Common use of Purchase Price and Manner of Payment Clause in Contracts

Purchase Price and Manner of Payment. 3.1. If PDI exercises the Option and SSF exercises the Tag-Along Right, PDI shall acquire the SSF Interest for a purchase price (“Purchase Price”) that is an amount equal to the sum of limited partnership distributions SSF would receive under the Partnership Agreement if the Property were sold on the Closing Date for a fair market valuation of the Property (“Property Valuation”) based on the procedures and methodology set forth in Section 3.2 below (the “Transaction”). The Purchase Price shall be calculated (a) assuming no brokerage fees or other closing costs of any kind would be incurred upon the sale of the Property excepting only those categories of customary and reasonable liabilities, expenses and pro-rations associated with the sale of partnership interests, and (b) giving due effect to the application of gross purchase proceeds to payment of all outstanding debt on the Property and of the Partnership (and debt- related expenses including breakage fees and lender’s attorney’s fees), other liabilities of the Partnership and the required distributions called for under the Partnership Agreement. 3.2. On or prior to the date that is sixty (60) days prior to PDI’s anticipated exercise of the Option, PDI shall designate three (3) appraisers from the list of appraisers set forth on Exhibit B attached hereto (each, a “Qualified Appraiser” and collectively, the “Qualified Appraisers”). Each of the Qualified Appraisers shall, at PDI’s cost and expense, (i) examine the records relating to the Property and such other documents and records as may, in their judgment, be necessary, (ii) conduct site inspections of the Property, (iii) review any other documents, perform any other due diligence or conduct any other customary actions deemed necessary to make a determination of the fair market value of the Property and (iv) shall submit to PDI and SSF, within forty-five (45) days of their engagement by PDI, their reasonable estimate of the fair market value of the Property based on the amount for which the Property would be sold free and clear of debt by a willing seller not compelled to sell to a willing buyer not compelled to buy taking into account all relevant factors (each, a “Fair Market Value Submission”). The greater of (i) $1,026,000,000 and (ii) the average of the two (2) highest Fair Market Value Submissions from the three (3) Qualified Appraisers will be deemed the Property Valuation for purpose of the calculation of the Purchase Price. 3.3. In the event the Property Owner enters into any new leases, extensions of existing leases, amendments to existing leases or an expansion of space pursuant to existing leases (collectively, “New Leases”) at the Property within ninety (90) days of the Closing, PDI (or PDI Assignee) shall notify SSF in writing of the existence of any New Leases within ten (10) business days of the execution of a New Lease. If the income from the New Leases is reasonably estimated by SSF to increase the Property Valuation by more than one percent (1%), SSF shall have the right to request, at SSF’s sole cost and expense, the Qualified Appraisers originally designated by PDI in Section 3.2 above to submit updated Fair Market Value Submissions of the Property based on the procedures set forth in Section 2.2 above and factoring in the New Leases. In the event the average of the two (2) highest Fair Market Value Submissions pursuant to this Section 3.3 factoring in the New Leases (the “Updated Property Valuation”) is greater than the Property Valuation used as a basis to calculate the Purchase Price at Closing, an updated purchase price (“Updated Purchase Price”) shall be calculated by PDI based on the procedures and methodology set forth in Section 3.1 above based on the Updated Property Valuation. The difference between the Updated Purchase Price and the Purchase Price paid at Closing will be delivered to SSF by PDI within thirty (30) days of the calculation of the Updated Purchase Price in accordance with the provisions of Section 3.4 below (including PDI’s right to elect to pay cash or common stock of the Public REIT). The provisions of this Section 3.3 shall survive Closing. 3.4. The Purchase Price is payable at the Closing, payable, at the election of PDI, by either (i) bank check and/or by wire transfer of immediately available federal funds (to an account designated by SSF at or prior to Closing) as directed by SSF or (ii) common stock of the Public REIT (to an account designated by SSF at or prior to Closing) as directed by SSF. The common stock of the Public REIT shall be calculated based on the average trading price of the common stock of the Public REIT for the ten (10) day period prior to the Closing, ending on the date that is three (3) business days prior to Closing.

Purchase Price and Manner of Payment. 3.1. If PDI exercises Buyer shall pay to Seller, or its respective designee, as consideration for the Option and SSF exercises Assets, a Purchase Price of Seventeen Million Seven Hundred Fifty Thousand Dollars ($17,750,000), as adjusted, plus interest, as hereinafter provided: a. At Closing, Buyer shall pay to Seller the Tag-Along Right, PDI shall acquire the SSF Interest for a purchase price (“Purchase Price”) that is an amount equal , as adjusted herein. b. Buyer shall pay to the sum of limited partnership distributions SSF would receive under the Partnership Agreement if the Property were sold Seller at Closing interest on the Purchase Price. Such interest shall be calculated at LIBOR (3 month rate) and shall be based upon the period beginning 30 days after the Effective Date and ending at the Closing Date (calculated separately for each individual Property); provided that no interest shall accrue during any period for which Seller’s actions or omissions have caused a fair market valuation delay in Closing. c. All amounts to be paid hereunder to Seller shall be paid by wire transfer of immediately available funds made payable to “Vintage Petroleum California, Inc.” or its designee. d. Seller may request no later than five (5) days prior to Closing, that Buyer bring additional funds to Closing for the Property (“Property Valuation”) based reasonably estimated costs for filing fees, transfer taxes, sales and gross receipt taxes on the procedures tangible personal property, and methodology set forth in Section 3.2 below (such other charges necessary to transfer the “Transaction”)Assets. The Purchase Price shall be calculated allocated among tangibles and intangibles comprising the Assets as follows: Ninety Percent (a90%) assuming no brokerage fees or other closing costs of any kind would be incurred upon the sale of the Property excepting only those categories of customary and reasonable liabilities, expenses and pro-rations associated with the sale of partnership interests, and (b) giving due effect to the application of gross purchase proceeds to payment of all outstanding debt on the Property and of the Partnership (and debt- related expenses including breakage fees and lender’s attorney’s fees), other liabilities of the Partnership and the required distributions called for under the Partnership Agreement. 3.2. On or prior to the date that is sixty (60) days prior to PDI’s anticipated exercise of the Option, PDI shall designate three (3) appraisers from the list of appraisers set forth on Exhibit B attached hereto (each, a “Qualified Appraiser” and collectively, the “Qualified Appraisers”). Each of the Qualified Appraisers shall, at PDI’s cost and expense, (i) examine the records relating to the Property and such other documents and records as may, in their judgment, be necessary, (ii) conduct site inspections of the Property, (iii) review any other documents, perform any other due diligence or conduct any other customary actions deemed necessary to make a determination of the fair market value of the Property and (iv) shall submit to PDI and SSF, within forty-five (45) days of their engagement by PDI, their reasonable estimate of the fair market value of the Property based on the amount for which the Property would be sold free and clear of debt by a willing seller not compelled to sell to a willing buyer not compelled to buy taking into account all relevant factors (each, a “Fair Market Value Submission”). The greater of (i) $1,026,000,000 and (ii) the average of the two (2) highest Fair Market Value Submissions from the three (3) Qualified Appraisers will be deemed the Property Valuation for purpose of the calculation of the Purchase Price. 3.3. In Price shall be attributed to the event the Property Owner enters into any new leases, extensions of existing leases, amendments real property (15% attributable to existing leases or an expansion of space pursuant real property surface and 85% attributable to existing leases real property oil and gas) and Ten Percent (collectively, “New Leases”) at the Property within ninety (90) days of the Closing, PDI (or PDI Assignee10%) shall notify SSF in writing be attributed to the Equipment and other personal property. Buyer and Seller agree to be bound by the allocation of the existence of any New Leases within ten (10) business days of the execution of a New Lease. If the income from the New Leases is reasonably estimated by SSF to increase the Property Valuation by more than one percent (1%), SSF shall have the right to request, at SSF’s sole cost and expense, the Qualified Appraisers originally designated by PDI in Section 3.2 above to submit updated Fair Market Value Submissions of the Property based on the procedures set forth in Section 2.2 above and factoring in the New Leases. In the event the average of the two (2) highest Fair Market Value Submissions pursuant to this Section 3.3 factoring in the New Leases (the “Updated Property Valuation”) is greater than the Property Valuation used as a basis to calculate the Purchase Price at Closingamong tangible and intangible Assets, an updated purchase price (“Updated Purchase Price”) shall be calculated by PDI based on the procedures and methodology set forth in Section 3.1 above based on herein, for all purposes; to consistently report such allocations for all federal, state and local income tax purposes; and to timely file all reports required by the Updated Property Valuation. The difference between the Updated Purchase Price and Internal Revenue Code of 1986, as amended, concerning the Purchase Price allocations. Buyer shall timely reimburse Seller for any and all charges paid at Closing will be delivered by Seller over the estimated amount and Seller shall refund any excess amount to SSF by PDI within thirty (30) days of the calculation of the Updated Purchase Price in accordance with the provisions of Section 3.4 below (including PDI’s right to elect to pay cash or common stock of the Public REIT). The provisions of this Section 3.3 shall survive ClosingBuyer. 3.4. The Purchase Price is payable at the Closing, payable, at the election of PDI, by either (i) bank check and/or by wire transfer of immediately available federal funds (to an account designated by SSF at or prior to Closing) as directed by SSF or (ii) common stock of the Public REIT (to an account designated by SSF at or prior to Closing) as directed by SSF. The common stock of the Public REIT shall be calculated based on the average trading price of the common stock of the Public REIT for the ten (10) day period prior to the Closing, ending on the date that is three (3) business days prior to Closing.

Purchase Price and Manner of Payment. 3.13.1.1. If PDI exercises Ten Million and 00/100 ($10,000,000.00) Dollars of the Option Purchase Price on signing this Agreement, by wire transfer to an account designated by Seller in immediately available federal funds, receipt whereof is hereby acknowledged. 3.1.2. Three Hundred Eleven Million Two Hundred Fifty Thousand and SSF exercises 00/100 ($311,250,000.00) Dollars, plus or minus net adjustments and prorations provided for in Article 6 of this Agreement, at the Tag-Along RightClosing payable by wire transfer (to an account designated by Seller at or prior to Closing) in immediately available federal funds; provided, PDI shall acquire however, that uncertified checks of the SSF Interest for a purchase price (“Purchase Price”) that is an amount equal Purchaser payable to the sum order of limited partnership distributions SSF would receive under Seller or its designees for an aggregate amount up to $100,000 shall (subject to collection) be acceptable for any adjustments payable to Seller at the Partnership Agreement if the Property were sold on the Closing Date for a fair market valuation of the Property (“Property Valuation”) based on the procedures and methodology set forth in Section 3.2 below (the “Transaction”). The Purchase Price shall be calculated (a) assuming no brokerage fees or other closing costs of any kind would be incurred upon the sale of the Property excepting only those categories of customary and reasonable liabilities, expenses and pro-rations associated with the sale of partnership interests, and (b) giving due effect to the application of gross purchase proceeds to payment of all outstanding debt on the Property and of the Partnership (and debt- related expenses including breakage fees and lender’s attorney’s fees), other liabilities of the Partnership and the required distributions called for under the Partnership AgreementClosing. 3.2. On or prior The amount of any past due unpaid taxes, assessments, business improvement district charges, public assembly charges, water charges and sewer rents which Seller is obligated to pay and discharge, with the interest and penalties thereon to a date not earlier than that required by the title company insuring Purchaser's title to the date that is sixty (60) days prior Premises, may at the option of Seller be allowed to PDI’s anticipated exercise Purchaser out of the Option, PDI shall designate three (3) appraisers from the list of appraisers set forth on Exhibit B attached hereto (each, a “Qualified Appraiser” and collectively, the “Qualified Appraisers”). Each of the Qualified Appraisers shall, at PDI’s cost and expense, (i) examine the records relating to the Property and such other documents and records as may, in their judgment, be necessary, (ii) conduct site inspections of the Property, (iii) review any other documents, perform any other due diligence or conduct any other customary actions deemed necessary to make a determination of the fair market value of the Property and (iv) shall submit to PDI and SSF, within forty-five (45) days of their engagement by PDI, their reasonable estimate of the fair market value of the Property based on the amount for which the Property would be sold free and clear of debt by a willing seller not compelled to sell to a willing buyer not compelled to buy taking into account all relevant factors (each, a “Fair Market Value Submission”). The greater of (i) $1,026,000,000 and (ii) the average of the two (2) highest Fair Market Value Submissions from the three (3) Qualified Appraisers will be deemed the Property Valuation for purpose of the calculation balance of the Purchase Price, provided official bills therefor with interest and penalties thereon figured to said date are furnished by Seller at the closing. The existence of any such taxes shall not be deemed objections to title if Seller shall comply with the foregoing requirements. 3.3. In If on the event date of Closing there are any other liens or encumbrances on the Property Owner enters into Premises other than those to which Purchaser's title is to be subject hereunder, Seller may use any new leasesportion of the balance of the Purchase Price to satisfy the same, extensions of existing leases, amendments provided Seller shall simultaneously either (a) deliver to existing leases or an expansion of space pursuant to existing leases (collectively, “New Leases”) Purchaser at the Property Closing of title instruments in recordable form and sufficient to satisfy such liens and encumbrances of record, together with the cost of recording or filing said instruments or, (b) provided that Seller has made arrangements with the title company employed by Purchaser in advance of Closing, deposit with said title company sufficient monies, acceptable to and required by it, to assure the obtaining and the recording of such satisfactions and the issuance of title insurance to Purchaser free of any such liens and encumbrances. Purchaser, if request is made within ninety (90) days a reasonable time prior to the Closing Date, agrees to provide at the Closing separate payments of immediately available federal funds or separate certified checks, as requested by Seller, aggregating the amount of the Closing, PDI (or PDI Assignee) shall notify SSF in writing balance of the Purchase Price, to facilitate the satisfaction of any such liens or encumbrances. The existence of any New Leases within ten such other liens and encumbrances shall not be deemed objections to title if Seller shall comply with the foregoing requirements. 3.4. For purposes hereof, a check (10certified or uncertified) business days of Purchaser shall mean a check drawn by the grantee named in the deed to be delivered upon such Closing drawn upon a bank which is a member of the execution New York Clearing House Association, Inc. or Bank of Boston, N.A. payable directly to the order of Seller or the designee of Seller. In lieu of any such check, Purchaser may at its option deliver a New Leasebank check. 3.5. If the income from For purposes of this Agreement a "bank check" shall mean an ---------- official check of Bank of Boston, N.A. or of any bank which is a member of the New Leases is reasonably estimated York Clearing House Association, Inc. drawn directly to the order of Seller or its designee, provided that the name of no third party shall appear upon such official check. 3.6. The sums deposited with the Seller pursuant to Section 3.1.1 shall be invested by SSF to increase the Property Valuation by more than one percent Seller in an account at Bankers Trust Company (1%bearing interest at the day-to-day savings rate), SSF . Whether or not the Closing shall have the right to request, at SSF’s sole cost and expenseoccur hereunder, the Qualified Appraisers originally designated by PDI in Section 3.2 above party, whether Seller or Purchaser, entitled to submit updated Fair Market Value Submissions of receive the Property based on sums deposited with the procedures set forth in Section 2.2 above and factoring in the New Leases. In the event the average of the two (2) highest Fair Market Value Submissions Seller pursuant to this Section 3.3 factoring in 3.1.1 shall also be entitled to receive, and Seller shall deliver to such person, either it or the New Leases (the “Updated Property Valuation”) is greater than the Property Valuation used as a basis to calculate the Purchase Price at ClosingPurchaser, an updated purchase price (“Updated Purchase Price”) shall be calculated by PDI based all interest earned on the procedures and methodology set forth in Section 3.1 above based on the Updated Property Valuation. The difference between the Updated Purchase Price and the Purchase Price paid at Closing will be delivered to SSF by PDI within thirty (30) days of the calculation of the Updated Purchase Price such sums in accordance with the provisions of Section 3.4 below (including PDI’s right to elect to pay cash or common stock of the Public REIT)preceding sentence. The provisions party receiving such sums and interest shall pay any income taxes on such interest. Each party's taxpayer identification number is set forth after the signature of such party at the end of this Section 3.3 Agreement. Any such interest shall survive Closingnot be deemed to be a credit to Purchaser against the Purchase Price. 3.4. The Purchase Price is payable at the Closing, payable, at the election of PDI, by either (i) bank check and/or by wire transfer of immediately available federal funds (to an account designated by SSF at or prior to Closing) as directed by SSF or (ii) common stock of the Public REIT (to an account designated by SSF at or prior to Closing) as directed by SSF. The common stock of the Public REIT shall be calculated based on the average trading price of the common stock of the Public REIT for the ten (10) day period prior to the Closing, ending on the date that is three (3) business days prior to Closing.

Purchase Price and Manner of Payment. 3.12.1. If PDI Purchaser exercises the Option and SSF exercises the Tag-Along RightOption, PDI Purchaser shall acquire (the SSF “Transaction”) the Seller Interest for a purchase price (“Purchase Price”) that is an amount equal to the sum of limited partnership distributions SSF Seller would receive under the Partnership Agreement if the Property were sold on the Closing Date for a fair market valuation of the Property (“Property Valuation”) based on the procedures and methodology set forth in Section 3.2 below (the “Transaction”)2.2 below. The Purchase Price shall be calculated (a) assuming no brokerage fees or other closing costs of any kind would be incurred upon the sale of the Property excepting only those categories of customary and reasonable liabilities, expenses and pro-rations associated with the sale of partnership interests, and (b) giving due effect to the application of gross purchase proceeds to payment of all outstanding debt on the Property and of the Partnership (and debt- related expenses including breakage fees and lender’s attorney’s fees), other liabilities of the Partnership and the required distributions called for under the Partnership Agreement. 3.22.2. On or prior to the date that is sixty (60) days prior to PDIPurchaser’s anticipated exercise delivery of the OptionOption Notice, PDI Purchaser shall designate three (3) appraisers from the list of appraisers set forth on Exhibit B A attached hereto (each, a “Qualified Appraiser” and collectively, the “Qualified Appraisers”). Each of the Qualified Appraisers shall, at PDIPurchaser’s cost and expense, (i) examine the records relating to the Property and such other documents and records as may, in their judgment, be necessary, (ii) conduct site inspections of the Property, (iii) review any other documents, perform any other due diligence or conduct any other customary actions deemed necessary to make a determination of the fair market value of the Property and (iv) shall submit to PDI and SSFPurchaser, within forty-five sixty (4560) days of their engagement by PDIPurchaser, their reasonable estimate of the fair market value of the Property based on the amount for which the Property would be sold free and clear of debt by a willing seller not compelled to sell to a willing buyer not compelled to buy taking into account all relevant factors (each, a “Fair Market Value Submission”). The greater of (i) $1,026,000,000 and (ii) the average of the two (2) highest Fair Market Value Submissions from the three (3) Qualified Appraisers will be deemed the Property Valuation for purpose of the calculation of the Purchase Price. 3.32.3. In the event the Property Owner enters into any new leases, extensions of existing leases, amendments to existing leases or an expansion of space pursuant to existing leases (collectively, “New Leases”) at the Property within ninety (90) days of the Closing, PDI Purchaser (or PDI Purchaser Assignee) shall notify SSF Seller in writing of the existence of any New Leases within ten (10) business days of the execution of a New Lease. If the income from the New Leases is reasonably estimated by SSF Seller or Purchaser to increase the Property Valuation by more than one percent (1%), SSF either party shall have the right to request, at SSFthe requesting party’s sole cost and expense, the Qualified Appraisers originally designated by PDI Purchaser in Section 3.2 2.2 above to submit updated Fair Market Value Submissions of the Property based on the procedures set forth in Section 2.2 above and factoring in the New Leases. In the event the average of the two (2) highest Fair Market Value Submissions pursuant to this Section 3.3 2.3 factoring in the New Leases (the “Updated Property Valuation”) is greater than the Property Valuation used as a basis to calculate the Purchase Price at Closing, an updated purchase price (“Updated Purchase Price”) shall be calculated by PDI Purchaser based on the procedures and methodology set forth in Section 3.1 2.1 above based on the Updated Property Valuation. The difference between the Updated Purchase Price and the Purchase Price paid at Closing will be delivered to SSF Seller by PDI Purchaser within thirty (30) days of the calculation of the Updated Purchase Price in accordance with the provisions of Section 3.4 2.4.2 below (including PDIPurchaser’s right to elect to pay cash or common stock of the Public REIT). The provisions of this Section 3.3 2.3 shall survive Closing. 3.42.4. The Upon exercise by Purchaser of the Option, the Purchase Price is payable as follows: 2.4.1 Within five (5) business days after Seller’s receipt of the Option Notice, an amount equal to ten percent (10%) of the Purchase Price as xxxxxxx money hereunder (“Deposit”), by bank check payable to the Escrow Agent or by wire transfer of immediately available federal funds to the Escrow Agent, which Deposit shall be held by a nationally recognized title company or law firm designated by Purchaser, as escrow agent (the “Escrow Agent”), pursuant to the terms of this Agreement. For purposes of this Agreement, a “bank check” shall mean an official check of any bank which is a member of the New York Clearing House Association, Inc. drawn directly to the order of Seller or designee of Seller, provided that the name of no third party shall appear upon such official check. 2.4.2 The balance of the Purchase Price (“Balance”) at the Closing, payable, at the election of PDIPurchaser, by either (i) bank check and/or by wire transfer of immediately available federal funds (to an account designated by SSF the Seller at or prior to Closing) as directed by SSF Seller or (ii) common stock of the Public REIT (to an account designated by SSF the Seller at or prior to Closing) as directed by SSFSeller. The common stock of the Public REIT shall be calculated based on the average trading price of the common stock of the Public REIT for the ten (10) day period prior to the Closing, ending on the date that is three (3) business days prior to Closing. At the Closing, if Purchaser elects to pay the Balance in common stock of the Public REIT, Purchaser will also have the right to substitute the payment of the cash Deposit identified in Section 2.4.1 above for common stock of the Public REIT, whereby the substituted common stock of the Public REIT will be payable to Seller and the cash Deposit will be returned to Purchaser by Escrow Agent. 2.5. Not less than one (1) Business Day prior to the Closing Date, Seller shall give Purchaser and Escrow Agent written instructions (“Instruction Letter”) directing delivery of the Balance.