Common use of Purchase Consideration Clause in Contracts

Purchase Consideration. (a) As consideration for the conveyance of the Premises (the "Purchase Consideration"), the Buyer shall (i) pay to Seller at Closing all Rent and Additional Rent accrued under the Lease through Closing, and (ii) deliver to Seller its Promissory Note and Pledge (the "Note") in the form attached hereto as Schedule "C", which Note shall have a minimum principal amount of $2,000,000. (b) The Note shall be secured by a Mortgage on the Premises which is fully and automatically self-subordinating to any present or future mortgage, security interest, or other financing lien securing development, construction or permanent financing of the Project (the "Subordinated Mortgage"), in accordance with the terms thereof. The Subordinated Mortgage shall be in the form attached hereto as Schedule"F". Upon request, Seller agrees to provide prompt written acknowledgement of the subordination of the Subordinated Mortgage to any bona fide, unaffiliated third party lender providing construction or permanent financing or refinancing to the Project, in accordance with the terms of the Note and the Subordinated Mortgage. (c) The Security Deposit of $50,000 made by Buyer as Tenant under the Lease, provided it has not been reduced to pay or reserve for expenses, taxes, penalties, or other charges for which its use is permitted under the terms of the Lease, shall be returned to Buyer at Closing. (d) The Parties will make such other closing adjustments to the Purchase Consideration as are customary for commercial transactions in Bristol County, Massachusetts, taking into account any taxes or expenses which Buyer and Seller have already paid or agreed to pay under the terms of the Lease. Any amounts owed by Buyer under the Lease or advanced by Seller pursuant to the Lease (such as prepayments or deposits under any energy supply contract) shall be paid by Buyer at the closing. Seller and Buyer shall reasonably adjust for the cost of any snow removal, water, sewer or other charges payable under the Lease which are not separately metered to the Premises or are directly payable by Buyer to the vendor. Buyer shall pay to Seller the amount of any deposit made by Seller with respect to the O&M Agreement, unless the same has previously been delivered to Seller. Except as provided in the following paragraph, there shall be no other proration of expenses or closing adjustment for any other expenses payable by Buyer under the Lease, all of which other expenses shall remain the sole liability of Buyer. Pursuant to the Lease, Buyer is responsible for paying, as a reimbursement and subject to timely collection of the relevant reimbursements under the Energy Service Agreements, all real and personal property taxes, assessments, special district levies and any governmental or quasi-governmental charges of like kind, or in lieu of any such taxes and or liens (collectively, as more particularly defined in the Lease, "Property Taxes"), for the period from and after the Commencement Date under the Lease. Seller shall be responsible for any Property Taxes with respect to the period prior to the Commencement Date under the Lease. If the Closing shall occur before the real property tax rate or assessment for the current tax year has been finally determined, then after such tax rate or assessment is finally fixed, Seller and Buyer shall recalculate the apportionment of the Property Taxes pursuant to the Lease, and Seller or Buyer, as the case may be, shall promptly make an appropriate payment to the other based upon such recalculation. After the Closing, until the Premises is separately assessed from the remainder of Seller's property, Buyer shall pay to Seller within ten (10) days after invoice therefor (but not more than twenty (20) days prior to the date such Property Taxes are due) its proportionate share of Property Taxes assessed against the Premises and Seller's remaining property, based on the area of the land on which the Premises are located, the assessed value of the buildings and improvements located on the land, the area of the Seller's remaining property and the assessed value of the building and other improvements thereon. The obligations of this Section 3(d) shall survive the Closing until (i) Property Taxes for the Premises for the current fiscal year are finally determined, with all appropriate adjustments having been made by the Parties, and (ii) the Premises is a separate tax parcel, with any Property Taxes for the Premises after the Closing and before the date the Premises became a separate Tax parcel having been paid by Buyer to Seller. (e) All payments under this Agreement shall be made by check or wire transfer of immediately payable federal funds.

Purchase Consideration. The Parent and the Buyer will make or cause to be made the following distributions and payments of the Estimated Closing Purchase Consideration, according to the timing indicated below: (a) As consideration for At the conveyance of the Premises (the "Purchase Consideration")Closing, the Buyer shall will: i. pay the Escrow Amount to the Escrow Agent; ii. pay the Management Incentive Payments to the recipients thereof as set forth on Schedule IV; and i. pay an amount equal to the Base Purchase Consideration (ias determined in the Estimated Closing Purchase Consideration Certificate) pay minus the amounts paid pursuant to Seller at Closing all Rent clauses i. and Additional Rent accrued under the Lease through Closingii., above, and (ii) deliver minus Seller’s Tax Obligations, as defined below, by wire transfer of immediately available funds to the Seller its Promissory Note and Pledge (the "Note") in the form attached hereto as Schedule "C", which Note shall have a minimum principal amount of $2,000,000. (b) The Note shall be secured by a Mortgage on the Premises which is fully and automatically self-subordinating to any present or future mortgage, security interest, or other financing lien securing development, construction or permanent financing of the Project (the "Subordinated Mortgage"), in accordance with such wire instructions as provided by the terms thereof. The Subordinated Mortgage Seller pursuant to Section 2.03 hereof and the Seller shall be in the form attached hereto as Schedule"F". Upon request, Seller agrees to provide prompt written acknowledgement of the subordination of the Subordinated Mortgage to any bona fide, unaffiliated third party lender providing construction or permanent financing or refinancing to the Project, apply such funds in accordance with the terms of the Note Distribution Agreement, which shall include payment of (A) the outstanding Indebtedness to the respective creditors to which such amounts are owing (to the extent not previously paid off by Seller or the Target Entities), (B) the Transaction Expenses, which will be disbursed by the Seller to its respective payees thereof and (C) the Subordinated MortgageSeller’s portion of any Conveyance Taxes, as defined below. (cb) The Security Deposit of $50,000 made At an appropriate time as determined by Buyer as Tenant under Seller in its sole discretion (currently anticipated to be approximately three to six months after Closing), the LeaseParent will issue and deliver to the Seller or to other Persons designated in writing by the Seller in its sole discretion (collectively, provided it has not been reduced the “Warrant Recipients”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”) to pay or reserve for expensespurchase, taxes, penalties, or other charges for which its use is permitted under the terms subject to receipt of the LeaseParent Shareholder Approval, shall (i) that number of shares of Parent Common Stock as is determined by Seller in its sole discretion, with such number of shares of Parent Common Stock and such Warrant Recipients currently anticipated to be returned as set forth on Schedule 2.02(b) attached hereto, but subject to Buyer at Closing. change in Seller’s sole discretion, for a total of 5,750,000 shares (d) The Parties will make such other closing adjustments to which number of shares of Parent Common Stock may be reduced in the Purchase Consideration as are customary for commercial transactions in Bristol County, Massachusetts, taking into account any taxes or expenses which Buyer and Seller have already paid or agreed to pay under aggregate by the terms Warrant portion of the Lease. Any amounts owed by Buyer under the Lease or advanced by Seller Escrow Amount pursuant to the Lease terms and conditions of such Warrant) and (such ii) up to 500,000 shares of Parent Common Stock to management of the Target Entities, subject to customary vesting provisions relating to their continued service with the Target Entities, as prepayments or deposits under any energy supply contract) shall be paid mutually agreed to by Buyer at the closing. Seller Parent and Buyer shall reasonably adjust the Seller, each in its sole discretion, prior to the Closing (each, a “Warrant Share”), with each Warrant Recipient to pay as consideration for the cost exercise of such Warrant the Warrant Exercise Price. Moreover: (A) subject to receipt of the Parent Shareholder Approval, if, during the period commencing on the Closing Date and ending on the Warrant Expiration Date (as defined below), the closing price for the Parent Common Stock has not exceeded the sum of US$10.00 per share plus the Assumed Warrant Value for any snow removalfifteen (15) individual trading days (which may be non-consecutive) in any consecutive thirty (30) trading day period, waterwith no further action by the holder thereof, sewer or other charges payable under at 11:59 pm Pacific Time on the Lease which are not separately metered Warrant Expiration Date, in exchange for the Warrant the Company will issue to the Premises or are directly payable holder of the Warrant such number of shares of Parent Common Stock equal to (x) the number of Warrant Shares issuable upon exercise of the Warrant and payment of the Warrant Exercise Price per Warrant Share, multiplied by Buyer to (y) fifty percent (50%) of the vendor. Buyer Assumed Warrant Value, divided by (z) the volume weighted average price of the Parent Common Stock for the thirty (30) trading days ending on the Warrant Expiration Date; (B) each Warrant shall pay to Seller the amount of any deposit made by Seller with respect to the O&M Agreementinclude a customary cashless exercise mechanism, unless the same has previously been delivered to Seller. Except as provided in the following paragraph, there shall be no other proration of expenses or closing adjustment for any other expenses payable by Buyer under the Lease, all of which other expenses shall remain the sole liability of Buyer. Pursuant to the Lease, Buyer is responsible for paying, as a reimbursement and subject to timely collection receipt of the relevant reimbursements Parent Shareholder Approval, will be exercisable, in part or in whole, for a period of four (4) years after the Closing Date (“Warrant Expiration Date”); (C) Parent shall use commercially reasonable efforts to register the re-sale by each Warrant holder of the Warrant Shares under the Energy Service Agreements, all real and personal property taxes, assessments, special district levies and any governmental or quasi-governmental charges Securities Act of like kind, or in lieu of any such taxes and or liens (collectively1933, as more particularly defined amended, and use commercially reasonable efforts to cause such registration to be effective with the SEC within 120 days of the Closing (the “Warrant Shares Registration”) and to maintain such Warrant Shares Registration until such time as the Warrant Shares are permitted to be sold by each Warrant holder without volume or manner-of-sale restrictions under Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended; provided that (i) in the Leaseevent the Parent is contemplating in good faith an underwritten public offering of Parent Common Stock, "Property Taxes"), for the Parent may suspend the Warrant Shares Registration during the period from and after the Commencement Date under the Lease. Seller shall be responsible for any Property Taxes with respect to the period prior to the Commencement Date under the Lease. If the Closing shall occur before the real property tax rate or assessment for the current tax year has been finally determined, then after such tax rate or assessment is finally fixed, Seller and Buyer shall recalculate the apportionment of the Property Taxes pursuant to the Lease, and Seller or Buyer, as the case may be, shall promptly make an appropriate payment to the other based upon such recalculation. After the Closing, until the Premises is separately assessed from the remainder of Seller's property, Buyer shall pay to Seller within ten commencing thirty (10) days after invoice therefor (but not more than twenty (2030) days prior to the date such Property Taxes are due) its proportionate share of Property Taxes assessed against the Premises and SellerParent's remaining property, based on the area good faith estimate of the land on which filing date of its registration statement in connection with such underwritten public offering and ending thirty (30) days after the Premises are located, the assessed value effective date of the buildings and improvements located on the land, the area of the Seller's remaining property and the assessed value of the building and other improvements thereon. The obligations of this Section 3(d) shall survive the Closing until (i) Property Taxes for the Premises for the current fiscal year are finally determined, with all appropriate adjustments having been made by the Parties, registration statement relating to such underwritten public offering; and (ii) Seller acknowledges and agrees that prior to the Premises Warrant Shares Registration and during any period in which the Warrant Shares Registration is a separate tax parcelsuspended pursuant to clause (i), above, or in which the Warrant Shares Registration may cease to be effective in accordance with applicable law, the Warrant Shares shall be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (D), below; (D) in connection with any Property Taxes Warrant Shares Registration, each Warrant holder shall, as a condition precedent to receiving the benefits of any Warrant Shares Registration, (i) truthfully, accurately and completely provide to the Parent any and all information concerning the applicable Warrant holder and/or its affiliates or controlling persons as the Parent may reasonably request in connection with the Warrant Shares Registration; and (ii) agree to indemnify, defend and hold harmless the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives (“Representatives”) from and against any and all against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Parent by such Warrant holder and stated to be specifically for use therein; and each such Warrant holder will reimburse the Premises after the Closing Parent and before the date the Premises became a separate Tax parcel having been paid by Buyer to Seller.its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; (eE) All payments under this Agreement Seller acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each of the Warrant Shares, have been issued in a private placement transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be made deemed to be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws; Seller further acknowledges and agrees that each Warrant and each of the Warrant Shares may only be offered, sold or otherwise transferred pursuant to an effective registration statement or an applicable exemption thereto; Seller further acknowledges and agrees that Parent may require each Warrant holder to make customary investor representations, warranties and certifications to Parent as a condition to the issuance to each such Warrant; and Seller further acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each certificate evidencing Warrant Shares, may include the following legend (in addition to any other legends that Parent may determine to be required under applicable Laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER OF SUCH SECURITIES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO IT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED; (F) the Warrants and Warrant Exercise Price shall be proportionately adjusted as appropriate in the event of any stock split, stock dividend or similar event with respect to the Parent Common Stock; (G) Seller acknowledges and agrees that the Warrants shall provide that no Warrant may be sold, assigned, hypothecated or otherwise transferred prior to the exercise of such Warrant by check or wire transfer a Warrant holder other than to an Affiliate of immediately payable federal fundssuch Warrant holder; and (H) Notwithstanding anything to the contrary set forth above, Seller agrees that no Warrant may be exercised, and no Warrant may be exchanged for Parent Common Stock under subsection (A) above, unless and until Parent Shareholder Approval has been obtained.

Purchase Consideration. (a) As On the Initial Closing Date, in consideration for the conveyance Shares, Purchaser shall deliver to each Seller a certificate representing the number of shares of Series I Preferred Stock set forth opposite such Seller's name on Schedule 2.2(a), under the Premises column --------------- heading "Initial Consideration Shares" (the "Purchase ConsiderationInitial Consideration Shares"). Purchaser shall, concurrently therewith, deposit into the Buyer shall Escrow certificates representing the number of shares of Series I Preferred Stock set forth opposite such Seller's name on Schedule -------- 2.2 (ia) pay to Seller at Closing all Rent and Additional Rent accrued under the Lease through Closing, and (ii) deliver to Seller its Promissory Note and Pledge column heading "Escrow Shares" (the "NoteEscrow Shares") in the form attached hereto as Schedule "C", which Note shall have a minimum principal amount of $2,000,000. (b) ). ------ The Note Escrow Shares shall be secured by a Mortgage on the Premises which is fully and automatically self-subordinating released to any present Sellers or future mortgage, security interest, or other financing lien securing development, construction or permanent financing of the Project (the "Subordinated Mortgage"), in accordance with the terms thereof. The Subordinated Mortgage shall be in the form attached hereto as Schedule"F". Upon request, Seller agrees to provide prompt written acknowledgement of the subordination of the Subordinated Mortgage to any bona fide, unaffiliated third party lender providing construction or permanent financing or refinancing to the Project, in accordance with the terms of the Note and the Subordinated Mortgage. (c) The Security Deposit of $50,000 made by Buyer as Tenant under the Lease, provided it has not been reduced to pay or reserve for expenses, taxes, penalties, or other charges for which its use is permitted under the terms of the Lease, shall be returned to Buyer at Closing. (d) The Parties will make such other closing adjustments to the Purchase Consideration as are customary for commercial transactions in Bristol County, Massachusetts, taking into account any taxes or expenses which Buyer and Seller have already paid or agreed to pay under the terms of the Lease. Any amounts owed by Buyer under the Lease or advanced by Seller pursuant to the Lease (such as prepayments or deposits under any energy supply contract) shall be paid by Buyer at the closing. Seller and Buyer shall reasonably adjust for the cost of any snow removal, water, sewer or other charges payable under the Lease which are not separately metered to the Premises or are directly payable by Buyer to the vendor. Buyer shall pay to Seller the amount of any deposit made by Seller with respect to the O&M Agreement, unless the same has previously been delivered to Seller. Except as provided in the following paragraph, there shall be no other proration of expenses or closing adjustment for any other expenses payable by Buyer under the Lease, all of which other expenses shall remain the sole liability of Buyer. Pursuant to the Lease, Buyer is responsible for paying, as a reimbursement and subject to timely collection of the relevant reimbursements under the Energy Service Agreements, all real and personal property taxes, assessments, special district levies and any governmental or quasi-governmental charges of like kind, or in lieu of any such taxes and or liens (collectively, as more particularly defined in the Lease, "Property Taxes"), for the period from and after the Commencement Date under the Lease. Seller shall be responsible for any Property Taxes with respect to the period prior to the Commencement Date under the Lease. If the Closing shall occur before the real property tax rate or assessment for the current tax year has been finally determined, then after such tax rate or assessment is finally fixed, Seller and Buyer shall recalculate the apportionment of the Property Taxes pursuant to the Lease, and Seller or BuyerPurchaser, as the case may be, shall promptly make an appropriate payment pursuant to the other based upon such recalculation. After the Closing, until the Premises is separately assessed from the remainder of Seller's property, Buyer shall pay to Seller within ten (10) days after invoice therefor (but not more than twenty (20) days prior to the date such Property Taxes are due) its proportionate share of Property Taxes assessed against the Premises and Seller's remaining property, based on the area terms of the land on which Escrow Agreement. (b) On the Premises are located, the assessed value of the buildings and improvements located on the land, the area of the Seller's remaining property and the assessed value of the building and other improvements thereon. The obligations of this Section 3(d) shall survive the Second Closing until Date: (i) Property Taxes for in the Premises for event that the current fiscal year are finally determinedTrigger Event is the completion of the Measurement Period following the IPO, with all appropriate adjustments having been made Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Common Stock, if any, which, when added to the Common Stock received by Sellers following conversion of the Initial Consideration Shares (the "Converted Initial Consideration Shares") equals the Aggregate Purchase Price divided by the PartiesAverage Price; provided that, and if the Market Capitalization is less than $13.5 billion, then on the Second Closing Date Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Common Stock such that, such shares together with the Converted Initial Consideration Shares equals 7.4% of Purchaser's Common Stock on a Fully-Diluted Basis following such issuance on the Second Closing Date less the Option Amount; (ii) in the Premises event that the Trigger Event is the Acquisition of Purchaser by a separate tax parcelpublicly listed company and the Series I Preferred Stock has converted to Common Stock, with any Property Taxes for Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Common Stock on the Premises after Second Closing Date, if any, which, when added to the Common Stock then held by Sellers, equals the Aggregate Purchase Price divided by the Acquisition Price; provided that, if the Market Capitalization is less than $13.5 billion, then on the Second Closing Date Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Common Stock which, when added to the Converted Initial Consideration Shares, equals 7.4% of Purchaser's Common Stock on a Fully-Diluted Basis following such issuance less the Option Amount; (iii) in the event that the Trigger Event is the Acquisition of Purchaser by a publicly listed company and before the date Series I Preferred Stock has not converted to Common Stock, Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Series I Preferred Stock on the Premises became Second Closing Date, if any, which, when added to the Series I Preferred Stock then held by Sellers, entitles Sellers to obtain upon conversion a separate Tax parcel having been paid number of Shares of Common Stock equal to the Aggregate Purchase Price divided by Buyer the Acquisition Price; provided that, if the Market Capitalization is less than $13.5 billion, then on the Second Closing Date Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Series I Preferred Stock which, when added to the Initial Consideration Shares, entitles Sellers to obtain upon conversion 7.4% of Purchaser's Common Stock on a Fully-Diluted Basis following such issuance less the Option Amount. (eiv) All payments under this Agreement In the event that the Trigger Event is (w) an Acquisition by a company which is not publicly listed, (x) a Major Issuance or (y) a Purchaser Election and in any such case the Series I Preferred Stock has converted to Common Stock, Purchaser shall be made deliver to each Seller a certificate representing such Seller's Portion of a number of shares of Common Stock, if any, which, when added to the Converted Initial Consideration Shares, equals 8.0% of Purchaser's Common Stock on a Fully-Diluted Basis following such issuance less the Option Amount (but prior to giving effect to any issuance of Common Stock in connection with such Trigger Event); and (v) In the event that the Trigger Event is (w) an Acquisition by check a company which is not publicly listed, (x) a Major Issuance or wire transfer (y) a Purchaser Election and in any case the Series I Preferred Stock has not converted to Common Stock, Purchaser shall deliver to each Seller a certificate representing such Seller's Portion of immediately payable federal fundsa number of shares of Series I Preferred Stock, if any, which, when added to the Initial Consideration Shares, entitles Sellers to obtain upon conversion 8.0% of Purchaser's Common Stock on a Fully-Diluted Basis following such issuance less the Option Amount (but prior to giving effect to any issuance of Common Stock in connection with such Trigger Event) (as the case may be, the "Additional Consideration Shares" and, together with the Escrow Shares, and the Initial Consideration Shares or the Converted Initial Consideration Shares, as the case may be, the "Consideration Shares").

Purchase Consideration. The Parent and the Buyer will make or cause to be made the following distributions and payments of the Estimated Closing Purchase Consideration, according to the timing indicated below: (a) As consideration for At the conveyance of the Premises (the "Purchase Consideration")Closing, the Buyer shall will pay the following amounts as detailed on Schedule 2.02(a): i. the cash portion of the Escrow Amount to the Escrow Agent; ii. on behalf of and as an accommodation to the Seller, the Management Incentive Payments to the recipients thereof as set forth on Schedule IV; and iii. the amounts and to the respective persons set forth on the attached Schedule VI (iwhich Schedule VI represents the known outstanding Indebtedness of the Target Entities as of the date hereof and which Schedule VI the parties agree may updated by mutual agreement as necessary immediately prior to Closing to reflect the final amount of Indebtedness of the Target Entities outstanding as of the Closing); and iv. an amount equal to the Base Purchase Consideration (as determined in the Estimated Closing Purchase Consideration Certificate) pay minus the amounts paid pursuant to Seller at Closing all Rent clauses i., ii. and Additional Rent accrued under the Lease through Closingiii., above, and (ii) deliver minus Seller’s Tax Obligations, as defined below, by wire transfer of immediately available funds to the Seller its Promissory Note and Pledge (the "Note") in the form attached hereto as Schedule "C", which Note shall have a minimum principal amount of $2,000,000. (b) The Note shall be secured by a Mortgage on the Premises which is fully and automatically self-subordinating to any present or future mortgage, security interest, or other financing lien securing development, construction or permanent financing of the Project (the "Subordinated Mortgage"), in accordance with such wire instructions as provided by the terms thereof. The Subordinated Mortgage Seller pursuant to Section 2.03 hereof and the Seller shall be in the form attached hereto as Schedule"F". Upon request, Seller agrees to provide prompt written acknowledgement of the subordination of the Subordinated Mortgage to any bona fide, unaffiliated third party lender providing construction or permanent financing or refinancing to the Project, apply such funds in accordance with the terms of the Note and Distribution Agreement, which shall include payment of the Subordinated MortgageTransaction Expenses, which will be disbursed by the Seller to its respective payees thereof. (cb) The Security Deposit of $50,000 made At an appropriate time as determined by Buyer as Tenant under Seller in its sole discretion (currently anticipated to be approximately three to six months after Closing), the LeaseParent will issue and deliver to the Seller or to other Persons designated in writing by the Seller in its sole discretion (collectively, provided it has not been reduced the “Warrant Recipients”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”) to pay or reserve for expensespurchase, taxes, penalties, or other charges for which its use is permitted under the terms subject to receipt of the LeaseParent Shareholder Approval, shall (i) that number of shares of Parent Common Stock as is determined by Seller in its sole discretion, with such number of shares of Parent Common Stock and such Warrant Recipients currently anticipated to be returned as set forth on Schedule 2.02(b) attached hereto, but subject to Buyer at Closing. change in Seller’s sole discretion, for a total of 5,750,000 shares (d) The Parties will make such other closing adjustments to which number of shares of Parent Common Stock may be reduced in the Purchase Consideration as are customary for commercial transactions in Bristol County, Massachusetts, taking into account any taxes or expenses which Buyer and Seller have already paid or agreed to pay under aggregate by the terms Warrant portion of the Lease. Any amounts owed by Buyer under the Lease or advanced by Seller Escrow Amount pursuant to the Lease terms and conditions of such Warrant) and (ii) up to 500,000 shares of Parent Common Stock to management of the Target Entities, subject to customary vesting provisions relating to their continued service with the Target Entities, as mutually agreed to by the Parent and the Seller, each in its sole discretion, prior to the Closing (each such Warrant to purchase one share of Parent Common Stock, a “Warrant Share”), with each Warrant Recipient to pay as prepayments or deposits under consideration for the exercise of such Warrant the Warrant Exercise Price. Moreover: (A) subject to receipt of the Parent Shareholder Approval, if, during the period commencing on the Closing Date and ending on the fourth anniversary of the Closing Date, the closing price for the Parent Common Stock has not exceeded the sum of US$10.00 per share plus the Assumed Warrant Value for any energy supply contractfifteen (15) shall individual trading days (which may be paid by Buyer non-consecutive) in any consecutive thirty (30) trading day period, then, at the closing. Seller and Buyer shall reasonably adjust sole election of the holder thereof, at 11:59 pm Pacific Time on the fourth anniversary of the Closing Date, in exchange for the cost of any snow removal, water, sewer or other charges payable under Warrant the Lease which are not separately metered Parent will issue to the Premises or are directly payable holder of the Warrant such number of shares of Parent Common Stock equal to (x) the number of Warrant Shares issuable upon exercise of the Warrant and payment of the Warrant Exercise Price per Warrant Share, multiplied by Buyer to (y) fifty percent (50%) of the vendor. Buyer Assumed Warrant Value, divided by (z) the volume weighted average price of the Parent Common Stock for the thirty (30) trading days ending on the fourth anniversary of the Closing Date; (B) each Warrant shall pay to Seller the amount of any deposit made by Seller with respect to the O&M Agreementinclude a customary cashless exercise mechanism, unless the same has previously been delivered to Seller. Except as provided in the following paragraph, there shall be no other proration of expenses or closing adjustment for any other expenses payable by Buyer under the Lease, all of which other expenses shall remain the sole liability of Buyer. Pursuant to the Lease, Buyer is responsible for paying, as a reimbursement and subject to timely collection receipt of the relevant reimbursements Parent Shareholder Approval, will be exercisable, in part or in whole, for a period of seven (7) years after the Closing Date; (C) Parent shall use commercially reasonable efforts to register the re-sale by each Warrant holder of the Warrant Shares under the Energy Service Agreements, all real and personal property taxes, assessments, special district levies and any governmental or quasi-governmental charges Securities Act of like kind, or in lieu of any such taxes and or liens (collectively1933, as more particularly defined amended, and use commercially reasonable efforts to cause such registration to be effective with the SEC within 120 days of the Closing (the “Warrant Shares Registration”) and to maintain such Warrant Shares Registration until such time as the Warrant Shares are permitted to be sold by each Warrant holder without volume or manner-of-sale restrictions under Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended; provided that (i) in the Leaseevent the Parent is contemplating in good faith an underwritten public offering of Parent Common Stock, "Property Taxes"), for the Parent may suspend the Warrant Shares Registration during the period from and after the Commencement Date under the Lease. Seller shall be responsible for any Property Taxes with respect to the period prior to the Commencement Date under the Lease. If the Closing shall occur before the real property tax rate or assessment for the current tax year has been finally determined, then after such tax rate or assessment is finally fixed, Seller and Buyer shall recalculate the apportionment of the Property Taxes pursuant to the Lease, and Seller or Buyer, as the case may be, shall promptly make an appropriate payment to the other based upon such recalculation. After the Closing, until the Premises is separately assessed from the remainder of Seller's property, Buyer shall pay to Seller within ten commencing thirty (10) days after invoice therefor (but not more than twenty (2030) days prior to the date such Property Taxes are due) its proportionate share of Property Taxes assessed against the Premises and SellerParent's remaining property, based on the area good faith estimate of the land on filing date of its registration statement in connection with such underwritten public offering and ending thirty (30) days after the effective date of the registration statement relating to such underwritten public offering; and (ii) Seller acknowledges and agrees that prior to the Warrant Shares Registration and during any period in which the Premises are locatedWarrant Shares Registration is suspended pursuant to clause (i), above, or in which the Warrant Shares Registration may cease to be effective in accordance with applicable law, the assessed value Warrant Shares shall be “restricted securities” as defined under the Securities Act of the buildings and improvements located on the land1933, the area of the Seller's remaining property as amended, and the assessed value Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (D), below; (D) in connection with any Warrant Shares Registration, each Warrant holder shall, as a condition precedent to receiving the building and other improvements thereon. The obligations benefits of this Section 3(d) shall survive the Closing until any Warrant Shares Registration, (i) Property Taxes truthfully, accurately and completely provide to the Parent any and all information concerning the applicable Warrant holder and/or its affiliates or controlling persons as the Parent may reasonably request in connection with the Warrant Shares Registration; and (ii) agree to indemnify, defend and hold harmless the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives (“Representatives”) from and against any and all against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Parent by such Warrant holder and stated to be specifically for use therein; and each such Warrant holder will reimburse the Premises Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; (E) Seller acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each of the current fiscal year are finally determinedWarrant Shares, have been issued in a private placement transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be deemed to be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws; Seller further acknowledges and agrees that each Warrant and each of the Warrant Shares may only be offered, sold or otherwise transferred pursuant to an effective registration statement or an applicable exemption thereto; Seller further acknowledges and agrees that Parent may require each Warrant holder to make customary investor representations, warranties and certifications to Parent as a condition to the issuance to each such Warrant; and Seller further acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each certificate evidencing Warrant Shares, may include the following legend (in addition to any other legends that Parent may determine to be required under applicable Laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER OF SUCH SECURITIES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO IT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED; (F) (i) the Warrants and Warrant Exercise Price shall be proportionately adjusted as appropriate in the event of any stock split, stock dividend (where it is in the form of Parent Common Stock) or similar event with all appropriate adjustments having been made by respect to the PartiesParent Common Stock, and (ii) in the Premises case of any other dividend or similar event issued to the holders of Parent Common Stock, the Warrant Exercise Price shall concurrently be reduced by an amount equal to the per share value (as determined by the Board of Directors of Parent in its reasonable discretion, unless such dividend is cash (which would be at its actual value) or freely transferrable securities on a separate tax parcel, with recognized securities exchange (which would be valued at the average closing price of such securities over the ten trading days immediately prior to such dividend)) of any Property Taxes for economic benefit conveyed by such dividend or similar event to the Premises after the Closing and before the date the Premises became a separate Tax parcel having been paid by Buyer to Seller.holders of Parent Common Stock; (eG) All payments Seller acknowledges and agrees that the Warrants shall provide that no Warrant may be sold, assigned, hypothecated or otherwise transferred prior to the exercise of such Warrant by a Warrant holder other than to an Affiliate of such Warrant holder; and (H) Notwithstanding anything to the contrary set forth above, Seller agrees that no Warrant may be exercised, and no Warrant may be exchanged for Parent Common Stock under this Agreement shall be made by check or wire transfer of immediately payable federal fundssubsection (A) above, unless and until Parent Shareholder Approval has been obtained.