Common use of Purchase Consideration Clause in Contracts

Purchase Consideration. Subject to the terms and conditions of this Agreement, in reliance on the representations and warranties of Seller herein contained, and in consideration of the sale, conveyance, transfer, delivery, execution and assumption of (i) the Business and its Assets, and (ii) the Assumed Obligations, Buyer agrees to pay to the Seller an aggregate purchase price of Three Million and 00/100 ($3,000,000.00) Dollars (the “Purchase Price”), which shall consist of: i. Nine Hundred Thousand and 00/100 ($900,000.00) Dollars in cash to be paid against Company Liabilities; specifically: a. Payment to Heartland Bank and Trust of up to $900,000 for the satisfaction and settlement in full of all loans, notes and other obligations in any form owed by Seller or its officers to Heartland Bank and Trust. Buyer will arrange for the payment of up to $900,000 to be made to Seller for the satisfaction of all loans to Heartland Bank and Trust at the Closing. Heartland Bank and Trust, Seller and Buyer shall, prior to the Closing Date, enter into an escrow agreement (the “Escrow Agreement”) which will require (i) Buyer to fund up to $900,000 of the Purchase Price into an escrow account (the “Escrow Account”) to be used to satisfy Heartland Bank and Trust and cause the release of liens against all collateral of Seller (the “Lien Release”) and the release of all guarantors. ii. Subject to current valuation from appraisal of Seller’s spare parts inventory in an amount greater than $2,800,000, such amount to be mutually agreed to by Buyer and the Seller Members, Buyer will issue to Seller or its designees its restricted common stock in the amount of 2,100,000 shares, as of the Closing Date. For purposes herein, each share of Buyer’s common stock shall be valued at $1.00 per share, the price at which Buyer has first offered its common stock for public sale in its Regulation A qualified offering made pursuant to the Securities Act of 1933, as amended. Buyer will accomplish a complete updated appraisal of Seller’s existing spare parts inventory. iii. Should Buyer not meet the conditions to closing per 9.1(h) by the Outside Date, Buyer may propose to modify this Article III, 3.1(a) i, a.b.c. and ii cash and stock ratio, and section 2.1(c) subject to mutual written agreement between Buyer and Seller. Without such agreed modification this agreement shall expire at the end of the Outside Date. iv. Employment contracts for the Seller Members to be mutually agreed to by Buyer, Seller and the Seller Members, such employment agreements to include: a. Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx will be employees of Jet X Aerospace LLC, for a 5-year term; with the Company having an additional option to maintain the employees for an additional 3-year term (total of 8 years) subject to financial results and individual performance and with the Company board of directors approval. b. Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx will each be paid $120,000.00 annually, paid on a biweekly schedule, subject to, the Company achieving a net annual profit of $1,000,000. c. Health Insurance for Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx that mirrors the coverage that Seller provides for the Seller Members as of the date of Closing.

Purchase Consideration. (a) Subject to the terms and conditions of this Agreement, in reliance on the representations and warranties of Seller herein contained, Agreement and in consideration particular, subject to Sections 2.2(c) and 2.12, the Purchase Consideration for all of the sale, conveyance, transfer, delivery, execution and assumption of Purchased Shares shall be comprised of: (i) a number of Village Farms Shares (the Business and its Assets, and “Share Tranche 1 Consideration”) corresponding to an aggregate issuance price of $22,100,000 divided by a price per Village Farms Share equal to the higher of (iiA) US$12.00 or (B) the Assumed Obligations, Buyer agrees ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to pay Bloomberg as of the last trading day prior to the Seller Closing Date (the “Share Tranche 1 Issuance Price”), a portion of which equal to a number of Village Farms Shares corresponding to an aggregate purchase price of Three $2.5 Million and 00/100 ($3,000,000.00) Dollars divided by the Share Tranche 1 Issuance Price shall be held in escrow (the “Purchase Escrowed Shares”), plus (ii) a number of Village Farms Shares (the “Share Tranche 2 Consideration” and together with the Share Tranche 1 Consideration, the “Share Consideration”) corresponding to (A) an aggregate issuance price of $10,000,000, divided by (B) a price per Village Farms Share equal to the ten (10)-day VWAP of Village Farms Shares traded on the NASDAQ or another exchange according to Bloomberg as of the last trading day prior to the Closing Date (the “Share Tranche 2 Issuance Price”), plus (iii) cash in an amount equal to $19,900,000, minus (i) the Debt Cash Repayment, minus (ii) the Closing Transaction Expenses, minus (iii) $2.5 million, which amount shall consist of:be held in escrow in accordance with the Escrow Agreement (the “Escrowed Cash”), (collectively, the “Closing Cash Payment”). i. Nine Hundred Thousand and 00/100 ($900,000.00b) Dollars Notwithstanding anything else in this Agreement, the Purchaser shall have the sole unfettered discretion to replace at any time any portion of the Share Consideration with an equivalent cash amount payable as at the same date as such Share Consideration is required to be paid against Company Liabilities; specifically:pursuant to this Agreement. a. Payment (c) Notwithstanding anything else in this Agreement, only whole Village Farms Shares (including for greater clarity the Escrowed Shares) shall be issued pursuant to Heartland Bank this Agreement and Trust the number of up Village Farms Shares to $900,000 for the satisfaction and settlement in full of all loans, notes and other obligations in be issued at any form owed by time to a Seller or its officers to Heartland Bank and Trust. Buyer will arrange for the payment of up to $900,000 to be made to Seller for the satisfaction of all loans to Heartland Bank and Trust at the Closing. Heartland Bank and Trust, Seller and Buyer shall, prior to the Closing Date, enter into an escrow agreement (the “Escrow Agreement”) which will require (i) Buyer to fund up to $900,000 of the Purchase Price into an escrow account (the “Escrow Account”) to be used to satisfy Heartland Bank and Trust and cause the release of liens against all collateral of Seller (the “Lien Release”) and the release of all guarantors. ii. Subject to current valuation from appraisal of Seller’s spare parts inventory in an amount greater than $2,800,000, such amount to be mutually agreed to by Buyer and the Seller Members, Buyer will issue to Seller or its designees its restricted common stock in the amount of 2,100,000 shares, as of the Closing Date. For purposes herein, each share of Buyer’s common stock Agent hereunder shall be valued at $1.00 per share, the price at which Buyer has first offered its common stock for public sale in its Regulation A qualified offering made pursuant rounded up or down to the Securities Act of 1933nearest whole number, as amended. Buyer will accomplish a complete updated appraisal of Seller’s existing spare parts inventoryif applicable. iii. Should Buyer not meet the conditions to closing per 9.1(h) by the Outside Date, Buyer may propose to modify this Article III, 3.1(a) i, a.b.c. and ii cash and stock ratio, and section 2.1(c) subject to mutual written agreement between Buyer and Seller. Without such agreed modification this agreement shall expire at the end of the Outside Date. iv. Employment contracts for the Seller Members to be mutually agreed to by Buyer, Seller and the Seller Members, such employment agreements to include: a. Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx will be employees of Jet X Aerospace LLC, for a 5-year term; with the Company having an additional option to maintain the employees for an additional 3-year term (total of 8 years) subject to financial results and individual performance and with the Company board of directors approval. b. Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx will each be paid $120,000.00 annually, paid on a biweekly schedule, subject to, the Company achieving a net annual profit of $1,000,000. c. Health Insurance for Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx that mirrors the coverage that Seller provides for the Seller Members as of the date of Closing.

Purchase Consideration. In consideration for the purchase by the Buyer from the Seller and sale by the Seller to the Buyer of the Seller Interest, the Buyer and Seller agree as follows: (a) Buyer will issue 1,000,000 shares of common stock of the Buyer to the Seller (the “Consideration Shares”); (b) Buyer will pay the $1,000,000 installment payment to the Edsels due June 1, 2011, under the Promissory Note, and payable on the Closing Date, but no later than June 10, 2011, under the terms of the Novation and Assignment; (c) Buyer will assume all of the Seller’s obligations and liabilities under the Promissory Note and execute and deliver the Novation and Assignment; (d) Buyer will assume all of the Seller’s obligations and liabilities under the Pledge Agreement and the execution and delivery of the Amended and Restated Pledge Agreement; Membership Interest Purchase Agreement (e) Subject to the terms of the Amended and conditions Restated Pledge Agreement, Buyer will undertake to cause the Company to assign and transfer a 10% undivided interest in the Company Oil and Gas Properties (the “Seller Retained Interest”) to the Seller in exchange for the Retained Profits Interests upon full and complete payment and satisfaction of the obligations due under the Promissory Note and Amended and Restated Pledge Agreement; provided, however, that the Buyer shall retain a Buyer First Right to re-acquire the Retained Profits Interests and the Seller Retained Interest in accordance with Section 5.8; and (f) Buyer will undertake to cause the Company to make the distribution to the Seller of cash held in the bank accounts of the Company as of the Closing Date and remitted to the Company through and including June 30, 2011 in the manner consistent with the past practices of the Company (the “June Distribution”). The June Distribution will be made within five (5) business days of June 30, 2011. Except as otherwise contemplated by this Agreement, in reliance the Company will have no cash or cash equivalents and no current liabilities on the representations and warranties of Seller herein contained, and in consideration of the sale, conveyance, transfer, delivery, execution and assumption of Closing Date. (ig) the Business and its Assets, and (ii) the Assumed Obligations, The Buyer agrees to pay Pimuro Capital Partners, LLC (“Pimuro”), a consultant to the Seller an aggregate purchase price of Three Million who advised the Seller with regard to the Transaction and 00/100 ($3,000,000.00) Dollars this Agreement, the fees, commissions, or expenses relating to such consulting arrangement between the Seller and Pimuro in the amount and payable in accordance to the Pimuro Payment Agreement attached here as Exhibit J (the “Purchase PricePimuro Fees”). The payments under Sections 2.2(a), which shall consist of: i. Nine Hundred Thousand (b), (c), (d), (e) and 00/100 ($900,000.00f) Dollars together with the convenants, representations, warranties and undertakings contemplated in cash this Agreement are collected referred to be paid against Company Liabilities; specifically: a. Payment to Heartland Bank and Trust of up to $900,000 for the satisfaction and settlement in full of all loans, notes and other obligations in any form owed by Seller or its officers to Heartland Bank and Trust. Buyer will arrange for the payment of up to $900,000 to be made to Seller for the satisfaction of all loans to Heartland Bank and Trust at the Closing. Heartland Bank and Trust, Seller and Buyer shall, prior to the Closing Date, enter into an escrow agreement (herein as the “Escrow AgreementPurchase Consideration”) which will require (i) Buyer to fund up to $900,000 of the Purchase Price into an escrow account (the “Escrow Account”) to be used to satisfy Heartland Bank and Trust and cause the release of liens against all collateral of Seller (the “Lien Release”) and the release of all guarantors. ii. Subject to current valuation from appraisal of Seller’s spare parts inventory in an amount greater than $2,800,000, such amount to be mutually agreed to by Buyer and the Seller Members, Buyer will issue to Seller or its designees its restricted common stock in the amount of 2,100,000 shares, as of the Closing Date. For purposes herein, each share of Buyer’s common stock shall be valued at $1.00 per share, the price at which Buyer has first offered its common stock for public sale in its Regulation A qualified offering made pursuant to the Securities Act of 1933, as amended. Buyer will accomplish a complete updated appraisal of Seller’s existing spare parts inventory. iii. Should Buyer not meet the conditions to closing per 9.1(h) by the Outside Date, Buyer may propose to modify this Article III, 3.1(a) i, a.b.c. and ii cash and stock ratio, and section 2.1(c) subject to mutual written agreement between Buyer and Seller. Without such agreed modification this agreement shall expire at the end of the Outside Date. iv. Employment contracts for the Seller Members to be mutually agreed to by Buyer, Seller and the Seller Members, such employment agreements to include: a. Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx will be employees of Jet X Aerospace LLC, for a 5-year term; with the Company having an additional option to maintain the employees for an additional 3-year term (total of 8 years) subject to financial results and individual performance and with the Company board of directors approval. b. Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx will each be paid $120,000.00 annually, paid on a biweekly schedule, subject to, the Company achieving a net annual profit of $1,000,000. c. Health Insurance for Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx that mirrors the coverage that Seller provides for the Seller Members as of the date of Closing.

Purchase Consideration. Subject to The aggregate consideration for the terms and conditions Acquired Assets (the “Purchase Consideration”) is: (a) an amount of this Agreement, in reliance on cash (the representations and warranties of Seller herein contained, and in consideration of the sale, conveyance, transfer, delivery, execution and assumption of “Cash Consideration”) equal to: (i) thirty two million five hundred thousand and 00/100 U.S. Dollars ($32,500,000) (the Business and its Assets“Initial Cash Consideration”), and minus (ii) the amount, if any, by which (A) each Seller’s current assets (excluding current or deferred Tax assets) as historically calculated in accordance with the Sellers’ past practices as of 12:01 A.M. Eastern time on the Closing Date that are included in the Acquired Assets, minus each Seller’s current liabilities (excluding Indebtedness, Transaction Expenses and deferred Tax Liabilities) as historically calculated in accordance with the Sellers’ past practices as of 12:01 A.M. Eastern time on the Closing Date that are included in the Assumed ObligationsLiabilities (“Net Working Capital”), Buyer agrees is less than (B) the Net Working Capital Target; plus (iii) the amount, if any, by which the Net Working Capital is more than the Net Working Capital Target. (b) the assumption of the Assumed Liabilities, to be assumed on the Closing Date. (c) Notwithstanding anything in this Agreement to the contrary, the Purchaser and Holdings shall be permitted to round down the number of any Equity Consideration Shares to be issued to the Owner pursuant to this Agreement to the nearest whole number in order to avoid issuing any fractional shares, provided that to the extent that the number of such Equity Consideration Shares is “rounded down”, the Purchaser shall also pay or cause to be paid to the Sellers an amount of cash equal to the product obtained by multiplying (i) such fraction of an Equity Consideration Share that has been rounded down by (ii) the applicable per share issuance price with respect to such Equity Consideration Shares. (d) On the Payment Date, the Purchaser and Holdings may elect to pay some or all of the Cash Consideration through Equity Consideration Shares in lieu of cash, subject to the terms set forth below; provided that at least One Million Three Hundred Thirty Five Thousand U.S. Dollars ($1,335,000) of the Cash Consideration shall be paid in cash. (e) If the Purchaser and Holdings elect to pay ten percent (10%) or less of the Cash Consideration in Equity Consideration Shares, such Equity Consideration Shares will be issued on the Payment Date by dividing the amount of Cash Consideration to be paid through Equity Consideration Shares by the Issuance Per Share Price. If the Purchaser and Holdings elect to pay more than 10% of the Cash Consideration through Equity Consideration Shares in lieu of cash, then: (i) Twenty percent (20%) of the Equity Consideration Shares issued to the Seller Parties (the “Uncollared Equity Consideration Shares”) shall be issued on the Payment Date to the Seller Parties at the Issuance Per Share Price, as calculated by dividing twenty percent (20%) of the Cash Consideration to be paid in Equity Consideration Shares by the Issuance Per Share Price. (ii) Of the remaining eighty percent (80%) of the Equity Consideration Shares to be issued to the Seller Parties (the “Collared Equity Consideration Shares”), thirty percent (30%) of the Collared Equity Consideration Shares shall be issued on the Payment Date at the Issuance Per Share Price to the Seller Parties, as calculated by dividing twenty four percent (24%) of the Cash Consideration to be paid in Equity Consideration Shares by the Issuance Per Share Price (the “Payment Date Collared Share Value”), provided, however, that if, on the first anniversary of the Payment Date, the First Anniversary Issuance Per Share Price is less than the Issuance Per Share Price, then, for each of the Collared Equity Consideration Shares issued pursuant to this Section 1.5(e)(ii) that the Seller Parties have retained as of the first anniversary of the Payment Date (the “Retained Collared Equity Shares”), Holdings shall issue additional Collared Equity Consideration Shares (the “True-Up Equity Consideration Shares”) to the Seller Parties equal to: (1) the Retained Collared Equity Shares multiplied by the Issuance Per Share Price, divided by (2) the First Anniversary Issuance Per Share Price, minus (3) the Retained Collared Equity Shares. (iii) The remainder of the Collared Equity Consideration Shares shall be issued on the first anniversary of the Payment Date (the “First Anniversary Issuance Date”) as follows: (1) If the First Anniversary Issuance Per Share Price is less than the Issuance Per Share Price, then an amount of Collared Equity Consideration Shares issued at the Issuance Per Share Price as needed to pay the remainder of the Cash Consideration owed to the Seller Parties. (2) If the First Anniversary Issuance Per Share Price is more than the Issuance Per Share Price but less than the Issuance Per Share Price Collar, then an amount of Collared Equity Consideration Shares that would have been issued at the Issuance Per Share Price as needed to pay the remainder of the Cash Consideration owed to the Seller Parties. (3) If the First Anniversary Issuance Per Share Price is more than the Issuance Per Share Price Collar, then an amount of Collared Equity Consideration Shares issued at the First Anniversary Issuance Per Share Price as needed to pay the remainder of the Cash Consideration owed to the Seller Parties. (4) In the event that the value of the Collared Equity Consideration Shares issued pursuant to Section 1.5(e)(ii), measured at the First Anniversary Issuance Per Share Price, exceeds 90% of the amount of the Purchase Consideration paid in Equity Consideration Shares, the Purchaser shall not issue any additional Collared Equity Consideration Shares to the Seller Parties, and the Seller Parties shall repay, in either cash or Collared Equity Consideration Shares, the amount by which the value of the Collared Equity Consideration Shares issued pursuant to Section 1.5(e)(ii), measured at the First Anniversary Issuance Per Share Price, exceeds 90% of the amount of the Purchase Consideration which was designated on the Payment Date to be paid in Equity Consideration Shares. (iv) The Seller Parties shall keep the Uncollared Equity Consideration Shares in a separate and distinct brokerage account from the Collared Equity Consideration Shares until all of the Equity Consideration Shares have been sold by the Seller Parties. provided, however, that if the Class A Common Stock of Holdings is not listed on the NYSE at the First Anniversary Issuance Date, Holdings shall pay to the Seller Sellers on the First Anniversary Issuance Date an aggregate purchase price of Three Million and 00/100 ($3,000,000.00) Dollars (the “Purchase Price”), which shall consist of: i. Nine Hundred Thousand and 00/100 ($900,000.00) Dollars amount in cash to be paid against Company Liabilities; specifically: a. Payment to Heartland Bank and Trust of up to $900,000 for the satisfaction and settlement in full of all loans, notes and other obligations in any form owed by Seller or its officers to Heartland Bank and Trust. Buyer will arrange for the payment of up to $900,000 to be made to Seller for the satisfaction of all loans to Heartland Bank and Trust at the Closing. Heartland Bank and Trust, Seller and Buyer shall, prior equal to the Closing Date, enter into an escrow agreement (value of the “Escrow Agreement”) which will require (i) Buyer to fund up to $900,000 remainder of the Purchase Price into an escrow account Cash Consideration not paid on the Payment Date plus (ii) (1) if the “Escrow Account”) to be used to satisfy Heartland Bank and Trust and cause stock remains listed on any public stock exchange, the release of liens against all collateral of Seller (the “Lien Release”) and the release of all guarantors. ii. Subject to current valuation from appraisal of Seller’s spare parts inventory in an amount greater than $2,800,000, such amount to be mutually agreed to by Buyer and the Seller Members, Buyer will issue to Seller or its designees its restricted common stock in the amount of 2,100,000 shares, as value of the Closing Date. For purposes hereinTrue-Up Equity Consideration Shares or (2) if the stock is no longer listed on any public stock exchange, each share of Buyer’s common stock shall be valued at $1.00 per share, then the price at which Buyer has first offered its common stock for public sale in its Regulation A qualified offering made pursuant to the Securities Act of 1933, as amended. Buyer will accomplish a complete updated appraisal of Seller’s existing spare parts inventory. iii. Should Buyer not meet the conditions to closing per 9.1(h) by the Outside Date, Buyer may propose to modify this Article III, 3.1(a) i, a.b.c. and ii cash and stock ratio, and section 2.1(c) subject to mutual written agreement between Buyer and Seller. Without such agreed modification this agreement shall expire at the end of the Outside Date. iv. Employment contracts for the Seller Members to be mutually agreed to by Buyer, Seller and the Seller Members, such employment agreements to include: a. Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx will be employees of Jet X Aerospace LLC, for a 5-year term; with the Company having an additional option to maintain the employees for an additional 3-year term (total of 8 years) subject to financial results and individual performance and with the Company board of directors approval. b. Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx will each be paid $120,000.00 annually, paid on a biweekly schedule, subject to, the Company achieving a net annual profit of $1,000,000. c. Health Insurance for Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx that mirrors the coverage that Seller provides for the Seller Members as of the date of Closing.value

Purchase Consideration. Subject At the Closing, the Parent and the Buyer will make or cause to be made the following distributions and payments of the Estimated Closing Purchase Consideration: (a) the Buyer will make the following payments of the cash portion of the Estimated Closing Purchase Consideration by wire transfer of immediately available funds in accordance with such wire instructions as provided by the Seller pursuant to Section 2.03 hereof: (A) an amount equal to the outstanding Indebtedness to the respective holders thereof (to the extent not previously paid off by the Seller or the Target Entities) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (B) an amount equal to the Transaction Expenses to the respective payees thereof (to the extent not previously paid by the Seller) and in no case in an aggregate amount under clause (A), clause (B), clause (D) and clause (E) in excess of the Base Purchase Consideration; (C) an aggregate amount equal to the Base Purchase Consideration in the amount set forth opposite the Seller’s name less any amounts paid under clause (A), clause (B), clause (D) and clause (E) below; (D) an amount equal to the Management Incentive Payments to the recipients thereof as set forth on Schedule IV; and (E) an amount equal to the Escrow Amount to the Escrow Agent. (b) the Parent will issue and deliver to the Seller or to other Persons designated in writing by the Seller (collectively, the “Warrant Recipients”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”) to purchase, subject to receipt of the Parent Shareholder Approval, (i) up to the number of shares of Parent Common Stock set forth opposite each Warrant Recipient’s name on Schedule 2.02(b) attached hereto for a total of 5,750,000 shares (which number of shares of Parent Common Stock may be reduced in the aggregate by the Warrant portion of the Escrow Amount pursuant to the terms and conditions of this Agreement, in reliance on the representations and warranties of Seller herein contained, and in consideration of the sale, conveyance, transfer, delivery, execution and assumption of (isuch Warrant) the Business and its Assets, and (ii) the Assumed Obligations, Buyer agrees to pay to the Seller an aggregate purchase price of Three Million and 00/100 ($3,000,000.00) Dollars (the “Purchase Price”), which shall consist of: i. Nine Hundred Thousand and 00/100 ($900,000.00) Dollars in cash to be paid against Company Liabilities; specifically: a. Payment to Heartland Bank and Trust of up to $900,000 for 500,000 shares of Parent Common Stock to management of the satisfaction Target Entities, subject to customary vesting provisions relating to their continued service with the Target Entities, as mutually agreed to by the Parent and settlement the Seller, each in full of all loans, notes and other obligations in any form owed by Seller or its officers to Heartland Bank and Trust. Buyer will arrange for the payment of up to $900,000 to be made to Seller for the satisfaction of all loans to Heartland Bank and Trust at the Closing. Heartland Bank and Trust, Seller and Buyer shallsole discretion, prior to the Closing (each, a “Warrant Share”), with each Warrant Recipient to pay as 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 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 fifteen (15) individual trading days (which may be non-consecutive) in any consecutive thirty (30) trading day period, with no further action by the holder thereof, at 11:59 pm Pacific Time on the Warrant Expiration Date, enter into an escrow agreement (in exchange for the “Escrow Agreement”) which will require (i) Buyer to fund up to $900,000 of Warrant the Purchase Price into an escrow account (the “Escrow Account”) to be used to satisfy Heartland Bank and Trust and cause the release of liens against all collateral of Seller (the “Lien Release”) and the release of all guarantors. ii. Subject to current valuation from appraisal of Seller’s spare parts inventory in an amount greater than $2,800,000, such amount to be mutually agreed to by Buyer and the Seller Members, Buyer Company will issue to Seller or its designees its restricted common stock in the amount of 2,100,000 shares, as 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 (y) fifty percent (50%) of the 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 include a customary cashless exercise mechanism, and subject to receipt of the 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. For purposes herein, "); (C) Parent shall use commercially reasonable efforts to register the re-sale by each share Warrant holder of Buyer’s common stock shall be valued at $1.00 per share, the price at which Buyer has first offered its common stock for public sale in its Regulation A qualified offering made pursuant to Warrant Shares under the Securities Act of 1933, as amended. Buyer will accomplish a complete updated appraisal , and use commercially reasonable efforts to cause such registration to be effective with the SEC within 120 days of Seller’s existing spare parts inventory. iii. Should Buyer not meet the conditions Closing (the “Warrant Shares Registration”) and to closing per 9.1(h) 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 Outside DateSEC under the Securities Act of 1933, Buyer as amended; provided that (i) in the event the Parent is contemplating in good faith an underwritten public offering of Parent Common Stock, the Parent may propose suspend the Warrant Shares Registration during the period commencing thirty (30) days prior to modify this Article IIIthe Parent’s good faith estimate of the 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 Warrant Shares Registration is suspended pursuant to clause (i), 3.1(a) iabove, a.b.c. and ii cash and stock ratioor 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 section 2.1(cthe Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (D), below; (D) subject in connection with any Warrant Shares Registration, each Warrant holder shall, as a condition precedent to mutual 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 agreement between Buyer information furnished to the Parent by such Warrant holder and Seller. Without stated to be specifically for use therein; and each such agreed modification this agreement shall expire at Warrant holder will reimburse the end 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 Outside Date. iv. Employment contracts for Warrant Shares, have been issued in a private placement transaction exempt from the Seller Members registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be deemed to be mutually agreed “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 Buyera 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 the Seller Membersno Warrant may be exchanged for Parent Common Stock under subsection (A) above, such employment agreements to include: a. Dxxxx Xxxxxx, Jxxxxx Xxxxxx unless and Dxxxxxx Xxxxx will be employees of Jet X Aerospace LLC, for a 5-year term; with the Company having an additional option to maintain the employees for an additional 3-year term (total of 8 years) subject to financial results and individual performance and with the Company board of directors approvaluntil Parent Shareholder Approval has been obtained. b. Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx will each be paid $120,000.00 annually, paid on a biweekly schedule, subject to, the Company achieving a net annual profit of $1,000,000. c. Health Insurance for Dxxxx Xxxxxx, Jxxxxx Xxxxxx and Dxxxxxx Xxxxx that mirrors the coverage that Seller provides for the Seller Members as of the date of Closing.