Common use of Purchase Consideration Adjustment Clause in Contracts

Purchase Consideration Adjustment. In order to insure that --------------------------------- Seller receives the same per share Purchase Consideration as that to be paid under the Tender Offer, Seller hereby agrees to allow Premier to retroactively readjust the amount of Purchase Consideration previously paid or granted to Seller if, at the Expiration Date (as that term is defined and used within the Acquisition Agreement) the Cash Consideration, the Stock Consideration or the Warrant Consideration that Seller would have received under the Tender Offer differs from that initially paid or granted to Seller under this Purchase Agreement. If such Warrant Consideration amounts are disparate, Premier shall either grant Seller the right to purchase additional shares of Premier Common Stock (the "Additional Warrant Shares") or cancel Seller's existing documentation evidencing the Warrant Consideration and reissue new documentation evidencing the reduced number of shares Seller is eligible to purchase. Similarly, if the Stock Consideration amounts are found to be disparate, Premier shall either issue Seller additional shares of Premier Common Stock (the "Additional Stock Payment Shares") or cancel Seller's existing shares and reissue a certificate evidencing fewer shares to the effect that Seller shall ultimately receive the same per share Stock Compensation as would have been provided under the Tender Offer. If the amounts of Cash Consideration are disparate and in Seller's favor, Premier shall pay Seller the additional cash. If such difference is in Premier's favor, Seller shall remit the difference in cash to Premier. The readjustment and exchange of Cash Consideration shall be completed to the effect that Seller receives the same per share Cash Consideration as he, she or it would have under the Tender Offer.

Purchase Consideration Adjustment. In order to insure that --------------------------------- Seller receives the same per share Purchase Consideration as that to be paid under the Tender Offer, Seller hereby agrees to allow Premier to retroactively readjust the amount of Purchase Consideration previously paid or granted to Seller if, at the Expiration Date (as that term is defined and used within the Acquisition Agreement) the Cash Consideration, the Stock Consideration or the Warrant Consideration that Seller would have received under the Tender Offer differs from that initially paid or granted to Seller under this Purchase Agreement. If such Warrant Consideration amounts are disparate, Premier shall either grant Seller the right to purchase additional shares of Premier Common Stock (the "Additional Warrant Shares") or cancel Seller's existing documentation evidencing the Warrant Consideration and reissue new documentation evidencing the reduced number of shares Seller is eligible to purchase. Similarly, if the Stock Consideration amounts are found to be disparate, Premier shall either issue Seller additional shares of Premier Common Stock (the "Additional Stock Payment Shares") or cancel Seller's existing shares and reissue a certificate evidencing fewer shares to the effect that Seller shall ultimately receive the same per share Stock Compensation as would have been provided under the Tender Offer. If the amounts of Cash Consideration are disparate and in Seller's favor, Premier shall pay Seller the additional cash. If such difference is in Premier's favor, Seller shall remit the difference in cash to Premier. The readjustment and exchange of Cash Consideration shall be completed to the effect that Seller receives the same per share Cash Consideration as he, he or she or it would have under the Tender Offer.