Common use of Purchase Price and Adjustments Clause in Contracts

Purchase Price and Adjustments. Subject to the terms and conditions of Section 3.3, the initial purchase price of the Acquired Interests shall consist of an amount of fifteen million dollars ($15,000,000) (the “Initial Purchase Price”), of which: (i) nine million thirteen thousand nine hundred eighteen dollars ($9,013,918) shall be payable on the Closing Date by GHBV to the Seller by wire transfer of immediately available funds from the Notarial Third Party Account (such amount being herein referred to as the “C2C Sale Share Closing Payment”); (ii) three million fifty thousand three hundred ninety eight dollars ($3,050,398) shall be payable on the Closing Date by GBVI to Evocomm by wire transfer of immediately available funds from the Notarial Third Party Account (such amount being herein referred to as the “Evocomm Assets Closing Payment”); (iii) three hundred one thousand six hundred eighty eight dollars ($301,688) shall be payable on the Closing Date by GHBV to Evocomm by wire transfer of immediately available funds from the Notarial Third Party Account (such amount being herein referred to as the “Evosat Sale Share Closing Payment”, and the Evosat Sale Share Closing Payment, together with the Evocomm Assets Closing Payment and the C2C Sale Share Closing Payment being collectively referred to as the “Closing Payment”); (iv) three hundred eighty three thousand nine hundred ninety nine dollars ($383,996) shall be payable on the Closing by the Seller to C2C by wire transfer of immediately available funds from the Notarial Third Party Account in respect of outstanding debt owed by the Seller to C2C; and (v) two million two hundred fifty thousand ($2,250,000) dollars (the “Representations and Warranties Escrow Amount”) shall be deposited in an escrow account (the “Representations and Warranties Escrow Account”) with Xxxxx Stagnetto Xxxxx (Barristers and Solicitors), as escrow agent (the “Representations and Warranties Escrow Agent”) pursuant to the escrow agreement, dated the Closing Date, attached as Exhibit C hereto (the “Representations and Warranties Escrow Agreement”) to secure the indemnification obligations of the Seller to the Buyer Parties for any breach of representations, warranties and covenants under this Agreement and the transactions contemplated hereunder.

Purchase Price and Adjustments. Subject to the terms and conditions of Section 3.3hereof, the initial purchase price of the Acquired Interests Assets shall consist of an amount of fifteen eighteen million four hundred thousand dollars ($15,000,00018,400,000) (the “Initial "Purchase Price”"), of which: which (i) nine sixteen million thirteen five hundred thousand nine hundred eighteen dollars ($9,013,91816,500,000) shall be payable on the Closing Date by GHBV the Buyer to the Seller Parties by certified check or wire transfer of in immediately available funds from to such account of the Notarial Third Party Account (such amount being herein referred to Seller Parties as the “C2C Sale Share Closing Payment”); Seller Parties may specify by written notice to the Buyer at least three (3) days prior to the Closing, (ii) three one million fifty four hundred thousand three hundred ninety eight dollars ($3,050,3981,400,000) shall be payable on the Closing Date by GBVI to Evocomm by wire transfer of immediately available funds from the Notarial Third Party Account (such amount being herein referred to as the “Evocomm Assets Closing Payment”); (iii) three hundred one thousand six hundred eighty eight dollars ($301,688) shall be payable on the Closing Date by GHBV to Evocomm by wire transfer of immediately available funds from the Notarial Third Party Account (such amount being herein referred to as the “Evosat Sale Share Closing Payment”, and the Evosat Sale Share Closing Payment, together with the Evocomm Assets Closing Payment and the C2C Sale Share Closing Payment being collectively referred to as the “Closing Payment”); (iv) three hundred eighty three thousand nine hundred ninety nine dollars ($383,996) shall be payable on the Closing by the Seller to C2C by wire transfer of immediately available funds from the Notarial Third Party Account in respect of outstanding debt owed by the Seller to C2C; and (v) two million two hundred fifty thousand ($2,250,000) dollars (the “"Representations and Warranties Escrow Amount”") shall be deposited in an escrow account (the “Representations and Warranties "Indemnity Escrow Account”") with Xxxxx Stagnetto Xxxxx (Barristers and Solicitors), as the escrow agent (the “Representations and Warranties "Escrow Agent”") pursuant to the escrow agreement, dated the Closing Date, attached annexed hereto as Exhibit C hereto F (the “Representations and Warranties "Escrow Agreement”") to secure the indemnification obligations of the Seller Parties to the Buyer Parties for any breach of representations, warranties and covenants under this and (iii) five hundred thousand dollars ($500,000) of the Purchase Price (the "Financial Adjustment Escrow Amount", and together with the Representations Escrow Amount, the "Escrow Amount") shall be deposited in an escrow account (the "Adjustment Account") with the Escrow Agent pursuant to the Escrow Agreement and to secure any payment by the transactions contemplated hereunderSeller to the Buyer resulting from any required financial adjustments pursuant to Section 3.2. The Purchase Price shall be subject to adjustment in accordance with Section 3.2. The final Purchase Price after adjustment as provided in Section 3.2 shall be the "Adjusted Net Purchase Price".

Purchase Price and Adjustments. Subject In consideration of the transfer of the Business and Assets of PLATO to Inclusion hereunder, and subject to the terms and conditions herein, (a) Inclusion shall assume the Assumed Liabilities (b) PLATO shall receive at Closing, 4,735,714 shares of Section 3.3newly issued common stock in a publicly traded company ("PubCo Shares") to be acquired by Inclusion ("PubCo") whose shares are traded on the Over-the-Counter Bulletin Board ("OTCBB") subject to adjustment as set forth below (the "Purchase Price"); provided however, the initial purchase price that 500,000 of these PubCo shares shall be placed in escrow with a third party, pursuant to a Retention Agreement, for a period of six months. Inclusion, may at its discretion, issue up to 40% of the Acquired Interests shall consist PubCo Shares in the form of an amount a fully paid up warrant convertible at any time into PubCo Shares within 12 months of fifteen million dollars ($15,000,000) (the “Initial Purchase Price”), of which:Closing. (ic) nine million thirteen thousand nine hundred eighteen dollars ($9,013,918) shall be payable on In the event that any accounts receivable of PLATO existing as of the Closing Date is not fully collected within 180 days thereafter, the Purchase Price for PLATO shall be deemed to be reduced by GHBV to the Seller by wire transfer total amount of immediately available funds from the Notarial Third Party Account (all such amount being herein referred to as the “C2C Sale Share Closing Payment”);uncollected accounts receivable (iid) three million fifty thousand three hundred ninety eight dollars ($3,050,398) shall be payable on In the Closing Date by GBVI to Evocomm by wire transfer of immediately available funds from the Notarial Third Party Account (such amount being herein referred to as the “Evocomm Assets Closing Payment”); (iii) three hundred one thousand six hundred eighty eight dollars ($301,688) shall be payable on the Closing Date by GHBV to Evocomm by wire transfer of immediately available funds from the Notarial Third Party Account (such amount being herein referred to as the “Evosat Sale Share Closing Payment”, and the Evosat Sale Share Closing Payment, together with the Evocomm Assets Closing Payment and the C2C Sale Share Closing Payment being collectively referred to as the “Closing Payment”); (iv) three hundred eighty three thousand nine hundred ninety nine dollars ($383,996) shall be payable on the Closing by the Seller to C2C by wire transfer of immediately available funds from the Notarial Third Party Account in respect of outstanding debt owed by the Seller to C2C; and (v) two million two hundred fifty thousand ($2,250,000) dollars (the “Representations and Warranties Escrow Amount”) shall be deposited in an escrow account (the “Representations and Warranties Escrow Account”) with Xxxxx Stagnetto Xxxxx (Barristers and Solicitors), as escrow agent (the “Representations and Warranties Escrow Agent”) pursuant to the escrow agreement, dated event that 150 days following the Closing Date, attached the debt of PLATO, as Exhibit C hereto defined below, shall exceed $(none), the “Representations Purchase Price shall be deemed to be reduced by the amount that the debt exceeds $(none). For the purposes of this section, PLATO's debt shall be defined as long term (including the current portion of long-term debt) notes payable, bank debt, capital leases, (excluding real estate leases) and Warranties Escrow Agreement”) to secure the indemnification obligations amount of current accounts payable as of the Seller Closing Date. (e) In the event that any accounts receivable of Inclusion existing as of the Closing Date is not fully collected within 180 days thereafter, the Purchase Price for PLATO shall be deemed to be increased by 1.857 times the Buyer Parties total amount of all such uncollected accounts receivable. (f) In the event that 150 days following the Closing Date, the debt of Inclusion, as defined below, shall exceed $(none), the Purchase Price for any breach PLATO shall be deemed to be increased by 1.857 times the amount that the debt exceeds $(none). For the purposes of representationsthis section, warranties and covenants under this Agreement Inclusion's debt shall be defined as long term (including the current portion of long-term debt) notes payable, bank debt, capital leases, (excluding real estate leases) and the transactions contemplated hereunderamount of current accounts payable as of the Closing Date. (g) In the event that the actual average price of PubCo shares for the month preceding the first anniversary of the Closing Date is less than $2 per share, the Purchase Price shall be increased proportionately to compensate for the amount by which the actual average share price is less than $2. For example, if the actual average share price as defined in this section is $1 i.e. 50% of $2, then the Purchase Price will be doubled from 4,735,714 to 9,471,428 shares.

Purchase Price and Adjustments. Subject 2.2.1 The total purchase price for the Shares (the "Purchase Price") shall be an amount equal to One Million Eight Hundred Thousand Dollars ($1,800,000), subject to adjustment, as provided below. 2.2.2 The Purchase Price shall be paid as follows: 2.2.2.1 Buyer shall wire $800,000 in immediately available United States funds (the "Escrow Funds") to an escrow account of JP Morgan Chase Bank on the date the Purchase Agreement is executed xx xxx xxrxxxx and becomes a binding document on such parties, such Escrow Funds to be held in such account and released to Seller at Closing (the "Closing Date Payment") or otherwise shall be released in accordance with the terms of the Escrow Agreement. Notwithstanding the foregoing, the amount of the Closing Date Payment shall be reduced by an amount (the "Closing Date Payment Adjustment"), if positive, equal to the terms and conditions sum of Section 3.3, the initial purchase price of the Acquired Interests shall consist of an amount of fifteen million dollars ($15,000,000) (the “Initial Purchase Price”), of which: (i) nine million thirteen thousand nine hundred eighteen dollars ($9,013,918) shall be payable on the Closing Date dollar amount all dividends or distributions made by GHBV the Company to the Seller from June 11, 2005 to and including the Closing Date, plus (ii) the dollar amount of all expenses or payables of any party other than Company paid by wire transfer the Company from June 11, 2005 to and including the Closing Date, less (iii) the Company's cash balance as of immediately available funds the end of business on June 10, 2005. 2.2.2.2 Buyer shall pay the remainder of the Purchase Price in two equal payments of $500,000 each, in cash, one such payment on September 1, 2005 (the "September Payment") and one on January 31, 2006 (the "January Payment"). 2.2.3 Buyer shall deliver to Seller at Closing a non-interest bearing, promissory note ("Note"), in the form attached hereto as Exhibit A, evidencing the obligation by Seller to pay to Buyer the September and January Payments. The Note shall be secured by a pledge of the Company's capital stock, to be evidenced by a pledge agreement from Buyer in favor of Seller in the Notarial Third Party Account form attached hereto as Exhibit B (the "Pledge Agreement"). 2.2.4 Not later than thirty (30) days after the Closing Date, Buyer shall calculate the Net Working Capital as of June 11, 2005 and shall provide Seller with a written copy of such calculation. Such calculation shall be definitive and binding upon the parties unless Seller shall give Buyer written notice of its objection to such calculation within thirty days after the receipt thereof (an "Objection Notice"). If Seller delivers an Objection Notice, the parties shall negotiate in good faith to resolve all disputes regarding the Net Working Capital. If the parties can not resolve such a dispute they shall mutually agree upon a nationally or regionally recognized accounting firm to determine the Net Working Capital, whose decision, absent manifest error, shall be binding upon the parties. 2.2.5 To the extent the Net Working Capital as of June 11, 2005 is less than $77,760 (the amount being herein of any such difference referred to as the “C2C Sale Share Closing Payment”"Purchase Price Reduction Amount"); (ii) three million fifty thousand three hundred ninety eight dollars ($3,050,398) , the Purchase Price, shall be payable on reduced, dollar for dollar, by the Closing Date by GBVI to Evocomm by wire transfer Purchase Price Reduction Amount. To the extent the Net Working Capital as of immediately available funds from the Notarial Third Party Account date hereof is greater than $95,040 (the amount of any such amount being herein difference referred to as the “Evocomm Assets Closing Payment”); (iii"Purchase Price Increase Amount") three hundred one thousand six hundred eighty eight dollars ($301,688) the Purchase Price, shall be payable on increased, dollar for dollar, by such amount. The September Payment shall be reduced by amount equal to the Closing Date Purchase Price Reduction Amount, if any, and if the Purchase Price Reduction Amount is greater than $500,000 then the September Payment shall be reduced to $0 and the January Payment shall be reduced by GHBV the difference between the Purchase Price Reduction Amount and $500,000. The amount of the Purchase Price Increase Amount, if any, shall be paid at the time the September Payment is due. 2.2.6 Nothing contained in this Section 2.2 shall be interpreted to Evocomm by wire transfer of immediately available funds from limit the Notarial Third Party Account (indemnification provisions contained in Section 9 hereof except that to the extent the Net Working Capital calculation includes an amount for an item, such amount being herein referred to as and item can not form the “Evosat Sale Share Closing Payment”, and the Evosat Sale Share Closing Payment, together with the Evocomm Assets Closing Payment and the C2C Sale Share Closing Payment being collectively referred to as the “Closing Payment”); (iv) three hundred eighty three thousand nine hundred ninety nine dollars ($383,996) shall be payable on the Closing by the Seller to C2C by wire transfer basis of immediately available funds from the Notarial Third Party Account in respect of outstanding debt owed by the Seller to C2C; and (v) two million two hundred fifty thousand ($2,250,000) dollars (the “Representations and Warranties Escrow Amount”) shall be deposited in an escrow account (the “Representations and Warranties Escrow Account”) with Xxxxx Stagnetto Xxxxx (Barristers and Solicitors), as escrow agent (the “Representations and Warranties Escrow Agent”) pursuant to the escrow agreement, dated the Closing Date, attached as Exhibit C hereto (the “Representations and Warranties Escrow Agreement”) to secure the a claim for indemnification obligations of the Seller to the Buyer Parties for any breach of representations, warranties and covenants under this Agreement and the transactions contemplated hereunderSection 9.