Common use of Purchase Price Closing Clause in Contracts

Purchase Price Closing. (a) The purchase price for the Purchased Assets (the "Purchase Price") shall be as follows: (i) At the Closing, Buyer shall pay to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds in accordance with Article X to make payments due under Article X, or to the extent of the remaining Escrowed Cash to make an additional payment to Seller following the 16-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. (iii) Buyer shall reserve the amount (in cash, restricted stock or otherwise) of $789,509 for the employees and consultants of Seller continuing in the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreements. (b) The closing (the "Closing") of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of Choate, Hall & Stewart LLP, Exchange Place, 53 State Xxxxxx ix Xxston, Xxxxachusetts, as soon as possible, but in no event later than three (3) business days after satisfaction of the conditions set forth in Article IX, or at such other time or place as Buyer and Seller may agree. At the Closing, (i) Buyer shall pay to Seller the Initial Cash Payment to an account maintained by Seller, such account to be designated by Seller by written notice to Buyer not later than two (2) business days prior to the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iii) Each of Seller and Buyer shall execute and deliver each of the Ancillary Agreements to be entered into by it at the Closing, in each case substantially in the form attached as an Exhibit to this Agreement. (iv) Without prejudice to Buyer's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon to the Closing Date. (v) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.

Purchase Price Closing. (a) 3.1. The purchase price for to be paid upon any exercise of the Purchased Assets Put Option (the "Purchase Price") shall be as follows: (i) At the Closing, Buyer shall pay to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees and on-line customers to Seller from January 1, 2005 equal to the Closing DatePrice of CCI common stock on the date on which the Holder's notice of exercise is delivered under Section 2 (or if such date is not a trading day, then the Closing Price on the next trading day), in cash (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash")3.2. Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds in accordance with Article X to make payments due under Article X, or to the extent of the remaining Escrowed Cash to make an additional payment to Seller following the 16-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. (iii) Buyer shall reserve the amount (in cash, restricted stock or otherwise) of $789,509 for the employees and consultants of Seller continuing in the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreements. (b) The At each closing (the "Closing") of the purchase and sale of the Purchased Assets CCI Stock hereunder (the "Closing"), (a) Allex xx his designee shall pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the assumption Purchase Price in immediately available funds by wire transfer or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Allex xx his designee one or more certificates evidencing the CCI Stock to be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Allex xx effectuate the transfer of such CCI Stock to Allex xx his designee, together with a certificate of the Assumed Liabilities hereunder Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 5. 3.3. Each Closing shall take place be held at the offices of ChoateIrell & Manexxx xx Los Angeles, Hall & Stewart LLPCalifornia, Exchange Placeon (or before if Allex xx determines) the thirtieth day after the Holder delivers the written notice described above (or, 53 State Xxxxxx ix Xxstonif such day is not a business day, Xxxxachusetts, as soon as possible, but in no event later than three (3) on the next business days after satisfaction of the conditions set forth in Article IXday thereafter), or at such other time or and place as Buyer the Holder and Seller may Allex xxx agree. At the Closing, (i) Buyer shall pay The Holder and Allex xxxl -F-50- 50 cooperate so as to Seller the Initial Cash Payment to an account maintained by Seller, such account permit all documents required to be designated by Seller by written notice to Buyer not later than two (2) business days prior to delivered at the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iii) Each of Seller and Buyer shall execute and deliver each of the Ancillary Agreements to be entered into delivered by it mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing, in each case substantially in the form attached as an Exhibit to this Agreement. (iv) Without prejudice to Buyer's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon to the Closing Date. (v) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.

Purchase Price Closing. (a) 3.1 The purchase price for to be paid upon any exercise of the Purchased Assets Put Option (the "Purchase Price") shall be as follows: equal the IPO Price (i) At the Closing, Buyer shall pay to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds calculated in accordance with Article X to make payments due under Article XSection 5, or to the extent if applicable), plus interest thereon at a rate of the remaining Escrowed Cash to make an additional payment to Seller following the 16four and one-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. half percent (iii4.5%) Buyer shall reserve the amount (in cashper year, restricted stock or otherwise) of $789,509 compounded annually, for the employees and consultants period from the date of Seller continuing in this Agreement through the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreements. (b) The closing (the "Closing") of the purchase and sale of the Purchased Assets CCI Stock hereunder (the "Closing"). 3.2 At each Closing, (a) Allex xx his designee shall pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the assumption Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the Assumed Liabilities hereunder Holder shall take place deliver or cause to be delivered to Allex xx his designee one or more certificates evidencing the CCI Stock to be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Allex xx effectuate the transfer of such CCI Stock to 3.3 Each Closing shall be held at the offices of ChoateIrell & Manexxx xx Los Angeles, Hall & Stewart LLPCalifornia, Exchange Placeon (or before if Allex xx determines) the thirtieth day after the Holder delivers the written notice described above (or, 53 State Xxxxxx ix Xxstonif such day is not a business day, Xxxxachusetts, as soon as possible, but in no event later than three (3) on the next business days after satisfaction of the conditions set forth in Article IXday thereafter), or at such other time or and place as Buyer the Holder and Seller may Allex xxx agree. At the Closing, (i) Buyer shall pay The Holder and Allex xxxl cooperate so as to Seller the Initial Cash Payment to an account maintained by Seller, such account permit all documents required to be designated by Seller by written notice to Buyer not later than two (2) business days prior to delivered at the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iii) Each of Seller and Buyer shall execute and deliver each of the Ancillary Agreements to be entered into delivered by it mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing, in each case substantially in the form attached as an Exhibit to this Agreement. (iv) Without prejudice to Buyer's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon to the Closing Date. (v) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.

Purchase Price Closing. (a) The purchase price for per share of the Purchased Assets shares of Common Stock purchased pursuant to this Section 4 (the "Purchase Price"“Section 4.3 Called Shares”) shall be as follows: equal to the lesser of (i) At ninety percent (90%) of the Closing, Buyer shall pay to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees Employee’s Cost and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose Fair Market Value of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X such share on the business day immediately preceding the date of repurchase (the "Escrowed Cash"lesser of (i) and (ii), the “Section 4.3 Call Price”). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds in accordance with Article X to make payments due under Article X, or to the extent of the remaining Escrowed Cash to make an additional payment to Seller following the 16-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. (iii) Buyer shall reserve the amount (in cash, restricted stock or otherwise) of $789,509 for the employees and consultants of Seller continuing in the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreements. (b) The closing (the "Closing") of the a purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder pursuant to this Section 4.3 shall take place at the offices of Choate, Hall & Stewart LLP, Exchange Place, 53 State Xxxxxx ix Xxston, Xxxxachusetts, as soon as possible, but in no event later than three (3) business days after satisfaction principal office of the conditions set forth in Article IXCompany ten days following the date of the Repurchase Notice (and if such tenth day is not a business day, or then the first business day thereafter), except that if the Company is prohibited from repurchasing any Section 4.3 Called Shares by any Prohibitions, the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such Section 4.3 Called Shares but no interest shall be paid to the Employee on the Section 4.3 Call Price during such period. If at any time the Prohibitions shall cease to be applicable to any portion of the Section 4.3 Called Shares not purchased, then the Company shall purchase such other time or place as Buyer and Seller may agreeportion on the first practicable date on which the Company is permitted to do so. At such closing, the Closing, (i) Buyer Employee shall pay to Seller the Initial Cash Payment to an account maintained by Sellersell, such account to be designated by Seller by written notice to Buyer not later than two (2) business days prior convey, transfer, assign and deliver to the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer Company all right, title and interest inin and to the Section 4.3 Called Shares, which shall constitute (and, at the closing, the Employee shall represent, warrant and certify the same to the Company in writing) good and under the Purchased Assetsunencumbered title to such shares, including without limitation a Patent Assignment Agreement free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iii) Each of Seller and Buyer shall execute and deliver each favor of the Ancillary Agreements to be entered into by it at Company and the Closing, in each case substantially in the form attached as an Exhibit NMP Entities pursuant to this Agreement. (iv) Without prejudice to Buyer's rights under Section 9.02 ), and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Employee, and the Company shall deliver to the Closing Date. (v) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.Employee,

Purchase Price Closing. (a) 3.1 The purchase price for to be paid upon any exercise of the Purchased Assets Put Option (the "Purchase Price") shall be as follows: (i) At equal to $26.7235 per share of PublicCo common stock represented by the Closing, Buyer shall pay to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 Shares to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees purchased and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash sold (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds calculated in accordance with Article X to make payments due under Article XSection 5, or to if applicable), plus interest thereon at a rate of four and one-half percent (4.5%) per year, compounded annually, for the extent period from the date of the remaining Escrowed Cash to make an additional payment to Seller following closing under the 16-month anniversary of Purchase and Contribution Agreement through the Closing and the resolution and satisfaction of all claims and obligations under Article X. (iii) Buyer shall reserve the amount (in cash, restricted stock or otherwise) of $789,509 for the employees and consultants of Seller continuing in the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreements. (b) The closing (the "Closing") of the purchase and sale of the Purchased Assets Shares hereunder (the "Closing"). 3.2 At each Closing, (a) Allex xx his designee shall pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the assumption Purchase Price in immediately available funds by wire transfer or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Allex xx his designee one or more certificates evidencing the Shares to be purchased and sold at such Closing (if such Shares are certificated securities), together with duly executed assignments separate from certificate in form and substance sufficient to effectuate the transfer of such Shares to Allex xx his designee, together with a certificate of the Assumed Liabilities hereunder Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 4; provided, however, that neither the Holder nor any Permitted Transferee shall be required to take place any 3.3 Each Closing shall be held at the offices of ChoateIrell & Manexxx xx Los Angeles, Hall & Stewart LLPCalifornia, Exchange Place, 53 State Xxxxxx ix Xxston, Xxxxachusetts, as soon as possible, but in no event later than three (3) on the tenth business days day after satisfaction of the conditions set forth in Article IXHolder delivers the written notice described above, or at such other time or and place as Buyer the Holder and Seller may Allex xxx agree. At the Closing, (i) Buyer shall pay The Holder and Allex xxxl cooperate so as to Seller the Initial Cash Payment to an account maintained by Seller, such account permit all documents required to be designated by Seller by written notice to Buyer not later than two (2) business days prior to delivered at the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iii) Each of Seller and Buyer shall execute and deliver each of the Ancillary Agreements to be entered into delivered by it mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing. 3.4 If, at any time after the Holder has sold any Shares to Allex xx his designee pursuant to the Put Option provided in each case substantially in this Agreement, Charter LLC issues additional Common Units to PublicCo or its successor pursuant to Section 3.6.6 of the form attached LLC Agreement and, as an Exhibit a result thereof, PublicCo or its successor issues additional shares of common stock or other securities to the Holder or its successor pursuant to Section 2.5 of the Exchange Agreement, then the Holder agrees to assign to Allex xx his designee, without additional consideration, that portion of the additional shares of common stock or other securities issued to the Holder or its successor equal to a fraction the numerator of which is the number of shares of PublicCo common stock on the date of this Agreement that were represented by the Shares that were sold by the Holder to Allex xx his designee pursuant to the Put Option and the denominator of which is the number of shares of PublicCo common stock on the date of this Agreement that were originally issued to the Holder under the Exchange Agreement and subject to this AgreementPut Option. (iv) Without prejudice to Buyer's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon to the Closing Date. (v) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.

Purchase Price Closing. (a) The 0.0 Xxe purchase price for to be paid upon any exercise of the Purchased Assets Put Option (the "Purchase Price") shall be as follows: equal $19.00 per share (i) At the Closing, Buyer shall pay to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds calculated in accordance with Article X to make payments due under Article XSection 5, or to the extent if applicable), plus interest thereon at a rate of the remaining Escrowed Cash to make an additional payment to Seller following the 16four and one-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. half percent (iii4.5%) Buyer shall reserve the amount (in cashper year, restricted stock or otherwise) of $789,509 compounded annually, for the employees and consultants of Seller continuing in period from November 12, 1999 through the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreements. (b) The closing (the "Closing") of the purchase and sale of the Purchased Assets CCI Stock hereunder (the "Closing"). 3.2 At each Closing, (a) Allen or his designee shall pay to the exercising Holder (for itself xxx on behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer (if wire transfer instructions were provided in the notice of exercise) or certified bank check; and (b) the assumption exercising Holder shall deliver or cause to be delivered to Allen or his designee one or more certificates evidencing the CCI Stxxx xo be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Allen to effectuate the transfer of such CCI Stock to Allen or his dxxxxxee, together with a certificate of such Holder anx xxx Permitted Transferee, if applicable, reaffirming the Assumed Liabilities hereunder representations in Section 4. 3.3 Each Closing shall take place be held at the offices of ChoateIrell & Manella in Los Angeles, Hall & Stewart LLPCalifornia, Exchange Placeon (or before if Allen so determxxxx) xhe thirtieth day after the exercising Holder dxxxxxrs the written notice described above (or, 53 State Xxxxxx ix Xxstonif such day is not a business day, Xxxxachusetts, as soon as possible, but in no event later than three (3) on the next business days after satisfaction of the conditions set forth in Article IXday thereafter), or at such other time or and place as Buyer the exercising Holder and Seller Allen may agree. At the Closing, (i) Buyer shall pay to Seller the Initial Cash Payment to an account maintained by Seller, such account The exercising Holder and Allen will cooperate so ax xx permit all documents required to be designated by Seller by written notice to Buyer not later than two (2) business days prior to dexxxxxed at the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iii) Each of Seller and Buyer shall execute and deliver each of the Ancillary Agreements to be entered into delivered by it mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing, in each case substantially in the form attached as an Exhibit to this Agreement. (iv) Without prejudice to Buyer's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon to the Closing Date. (v) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.

Purchase Price Closing. (a) The purchase price for the Purchased Assets (the "“Purchase Price"”) shall be as follows: is: (i) At the Closing$[●]in cash, Buyer shall pay subject to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 to be amended at the Closing pursuant to adjustment as provided in Section 5.07 to reflect certain payments by licensees and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash (the "Initial Cash Payment")1.8, and shall assume the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds in accordance with Article X to make payments due under Article X, or to the extent assumption of the remaining Escrowed Cash to make an additional payment to Seller following the 16-month anniversary Assumed Xxxxxxxxxxx.xx The cash portion of the Closing and the resolution and satisfaction of all claims and obligations under Article X. (iii) Buyer shall reserve the amount (in cash, restricted stock or otherwise) of $789,509 for the employees and consultants of Seller continuing in the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention AgreementsPurchase Price will be paid as provided below. (b) The closing (the "“Closing"“) of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall will take place at the offices of Choate, Hall & Stewart LLP, Exchange Place, 53 State Xxxxxx ix Xxston, Xxxxachusetts, [●] in [●] as soon as possible, but in no event later than three (3) business days after satisfaction of the conditions set forth in Article IX[●], or at such other time or place as the Buyer and Seller Xyz may agree. At the Closing,vii (i) the Buyer shall pay will deliver to Seller Xyz a certified or official bank check payable to the Initial Cash Payment order of Xyz, or make a wire transfer to an account maintained by Seller, such account to be designated by Seller by written notice to Buyer not later than two (2) business days prior to Xyz, in the Closing Date.amount of [●]viii ix; and (ii) Seller Xyz and the Buyer shall will enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit AEXHIBIT 1.6, and Seller shall Xyz will deliver to the Buyer such deedsx, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "“Conveyance Documents"”) as the parties and their respective counsel shall will deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iii) Each of Seller Xyz and the Buyer shall execute and deliver each of will enter into the Ancillary Agreements [list ancillary agreements to be entered into by it executed at the Closing, in each case substantially in ] (the form attached as an Exhibit to this Agreement“Ancillary Agreements”). (iv) Without prejudice to the Buyer's ’s rights under Section 9.02 [●].2 and Articles X [●] and XI[●], Seller shall Xyz will deliver to the Buyer revised schedules to this Agreement updating the information shown thereon to the Closing Date. (v) Seller Xyz and the Buyer shall will also execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.

Purchase Price Closing. (a) The purchase price for per share of the Purchased Assets shares of Common Stock purchased pursuant to this Section 3 (the "Purchase Price"“Section 3.3 Called Shares”) shall be as follows: equal to the lesser of (i) At ninety percent (90%) of the Closing, Buyer shall pay to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees Award Holder’s Cost and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose Fair Market Value of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X such share on the business day immediately preceding the date of repurchase (the "Escrowed Cash"lesser of (i) and (ii), the “Section 3.3 Call Price”). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds in accordance with Article X to make payments due under Article X, or to the extent of the remaining Escrowed Cash to make an additional payment to Seller following the 16-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. (iii) Buyer shall reserve the amount (in cash, restricted stock or otherwise) of $789,509 for the employees and consultants of Seller continuing in the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreements. (b) The closing (the "Closing") of the a purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder pursuant to this Section 3.3 shall take place at the offices of Choate, Hall & Stewart LLP, Exchange Place, 53 State Xxxxxx ix Xxston, Xxxxachusetts, as soon as possible, but in no event later than three (3) business days after satisfaction principal office of the conditions set forth in Article IXCompany ten days following the date of the Repurchase Notice (and if such tenth day is not a business day, then the first business day thereafter), except that if the Company is prohibited from repurchasing any Section 3.3 Called Shares by any contractual obligation of the Company or any of its Affiliates, by the terms of any capital stock or by applicable law (collectively, “Prohibitions”), the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such Section 3.3 Called Shares but no interest shall be paid to the Award Holder on the Section 3.3 Call Price during such period. If at any time the Prohibitions shall cease to be applicable to any portion of the Section 3.3 Called Shares not purchased, then the Company shall purchase such other time or place as Buyer and Seller may agreeportion on the first practicable date on which the Company is permitted to do so. At such closing, the Closing, (i) Buyer Award Holder shall pay to Seller the Initial Cash Payment to an account maintained by Sellersell, such account to be designated by Seller by written notice to Buyer not later than two (2) business days prior convey, transfer, assign and deliver to the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer Company all right, title and interest inin and to the Section 3.3 Called Shares, which shall constitute (and, at the closing, the Award Holder shall represent, warrant and certify the same to the Company in writing) good and under the Purchased Assetsunencumbered title to such shares, including without limitation a Patent Assignment Agreement free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iii) Each of Seller and Buyer shall execute and deliver each favor of the Ancillary Agreements to be entered into by it at Company and the Closing, in each case substantially in the form attached as an Exhibit NMP Entities pursuant to this Agreement. (iv) Without prejudice to Buyer's rights under Section 9.02 ), and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Award Holder, and the Company shall deliver to the Closing Date. (v) Seller and Buyer shall execute and deliver all such instrumentsAward Holder, documents and certificates as may be reasonably requested in full payment of the Section 3.3 Call Price payable for each Section 3.3 Called Share, a check payable to the order of the Award Holder, in an amount equal to the Section 3.3 Call Price multiplied by the other party that are necessary, appropriate or desirable for the consummation at the Closing aggregate number of the transactions contemplated by this Agreement.Section

Purchase Price Closing. (a) The purchase price for the Purchased Assets (the "Purchase Price") shall be as follows: (i) At the Closing, Buyer shall pay to Seller the amount of is $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees and on-line customers to Seller from January 1, 2005 to the Closing Date), 500,000 in cash (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds in accordance with Article X to make payments due under Article X, or to the extent of the remaining Escrowed Cash to make an additional payment to Seller following the 16-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. (iii) Buyer shall reserve the amount (in cash, restricted stock or otherwise) of $789,509 for the employees and consultants of Seller continuing in the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention AgreementsU.S. dollars. (b) The closing (the "Closing") of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of ChoateMetroConnect, Hall & Stewart LLPInc., Exchange PlaceAnaheim, 53 State Xxxxxx ix Xxston, Xxxxachusetts, as soon as possible, but in no event later than three (3) business days after satisfaction California upon execution of the conditions set forth in Article IX, this Agreement or at such other time or place as Buyer and Seller may agree. At the Closing, (i) Buyer shall pay prepare and sign a note with a cash payment equal to Seller $500,000 for a period of 2 years, 7% interest per year. This note can also be convertible at the Initial Cash Payment to an account maintained by Seller, such account to be designated by Seller by written notice to Buyer not later than two (2) business days prior to the Closing DateSellers option at $1.00 per share. (ii) Each of Seller and Buyer shall enter execute and deliver each of the Ancillary Agreements to be entered into an Assignment and Assumption Agreement by it at the Closing, in each case substantially in the form attached hereto as an Exhibit A, to this Agreement and Seller shall deliver to Buyer such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested by Buyer (the "Patent Assignment Agreement")... (iii) Each of Seller and shall have arranged with Buyer shall execute and deliver each for the physical delivery of the Ancillary Agreements to be entered into by it at Personal Property and all copies of the ClosingBusiness Intellectual Property, in each case substantially in and the form attached as an Exhibit to this Agreementphysical embodiment thereof. (iv) Without prejudice to Buyer's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon to the Closing Date. (v) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.

Purchase Price Closing. (a) 3.1. The purchase price for to be paid upon any exercise of the Purchased Assets Put Option (the "Purchase Price") shall be as follows: equal the IPO Price (i) At the Closing, Buyer shall pay to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds calculated in accordance with Article X to make payments due under Article XSection 7, or to the extent if applicable), plus interest thereon at a rate of the remaining Escrowed Cash to make an additional payment to Seller following the 16four and one-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. half percent (iii4.5%) Buyer shall reserve the amount (in cashper year, restricted stock or otherwise) of $789,509 compounded annually, for the employees and consultants period from the date of Seller continuing in this Agreement through the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreements. (b) The closing (the "Closing") of the purchase and sale of the Purchased Assets CCI Stock hereunder (the "Closing"). 3.2. At each Closing, (a) Allex xx his designee shall pay to the Holder (for itself and on behalf of its Permitted Transferees, if applicable) the assumption Purchase Price in immediately available funds by wire transfer or certified bank check; and (b) the Holder shall deliver or cause to be delivered to Allex xx his designee one or more certificates evidencing the CCI Stock to be purchased and sold at such Closing, together with duly executed assignments separate from the certificate in form and substance reasonably acceptable to Allex xx effectuate the transfer -E-41- 41 of such CCI Stock to Allex xx his designee, together with a certificate of the Assumed Liabilities hereunder Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 5. 3.3. Each Closing shall take place be held at the offices of ChoateIrell & Manexxx xx Los Angeles, Hall & Stewart LLPCalifornia, Exchange Placeon (or before if Allex xx determines) the thirtieth day after the Holder delivers the written notice described above (or, 53 State Xxxxxx ix Xxstonif such day is not a business day, Xxxxachusetts, as soon as possible, but in no event later than three (3) on the next business days after satisfaction of the conditions set forth in Article IXday thereafter), or at such other time or and place as Buyer the Holder and Seller may Allex xxx agree. At the Closing, (i) Buyer shall pay The Holder and Allex xxxl cooperate so as to Seller the Initial Cash Payment to an account maintained by Seller, such account permit all documents required to be designated by Seller by written notice to Buyer not later than two (2) business days prior to delivered at the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iii) Each of Seller and Buyer shall execute and deliver each of the Ancillary Agreements to be entered into delivered by it mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing, in each case substantially in the form attached as an Exhibit to this Agreement. (iv) Without prejudice to Buyer's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon to the Closing Date. (v) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.

Purchase Price Closing. (a) The Subject to Section 2.08 hereof, the purchase price for the Purchased Assets (the "Purchase Price") shall be as follows: the sum of (i) At $12,000,000 less (ii) the Closing, Buyer shall pay to Seller sum of the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash applicable German Pension Plan Reduction Amounts (the "Initial Cash Payment"), and shall assume “Closing Purchase Price”) plus the Assumed Liabilities. (iib) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash Subject to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds in accordance with Article X to make payments due under Article X, or to the extent of the remaining Escrowed Cash to make an additional payment to Seller following the 16-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. (iii) Buyer shall reserve the amount (in cash, restricted stock or otherwise) of $789,509 for the employees and consultants of Seller continuing in the Business with Buyer following the Closing, on the terms and subject to conditions of this Agreement, the conditions set forth in the Retention Agreements. (b) The closing (the "“Closing"”) of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of ChoateCxxxxx, Hall Hxxx & Stewart LLPSxxxxxx LLP in Boston, Exchange Place, 53 State Xxxxxx ix Xxston, Xxxxachusetts, Massachusetts as soon as possible, but in no event later than three (3) business days Business Days after satisfaction of the conditions set forth in Article IXIX (Conditions to Closing); provided, or at however, that to facilitate an orderly transition for accounting purposes, such other time or place as Buyer and Closing may be delayed by Seller may agree. up until the last day of the calendar month in which such conditions are satisfied. (c) At the Closing, (i) Buyer shall pay to Seller the Initial Cash Payment to an account maintained by Seller, such account to be designated by Seller by written notice to Buyer not later than two (2) business days prior to the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iii) Each of Seller and Buyer shall execute and deliver each of the Ancillary Agreements to be entered into by it at the Closing, in each case substantially in the form attached as an Exhibit to this Agreement. (iv) Without prejudice to Buyer's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules a duly executed Bxxx of Sale covering the Purchased Assets and any other transfer document to this Agreement updating the information shown thereon be executed by Seller to the Closing Date.extent required to be filed with any Governmental Authority upon the Closing, together with the following instruments and agreements, each in form reasonably satisfactory to counsel for Buyer: (i) one or more duly executed Assignment and Assumption Agreements relating to the Assumed Liabilities; (ii) one or more duly executed Trademark Assignments; (iii) one or more duly executed Intellectual Property License Agreements; (iv) one or more duly executed Lease Assignments; (v) one or more duly executed Sublease Agreements (Buyer and Seller acknowledge and agree that “Landlord” (as defined in the License to Sublet Part) may require some changes to the form of License to Sublet Part that is attached as part of Exhibit H to this Agreement and each party agrees that it will accept any such required changes by Landlord as long as such change does not materially alter the substantive business terms of this Agreement); (vi) one or more duly executed Transition Services Agreements; (vii) a duly executed Deerfield Letter Agreement; (viii) releases, satisfactions or terminations of all mortgages, financing statements or other evidences of any Lien with respect to the Purchased Assets (except for Permitted Liens); (ix) certificates of the appropriate officers of the State of Illinois, dated no earlier than the date of this Agreement, certifying that Seller is qualified to do business and is in good standing as a foreign corporation in such state; (x) the certificate referred to in Section 9.02(c); (xi) one or more duly executed Patent Assignments; (xii) one or more duly executed Copyright Assignments; (xiii) all records referred to in section 49 of VATA 1994; and (xiv) such other documents and instruments as shall be required to consummate the transaction contemplated hereunder. (d) At the Closing, Buyer shall execute deliver to Seller, each in form reasonably satisfactory to counsel for Seller: (i) a certified or official bank check payable to the order of Seller, or make a wire transfer to an account designated by Seller, in the amount of the Closing Purchase Price in immediately available funds; (ii) duly executed counterparts of those documents referred to in Sections 2.07(c)(i), (ii), (iii), (iv), (v), (vi), (vii), (xi) and deliver all (xii) and the documents referred to in Section 2.07(xiii); (iii) the certificate referred to in Section 9.03(c); and (iv) such instruments, other documents and certificates instruments as may shall be reasonably requested by required to consummate the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions transaction contemplated by this Agreementhereunder.

Purchase Price Closing. (a) 3.1 The purchase price for to be paid upon any exercise of the Purchased Assets Put Option (the "Purchase Price") shall be as follows: (i) At equal to $25.8548 per share of PublicCo common stock represented by the Closing, Buyer shall pay to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 Shares to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees purchased and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash sold (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds calculated in accordance with Article X to make payments due under Article XSection 5, or to the extent if applicable), plus interest thereon at a rate of the remaining Escrowed Cash to make an additional payment to Seller following the 16four and one-month anniversary of the Closing and the resolution and satisfaction of all claims and obligations under Article X. half percent (iii4.5%) Buyer shall reserve the amount (in cashper year, restricted stock or otherwise) of $789,509 compounded annually, for the employees and consultants of Seller continuing in period from November 12, 1999, through the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreements. (b) The closing (the "Closing") of the purchase and sale of the Purchased Assets Shares hereunder (the "Closing"). 3.2 At each Closing, (a) Allen or his designee shall pay to each selling Holder (for itself axx xx behalf of its Permitted Transferees, if applicable) the Purchase Price in immediately available funds by wire transfer or certified bank check; and (b) each selling Holder shall deliver or cause to be delivered to Allen or his designee one or more certificates evidencing the assumption Shares xx xe purchased from such Holder or its Permitted Transferees at such Closing (if such Shares are certificated securities), together with duly executed assignments separate from certificate in form and substance sufficient to effectuate the transfer of such Shares to Allen or his designee, together with a certificate of the Assumed Liabilities hereunder selling Hoxxxx and its Permitted Transferee, if applicable, reaffirming the representations in Section 4; provided, however, that no Holder or Permitted Transferee shall be required to take place any actions or deliver any documents to satisfy any restrictions imposed by the Issuer on the transfer of the Shares, and provided, further, that, if the Holder is unable to deliver certificates evidencing the Shares to be purchased and sold at such Closing because PublicCo failed to deliver such certificates to the Holder within the period specified in the Exchange Agreement, then, in lieu of delivering such certificates to Allen at the Closing, the Holder will deliver to Allen at the Closinx xxx undertaking to deliver such certificates to Xxxxn as soon as practicable after it receives them from PublicCo. 3.3 Each Closing shall be held at the offices of ChoateIrell & Manella in Los Angeles, Hall & Stewart LLPCalifornia, Exchange Place, 53 State Xxxxxx ix Xxston, Xxxxachusetts, as soon as possible, but in no event later than three (3) on the tenth business days day after satisfaction of xxx Xxxresentative delivers the conditions set forth in Article IXwritten notice described above, or at such other time or and place as Buyer the Representative and Seller Allen may agree. At the Closing, (i) Buyer shall pay to Seller the Initial Cash Payment to an account maintained by Seller, such account The selling Holders and Allen will cooperate so as xx xxrmit all documents required to be designated by Seller by written notice to Buyer not later than two (2) business days prior to dexxxxxed at the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iii) Each of Seller and Buyer shall execute and deliver each of the Ancillary Agreements to be entered into delivered by it mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing, in each case substantially in the form attached as an Exhibit to this Agreement. (iv) Without prejudice to Buyer's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon to the Closing Date. (v) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.

Purchase Price Closing. (a) 3.1 The purchase price for to be paid upon any exercise of the Purchased Assets Put Option (the "Purchase Price") shall be as follows: (i) At equal to $____ per unit of limited liability company interests in Charter LLC 1 represented by the Closing, Buyer shall pay to Seller the amount of $7,980,491, less the amounts set forth on Schedule 2.06 (Schedule 2.06 Interests to be amended at the Closing pursuant to Section 5.07 to reflect certain payments by licensees purchased and on-line customers to Seller from January 1, 2005 to the Closing Date), in cash sold (the "Initial Cash Payment"), and shall assume the Assumed Liabilities. (ii) For the purpose of securing Seller's obligations under Article X, Buyer shall hold back an additional One Million Three Hundred Thirty Thousand Dollars ($1,330,000) in cash to be used to satisfy claims and obligations under Article X (the "Escrowed Cash"). Buyer shall withhold the Escrowed Cash in a separate, interest-bearing account and shall apply such funds calculated in accordance with Article X to make payments due under Article XSection 5, or to if applicable), plus interest thereon at a rate of four and one-half percent (4.5%) per year, compounded annually, for the extent period from the date of the remaining Escrowed Cash to make an additional payment to Seller following closing under the 16-month anniversary of Purchase and Contribution Agreement through the Closing and the resolution and satisfaction of all claims and obligations under Article X. (iii) Buyer shall reserve the amount (in cash, restricted stock or otherwise) of $789,509 for the employees and consultants of Seller continuing in the Business with Buyer following the Closing, on the terms and subject to the conditions set forth in the Retention Agreements. (b) The closing (the "Closing") of the purchase and sale of the Purchased Assets Interests hereunder (the "Closing"). 3.2 At each Closing, (a) Allex xx his designee shall pay to the Holder the Purchase Price in immediately available funds by wire transfer or certified bank check; and (b) the assumption Holder shall deliver to Allex xx his designee one or more certificates evidencing the Interests to be purchased and sold at such Closing (if such Interests are certificated securities), together with duly executed assignments separate from certificate in form and substance sufficient to effectuate the transfer of such Interests to Allex xx his designee, together with a certificate of the Assumed Liabilities hereunder Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 4; provided, however, that the Holder shall not be required to take place any actions or deliver any documents to satisfy any restrictions imposed by the Issuer on the transfer of the Interests. 3.3 Each Closing shall be held at the offices of ChoateIrell & Manexxx xx Los Angeles, Hall & Stewart LLPCalifornia, Exchange Place, 53 State Xxxxxx ix Xxston, Xxxxachusetts, as soon as possible, but in no event later than three (3) on the tenth business days day after satisfaction of the conditions set forth in Article IXHolder delivers the written notice described above, or at such other time or and place as Buyer the Holder and Seller may Allex xxx agree. At the Closing, (i) Buyer shall pay The Holder and Allex xxxl cooperate so as to Seller the Initial Cash Payment to an account maintained by Seller, such account permit all documents required to be designated by Seller by written notice to Buyer not later than two (2) business days prior to delivered at the Closing Date. (ii) Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets, including without limitation a Patent Assignment Agreement in the form reasonably requested by Buyer (the "Patent Assignment Agreement"). (iii) Each of Seller and Buyer shall execute and deliver each of the Ancillary Agreements to be entered into delivered by it mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing, in each case substantially in the form attached as an Exhibit to this Agreement. (iv) Without prejudice to Buyer's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement updating the information shown thereon to the Closing Date. (v) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement.