Common use of Purchase and Sale of Shares held by Non-Management Shareholders; Additional Consideration Clause in Contracts

Purchase and Sale of Shares held by Non-Management Shareholders; Additional Consideration. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Non-Management Shareholders will sell, transfer and deliver to Buyer, and Buyer will purchase and accept from the Non-Management Shareholders, all of the Non-Management Shareholders’ rights, title and interest in and to the Shares held by the Non-Management Shareholders (the “Non-Management Shareholders Shares”), free and clear of any Liens other than the lien created under the Pledge Agreement. (b) In consideration for the sale and delivery to Buyer of the Non-Management Shareholders Shares other than those held by Xx. Xxxxxx Xxxxxxxxx (“Xx. Xxxxxxxxx”), at the Closing, Buyer agrees to pay to the Non-Management Shareholders (other than Xx. Xxxxxxxxx) an aggregate payment of $512,000 (the “Initial Non-Management Shareholders Closing Payment”) by wire transfer or other immediately available funds to the Non-Management Shareholders in such amounts as are set forth on Schedule 1.02(b)(i) attached hereto. (c) In consideration for the sale and delivery to Buyer of the Non-Management Shareholders Shares held by Xx. Xxxxxxxxx, at the Closing, Buyer agrees to pay to Xx. Xxxxxxxxx by wire transfer or other immediately available funds an aggregate payment of $50,000 (the “Initial Xxxxxxxxx Closing Payment and, together with the Initial Xxxxxxx Closing Payment and the Initial Non-Management Shareholders Closing Payment, the “Initial Closing Payment”) and Buyer will issue to Xx. Xxxxxxxxx 100,000 shares of non-registered common stock of Buyer (the “Xxxxxxxxx Stock Consideration” and, together with the Xxxxxxx Stock Consideration, the “Restricted Stock Consideration”) and Buyer will direct its stock transfer agent to deliver to Xx. Xxxxxxxxx within five (5) business days of the Closing Date a certificate representing ownership by Xx. Xxxxxxxxx of the Xxxxxxxxx Stock Consideration. (d) As soon as practicable following the Closing and in no event later than May 31, 2004, as additional consideration for the Non-Management Shareholders Shares other than those held by Xx. Xxxxxxxxx, Buyer will pay to the Non-Management Shareholders (other than Xx. Xxxxxxxxx) an aggregate payment of $600,000 by wire transfer or other immediately available funds (the “Subsequent Non-Management Shareholders Closing Payment”). (e) As soon as practicable following the Closing and in no event later than May 31, 2004, as additional consideration for the Non-Management Shareholders Shares held by Xx. Xxxxxxxxx, Buyer will pay to Xx. Xxxxxxxxx an aggregate payment of $700,000 by wire transfer or other immediately available funds (the “Subsequent Xxxxxxxxx Closing Payment” and, together with the Initial Closing Payment, the Subsequent Xxxxxxx Closing Payment, the Subsequent Non-Management Shareholders Closing Payment and the Restricted Stock Consideration, the “Purchase Price”).” 4. Section 1.04(a). The reference to “Section 1.01(a)” in the first sentence of Section 1.04(a) of the Agreement is hereby amended to reference “Section 1.01(b).” 5. Section 6.03

Purchase and Sale of Shares held by Non-Management Shareholders; Additional Consideration. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Non-Management Shareholders will sell, transfer and deliver to Buyer, and Buyer will purchase and accept from the Non-Management Shareholders, all of the Non-Management Shareholders’ rights, title and interest in and to the Shares held by the Non-Management Shareholders (the “Non-Management Shareholders Shares”), free and clear of any Liens other than the lien created under the Pledge Agreement. (b) In consideration for the sale and delivery to Buyer of the Non-Management Shareholders Shares other than those held by Xx. Xxxxxx Xxxxxxxxx (“Xx. Xxxxxxxxx”), at the Closing, Buyer agrees to pay to the Non-Management Shareholders (other than Xx. Xxxxxxxxx) an aggregate payment of $512,000 (the “Initial Non-Management Shareholders Closing Payment”) by wire transfer or other immediately available funds to the Non-Management Shareholders in such amounts as are set forth on Schedule 1.02(b)(i) attached hereto. (c) In consideration for the sale and delivery to Buyer of the Non-Management Shareholders Shares held by Xx. Xxxxxxxxx, at the Closing, Buyer agrees to pay to Xx. Xxxxxxxxx by wire transfer or other immediately available funds an aggregate payment of $50,000 (the “Initial Xxxxxxxxx Closing Payment and, together with the Initial Xxxxxxx Closing Payment and the Initial Non-Management Shareholders Closing Payment, the “Initial Closing Payment”) and Buyer will issue to Xx. Xxxxxxxxx 100,000 shares of non-registered common stock of Buyer (the “Xxxxxxxxx Stock Consideration” and, together with the Xxxxxxx Stock Consideration, the “Restricted Stock Consideration”) and Buyer will direct its stock transfer agent to deliver to Xx. Xxxxxxxxx within five (5) business days of the Closing Date a certificate representing ownership by Xx. Xxxxxxxxx of the Xxxxxxxxx Stock Consideration. (d) As soon as practicable following the Closing and in no event later than May 3128, 2004, as additional consideration for the Non-Management Shareholders Shares other than those held by Xx. Xxxxxxxxx, Buyer will pay to the Non-Management Shareholders (other than Xx. Xxxxxxxxx) an aggregate payment of $600,000 50,000 by wire transfer or other immediately available funds (the “First Subsequent Non-Management Shareholders Closing Payment”). (e) As soon as practicable following the Closing and in no event later than May 3128, 2004, as additional consideration for the Non-Management Shareholders Shares held by Xx. Xxxxxxxxx, Buyer will pay to Xx. Xxxxxxxxx an aggregate payment of $700,000 250,000 by wire transfer or other immediately available funds (the “First Subsequent Xxxxxxxxx Closing Payment”). (f) As soon as practicable following the Closing and in no event later than June 14, 2004, as additional consideration for the Non-Management Shareholders Shares other than those held by Xx. Xxxxxxxxx, Buyer will pay to the Non-Management Shareholders (other than Xx. Xxxxxxxxx) an aggregate payment of $550,000 by wire transfer or other immediately available funds (the “Second Subsequent Non-Management Shareholders Closing Payment”). (g) As soon as practicable following the Closing and in no event later than June 14, 2004, as additional consideration for the Non-Management Shareholders Shares held by Xx. Xxxxxxxxx, Buyer will pay to Xx. Xxxxxxxxx an aggregate payment of $450,000 by wire transfer or other immediately available funds (the “Second Subsequent Xxxxxxxxx Closing Payment” and, together with the Initial Closing Payment, the Subsequent Xxxxxxx Closing Payment, the First Subsequent Xxxxxxxxx Closing Payment, the First and Second Subsequent Non-Management Shareholders Closing Payment and the Restricted Stock Consideration, the “Purchase Price”).” 4. Section 1.04(a). The reference to “Section 1.01(a)” in the first sentence of Section 1.04(a) of the Agreement is hereby amended to reference “Section 1.01(b).” 5. Section 6.03

Purchase and Sale of Shares held by Non-Management Shareholders; Additional Consideration. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Non-Management Shareholders will sell, transfer and deliver to Buyer, and Buyer will purchase and accept from the Non-Management Shareholders, all of the Non-Management Shareholders’ rights, title and interest in and to the Shares held by the Non-Management Shareholders (the “Non-Management Shareholders Shares”), free and clear of any Liens other than the lien created under the Pledge Agreement. (b) In consideration for the sale and delivery to Buyer of the Non-Management Shareholders Shares other than those held by Xx. Xxxxxx Xxxxxxxxx (“Xx. Xxxxxxxxx”), at the Closing, Buyer agrees to pay to the Non-Management Shareholders (other than Xx. Xxxxxxxxx) an aggregate payment of $512,000 (the “Initial Non-Management Shareholders ManagementShareholders Closing Payment”) by wire transfer or other immediately available funds to the Non-Management Shareholders in such amounts as are set forth on Schedule 1.02(b)(i) attached hereto. (c) In consideration for the sale and delivery to Buyer of the Non-Management Shareholders Shares held by Xx. Xxxxxxxxx, at the Closing, Buyer agrees to pay to Xx. Xxxxxxxxx by wire transfer or other immediately available funds an aggregate payment of $50,000 (the “Initial Xxxxxxxxx Closing Payment andPaymentand, together with the Initial Xxxxxxx Closing Payment and the Initial Non-Management Shareholders Closing Payment, the “Initial Closing Payment”) and Buyer will issue to Xx. Xxxxxxxxx 100,000 shares of non-registered common stock of Buyer (the “Xxxxxxxxx Stock Consideration” and, together with the Xxxxxxx Stock Consideration, the “Restricted Stock Consideration”) and Buyer will direct its stock transfer agent to deliver to Xx. Xxxxxxxxx within five (5) business days of the Closing Date a certificate representing ownership by Xx. Xxxxxxxxx of the Xxxxxxxxx Stock Consideration. (d) As soon as practicable following the Closing and in no event later than May 3128, 2004, as additional consideration for the Non-Management Shareholders Shares other than those held by Xx. Xxxxxxxxx, Buyer will pay to the Non-Management Shareholders (other than Xx. Xxxxxxxxx) an aggregate payment of $600,000 50,000 by wire transfer or other immediately available funds (the “First Subsequent Non-Management Shareholders Closing Payment”). (e) As soon as practicable following the Closing and in no event later than May 3128, 2004, as additional consideration for the Non-Management Shareholders Shares held by Xx. Xxxxxxxxx, Buyer will pay to Xx. Xxxxxxxxx an aggregate payment of $700,000 250,000 by wire transfer or other immediately available funds (the “First Subsequent Xxxxxxxxx Closing Payment”). (f) On June 25, 2004, or in no event later than June 28, 2004, as additional consideration for the Non-Management Shareholders Shares other than those held by Xx. Xxxxxxxxx, Buyer will pay to the Non-Management Shareholders (other than Xx. Xxxxxxxxx) an aggregate payment of $250,000 by wire transfer or other immediately available funds (the “Second Subsequent Non-Management Shareholders Closing Payment”). (g) On June 25, 2004, or in no event later than June 28, 2004, as additional consideration for the Non-Management Shareholders Shares held by Xx. Xxxxxxxxx, Buyer will pay to Xx. Xxxxxxxxx an aggregate payment of $450,000 by wire transfer or other immediately available funds (the “Second Subsequent Xxxxxxxxx Closing Payment” and, together with the Initial Closing Payment, the First and Second Subsequent Xxxxxxx Closing Payments, the First Subsequent Xxxxxxxxx Closing Payment, the First and Second Subsequent Non-Management Shareholders Closing Payment and the Restricted Stock Consideration, the “Purchase Price”).” 4. Section 1.04(a). The reference to “Section 1.01(a)” in the first sentence of Section 1.04(a) of the Agreement is hereby amended to reference “Section 1.01(b).” 5. Section 6.03

Purchase and Sale of Shares held by Non-Management Shareholders; Additional Consideration. (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Non-Management Shareholders will sell, transfer and deliver to Buyer, and Buyer will purchase and accept from the Non-Management Shareholders, all of the Non-Management Shareholders’ rights, title and interest in and to the Shares held by the Non-Management Shareholders (the “Non-Management Shareholders Shares”), free and clear of any Liens other than the lien created under the Pledge AgreementLiens. (b) In consideration for the sale and delivery to Buyer of the Non-Management Shareholders Shares other than those held by Xx. Xxxxxx Xxxxxxxxx (“Xx. Xxxxxxxxx”), at the Closing, Buyer agrees to pay to the Non-Management Shareholders (other than Xx. Xxxxxxxxx) an aggregate payment purchase price of $512,000 1,112,000 (the “Initial Non-Management Shareholders Closing PaymentPurchase Price”) by wire transfer or other immediately available funds to the Non-Management Shareholders in such amounts as are set forth on Schedule 1.02(b)(i) attached hereto. (c) In consideration for the sale and delivery to Buyer of the Non-Management Shareholders Shares held by Xx. Xxxxxx Xxxxxxxxx, at the Closing, Buyer agrees to pay to Xx. Xxxxxxxxx by wire transfer or other immediately available funds an aggregate payment cash purchase price of $50,000 (the “Initial Xxxxxxxxx Closing Payment and, together with the Initial Xxxxxxx Closing Payment and the Initial Non-Management Shareholders Closing Payment, the “Initial Closing Payment”) 750,000 and Buyer will issue and deliver to Xx. Xxxxxxxxx 100,000 shares of non-registered common stock of Buyer (the “Xxxxxxxxx Stock Consideration” and, together with the Xxxxxxx Stock Consideration, the “Restricted Stock Consideration”) , and, together with the Xxxxxxx Purchase Price and Buyer will direct its stock transfer agent to deliver to Xx. Xxxxxxxxx within five (5) business days of the Closing Date a certificate representing ownership by Xx. Xxxxxxxxx of the Xxxxxxxxx Stock Consideration. (d) As soon as practicable following the Closing and in no event later than May 31, 2004, as additional consideration for the Non-Management Shareholders Shares other than those held by Xx. Xxxxxxxxx, Buyer will pay to the Non-Management Shareholders (other than Xx. Xxxxxxxxx) an aggregate payment of $600,000 by wire transfer or other immediately available funds (the “Subsequent Non-Management Shareholders Closing Payment”). (e) As soon as practicable following the Closing and in no event later than May 31, 2004, as additional consideration for the Non-Management Shareholders Shares held by Xx. Xxxxxxxxx, Buyer will pay to Xx. Xxxxxxxxx an aggregate payment of $700,000 by wire transfer or other immediately available funds (the “Subsequent Xxxxxxxxx Closing Payment” and, together with the Initial Closing Payment, the Subsequent Xxxxxxx Closing Payment, the Subsequent Non-Management Shareholders Closing Payment and the Restricted Stock ConsiderationPurchase Price, the “Purchase Price”).” 4. Section 1.04(a). The reference to “Section 1.01(a)” in the first sentence of Section 1.04(a) of the Agreement is hereby amended to reference “Section 1.01(b).” 5. Section 6.03