provisions of this AgreementSection 2.2(c) below, including Article IIpay the Initial Purchase Price as follows: (i) The Buyer shall deliver to Sellers' Agent cash, by a certified check or by wire transfer to an account or accounts designated by Sellers' Agent one day prior to Closing, in an amount equal to the sum of: (A) 65% of the Business and Intangible Assets Purchase Price; (B) 100% of the New Vehicle Purchase Price; (C) 100% of the Demonstrator Purchase Price; (D) 65% of the Used Vehicle Purchase Price; (E) 65% of the Parts Purchase Price; (F) 65% of the Miscellaneous Inventory Purchase Price; (G) 65% of the Work in Progress Purchase Price; and (H) 65% of the F&E Purchase Price. Such cash shall be paid to the Sellers in the respective amounts set forth opposite their names on Part III of Schedule 2.2 hereto, to be delivered to the Buyer by the Sellers' Agent at least three (3) days prior to the Closing Date. (A) In payment of the balance of the Initial Purchase Price (the "STOCK COMPONENT"), the Buyer shall issue and deliver to the Sellers, in the respective amounts set forth opposite their names on Part III of Schedule 2.2 hereto, that number of whole shares of the Buyer's Class A Convertible Preferred Stock, Series III (the "PREFERRED STOCK"), obtained by dividing the Stock Component by $1,000. No fractional shares of Preferred Stock shall be issued; any such fraction of a share of Preferred Stock shall be paid in cash at the rate of $1,000 per whole share of Preferred Stock. The Preferred Stock shall have such rights and preferences as are set forth in the Statement of Rights and Preferences of Preferred Stock attached hereto as Exhibit B (the "STATEMENT OF RIGHTS AND PREFERENCES"). (cI) From 12:00 a.m. The Buyer will use its best reasonable efforts to include all of the shares of the Buyer's Class A Common Stock, $.01 par value per share (the "COMMON STOCK") issuable on conversion of the Closing Date and until Preferred Stock, in an underwritten public offering of the ClosingBuyer's Common Stock (the "PUBLIC OFFERING"), in accordance with the Securities Act of 1933, as amended (the "SECURITIES ACT"), on a "piggyback" registration basis on or prior to April 30, 1999. In this regard, the Company provisions of Subsection 2.2(b)(ii)(C) below will apply. The Stockholders shall notsell in the Public Offering all shares of Common Stock which are issuable upon conversion of all of the shares of the Preferred Stock and which the Buyer is able to register in the Public Offering, unless the underwriters in the Public Offering require that the Stockholders sell fewer than all of such shares of Common Stock or the Buyer and shall the Stockholders mutually agree that a fewer number of such shares of Common Stock will be registered and sold. (II) Any shares of Common Stock issuable to the Stockholders on conversion of the Preferred Stock and which have not permit any of its Subsidiaries tobeen registered and sold pursuant to the Public Offering by April 30, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses 1999 (other than as a result of the Financing or as already fully reflected Stockholders' failure to participate in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. IfPublic Offering), as a result of a breach will be registered by the Company Buyer in a "shelf" registration statement under the Securities Act as promptly as possible after April 30, 1999 and taking into account the period of time required by applicable law for the Buyer to deliver to the Sellers and the Stockholders a prospectus with respect to the offer and sale of such shares of Common Stock; provided, however, the Buyer may delay the effectiveness of any such shelf registration statement until the expiration of any "lock-up" period required by the underwriters in the Public Offering; and provided, further, the Stockholders agree that they will not offer, sell, contract to sell, pledge, or otherwise dispose of any of its covenants contained the shares of Common Stock which are registered pursuant to such registration statement (the "REGISTERED COMMON SHARES") for an additional ninety (90) days from the date of issuance. Upon the effectiveness of such registration statement, the Sellers and/or the Stockholders will promptly convert all shares of the Preferred Stock held by them into Registered Common Stock. (III) The Buyer shall deliver to the Sellers and the Stockholders, at least thirty (30) days prior to the payment of the Contingent Stock Component (as defined in Section 2.3(b) below) a prospectus with respect to the Buyer's offer and sale to the Sellers of the shares of Common Stock contemplated by this clause (III). The Sellers' Agent may, by notice (the "FURTHER REGISTRATION NOTICE") to the Buyer at least seven (7) days prior to the payment of the Contingent Stock Component, elect to receive up to fifty percent (50%) of the Contingent Stock Component in shares of registered Common Stock which have also been registered in a shelf registration statement under the Securities Act, in which case the term "Registered Common Shares" as used in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness Agreement shall also include the applicable number of registered shares of Common Stock issued as part of the Contingent Stock Component. Provided that the Sellers' Agent shall have changed between 11:59 p.m. timely delivered the Further Registration Notice, at the time of payment of the Contingent Purchase Price the Buyer shall issue and deliver to the Sellers, pro rata according to the numbers of shares of Preferred Stock set forth opposite their names on Part III of Schedule 2.2 hereto, that number of whole shares of Common Stock obtained by dividing the day immediately preceding portion of the Closing Date Contingent Stock Component specified in the Further Registration Notice (not to exceed 50% thereof) by the Market Price (as defined in the Statement of Rights and Preferences) as of the date of such payment of the Contingent Purchase Price. No fractional shares of Common Stock shall be issued in connection with the foregoing payments of a portion of the Contingent Stock Component. To the extent that such fractional shares would otherwise be issued, the Buyer shall pay cash in lieu of such fractional shares based upon the applicable Market Price. The Sellers and the time immediately preceding Stockholders hereby agree that they will not offer, sell, contract to sell, or otherwise dispose of any of the Closing, then any such changes shall be Registered Common Shares included in the calculation Contingent Stock Component for a period of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount one hundred eighty (as 180) days from the case may be) for purposes date of delivery thereof by the Closing StatementBuyer. (dC) For purposes If requested by the managing or lead managing underwriter in the Public Offering contemplated by clause (B)(I) above, the Sellers and the Stockholders shall execute and deliver such customary documentation as is utilized by such underwriter for selling stockholders in underwritten public offerings including, without limitation, an underwriting agreement and a "lock-up" agreement with the managing or lead managing underwriter in such forms as are customarily used by such underwriter with any modifications as the parties thereto shall agree. In connection with any such registration, the Sellers and the Stockholders shall supply to the Buyer such information as may be reasonably requested by the Buyer in connection with the preparation and filing of this Agreement,a registration statement with the Securities and Exchange Commission (the "SEC"). The Sellers and the Stockholders shall not supply any information to the Buyer for 6 inclusion in such registration statement that will, taken as a whole, at the time the registration statement becomes effective under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. (D) The obligations of the parties with respect to the Registered Common Shares will be subject to the additional provisions relating thereto set forth in Section 2.8 below. (E) In the event that the Buyer shall, for any reason, fail to deliver the Registered Common Shares to the Sellers in connection with the payment of the Contingent Purchase Price, the Buyer shall be obligated to deliver to the respective Sellers cash in the amount of the Market Price with respect to such Registered Common Shares as of the date of payment of such Contingent Purchase Price, and such payment in cash shall be in full satisfaction of the Buyer's obligation to deliver such Registered Common Shares. (F) To the extent that the Sellers' Agent does not timely deliver a Further Registration Notice, the Buyer shall have no obligation to the Sellers or the Stockholders to deliver any registered shares of Common Stock. Thereafter, the Buyer's sole obligation with respect to the Preferred Stock and the shares of Common Stock issuable upon conversion of the Preferred Stock (the "COMMON SHARES") shall be to use its best reasonable efforts to make available current public information with respect to the Buyer within the meaning of Subsection (c)(1) of SEC Rule 144 ("RULE 144") to the extent necessary to facilitate public resales by the Sellers of the Common Shares, pursuant to Rule 144.

Initial Purchase Price. (a) Prior to Closing, The total consideration for all the Company shall prepare Shares (and, if requested by Purchaserapplicable, in consultation with Purchaser)the Associated Contracts, and at least four Business Days prior whether or not ultimately assigned to the Closing Date, Buyer) (“the Company Consideration”) shall deliver to Purchaser, a written statement be £3,298,438,961.45 (the “Closing StatementBase Purchase Price”), as such price may be adjusted pursuant to the provisions of this Schedule 2.2 and Article VII hereof and the Tax Deed. The Base Purchase Price has been calculated as follows: • £3,700,000,000.00, less • £373,253,416.00 (Adnams net sale proceeds), less • £14,803,480 (Edinburgh Airport net sale proceeds), less • £13,504,142.55 (agreed valuation of Xxxxxxx partnership interest, which is excluded from the sale). (b) setting forthThe Consideration shall be allocated between the shares in LuxCo and LHUSA as set out in Schedule 2.2(Y). (c) At Closing, Buyer shall pay to Sellers the Base Purchase Price adjusted in accordance with sub-section (e) below (the Base Purchase Price, as so adjusted being the “Initial Purchase Price”). (d) The Initial Purchase Price shall be paid in cash. (e) The Base Purchase Price shall be adjusted as follows: (i) the Company’s good faith estimate and supporting calculations of Base Purchase Price shall be increased or reduced by the following amounts: (IA) The Base Purchase Price shall be increased by: (1) the amount by which the Provisional Cash Amount Surplus exceeds the Provisional December 31 Indebtedness Amount; (the “Estimated Cash Amount”), (II2) the Net amount of the Provisional Working Capital Surplus (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”if any); (ii3) payment instructions for the payment amount of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount2006 Subscriptions; and (4) the amount of the Delay Adjustment for every day after March 7th 2006 if Closing has not occurred by that date (save to the extent that the delay is occasioned by (i) any delay in posting the Circular, (ii) adjournment of the shareholders meeting of Guarantor, (iii) the failure of Section 6.1(c) to be satisfied as a result of Law or Orders of Governmental Entities, or (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered delays caused by the Company for purposes of determining Sellers’ failure to complete the Closing Consideration (without limiting any of the provisions of this Agreement, including Article IIInterim Reorganisations contemplated by Section 5.18). (cB) From 12:00 a.m. on The Base Purchase Price shall be reduced by: (1) the Closing Date and until amount by which the Closing, Provisional December 31 Indebtedness Amount exceeds the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Provisional Cash or incur any Indebtedness or Transaction Expenses Surplus; (other than as a result 2) the amount of the Financing or as already fully reflected in Provisional Working Capital Shortfall (if any); and (3) the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes amount of the Closing StatementEstimated 2006 Distributions. (d) For purposes of this Agreement,

Initial Purchase Price. Subject to adjustment pursuant to Section 3.2, and subject to increase for the Additional Purchase Price set forth in Section 3.3 below, the aggregate consideration to be paid by Buyer to Seller for the Purchased Shares, all of the issued and outstanding equity capitalization (including cancellation of vested and unvested options and any other equity interest in the Company of whatever kind, which, except as set forth in Section 6.12, shall be at Seller's expense) of the Company and the Seller Intangible Assets shall be Six Million Five Hundred Eighty-Three Thousand Three Hundred Eighty-Seven Dollars ($6,583,387) (the "Initial Purchase Price"). Except as set forth in Section 6.12, it is also agreed that Seller is solely responsible for the Seller Costs and such amounts shall either be funded by Seller from the Initial Purchase Price, or if paid by the Company with the consent of Buyer, the Initial Purchase Price shall be reduced by the amount of such payment. The Initial Purchase Price shall be payable as follows: (a) Prior to Closing, the Company shall prepare (and, if requested by Purchaser, in consultation with Purchaser), and at least four Business Days prior to On the Closing DateDate Buyer shall, the Company by wire transfer or bank check of immediately available funds, pay to Seller Four Million Five Hundred Seventy-Three Thousand Five Hundred Eighty-Eight Dollars ($4,573,588) (it being understood that Buyer shall deliver to Purchaser, a written statement (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the direct payment of such funds in a manner satisfactory to Buyer, so that the Closing Consideration; (iii) a list of and, Seller Costs are discharged in full except as applicable, payment instructions for the payment of, each of the Transaction Expenses included set forth in the Estimated Transaction Expenses AmountSection 6.12); and (ivb) On the calculation Closing Date Seller shall deposit with U.S. Bank Trust National Association, a national banking association, ("Escrow Agent") Two Million Nine Thousand Seven Hundred Ninety-Nine Dollars ($2,009,799) (the "Escrow Amount") to be disbursed pursuant to the terms of the escrow agreement (the "Escrow Agreement") attached hereto as Exhibit A. (c) Subsequent to the Closing, the Initial Purchase Price and Closing Consideration derived therefrom. (b) During shall be allocated among the preparation of Purchased Shares, the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers Seller Intangible Assets and the working papers of the Company’s independent accountants, if any, relating covenant not to compete entered into by Seller pursuant to the preparation of employment agreement referred to in Section 7.2(d). The foregoing allocation shall be agreed between Buyer and Seller based upon an independent appraisal by Xxxxx Xxxxxxxx LLP. Each party agrees not to assert, in connection with any Tax return, audit or similar proceeding, any allocation to the Closing Statement Initial Purchase Price which differs from the allocation described above. Any subsequent adjustment to the Initial Purchase Price pursuant to Section 3.2 shall be allocated to the Purchased Shares and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II)Seller Intangible Assets. (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

Initial Purchase Price. (a) Prior Subject to Closing, the Company shall prepare (and, if requested by Purchaserterms and conditions hereof, in consultation with Purchaserreliance upon the representations, warranties, covenants and agreements of Seller Parties herein set forth and as consideration for the sale and purchase of the Shares, as herein contemplated, Buyer shall pay to Seller Parties a purchase price (the “Purchase Price”) equal to (i) Ninety Million Dollars ($90,000,000), and at least four Business Days (ii) plus all amounts actually paid prior to the Closing DateEffective Time by the Seller Parties or the Target Entities with respect to that certain construction contract between TBT and XxXxxxxxx Diamond Construction, the Company shall deliver to PurchaserInc. dated October 11, a written statement 2012 (the “Closing Statement”) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash AmountProgress Payments”), which amounts are set forth on Schedule 3.1(a) attached hereto (IIwhich Schedule 3.1(a) shall be updated as of the Net Working Capital (the “Estimated Net Working Capital”Effective Time and subject to reconciliation pursuant to Section 10.15), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment plus fifty percent (50%) of the Closing Consideration; Working Capital Target, (iii) a list of and, as applicable, payment instructions for the payment of, each plus or minus fifty percent (50%) of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and WC Adjustment at Closing as determined pursuant to Section 10.15, (iv) and minus the calculation of the Initial Purchase Price and Closing Consideration derived therefromCiti/Scotia Indebtedness. (b) During Buyer shall pay to Seller Parties, by wire transfer of immediately available funds at Closing, the preparation Purchase Price less an amount equal to (i) the Deposit, and (ii) the aggregate amount of any Indebtedness of the Target Entities, other than the Citi/Scotia Indebtedness, not paid prior to Closing Statement (if requested by Purchaserwhich Buyer shall pay directly to, or deposit with, the payee thereof) and after the delivery of the or otherwise as may be described on a “Closing Statement” signed by Buyer and Seller Parties at Closing. At Closing, Purchaser and its Representatives Buyer shall have a reasonable opportunity to review and to discuss pay the Citi/Scotia Indebtedness, directly to, or deposit with, the payee thereof or otherwise in accordance with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount terms set forth in the Citi/Scotia Payoff Letter. The Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement if there shall be modified as so agreed. The Closing one, shall not be delayed if Purchaser and modify, limit or expand the Company are unablescope or content of any representation, after any such cooperationwarranty or covenant herein, but shall provide only for the expedient delivery of amounts to agree on all of the components of the Closing Statement andSeller Parties and/or other Persons, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II)may agree. (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

Initial Purchase Price. (a) Prior to Closing, the Company The Purchaser shall prepare (and, if requested by Purchaser, in consultation with Purchaser), and at least four Business Days prior provide to the Closing Date, Sellers within ninety (90) days after all adjustments to the Company shall deliver Purchase Price pursuant to PurchaserSection 1.10 have been completed in accordance with the terms thereof, a written statement schedule (the “Closing Statement”"Purchase Price Allocation Schedule") setting forth: (i) allocating the Company’s good faith estimate amounts paid and supporting calculations the Liabilities assumed in connection with the transactions contemplated by this Agreement, adjusted as necessary to determine the purchase price of (I) the Cash Amount Purchased Assets hereunder for U.S. federal income tax purposes (the “Estimated Cash Amount”), (II"Tax Allocation Purchase Price") among the Net Working Capital (Purchased Assets. The Purchase Price Allocation Schedule shall be prepared in accordance with the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment general principles of Section 1060 of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for Code and the payment of, each of Treasury Regulations pursuant thereto or any successor provision. Unless the Transaction Expenses included in Sellers object to the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. Allocation Schedule within thirty (b30) During the preparation of the Closing Statement (if requested by Purchaser) and days after the delivery of the Closing Statement, Purchaser and its Representatives receipt thereat such schedule shall have become final. If a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating Seller objects to the preparation Purchase Price Allocation Schedule within thirty (30) days of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statementreceipt, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use commercially reasonable efforts to agree, within thirty (30) days of such Sellers objection to the Closing Statement as delivered Purchase Price Allocation Schedule, to an allocation of the Tax Allocation Purchase Price among the Purchased Assets hereunder for U.S. federal income tax purposes that is consistent with the allocation methodology provided by Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the "Allocation"). If the Purchaser and the Sellers cannot agree on an appropriate Allocation, they shall submit any disputes to the Independent Auditor. The Independent Auditor shall, within fifteen (15) days of the submission thereto, determine the appropriate final Allocation. The fees, costs and expenses of the Independent Auditor incurred in resolving such dispute shall be paid 50% by the Company for purposes of determining Sellers and 50% by the Closing Consideration Purchaser. The Purchaser and the Sellers (without limiting and their respective Affiliates) shall file all Tax Returns in a manner consistent with the final Purchase Price Allocation Schedule or, if applicable, the final Allocation, as ultimately agreed to or as determined by the Independent Auditor, and neither the Purchaser nor the Sellers (nor any of the provisions of this Agreementtheir respective Affiliates) shall take any position (whether in Tax proceedings, including Article II). (con Tax Returns, or otherwise) From 12:00 a.m. on the Closing Date and until the Closingthat is inconsistent with such allocation, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than except as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash may be subsequently adjusted pursuant to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach an audit by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses IRS or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statementby a court decision. (d) For purposes of this Agreement,

Initial Purchase Price. (a) Prior The aggregate initial purchase price (the Initial Purchase Price) payable by the Purchaser (and its Affiliates) to Closingthe Seller (and its Affiliates) in consideration for the sale of the Shares and the Transferred Assets, the Company shall prepare assumption of the Assumed Liabilities by Purchaser (and, if requested by Purchaser, in consultation with Purchaseror its Affiliates), and the rights granted pursuant to the Technology License Agreement, shall be an amount equal to: (i) $5,350,000,000; (ii) plus the Delayed Closing Consideration Amount (if any); (iii) minus Estimated Closing Date Third Party Indebtedness; (iv) plus Estimated Closing Date Transferred Subsidiary Cash; (v) plus Estimated Closing Date Intra-Group Non-Trade Receivables; (vi) minus Estimated Closing Date Intra-Group Non-Trade Payables; (vii) plus the amount of the difference between the Estimated Closing Date Net Working Capital and the Target Net Working Capital if the Estimated Closing Date Net Working Capital is greater than the Target Net Working Capital or minus the amount of such difference if the Estimated Closing Date Net Working Capital is less than the Target Net Working Capital; and (viii) minus the Global Integration Holdback if the Purchaser is entitled to withhold such amount at least four Closing pursuant to Section 2.11. (b) No later than the third (3rd) Business Days Day prior to the Closing Date, the Company Seller shall deliver to Purchaser, a written statement the Purchaser an initial Closing Statement (the “Initial Closing Statement”) setting forth: (i) containing the CompanySeller’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Price, showing the Delayed Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement Amount (if requested by Purchaserany) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation each of the Estimated Cash AmountClosing Date Third Party Indebtedness, Estimated Closing Date Transferred Subsidiary Cash, Estimated Closing Date Intra-Group Non-Trade Receivables, Estimated Closing Date Intra-Group Non-Trade Payables and Estimated Closing Date Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of each case calculated in accordance with the Closing Statement and Principles. The Purchaser shall promptly notify the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company Seller in writing prior to of any questions or disagreements it may have with any of the Closing that it disputes any amount set forth items in the Initial Closing Statement, Purchaser and the Company . The Parties shall cooperate discuss in good faith and attempt to resolve any such dispute as promptly as practicable matters prior to the scheduled Closing Date. If; provided that, prior to the Closing, Purchaser and the Company agree in writing to any component on no event shall the Closing Statementbe delayed and if the Parties are unable to resolve any such matters, then such components of the Initial Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining Seller, with such modifications as have been agreed between the Closing Consideration (without limiting any of the provisions of this AgreementParties, including Article II). (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) used for purposes of the Closing (it being understood that the Seller shall have no obligation to agree to modify the Initial Closing Statement). (d) For purposes of this Agreement,

Initial Purchase Price. (a) Prior to In consideration for the First Merger and the Simon Securities Acquisition, at the Closing, the Company shall prepare KORE and Buyer, as applicable, will pay, or cause to be paid, to the Sellers, by wire transfer of immediately available funds, an aggregate amount equal to: (i) $68,000,000 (the “Base Purchase Price”); (ii) plus the Estimated Closing Cash; (iii) minus the Estimated Indebtedness; (iv) minus the Estimated Transaction Expenses; (v) either plus or minus (as applicable pursuant to the definition thereof) the Estimated Working Capital Adjustment Amount; (vi) minus the Escrow Amount; (vii) minus the Reserve Amount; and; (viii) minus $23,200,000, if requested which is the value of the First Merger Equity Consideration as agreed upon by Purchaserthe Parties (the Base Purchase Price, in consultation with Purchaseras adjusted pursuant to clauses (ii) through (viii) of this Section 2.3(a), and at the “Initial Purchase Price”). (b) At least four three (3) Business Days prior to the Closing DateClosing, the Company Sellers shall deliver have delivered to Purchaser, Buyer a written closing statement (the “Closing Statement”) setting forth: : (i) an unaudited consolidated balance sheet of each Acquired Company as of the Company’s good faith estimate Closing Date, prepared in accordance with GAAP and supporting calculations of (I) without giving effect to the Cash Amount Transactions (the “Estimated Cash AmountClosing Balance Sheet”), ; (IIii) the Acquired Companies’ good faith estimates, based on the Estimated Closing Balance Sheet, of (A) Closing Net Working Capital (“Estimated Net Working Capital”) and the Working Capital Adjustment Amount calculated using Estimated Net Working Capital (the “Estimated Net Working CapitalCapital Adjustment Amount”), (IIIB) Closing Cash (“Estimated Cash”), (C) Closing Indebtedness (“Estimated Indebtedness”), (D) Transaction Expenses (“Estimated Transaction Expenses”), (E) the Indebtedness Amount Initial Purchase Price (the “Estimated Indebtedness AmountInitial Purchase Price”), (F) the number of shares of KORE Stock issuable to each Seller, and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (ivG) the calculation of the portion of the Estimated Initial Purchase Price to be paid to each Seller; and Closing Consideration derived therefrom. (biii) During the preparation a schedule of the Closing Statement (if requested by Purchaserapplicable payments to each Person receiving a payment pursuant to Section 2.3(c)(ii) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Companyeach such payee’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amount, the Net Working Capital, the Indebtedness Amount or the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect thereto. In the event Purchaser notifies the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statement, then such components of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unable, after any such cooperation, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II)wire information. (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing Statement. (d) For purposes of this Agreement,

Initial Purchase Price. Purchaser will pay to the Seller the initial purchase price (“Initial Purchase Price”) which shall equal the combined net Book Value of SHOC and April, after making necessary consolidating adjustments less Excluded Assets and plus Excluded Liabilities reflected on Exhibit R, plus Assumed Liabilities, all as of the Reference Date, plus a premium (“Premium”) in the amount of $15,000,000.00, calculated as set forth in Exhibit R, all to be payable and allocated in accordance with the following provisions. (a) Prior The Initial Purchase Price shall be payable by Purchaser to the Seller at Closing, the Company shall prepare (andin cash, if requested by Purchaser, in consultation with Purchaser)Credit Liabilities, and at least four Business Days Beazer Stock as follows: Non-Competition Agreements (allocated 75% to Xxxxxxx X. Xxxxxxx III and 25% to Xxxxx X. Xxxxxxx) Cash $4,000,000 Shares of April (allocated 86.63% to the XXX account for Xxxxxxx X. Xxxxxxx III and 13.37% to the XXX account for Xxxxx X. Xxxxxxx) Beazer Stock Cash $5,333,333 $6,666,667 Included Assets of SHOC Beazer Stock Credit Liabilities Cash $8,000,000 Book Value Balance of Initial Purchase Price (b) The value of the Beazer Stock will be based on the valuation methodology described in this Section. The Beazer Stock shall be issued in a private placement that is exempt from registration under applicable securities laws. The sale of the Beazer Stock shall be restricted for a period of one year from the Closing Date and as may otherwise be required to comply with applicable securities laws or regulations or applicable rules of the New York Stock Exchange. At the end of the one year restricted period, Beazer shall file an S-3 Registration Statement (Resale Registration) with respect to all Beazer Stock issued in payment of the Purchase Price. SHOC and the Principals shall cooperate fully with Beazer to provide such information, financial statements and other information and undertakings as may be required to accomplish the initial private placement and subsequent resale registration contemplated herein. (c) The number of shares of Beazer Stock to be issued as a part of the Purchase Price will be determined by dividing the dollar amounts specified in Section 3.1 attributable to Beazer Stock by the average of the closing prices of Beazer Stock during the twenty (20) trading days immediately preceding the first trading day prior to the Closing Date, provided that if the Company shall deliver to Purchaser, a written statement average closing price of Beazer Stock so determined is more than sixty dollars (the “Closing Statement”$60.00) setting forth: (i) the Company’s good faith estimate and supporting calculations of (I) the Cash Amount (the “Estimated Cash Amount”), (II) the Net Working Capital (the “Estimated Net Working Capital”), (III) the Indebtedness Amount (the “Estimated Indebtedness Amount”) and (IV) the Transaction Expenses Amount (the “Estimated Transaction Expenses Amount”); (ii) payment instructions for the payment of the Closing Consideration; (iii) a list of and, as applicable, payment instructions for the payment of, each of the Transaction Expenses included in the Estimated Transaction Expenses Amount; and (iv) the calculation of the Initial Purchase Price and Closing Consideration derived therefrom. (b) During the preparation of the Closing Statement (if requested by Purchaser) and after the delivery of the Closing Statement, Purchaser and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives (a) the Company’s and its Subsidiaries’ working papers and the working papers of the Company’s independent accountants, if any, relating to the preparation of the Closing Statement and the calculation of the Estimated Cash Amount, Estimated Net Working Capital, Estimated Indebtedness Amount and Estimated Transaction Expenses Amount and (b) the relevant books and records of the Company and its Subsidiaries relating to the Cash Amountper share, the Net Working Capitaldollar amount specified in Section 3.1(a) will be divided by sixty dollars ($60.00) per share, and if the Indebtedness Amount foregoing average price per share is less than or equal to forty eight dollars ($48.00) per share, then the Transaction Expenses Amount; and the Company and its Representatives shall reasonably assist Purchaser and its representatives dollar amount specified in their review of the Closing Statement and the preparation thereof and reasonably cooperate with respect theretoSection 3.1(a) will be divided by forty eight dollars ($48.00) per share. In the event Purchaser notifies that the Company in writing prior to the Closing that it disputes any amount set forth in the Closing Statement, Purchaser and the Company shall cooperate in good faith to resolve any such dispute as promptly as practicable prior to the Closing Date. If, prior to the Closing, Purchaser and the Company agree in writing to any component on the Closing Statementprice would be calculated using sixty dollars ($60.00) per share, then such components the Purchaser shall have the right to pay all or any portion of the Closing Statement shall be modified as so agreed. The Closing shall not be delayed if Purchaser and the Company are unablePurchase Price allocated above to Beazer Stock, after any such cooperationat its election, to agree on all of the components of the Closing Statement and, except as otherwise agreed to by Purchaser and the Company in writing, the parties shall use the Closing Statement as delivered by the Company for purposes of determining the Closing Consideration (without limiting any of the provisions of this Agreement, including Article II). (c) From 12:00 a.m. on the Closing Date and until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to, make any dividend or distributions of Cash or incur any Indebtedness or Transaction Expenses (other cash rather than as a result of the Financing or as already fully reflected in the Closing Statement) or use any Cash to pay any Transaction Expenses or to repay any Indebtedness. If, as a result of a breach by the Company of any of its covenants contained in this Section 1.02(c), Cash, Transaction Expenses or Indebtedness shall have changed between 11:59 p.m. on the day immediately preceding the Closing Date and the time immediately preceding the Closing, then any such changes shall be included in the calculation of Cash Amount, Transaction Expenses Amount and/or Indebtedness Amount (as the case may be) for purposes of the Closing StatementBeazer Stock. (d) For purposes Purchaser shall pay off at Closing all loans of this Agreement,SHOC included in the Assumed Liabilities and all loans of April other than Excluded Liabilities. The amounts to pay off such loans which are Credit Liabilities shall be allocated to the cash portion of the Purchase Price.