Common use of Payment of the Purchase Price Clause in Contracts

Payment of the Purchase Price. (a) Attached hereto as Exhibit 2.5 (the “Estimated Pricing Statement”) is the Seller Representative’s good faith estimate of (i) the Closing Date Cash, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase Price”). (b) At the Closing, PSI shall deliver an amount equal to the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”) to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, below.

Payment of the Purchase Price. (a) Attached hereto as Exhibit 2.5 (the “Estimated Pricing Statement”) is the Seller Representative’s good faith estimate of (i) the Closing Date Cash, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase Price”). (b) 4.2.1 At the Closing, PSI shall deliver an amount equal to the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”) to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date, which account is Seller or Altor shall deliver to be managed by the Seller Representative in the Buyers a statement that sets forth: (a) its good faith discretion and reasonable best estimates of: (i) the Net Working Capital as of the Seller Representative (the cash Closing Date, as calculated and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (dpresented on Schedule 4.2.1(a)(i) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) attached hereto (the “Estimated SBA Payoff AmountNet Working Capital”); and (ii) the Cash as of the Closing Date, for purposes of satisfying in full all of PPPI’s as calculated and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation presented on Schedule 4.2.1(a)(ii) attached hereto (the “SBA LoanEstimated Cash”). For such purposes, no later than April 14, 2014, ; and (b) the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (allocation between the “SBA Payoff Letter”) from Altor Note and the Wisconsin Business Development Finance Corporation (SHB Note of the “WBDFC”), aggregate initial principal balance in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI USD 30 million less an amount equal to the difference between the Estimated SBA Payoff Amount Net Working Capital and the Normalized Net Working Capital on a USD by wire transfer of immediately available funds USD basis if the Estimated Net Working Capital is less than the Normalized Net Working Capital (the “Aggregate Initial Principal Balance”). 4.2.2 The cash purchase price to such bank account or accounts as be paid by Buyers to Seller on Closing for the Transferred Shares (the “Cash Purchase Price”) shall be designated an amount in writing USD corresponding to the Preliminary Purchase Price (a) less the sum of the Consideration Shares multiplied by PSI. If the Applicable Ampco Stock Price; and (b) less the Aggregate Initial Principal Balance of the Notes. 4.2.3 The amount to be repaid by Buyers to SHB on Closing as repayment on behalf of ÅAB of the outstanding principal, interest and other amounts due and owing with respect to the Existing Facilities (the “Bank Pay-Off Amount”) shall be an amount in USD corresponding to the Cash Amount (a) plus an amount equal to the difference between the Estimated SBA Payoff Net Working Capital and the Normalized Net Working Capital on a USD by USD basis if the Estimated Net Working Capital exceeds the Normalized Net Working Capital provided that such amount shall not exceed SEK 20,000,000; (b) plus the Estimated Cash; (c) less the Unpaid Transaction Expenses; (d) less the Cash Purchase Price; (e) less the lower of (i) the R&W Insurance Premium and (ii) USD 300,000; and (f) plus any other amounts to be paid by Buyers to Seller pursuant to this Agreement. 4.2.4 The Bank Pay-Off Amount is and the Aggregate Initial Principal Balance are adjusted in accordance with the provisions of Clause 8. 4.2.5 Any amounts to be paid by Buyers to Seller after Closing pursuant to this Agreement shall be added to the Bank Pay-Off Amount and be paid to PSI pursuant to SHB as compensation for cancellation of bank debt. 4.2.6 On the immediately preceding sentence, then, no later than May 12, 2014Closing Date, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Cash Purchase Price shall be paid by Buyer to SHB and the Converting Note and the Notes shall be issued by Buyer to SHB, in each case as provided repayment of bank debt on behalf of Seller and for the benefit of US Buyer, and the Bank Pay-Off Amount shall be paid by Buyer to SHB as repayment of bank debt on behalf of ÅAB and for the benefit of US Buyer. 4.2.7 For purposes of determining the Bank Pay-Off Amount pursuant to Clause 4.2.3 amounts in Section 2.6, belowother currencies shall be translated into USD at the Exchange Rates as at four (4) Business Days prior to the Closing Date.

Payment of the Purchase Price. (a) Attached hereto as Exhibit 2.5 At least two Business Days prior to the Closing Date, Sellers shall deliver to Buyer a schedule setting forth information, including wire instructions, regarding the account or accounts designated by Sellers into which the Purchase Price described in Section 2.2(b) below will be wired (the “Estimated Pricing Statement”) is the Seller Representative’s good faith estimate of (i) the Closing Date Cash, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase PriceSellers’ Account Information Schedule”). (b) At the Closing, PSI Buyer shall deliver an amount equal to pay the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”) to the Seller by wire transfer of immediately available funds to such bank the account or accounts as shall be designated set forth in writing by the Seller RepresentativeSellers’ Account Information Schedule. (c) At the Closing, PSI as an addition or reduction to the Purchase Price, prepaid rent, utilities and other overhead items relating to the Purchased Assets and the Assumed Liabilities shall deposit the Seller Representative Amount into such account be pro rated between Buyer and Sellers as is designated in writing mutually agreed by the Seller Representative at least three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representativeparties. (d) Pursuant to and in accordance with Section 2.7, below, at the At Closing, PSI shall deliver, on behalf of PPPI, as an addition or reduction to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller RepresentativePurchase Price, the amount required Sellers and Buyer will “true up” the Accounts Receivable and current liabilities such that (i) Buyer will at Closing pay Seller as an addition to discharge such Paid Liabilities. the Purchase Price the amount, if any, by which the Accounts Receivable exceed current liabilities or (eii) At the ClosingPurchase Price will be reduced in the Amount, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (if any, by which current liabilities exceed the “Escrow Agent”) an amount equal to Two Accounts Receivable; provided that if current liabilities exceed the Accounts Receivable by more than One Million Five Hundred Thousand and 00/100 Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”1,000,000.00), for purposes then at Closing, Sellers shall pay the amount of satisfying such excess to Buyer. The determination of the amount of the Accounts Receivable and current liabilities shall be determined as provided on Schedule 2.2(d). If subsequent to Closing, it is discovered that an error in full all the computations was made, the party receiving the benefit of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed the error will pay to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating other party the amount required necessary to discharge all obligations under the SBA Loan. Following PSI’s receipt reflect proper “true up” of the SBA Payoff Letter, the Seller Accounts Receivable and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, belowcurrent liabilities.

Payment of the Purchase Price. 2.3.1 On 26 April 2019, the Sellers’ Representatives has provided the Purchaser, with: (a) Attached hereto as Exhibit 2.5 its good faith estimation of the Closing Financial Statements (the “Estimated Pricing StatementClosing Financial Statements”) is including the Seller Representative’s Variable Amounts and the Transaction Expenses, prepared by the Company with Ernst & Young (“Sellers’ Auditor”) in accordance with this Agreement and the Accounting Principles; (b) the allocation (i) of the Securities and (ii) of the Closing Purchase Price (as defined below) by type of Security and by Seller. 2.3.2 At Closing, the Purchaser shall pay to: (a) the Sellers on the Sellers' Account an aggregate amount equal to: (i) the Base Purchase Price, (ii) minus the Sellers’ good faith estimate of the amount of the Consolidated Net Debt, (iiii) minus the Closing Date CashSellers’ good faith estimate of the amount of the Transaction Expenses, (iv) minus, (ii) if the Working Capital Amount (determined is less than €8,300,000, the difference between €8,300,000 and the Working Capital as estimated in accordance with good faith by the Accounting Principles)Sellers, (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and or (v) plus, if the resulting Working Capital is greater than €10,300,000, the difference between the Working Capital and €10,300,000 as estimated in good faith by the Sellers, (as so calculated, the “Closing Purchase Price”), minus the Escrow Adjustment Amount and the Escrow Indemnification Amount. (b) the Escrow Agent, pursuant to and for the purposes of the Escrow Agreements, on the Escrow Adjustment Account an aggregate amount equal to the Escrow Adjustment Amount; ACTIVE/99344198.6 (c) the Escrow Agent, pursuant to and for the purposes of the Escrow Agreements, on the Escrow Indemnification Account an aggregate amount equal to the Escrow Indemnification Amount. 2.3.3 The Parties have agreed, with a view to facilitating the Closing, that the calculation of the Purchase Price payable at would be made with effect as of 30 April 2019, 11.59 PM CET, while the Closing based upon shall occur on 29 April 2019. Accordingly, the information reflected Purchaser shall procure that the Company manages its cash, debt and working capital on Exhibit 2.5 29 April 2019 (for purposes hereofafter Closing) and 30 April 2019 (included) in the ordinary course and consistent with past practices, except as provided otherwise in this Agreement. In this context the Purchaser will not take any action not in the ordinary course of business (such as distributions or payments) which would affect the Consolidated Net Debt or the Working Capital, such estimated Purchase Price shall be referred to Consolidated Net Debt and Working Capital being defined, for the purposes of this Article 2.3.3, as calculated as of 11:59 p.m. CET on 30 April 2019. It is specified for the “Estimated Purchase Price”). (b) At the Closing, PSI shall deliver an amount equal sake of clarity that all amounts made available to the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount Company (the “Cash Payment”) including by way of direct payment to the Seller by wire transfer of immediately available funds relevant creditors) in order to such bank account reimburse any amount included in the Indebtedness due to be paid or accounts as shall be designated in writing reimbursed by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior to Company or any Company Subsidiaries on the Closing Date, including the Repayable Indebtedness, will be considered as Indebtedness for the purpose of the calculation of the Consolidated Net Debt. 2.3.4 The Purchaser irrevocably undertakes not to take any decision or action which account could prevent the payment of the Exit Bonus by the Group Companies as set out in Schedule 2.3.4. 2.3.5 Notwithstanding the above, in the event (i) the Manco 1 Share Purchase Agreement is entered into pursuant to Article 11 between the Purchaser and Manco 1 Shareholders holding Manco 1 Shares representing 100% of the share capital and voting rights in Manco 1 and (ii) the conditions precedent of the Manco 1 Share Purchase Agreement are satisfied, the Securities owned by Manco 1 will not be transferred to the Purchaser, which will acquire the Manco 1 Shares to be managed by sold pursuant to the Seller Representative in the good faith discretion Manco 1 Share Purchase Agreement (representing 100% of the Seller Representative (share capital and voting rights in Manco 1) instead. In such a case, the cash and earnings thereon from time portion of the Purchase Price in relation to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative Securities held by Manco 1 shall be entitled to from time to time cause the release and payment to himself of amounts deducted from the Seller Representative Fund Purchase Price and such portion, as payment of any lossesadjusted under the Manco 1 Share Purchase Agreement, costs or expenses for which the Seller Representative is entitled to shall be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution reallocated to the Seller and/or Manco 1 Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, selling their Manco 1 Shares in accordance with the terms and conditions of that certain Escrow Agreement, dated as provisions of the date hereofManco 1 Share Purchase Agreement (it being specified for the avoidance of doubt that only the portion due to Manco 1 Shareholders transferring their Manco 1 Shares to the Purchaser under the Manco 1 Share Purchase Agreement shall be paid by the Purchaser on the Closing Date). 2.3.6 Notwithstanding the above, among in the Escrow Agentevent (i) the Manco 2 Share Purchase Agreement is entered into pursuant to Article 11 between the Purchaser and Manco 2 Shareholders holding Manco 2 Shares representing 100% of the share capital and voting rights in Manco 2 and (ii) the conditions precedent of the Manco 2 Share Purchase Agreement are satisfied, the Seller and PSI (the “Escrow Agreement”), (A) Securities owned by Manco 2 will not be transferred to the WBDFCPurchaser, by wire transfer of immediately available funds which will acquire the Manco 2 Shares to be sold pursuant to the bank account designated by Manco 2 Share Purchase Agreement (100% of the WBDFCshare capital and voting rights in Manco 2) instead. In such a case, that the portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect Purchase Price in relation to the SBA LoanSecurities held by Manco 2 shall be deducted from the Purchase Price and such portion, as set forth on adjusted under the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) Manco 2 Share Purchase Agreement, shall be reallocated to the Seller Manco 2 Shareholders selling their Manco 2 Shares in accordance with the provisions of the Manco 2 Share Purchase Agreement (or its designees), by certified check or wire transfer it being specified for the avoidance of doubt that only the portion due to Manco 2 Shareholders transferring their Manco 2 Shares to the bank account designated by Purchaser under the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Manco 2 Share Purchase Price Agreement shall be paid as provided in Section 2.6, below.by the Purchaser on the Closing Date). ACTIVE/99344198.6

Payment of the Purchase Price. At the Closing, the Fixed Purchase Price, as adjusted to give effect to the estimated Prorations delivered pursuant to Section 2.5(a) (the “Preliminary Purchase Price”) shall be paid as follows: (a) Attached hereto Purchaser shall pay or cause to be paid to Seller cash in an amount equal to (1) the Preliminary Purchase Price, minus (2) the amount of cash, if any, to be paid to Seller as Exhibit 2.5 described in Section 2.7(c), minus (3) the amount of the Indemnification Escrow Deposit, and minus (4) the Bank Pay-off Amount, if any (such payment, the “Estimated Pricing Statement”) is the Seller Representative’s good faith estimate of (i) the Closing Date Cash, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase PriceCash Payment”). (b) At On Seller’s behalf, Purchaser shall pay to The Bank of New York, as Agent, the ClosingBank-Pay Off Amount, PSI shall deliver an amount equal to if any, as payment in full of all amounts due and payable in respect of (A) the Estimated Purchase Price less Credit Agreement dated as of December 19, 2000 among Seller, the Seller Representative Amount Guarantors party thereto, Canadian Imperial Bank of Commerce, as Syndication Agent, National City Bank, as Documentation Agent, and less the Estimated SBA Payoff Amount Bank of New York, as Administrative Agent, as amended, and (B) the Credit Agreement dated as of December 19, 2000 among Seller, the Guarantors party thereto, Canadian Imperial Bank of Commerce, as Syndication Agent, and the Bank of New York, as Administrative Agent, as amended (collectively, the “Cash PaymentTSG Loans”) to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative). (c) At the Closing, PSI shall deposit the Purchaser and Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing instructions to, and shall cause the Escrow Agent to pay(i) release the Deposit Letter of Credit to Purchaser for cancellation or (ii) if the Escrow Agent then holds cash in lieu of the Deposit Letter of Credit, then pay such cash to Seller as credit against the Preliminary Purchase Price. (d) Purchaser shall pay to the Escrow Agent the Indemnification Escrow Deposit to be held in accordance with the terms and conditions of that certain the Indemnification Escrow Agreement, dated as substantially in the form of the date hereof, among the Escrow Agent, the Seller and PSI Exhibit H attached hereto (the “Indemnification Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, below.

Payment of the Purchase Price. (a) Attached hereto At the closing, Purchaser shall deliver to Seller the Purchase Price, payable as Exhibit 2.5 (the “Estimated Pricing Statement”) is the Seller Representative’s good faith estimate of follows: (i) the Closing Date Cash, sum of $1 million (ii) the Working Capital Amount (determined in accordance with the Accounting Principles"Cash Pay- ment"), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase Price”). (b) At the Closing, PSI shall deliver an amount equal to the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”) to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time subject to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid adjustment as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, 2.2(b) below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank an account designated by Seller and (ii) a $3 million principal amount note due on the WBDFC, that portion tenth anniversary of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to Closing (the SBA Loan"Note"), as in the form set forth on in Exhibit 2.2 attached hereto. (b) The Cash Payment shall be adjusted as follows: (i) if the SBA Payoff Letter amount of the Closing Intercompany Account Balance (as defined below) is greater than the “SBA Payoff Amount”) and Year-end Intercompany Account Balance (B) to the Seller (or its designeesas defined below), the Cash Payment shall be increased by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer difference between the Closing Intercompany Account Balance and the Year-end Intercompany Account Balance. (c) The Company shall deliver, no earlier than five business days before the Closing Date (such date, the "Determination Date"), (i) a consolidated pro forma balance sheet of immediately available funds the Company as of the Determination Date prepared in accordance with this Section 2.2(c) (the "Closing Balance Sheet") in substantially the form (including without limitation the line items, columns and headings) of, and prepared in a manner consistent with, the September 30, 1995 balance sheet included in the Company's Year-end Financial Statements (as defined below) (the "Year-end Balance Sheet"), and (ii) a calculation of the estimated adjustment, if any, to such bank account or accounts as the Cash Payment under Section 2.2(b). The Closing Balance Sheet shall be designated prepared in writing by PSIaccordance with generally accepted accounting principles, applied on a basis consistent with the accounting principles used in preparing the Year-end Balance Sheet. If The parties shall promptly review the Estimated SBA Payoff Amount is paid Closing Balance Sheet promptly following the Determination Date and reasonably agree on the amount of such adjustment, if any, prior to PSI the Closing Date. Xxxxxx and Xxxxxx Sub shall be deemed to be third party beneficiaries of this Section 2.2. (d) As used in this Agreement, (i) "Year-end Intercompany Account Balance" shall be the intercompany account balance as reflected on the Year-end Balance Sheet with respect to the Company (excluding any intercompany debt which Seller and the Company hereby covenant shall be forgiven prior to the Closing), and (ii) "Closing Intercompany Account Balance" shall be such Intercompany Account Balance, if any, as reflected on the Closing Balance Sheet (including without limitation the amounts to be added thereto pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt Section 5 of the Payoff LetterPut Option Agreement, PSI shall pay (X) to the WBDFCdated November 22, 1995, by wire transfer of immediately available funds to and between Seller and Purchaser (the bank account designated by the WBDFC, the Payoff Amount "Put Option Agreement") and (Y) to the Seller (or its designeesSection 8.1 hereof), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, below.

Payment of the Purchase Price. (a) Attached hereto as Exhibit 2.5 Subject to the provisions of Section 2.3, the purchase price (the “Estimated Pricing Statement”) is the Seller Representative’s good faith estimate of (i) the Closing Date Cash, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated "Purchase Price”). (b") At the Closing, PSI shall deliver an amount equal to the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”) to the Seller payable by Purchaser by wire transfer of immediately available funds to such bank account or accounts as Parent, on behalf of Sellers, for the Purchased Interests shall be designated in writing that amount equal to: (i) $247,286,922 (the "Gross Purchase Price"), minus (ii) that amount equal to all Indebtedness of the Company as of the Closing Date (the "Closing Indebtedness") based on the Estimated Balance Sheet; (iii) if the Estimated Working Capital (as defined below) is greater than zero, then plus the amount by which the Seller RepresentativeEstimated Working Capital exceeds zero, or if the Estimated Working Capital is less than zero, then minus the amount by which the Estimated Working Capital is less than zero. Immediately prior to the Closing, Sellers shall cause the Company to distribute all of its cash and cash equivalents as of the Closing Date (excluding cash or cash equivalents (i) supporting payment or performance bonds or similar instruments or deposits or (ii) reserved for the Portland Franchise Dispute, if any, such amount referred to as "Excluded Cash") (the cash and cash equivalents to be distributed as aforesaid being referred to as the "Closing Cash"), based on the Estimated Balance Sheet (as defined below) but subject to adjustment as set forth below. (cb) At Sellers shall cause the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative Company to deliver to Purchaser at least three (3) Business Days prior to the Closing Date, which account is to be managed by an estimated balance sheet (the Seller Representative "Estimated Balance Sheet"), showing the estimated amounts of Closing Cash and Closing Indebtedness, along with a reasonable estimation of Working Capital as of the Closing Date (the "Estimated Working Capital") prepared in the good faith discretion of the Seller Representative and in accordance with GAAP (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection applied on a consistent basis with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution Financial Statements but not subject to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as exception set forth in Section 7.33.7(a)(ii)(z)), below, PSI shall not be required and a notice specifying the "Estimated Purchase Price" after giving effect to make any payment such deductions from and additions to the Seller Representative with respect Gross Purchase Price based on the Estimated Balance Sheet (including the estimates of Closing Indebtedness and Closing Cash reflected therein) and the Estimated Working Capital. Purchaser shall have an opportunity to review and object to the Estimated Balance Sheet, such review to be prompt and any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant objection to be reasonable and in accordance with Section 2.7, below, at good faith. Parent shall consider such objections in good faith but Parent's reasonable determination of the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as Estimated Working Capital shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), final and binding for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, belowClosing.

Payment of the Purchase Price. Citizens and/or Designated Subsidiary shall pay the Purchase Price as follows. (a) Attached hereto The Baseline Amount plus or minus, as Exhibit 2.5 applicable, the aggregate of adjustments to the Baseline Amount set forth in SECTION 2.3(B) and minus the amounts payable as provided in paragraphs (the “Estimated Pricing Statement”b) is the Seller Representative’s good faith estimate of and (ic) next following shall be paid by wire transfer on the Closing Date Cash, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred immediately available funds to as the “Estimated Purchase Price”)Chaswil. (b) At $250,000 (the Closing"ESCROW DEPOSIT") shall be paid on the Closing Date by Citizens or its Designated Subsidiary to a bank under the terms of an escrow agreement approved by Chaswil and Citizens, PSI whose approvals shall deliver an amount equal not be unreasonably withheld or delayed (the "ESCROW BANK" and the "ESCROW AGREEMENT," respectively) that provides [i] for payment to Chaswil of the Escrow Deposit less any Chaswil Post-Closing Payable and [ii] for payment to Citizens and/or Designated Subsidiary of any Chaswil Post-Closing Payable on before seven (7) days after the determination of the aggregate of the further adjustments to the Estimated Purchase Price less the Seller Representative Baseline Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”set forth in SECTION 2.3(C) following completion of any procedures initiated pursuant to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller RepresentativeSECTION 2.3(D). (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior subject to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow this Agreement, dated as of Citizens and/or its Designated Subsidiary shall purchase from United [i] the date hereof, among the Escrow Agent, the Seller and PSI three mortgage loans listed in EXHIBIT C (the “Escrow Agreement”), (A"MORTGAGE LOANS") to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent for a joint written direction instructing the Escrow Agent to pay to PSI an amount price equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated then aggregate principal balances thereof and accrued interest thereon and [ii] United's interest in writing by PSI. If Caribe Beach Resort, Sanibel, Florida (the Estimated SBA Payoff Amount is paid to PSI pursuant "CARIBE INTEREST") for a price equal to the immediately preceding sentencethen aggregate balance of United's investment therein. At the Closing, thenCitizens shall assign and transfer to Chaswil, no later than May 12, 2014without recourse, the Seller and/or documents evidencing and securing the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt Mortgage Loans and the Caribe Interest in part payment of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, belowPrice.

Payment of the Purchase Price. The Purchase Price shall be payable as follows: (a) Attached hereto Ten (10) Business Days prior to the Closing, Sellers shall provide to Purchasers (i) each Seller's then most recently completed balance sheet and statement of earnings for the portion of the fiscal year then ended, (ii) Sellers' calculation of the Net Working Capital as Exhibit 2.5 of the date of, and based on, such balance sheets (the “"Estimated Pricing Statement”Net Working Capital"), (iii) is Sellers' calculation of the Seller Representative’s good faith estimate Sellers' combined Retained Earnings as of the date of, and based on, such balance sheets and statements of earnings (the "Estimated Retained Earnings") and (iv) access to the appropriate personnel and all supporting financial statements, work sheets and other documentation used to determine the Estimated Net Working Capital and Estimated Retained Earnings that are reasonably requested by Purchasers. (b) On the Closing Date, Purchasers shall pay to Sellers an amount equal to the sum of (i) the Closing Date Cashproduct of (A) eighty percent (80%) multiplied by (B) the Base Purchase Price, plus or minus (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase Price”)Retained Earnings Adjustment Amount. (bc) At Purchasers shall pay Earnout Payments to Sellers in an aggregate amount not to exceed the Closingproduct of (i) twenty percent (20%) multiplied by (ii) the Base Purchase Price (with such sum being referred to herein as the "Maximum Aggregate Earnout Payments") on the following terms and conditions: (i) for each of (A) calendar year 2007 and (B) calendar year 2008 (each, PSI an "Earnout Period"), Purchasers shall deliver make a cash payment (each, an "Earnout Payment") to Sellers based on the Business EBITDA for that Earnout Period; (ii) for each Earnout Period, (A) if the Business EBITDA for that Earnout Period is equal to or exceeds the Target Business EBITDA for such Earnout Period, the Earnout Payment shall be an amount equal to the Estimated Purchase Price Maximum Annual Earnout Payment for such Earnout Period, or (B) if the Business EBITDA for that Earnout Period is less than the Seller Representative Amount Target Business EBITDA for that Earnout Period (a "Business EBITDA Shortfall"), the Earnout Payment shall be in an amount equal to (I) the Maximum Annual Earnout Payment for such Earnout Period minus (II) the product of (x) 2.0 and less (y) the Estimated SBA Payoff Amount Business EBITDA Shortfall (the “Cash "Earnout Payment Penalty") (provided, that in no event shall the Earnout Payment calculated pursuant to this clause (B) be less than zero); (iii) if in the first Earnout Period, the Business EBITDA is less than the Target Business EBITDA for such Earnout Period, but the Business EBITDA in the second Earnout Period exceeds the Target Business EBITDA for the second Earnout Period ("Excess Business EBITDA"), Purchasers shall make a "catch-up" payment (a "Catch-Up Payment”") to Sellers with respect to the Seller first Earnout Period in an amount equal to the lesser of (I) the Earnout Payment Penalty for the first Earnout Period and (II) the product of (x) 2.0 and (y) the Excess Business EBITDA (an illustrative calculation of Earnout Payments and Catch-Up Payments is set forth on Schedule 2.3); (iv) if in the first Earnout Period, the Business EBITDA exceeds the Target Business EBITDA, such excess shall be added to the Business EBITDA for the second Earnout Period to determine whether the Target Business EBITDA for the second Earnout Period is reached; (v) for the purpose of calculating Earnout Payments and Catch-Up Payments, Business EBITDA shall include (A) income from the Business sold to Purchasers at Closing and (B) income from Purchasers' ISO Business, but only if Parent causes the Purchasers' ISO Business to be combined with the Partnership's Business, as contemplated by Section 15.8; (vi) notwithstanding anything in this Agreement to the contrary, in no event shall Purchasers be obligated to pay to Sellers aggregate Earnout Payments (including any Catch-Up Payment) in excess of the Maximum Aggregate Earnout Payments; (vii) the Earnout Payments and Catch-Up Payment, if any, are subject to set-off in accordance with Section 12.6; (viii) for each Earnout Period, Purchasers shall make the Earnout Payment (and any Catch-Up Payment) within ten (10) days after Parent's public announcement of its financial results for such Earnout Period; and (ix) Purchasers shall provide Sellers with all supporting documentation reasonably requested by Sellers for purposes of verifying Purchasers' calculation of any Earnout Payment and Catch-Up Payment. In the event Purchasers and Sellers disagree as to the amount of an Earnout Payment or Catch-Up Payment, such dispute shall be resolved in accordance with the procedures described in Section 2.4(c). (d) All payments to be made pursuant to this Section 2.3 shall be by the wire transfer of immediately available funds to such bank an account or accounts as designated by Sellers in writing and shall be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant to and allocated between Sellers in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilitiestheir Sellers' Percentage Interests. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, below.

Payment of the Purchase Price. (a) Attached hereto Subject to the Assignment Agreement, on the Closing Date, the Buyer shall deliver the Stock Consideration to each of the Sellers. (b) Subject to SECTION 2.3(c) to SECTION 2.3(g) inclusive below as Exhibit 2.5 to the amounts payable to Kitchener, each Seller's Pro Rata Share of the Cash Consideration, as adjusted pursuant to SECTION 2.2(b) hereof, and any Cash to be delivered in connection with the Assignment Agreement, shall be delivered on the Closing Date to the Seller in immediately available funds by wire transfer to the accounts designated by that Seller. (c) Kitchener will deliver to the Buyer a certificate issued pursuant to section 116 of the Tax Act in respect of the sale of all Interests sold by it to the Buyer. (d) If a certificate issued by the Minister of National Revenue pursuant to subsection 116(2) of the Tax Act in respect of the sale by Kitchener of its Interests to the Buyer, specifying a certificate limit in an amount which is not less than Kitchener's Pro Rata Share of the Purchase Price (the “Estimated Pricing Statement”"Kitchener Purchase Price") is not delivered to the Seller Representative’s good faith estimate Buyer at or before Closing, the Buyer will be entitled to withhold from the Cash Consideration portion of the Kitchener Purchase Price payable at Closing the amount that it may be required to remit pursuant to subsection 116(5) of the Tax Act in connection with such purchase. (e) If, on or before the last Business Day that precedes the 30th day after the end of the month in which the Closing occurs, Kitchener delivers to the Buyer a certificate issued by the Minister of National Revenue under subsection 116(2) of the Tax Act in respect of Kitchener's sale of Interests to the Buyer, the Buyer will promptly pay to Kitchener the lesser of (i) the Closing Date Cash, amount withheld pursuant to SECTION 2.3(d) and (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iiiamount withheld pursuant to SECTION 2.3(d) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase Price”). (b) At the Closing, PSI shall deliver an amount equal to the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”) to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excessamount, if any, by which the Kitchener Purchase Price exceeds the amount specified in such certificate as the certificate limit or proceeds of disposition (or similar amount), multiplied by the percentage specified in subsection 116(5) of the Seller Representative Fund over all Tax Act. The time at which a certificate is to be delivered to the Buyer under this SECTION 2.3(e) may be extended to such amounts for later time that the Canada Revenue Agency confirms in writing, the Buyer may continue to hold the amount withheld pursuant to SECTION 2.3(d), provided that such written confirmation is delivered to the Buyer on or before the last Business Day that precedes the 30th day after the end of the month in which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller RepresentativeClosing occurs. (df) Pursuant If the Buyer has withheld an amount pursuant to SECTION 2.3(d) in respect of Kitchener and in accordance with Section 2.7, below, at Kitchener does not deliver to the Closing, PSI shall deliverBuyer, on behalf or before the last Business Day that precedes the 30th day after the end of PPPIthe month in which the Closing occurs, a certificate issued by the Minister of National Revenue under subsection 116(2) or subsection 116(4) of the Tax Act in respect of the sale of Kitchener's Interests to the holder Buyer specifying a certificate limit or proceeds of any Paid Liabilities by wire transfer of immediately available funds disposition (or similar amount) equal to such bank account or accounts as shall be designated in writing by greater than the Seller RepresentativeKitchener Purchase Price, the Buyer will remit to the Receiver General for Canada the amount required to discharge such Paid Liabilities. (ebe remitted pursuant to subsection 116(5) At of the Closing, PSI Tax Act and the amount so remitted shall deposit into an escrow be credited to the Buyer as a payment to Kitchener on account with Xxxxxxx & Xxxx S.C. (of the “Escrow Agent”) an Purchase Price. The Buyer will pay to Kitchener any remaining portion of the amount equal withheld pursuant to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”SECTION 2.3(d), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant prior to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”)such remittance. For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause The time at which a certificate is to be delivered to PSI a payoff letter (the “SBA Payoff Letter”Buyer under this SECTION 2.3(f) from may be extended to such later time that the Wisconsin Business Development Finance Corporation (Canada Revenue Agency confirms in writing the “WBDFC”Buyer may continue to hold the amount withheld pursuant to SECTION 2.3(d), in substantially provided that such written confirmation is delivered to the same form as set forth Buyer on Exhibit 2.5(e), attached hereto, indicating or before the amount required to discharge all obligations under last Business Day that precedes the SBA Loan. Following PSI’s receipt 30th day after the end of the SBA Payoff Lettermonth in which the Closing occurs. (g) For greater certainty, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing extent any post-Closing adjustments to the Escrow Agent to pay, Purchase Price result in accordance with the terms and conditions of that certain Escrow Agreement, dated as Kitchener's Pro Rata Share of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is Final Purchase Price being in excess of the SBA Payoff Amount. Promptly following delivery amount specified on any certificate delivered to the Buyer by the Escrow Agent of such paymentsKitchener pursuant to this SECTION 2.3, the Seller shall deliver provisions of this SECTION 2.3 will apply mutatis mutandis to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to any such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is additional amounts paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt Kitchener on account of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Final Purchase Price shall be paid as provided in Section 2.6, belowPrice.

Payment of the Purchase Price. (a) Attached hereto as Exhibit 2.5 (the “Estimated Pricing Statement”) is the Seller Representative’s good faith estimate of (i) the Closing Date Cash, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated The Purchase Price shall be referred to paid by the Transferee as the “Estimated Purchase Price”).follows: (ba) At the Closing, PSI the Transferee shall deliver transfer the following to the Transferor: (i) cash in the amount necessary to pay all sums due and owing under the DIP Facility on the Closing Date in order to terminate the DIP Facility (the "DIP Facility Payoff Amount"); (ii) [INTENTIONALLY OMITTED] (iii) $200,000 in cash (the "Evergreen Amount") which shall be credited against Post-Closing Date Costs payable by Transferee; (iv) To the Retention Escrow Account, an amount equal to the Estimated Purchase Price less estimated maximum amount of retention payments which would be due to employees under the Seller Representative Amount and less the Estimated SBA Payoff Amount Retention Plan. Four (the “Cash Payment”) to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (34) Business Days prior to the Closing Date, which account is Transferee shall identify those employees then known to it that will not be managed by offered comparable employment at Closing (the Seller Representative in "Employment Notice"). Based on the good faith discretion Employment Notice, Transferor shall calculate and deliver to Transferee two (2) Business Days prior to the Closing the estimate of the Seller Representative Retention Fund amount; (v) $4,200,000 in cash; (vi) 1.1 million shares of Right Start common stock, no par value (the cash and earnings thereon from time to time in such account being "Right Start Shares"). Such consideration described above shall hereinafter be referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative"Closing Proceeds." (d) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (eb) At the Closing, PSI Transferee shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. assume (the “Escrow Agent”"Closing Liabilities Assumption") an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding Transferor's obligations with respect to the SBA Loan, as set forth on Assumed Liabilities (including the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion payment of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff AmountCure Costs). Promptly following delivery by the Escrow Agent of such paymentsIn connection therewith, the Seller Transferee shall deliver to PSI evidencesatisfy the Transferor's obligations regarding the Employee Obligations, the Trade Payables, and the Accruals in form and substance reasonably acceptable to PSI, that all the ordinary course as such obligations with become due. With respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014Cure Costs, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI Transferee shall pay (X) such amounts as are agreed to by it and the WBDFC, by wire transfer of immediately available funds to the bank account designated affected creditor or as determined by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, belowBankruptcy Court.

Payment of the Purchase Price. 3.4.1 At Closing, the Purchaser shall transfer, in cash, in immediately available funds, to the bank account of the Vendor as set forth in Schedule D, an amount equal to EUR two hundred seventy million (a) Attached hereto 270,000,000), adjusted as Exhibit 2.5 follows (as adjusted, the “Closing Purchase Price): 3.4.1.1 if the amount of the Estimated Pricing Statement”) Closing Net Cash is a positive amount (i.e., more cash than debt), the Seller Representative’s good faith estimate Base Purchase Price shall be increased by the amount of the Estimated Closing Net Cash, on a euro for euro basis; or 3.4.1.2 if the amount of the Estimated Closing Net Cash is a negative amount (i.e., more debt than cash), the Base Purchase Price shall be decreased by the absolute amount of the Estimated Closing Net Cash, on a euro for euro basis; and 3.4.1.3 if the amount of the Estimated Closing Working Capital exceeds the Target Working Capital, the Base Purchase Price shall be increased by the amount of such excess, on a euro for euro basis; or 3.4.1.4 if the amount of the Estimated Closing Working Capital is less than the Target Working Capital, the Base Purchase Price shall be decreased by the amount of such shortfall, on a euro for euro basis; and 3.4.1.5 the Base Purchase Price shall be increased by the amount of the net purchase price paid by the Group in relation with the Acquisition Molécule OO, on a euro for euro basis, i.e., EUR five million (5,000,000), except if (i) the Closing Date CashAcquisition Molécule OO is cancelled and the Group gets a purchase price refund prior to Closing, or (ii) the Working Capital Amount (determined Acquisition Molécule OO is cancelled prior to Closing and the Group is entitled to a purchase price refund which is still outstanding at Closing and there are in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as sole opinion of the Closing Date and Purchaser reasonable reasons to believe that such refund may be at risk, in which case the Vendor shall be entitled to receive such amount of EUR five million (v5,000,000) the resulting calculation of the Purchase Price payable at the Closing based immediately upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase Price”)Acquisition Molécule OO purchase price refund being made. (b) 3.4.2 At the Closing, PSI the Purchaser shall deliver transfer, in cash, in immediately available funds, to the cash blocked account under the Managed Accounts Agreement, an amount equal to the Estimated Original Managed Account Cash; 3.4.3 At Closing, the Purchaser shall issue the Original PSP Securities to the Vendor, which will be credited on the PSP shares blocked account under the Managed Accounts Agreement; 3.4.4 Within ten (10) days of the agreement or determination of the Closing Accounts, the Closing Net Cash, the Closing Working Capital and the resulting Purchase Price less as provided in Subsection 3.1: 3.4.4.1 if the Seller Representative Amount and less amount of the Estimated SBA Payoff Amount (Purchase Price is higher than the “Cash Payment”) amount of the Closing Purchase Price, the Purchaser shall transfer, in cash, in immediately available funds, to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except Vendor as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI Schedule D an amount equal to the Estimated SBA Payoff Amount by wire transfer difference between the Purchase Price and the Closing Purchase Price; or 3.4.4.2 if the amount of the Purchase Price is lower than the amount of the Closing Purchase Price, the Vendor shall transfer, in cash, in immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentencefunds, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated of the Purchaser (as indicated by the WBDFCPurchaser in due time), the Payoff Amount and (Y) an amount equal to the Seller (or its designees), by wire transfer to difference between the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price and the Closing Purchase Price. 3.4.5 Any payment pursuant to Subsection 3.4.4 shall be paid as provided in Section 2.6accrue interest at the rate of four percent (4%) per annum from the due date until the date of payment, belowwith interest compounding on a daily basis.

Payment of the Purchase Price. (a) Attached hereto as Exhibit 2.5 Not less than two (the “Estimated Pricing Statement”) is the Seller Representative’s good faith estimate of (i) the Closing Date Cash, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase Price”). (b) At the Closing, PSI shall deliver an amount equal to the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”) to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (32) Business Days prior to the Closing Date, which account is : (i) Purchaser shall deliver to be managed by the Seller Representative in the good faith discretion Sellers its estimate of the Seller Representative Severance Amount as of the Closing Date based on the Business Employee Offeree Schedule (the cash "Estimated Severance Amount"); and (ii) Sellers shall deliver to Purchaser a certificate as to the portion of the Allegiance Payment and earnings thereon from time the Verizon Payment that has been paid. (b) On the terms and subject to time the conditions set forth in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shallthis Agreement, at such time when the Seller Representative Closing, (i) Sellers shall pay $20 million (the "Escrow Amount") in his absolute discretion determines, cause the distribution immediately available funds by wire transfer to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts Escrow Agent for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid deposit pursuant to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders Escrow Agreement. (ii) Purchaser shall pay to the Seller Representative an amount equal to such lossesthe Base Price less the sum of (x) $64.8 million, costs or expenses. For (y) the avoidance of doubtEstimated Severance Amount, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to and (z) the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt portion of the SBA Payoff Letter, Allegiance Payment and the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of Verizon Payment that certain Escrow Agreement, dated has not been paid by Sellers as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFCClosing Date, by wire transfer of immediately available funds to the bank Sellers to an account designated in writing by Sellers not less than two (2) Business Days prior to Closing. (c) Sellers or Purchaser, as the case may be, shall pay the Adjustments as provided in Section 2.6 and 2.7. (d) Within five (5) Business Days after Purchaser receives written notice from Sellers certifying the amount of rejection claims finally determined by the WBDFCBankruptcy Court in the preceding calendar quarter and the portion thereof constituting Rejection Claims and receipt of evidence reasonably satisfactory to Purchaser verifying such certification, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller Purchaser shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount Sellers by wire transfer of immediately available funds to such bank an account or accounts as shall be designated in writing by PSI. If Sellers an amount, to the Estimated SBA Payoff Amount is paid extent not previously paid, equal to PSI the product of (i) $0.27 and (ii) the amount by which such rejection claims as finally determined by the Bankruptcy Court, to the extent constituting Rejection Claims, exceed $360 million; provided, however, that the aggregate payment pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders this clause (d) shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, belownot exceed $64.8 million.

Payment of the Purchase Price. The Purchase Price shall be payable as follows: (a) Attached hereto Five (5) Business Days prior to the Closing, Seller shall provide to Purchaser (i) Seller’s then most recently completed balance sheet, (ii) Seller's calculation of the Net Working Capital as Exhibit 2.5 of the date of, and based on, such balance sheet (the “"Estimated Pricing Statement”Net Working Capital") is and (iii) access to the appropriate Seller Representative’s good faith estimate personnel and all supporting financial statements, work sheets and other documentation used to determine the Estimated Net Working Capital that are reasonably requested by Purchaser. (b) On the Closing Date, Purchaser shall pay to Seller an amount equal to (i) Thirty-Eight Million Dollars ($38,000,000) plus (ii) the amount by which the Estimated Net Working Capital exceeds the Target Net Working Capital or minus (iii) the amount by which the Target Net Working Capital exceeds the Estimated Net Working Capital; (c) Purchaser shall pay up to Ten Million Dollars ($10,000,000) to Seller in Earnout Payments on the following terms and conditions: (i) for each of (i) the Closing Date Cash, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of period between the Closing Date and December 31, 2006 and (vii) calendar year 2007 (each, an "Earnout Period"), Purchaser shall make a cash payment (each, an "Earnout Payment") to Seller based on the resulting calculation of Business EBITDA for that Earnout Period; (ii) for each Earnout Period, (A) if the Purchase Price payable at Business EBITDA for that Earnout Period is equal to or exceeds the Closing based upon Target Business EBITDA for such Earnout Period, the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price Earnout Payment shall be referred to as the “Estimated Purchase Price”). (b) At the Closing, PSI shall deliver an amount equal to the Estimated Purchase Price Maximum Annual Earnout Payment for such Earnout Period, or (B) if the Business EBITDA for that Earnout Period is less than the Seller Representative Amount Target Business EBITDA for that Earnout Period (a "Business EBITDA Shortfall"), the Earnout Payment shall be in an amount equal to (I) the Maximum Annual Earnout Payment for such Earnout Period minus (II) the product of (x) 3.5 and less (y) the Estimated SBA Payoff Amount Business EBITDA Shortfall (the “Cash "Earnout Payment Penalty") (provided, that in no event shall the Earnout Payment calculated pursuant to this clause (B) be less than zero); (iii) if in the first Earnout Period, the Business EBITDA is less than the Target Business EBITDA for such Earnout Period, but the Business EBITDA in the second Earnout Period exceeds the Target Business EBITDA for the second Earnout Period ("Excess Business EBITDA"), Purchaser shall make a "catch-up" payment (a "Catch-Up Payment”") to Seller with respect to the first Earnout Period in an amount equal to the lesser of (I) the Earnout Payment Penalty for the first Earnout Period and (II) the product of (x) 3.5 and (y) the Excess Business EBITDA; (iv) if in the first Earnout Period, the Business EBITDA exceeds the Target Business EBITDA, such excess shall be added to the Business EBITDA for the second Earnout Period to determine whether the Target Business EBITDA for the second Earnout Period is reached; (v) notwithstanding anything in this Agreement to the contrary, in no event shall Purchaser be obligated to pay to Seller aggregate Earnout Payments (including any Catch-Up Payment) in excess of Ten Million Dollars ($10,000,000); (vi) the Earnout Payments and Catch-Up Payment, if any, are subject to set-off in accordance with Section 12.6; (vii) for each Earnout Period, Purchaser shall make the Earnout Payment (and any Catch-Up Payment) promptly, and in no event later than the earlier of (A) the fifteenth (15th) day following Purchaser's public announcement of its financial results for such Earnout Period and (B) the March 30 following such Earnout Period; and (viii) Purchaser shall provide Seller with all supporting documentation reasonably requested by Seller for purposes of verifying Purchaser's calculation of any Earnout Payment and Catch-Up Payment. In the event Purchaser and Seller disagree as to the amount of an Earnout Payment or Catch-Up Payment, such dispute shall be resolved in accordance with the procedures described in Section 2.4(c). (d) All payments to be made pursuant to this Section 2.3 shall be by the wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, below.

Payment of the Purchase Price. (a) Attached hereto as Exhibit 2.5 (the “Estimated Pricing Statement”) is the Seller Representative’s good faith estimate of (i) On the Closing Date CashDate, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles)for same day value, (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase Price”). (b) At the Closing, PSI shall deliver an amount equal to the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”) to the Seller by wire transfer of immediately available funds to such the bank account or accounts as shall be designated in writing notified by the Seller Representative. (c) At to the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least Purchaser no later than three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders Purchaser shall pay to the Seller Representative an amount equal to such lossesEuro five-hundred and fifty million (550,000,000) reduced by (i) the Notified Closing Intercompany Indebtedness, costs or expenses. For (ii) the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment Notified Closing Third Party Indebtedness and (iii) the Notified Closing Net Working Capital Adjustment to the Seller Representative with respect to any losses, costs or expenses incurred extent the Notified Closing Net Working Capital is negative; and increased by the Notified Closing Net Working Capital Adjustment to the extent the Notified Closing Net Working Capital is positive (collectively, the "INITIAL PURCHASE PRICE Payment"). The Seller Representativeshall use all reasonable efforts to cause the sum of the Notified Closing Intercompany Indebtedness plus the Notified Closing Third Party Indebtedness plus the Notified Closing Net Working Capital Adjustment, to the extent the Notified Closing Net Working Capital Adjustment is negative, not to exceed Euro five hundred and fifty million (550,000,000). If the sum of the Determined Closing Intercompany Indebtedness plus the Determined Closing Third Party Indebtedness plus the Net Working Capital Adjustment (as determined using the Determined Closing Net Working Capital), to the extent such Net Working Capital Adjustment is negative, exceeds Euro five hundred and fifty million (550,000,000), then the Seller shall pay the difference to the Purchaser within five (5) Business Days after the determination of such amounts pursuant to Article 2.2(b). (db) Pursuant to and in accordance with Section 2.7On the Closing Date, belowfor same day value, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such the bank account or accounts as shall be designated in writing notified by the Seller Representativeto the Purchaser no later than three (3) Business Days prior to the Closing Date, the Purchaser shall pay (i) to the Seller, on behalf of the Company and its Subsidiaries, the Notified Closing Intercompany Indebtedness and (ii) to the relevant third parties, on behalf of the Company and its Subsidiaries, the Notified Closing Third Party Indebtedness; PROVIDED, HOWEVER, that to the extent the Purchaser notifies in writing no later than three (3) Business Days prior to the Closing Date, the Purchaser may elect not to pay any portion of the Closing Third Party Indebtedness, such portion of the Closing Third Party Indebtedness being retained by the relevant Company and Subsidiary (collectively the "ASSUMED INDEBTEDNESS"), it being understood that the Purchaser commits itself to take over any guarantees whatsoever granted by any member of the PPR Group with respect to the Assumed Indebtedness, it being specified that should such take over of any guarantees not be possible, the Purchaser commits itself to hold the Seller harmless from any claims or losses which may occur in relation to any such guarantees whatsoever granted by any member of the PPR Group (other than the Company or its Subsidiaries) with respect to the Assumed Indebtedness, the existing guarantees being disclosed in SCHEDULE 3.7(A). In addition, to the extent the amount of cash and Cash Equivalents of the Company or its Subsidiaries remaining in the Company or its Subsidiaries at the Closing is greater than the Indebtedness owed to third parties, such excess amount shall be paid by the Purchaser to the Seller on the Closing Date (except for the sum of Euro seven million (7,000,000) required to discharge such Paid Liabilitiesremain in the Company at the Closing in accordance with Article 5.11). (ec) At On the Closinglater to occur of (i) June 30, PSI 2003 or (ii) the Closing Date, the Purchaser shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. pay to the Seller Euro two-hundred and sixty-five million (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000265,000,000) (the “Estimated SBA Payoff Amount”"SECOND PURCHASE PRICE PAYMENT"), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFCday value, by wire transfer of immediately available funds to the bank account designated notified by the WBDFCSeller to the Purchaser no later than three (3) Business Days prior to the later of June 30, 2003 or the Closing Date. The Parties agree that portion the Purchaser shall have no right of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations set-off or deduction of any kind with respect to the SBA LoanSecond Purchase Price Payment for or on account of any claim under this Agreement or against any other payment to be made pursuant to this Agreement, as set forth on including any claim for indemnification or otherwise. (d) (i) To the SBA Payoff Letter (extent that the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion sum of the Estimated SBA Payoff Amount that Notified Closing Intercompany Indebtedness plus the Notified Closing Third Party Indebtedness is in excess greater than the sum of the SBA Payoff Amount. Promptly following delivery by Determined Closing Intercompany Indebtedness plus the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014Determined Closing Third Party Indebtedness, then the Seller Representative and PSI Purchaser shall execute and deliver pay the amount of such difference to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, below.

Payment of the Purchase Price. (a) Attached hereto as Exhibit 2.5 (the “Estimated Pricing Statement”) is the Seller Representative’s good faith estimate of (i) On the Closing Date CashDate, (ii) for same day value, Purchaser shall pay to Seller the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Initial Purchase Price”). (b) At the Closing, PSI shall deliver an amount equal to the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”) to the Seller by wire transfer of immediately available funds to such the bank account or accounts as shall notified by Seller to Purchaser (such notification to be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least made no later than three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative ). (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. b) If the Seller Representative Fund Closing Net Indebtedness is exhausted and greater than the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunderEstimated Closing Indebtedness, then the Shareholders Seller shall pay to Purchaser the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment corresponding to the difference between the Closing Net Indebtedness and the Estimated Closing Indebtedness, and if the Closing Net Indebtedness is less than the Estimated Closing Indebtedness, then Purchaser shall pay to Seller Representative with respect the amount corresponding to any lossesthe difference between the Estimated Closing Indebtedness and the Closing Net Indebtedness (each a “Net Indebtedness Adjustment”). (c) If the Closing Net Working Capital is greater than one hundred and thirty-two (132) million euros, costs or expenses incurred by then Purchaser shall pay to Seller the amount corresponding to the difference between the Closing Net Working Capital and one hundred and thirty-two (132) million euros, and if the Closing Net Working Capital is less than one hundred and twenty-nine (129) million euros, then Seller Representativeshall pay to Purchaser the amount corresponding to the difference between one hundred and twenty-nine (129) million euros and the Closing Net Working Capital (each a “Net Working Capital Adjustment”). (d) Pursuant Any net amount required to be paid to Purchaser or to Seller, as the case may be, pursuant to Section 1.4(b) or Section 1.4(c) shall be paid in cash within five (5) Business Days of the determination of the Closing Net Indebtedness and the Closing Net Working Capital in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC1.3, by wire transfer of immediately available funds to the bank account designated by the WBDFCSeller or Purchaser, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect as applicable, at least three (3) Business Days prior to the SBA Loan, as set forth on due date. (e) If the SBA Payoff Letter (Company or the “SBA Payoff Amount”) and (B) relevant selling Subsidiary receives the Additional Consideration subsequent to the Closing and within the one hundred and eighty (180) day period following the Closing Date, then Purchaser shall pay to Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent amount of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, Additional Consideration no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its ten (10) Business Days following receipt of the Payoff Letter, PSI shall pay (X) to the WBDFCthereof, by wire transfer of immediately available funds to the bank account designated by Seller pursuant to Section 1.4(a) or such other account as may be notified by Seller to Purchaser at least three (3) Business Days prior to the WBDFCdue date, and if the Company or the relevant selling Subsidiary receives the Additional Consideration prior to the Closing, such Additional Consideration shall be reflected in the Closing Cash Position, and shall not therefore give rise to any additional payment by Purchaser to Seller other than as set forth in Section 1.3(c). (f) The amount set forth in Section 1.2(a)(vii) shall be calculated by Purchaser and notified to Fimalac on the first Business Day of the calendar month commencing after the date which is sixty (60) days after the Closing. If the proceeds referred to in Section 1.2(e)(vii) exceed the costs referred to in such Section 1.2(a)(vii) at the time of such calculation, then Purchaser shall promptly (in any case within three (3) Business Days following notification thereof) pay to Seller the amount of such excess. If such costs exceed such proceeds at the time of such calculation, then Seller shall promptly (and in any case within three (3) Business Days following notification thereof) pay to Purchaser the amount of such excess. In each case, payment shall be made in immediately available funds in pounds sterling to a bank account timely notified by Seller or Purchaser, as applicable. Seller’s obligation to pay to Purchaser the amount of the costs referred to in Section 1.2(a)(vii) shall survive until payment in full of such costs to Purchaser and Purchaser’s obligation to pay to Seller the amount of the sale proceeds referred to in Section 1.2(a)(vii) shall survive until payment in full of such proceeds to Seller. Accordingly, until such time as all such proceeds have been received or costs paid out, the Payoff Amount amount set forth in Section 1.2(a)(vii) shall be calculated by Purchaser and notified to Fimalac on a quarterly basis (Ycommencing with the calendar quarter ending after the first calculation date ) with respect to all such proceeds received or costs paid out subsequent to the Seller (or its designees)most recent calculation date, by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price and settlement payments shall be paid as provided made in Section 2.6, belowthe manner set forth above.

Payment of the Purchase Price. NCR shall pay the Purchase Price for the Assigned Rights as follows: 2.2.1 At the Closing, NCR shall pay directly to CCC, for Tidel's account, to be held by an escrow agent as provided in the Purchase Agreement, an amount equal to the lesser of (a) Attached hereto the total Cash Consideration due to Tidel hereunder, less a hold-back by NCR of ten percent (10%) of such balance or (b) the total amount of cash due from Tidel to the Escrow Agent as Exhibit 2.5 provided in the Purchase Agreement in accordance with Article 2.2(a) thereof, and shall pay any remaining balance of the Cash Consideration, less such hold-back by NCR of ten percent (10%) of such balance, to Tidel, both such payments to be made by wire transfer, in immediately available funds. Such hold-back (or portion thereof) shall be subsequently paid by NCR to Tidel when and only to the “Estimated Pricing Statement”) extent that the number and condition of New NCR ATMs actually received by NCR is the Seller Representative’s good faith estimate same as originally identified by Tidel and NCR pursuant to the inspection procedures identified in Article 6.4.6(b). Such holdback (or portion thereof) shall be paid to Tidel no later than fourteen (14) days following the Closing and shall be reduced by an amount equal to One Thousand Dollars ($1,000.00) multiplied by the number of New NCR ATMs that are not accepted by NCR due to a deterioration in their condition subsequent to the inspection contemplated under Article 6.4.6(b). At the Closing, NCR shall also pay to Tidel the Assignment Consideration by tendering an assignment, duly executed, in form sufficient to convey the rights, security interests and other rights and interests to be assigned to Tidel pursuant to Article 2.1 hereof. 2.2.2 The Additional Consideration shall be payable by ordinary check in quarterly installments, in arrears, as New NCR ATMs are resold and proceeds from such resales are received by NCR. Each installment, representing Additional Consideration due resulting from the resale of New NCR ATMs in a calendar quarter, shall be paid on or before the fifteenth day of the month immediately following the end of the applicable calendar quarter. No later than twenty business days after the end of the applicable calendar quarter, NCR shall provide Tidel with an officer's certificate certifying, (i) the Closing Date Cashnumber of New NCR ATMs sold in such calendar quarter, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles)gross selling price of each such machine, (iii) the Transaction Expensesa calculation showing all delivery, installation and/or setup fees, duties, taxes and currency adjustments and (iv) a statement that all other Excluded Liabilities as of the Closing Date information contained in such certificate is true and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase Price”). (b) At the Closing, PSI shall deliver an amount equal correct to the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”) to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent best knowledge of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, belowofficer.

Payment of the Purchase Price. (a) Attached hereto as Exhibit 2.5 (On the “Estimated Pricing Statement”) is Closing Date, for same day value, Purchaser shall deliver the Seller Representative’s good faith estimate Note and pay to Warnaco the amount equal to the sum of (i) the Closing Date Cashthirty two million, five hundred thousand (32,500,000) euros, (ii) plus the Working Capital Amount (determined in accordance with the Accounting Principles)Estimated Closing Cash, (iii) less the Transaction Expenses, Estimated Closing Liabilities and (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase Price”). (b) At the Closing, PSI shall deliver an amount equal to plus or minus the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”) to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least three (3) Business Days prior to the Closing Date, which account is to be managed by the Seller Representative in the good faith discretion of the Seller Representative (the cash and earnings thereon from time to time in such account being referred to herein as the “Seller Representative Fund”). The Seller Representative shall be entitled to from time to time cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shall, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders of the excess, if any, of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except as set forth in Section 7.3, below, PSI shall not be required to make any payment to the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFC”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFCNet Working Capital Adjustment, by wire transfer of immediately available funds to the bank account designated notified by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary Warnaco to satisfy all outstanding obligations with respect Purchaser (such notification to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, made no later than May 12three (3) Business Days prior to the Closing Date). (i) If the Closing Cash is greater than the Estimated Closing Cash, 2014then Purchaser shall pay to Warnaco the amount corresponding to the difference between the Closing Cash and the Estimated Closing Cash and if the Closing Cash is less than the Estimated Closing Cash, then Warnaco shall pay to Purchaser the Seller and/or amount corresponding to the Shareholders difference between the Estimated Closing Cash and the Closing Cash; (ii) If the Closing Liabilities are greater than the Estimated Closing Liabilities, then Warnaco shall cause pay to Purchaser the amount corresponding to the difference between the Closing Liabilities and the Estimated Closing Liabilities and if the Closing Liabilities are less than the Estimated Closing Liabilities, then Purchaser shall pay to Warnaco the amount corresponding to the difference between the Estimated Closing Liabilities and the Closing Liabilities; (iii) If the difference between the Closing Net Working Capital and the Target Closing Net Working Capital (the "Closing Net Working Capital Adjustment") is greater than the Estimated Closing Net Working Capital Adjustment, then Purchaser shall pay to Warnaco the amount corresponding to the difference between the Closing Net Working Capital Adjustment and the Estimated Closing Net Working Capital Adjustment and if the Closing Net Working Capital Adjustment is lesser than the Estimated Closing Net Working Capital Adjustment, then Warnaco shall pay to Purchaser the amount corresponding to the difference between the Closing Net Working Capital Adjustment and the Estimated Closing Net Working Capital Adjustment. The amounts owed by each party to the other party under this Section 3.3(b)shall be offset and only net adjustment shall be paid by either party, as the case may be, to the other party. (c) Any net amount required to be delivered paid to PSI an SBA Payoff Letter. Following its receipt Purchaser or to Warnaco, as the case may be, pursuant to 3.3(b) shall be paid within five (5) Business Days of the Payoff Letter, PSI shall pay (Xdetermination referred to in Section 3.2(e) to by the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFCWarnaco or Purchaser, the Payoff Amount and as applicable, at least three (Y3) Business Days prior to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, belowdue date.

Payment of the Purchase Price. (a) Attached hereto as Exhibit 2.5 (the “Estimated Pricing Statement”) is the Seller Representative’s good faith estimate of (i) the Closing Date Cash, (ii) the Working Capital Amount (determined in accordance with the Accounting Principles), (iii) the Transaction Expenses, (iv) all other Excluded Liabilities as of the Closing Date and (v) the resulting calculation of the Purchase Price payable at the Closing based upon the information reflected on Exhibit 2.5 (for purposes hereof, such estimated Purchase Price shall be referred to as the “Estimated Purchase Price”). (b) At the Closing, PSI shall deliver an amount equal to the Estimated Purchase Price less the Seller Representative Amount and less the Estimated SBA Payoff Amount (the “Cash Payment”) to the Seller by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative. (c) At the Closing, PSI shall deposit the Seller Representative Amount into such account as is designated in writing by the Seller Representative at least No later than three (3) Business Days prior to the Closing Date, which account is SEE shall prepare and deliver to be managed by the Seller Representative in the Buyer a statement setting forth its good faith discretion estimates of an unaudited combined balance sheet of the Seller Representative Diversey Business as of the Effective Time (excluding the Excluded Assets and the Retained Liabilities) prepared in accordance with the Accounting Principles and (i) the Closing Net Working Capital (the cash and earnings thereon from time to time “Estimated Closing Net Working Capital”), as estimated in such account being referred to herein as accordance with Exhibit B, (ii) the Closing Cash (the “Estimated Closing Cash”), as estimated in accordance with the Accounting Principles, (iii) the Closing Indebtedness (the “Estimated Closing Indebtedness”) as estimated in accordance with the Accounting Principles, and (iv) the Closing Seller Representative FundExpenses (the “Estimated Closing Seller Expenses”), together with reasonably detailed documentation supporting the basis of all such calculations (the “Estimated Statement”). The Seller Representative SEE will consider in good faith any comments made by Buyer to the Estimated Statement and will make any revisions to the Estimated Statement that are agreed by SEE and Buyer. (b) At the Closing, subject to Section 5.16(e), Buyer shall be entitled to from time to time pay or cause the release and payment to himself of amounts from the Seller Representative Fund as payment of any losses, costs or expenses for which the Seller Representative is entitled to be paid in connection with the Seller Representative’s duties and obligations hereunder. The Seller Representative shallpaid, at such time when the Seller Representative in his absolute discretion determines, cause the distribution to the Seller and/or Shareholders on behalf of the excessDiversey Share Buyers and the Diversey Asset Buyers, if anyto SEE (or its designee, including a U.S. paying agent that is a nationally recognized U.S. or global bank) on behalf of the Seller Representative Fund over all such amounts for which the Seller Representative is or may become entitled to be paid as provided herein Diversey Share Sellers and that then have not been paid to the Seller Representative. If the Seller Representative Fund is exhausted and the Seller Representative thereafter incurs losses, costs or expenses for which he is entitled to payment hereunder, then the Shareholders shall pay to the Seller Representative an amount equal to such losses, costs or expenses. For the avoidance of doubt, except Diversey Assets Sellers as set forth in Section 7.3, below, PSI shall not be required to make any payment to 2.5(a) of the Seller Representative with respect to any losses, costs or expenses incurred by the Seller Representative. (d) Pursuant to and in accordance with Section 2.7, below, at the Closing, PSI shall deliver, on behalf of PPPI, to the holder of any Paid Liabilities by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by the Seller Representative, the amount required to discharge such Paid Liabilities. (e) At the Closing, PSI shall deposit into Seller’s Disclosure Schedule an escrow account with Xxxxxxx & Xxxx S.C. (the “Escrow Agent”) an aggregate amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000i) the Base Purchase Price, (ii) plus the Estimated Closing Cash, (iii) minus the Estimated Closing Indebtedness, (iv) minus the Estimated Closing Seller Expenses, (v) (A) plus, if the Estimated Closing Net Working Capital exceeds the Reference Net Working Capital, the full amount by which the Estimated Closing Net Working Capital exceeds the Reference Net Working Capital or (B) minus, if the Reference Net Working Capital exceeds the Estimated Closing Net Working Capital, the full amount by which the Reference Net Working Capital exceeds the Estimated Closing Net Working Capital, and (vi) minus the Final EBITDA Adjustment Amount, if any (the aggregate of the foregoing clauses (i), (ii), (iii), (iv), (v), and (vi) and subject to the last sentence of Section 2.7(a), the “Estimated SBA Payoff Amount”), for purposes of satisfying in full all of PPPI’s and Landlord’s payment obligations pursuant to that certain SBA Loan # 54366450-10 owed to the Wisconsin Business Development Corporation (the “SBA Loan”). For such purposes, no later than April 14, 2014, the Seller and/or Shareholders shall cause to be delivered to PSI a payoff letter (the “SBA Payoff Letter”) from the Wisconsin Business Development Finance Corporation (the “WBDFCPreliminary Purchase Price”), in substantially the same form as set forth on Exhibit 2.5(e), attached hereto, indicating the amount required to discharge all obligations under the SBA Loan. Following PSI’s receipt of the SBA Payoff Letter, the Seller and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay, in accordance with the terms and conditions of that certain Escrow Agreement, dated as of the date hereof, among the Escrow Agent, the Seller and PSI (the “Escrow Agreement”), (A) to the WBDFC, by wire transfer of immediately available funds in U.S. dollars to the bank account accounts designated by the WBDFC, that portion of the Estimated SBA Payoff Amount necessary to satisfy all outstanding obligations with respect SEE no less than three (3) Business Days prior to the SBA Loan, as set forth on the SBA Payoff Letter (the “SBA Payoff Amount”) and (B) to the Seller (or its designees), by certified check or wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Promptly following delivery by the Escrow Agent of such payments, the Seller shall deliver to PSI evidence, in form and substance reasonably acceptable to PSI, that all obligations with respect to the SBA Loan have been discharged in full. If the SBA Payoff Letter is not delivered to PSI on or prior to April 14, 2014, or if the Escrow Agent does not deliver the SBA Payoff Amount to the WBDFC prior to April 30, 2014, then the Seller Representative and PSI shall execute and deliver to the Escrow Agent a joint written direction instructing the Escrow Agent to pay to PSI an amount equal to the Estimated SBA Payoff Amount by wire transfer of immediately available funds to such bank account or accounts as shall be designated in writing by PSI. If the Estimated SBA Payoff Amount is paid to PSI pursuant to the immediately preceding sentence, then, no later than May 12, 2014, the Seller and/or the Shareholders shall cause to be delivered to PSI an SBA Payoff Letter. Following its receipt of the Payoff Letter, PSI shall pay (X) to the WBDFC, by wire transfer of immediately available funds to the bank account designated by the WBDFC, the Payoff Amount and (Y) to the Seller (or its designees), by wire transfer to the bank account designated by the Seller, that portion of the Estimated SBA Payoff Amount that is in excess of the SBA Payoff Amount. Any adjustment to the Estimated Purchase Price shall be paid as provided in Section 2.6, belowClosing Date.