Common use of Purchase Price; Escrow Clause in Contracts

Purchase Price; Escrow. (a) Subject to the terms and conditions of this Agreement, in full consideration for the purchase by Buyer of the Assets, Buyer shall cause to be paid and issued, as the case may be, to Seller on the dates set forth below: (i) $45,000,000 (the “Cash Component”), shall be paid to Seller on the Closing Date, subject to the escrow requirements set forth in Section 2(c) below; (ii) a warrant (the “Unit Warrant”) to purchase shares of Buyer’s common stock, $0.001 par value per share (the “Common Stock”), in the form attached hereto as Exhibit B shall be issued to Seller on the earlier of (A) the effective date of the UW Registration Statement or (B) December 31, 2009. (iii) a warrant (the “Studio Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008. (b) The Unit Warrant, the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below. (c) On the Closing Date, Buyer shall deliver $6,000,000 of the Cash Component to Xxxxx Fargo Bank, NA, as escrow agent (the “Escrow Agent”), which shall be held in escrow (the “Escrow Fund”) subject to the escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”) for the purposes of securing the Seller’s indemnity obligations under this Agreement. The amount deposited into the Escrow Fund shall be deducted from the Cash Component otherwise deliverable to Seller as set forth in Section 2(a) above. Subject to and in accordance with the terms of the Escrow Agreement, sixteen (16) months following the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter), the Escrow Agent shall deliver any amount remaining in the Escrow Fund to the Seller. Notwithstanding the foregoing and subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, shall be delivered to the Seller as described above promptly upon resolution of such dispute. For purposes of this Agreement, “Business Day” means shall mean any day, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required by law to close.

Purchase Price; Escrow. (a) Subject At the Closing, in consideration of the sale of the Acquired Securities to Buyer, and upon the terms and subject to the conditions of this Agreementhereinafter set forth, in full consideration for the purchase by Buyer of the Assets, Buyer Seller shall cause be entitled to be paid and issued, as the case may be, receive an amount equal to Seller on the dates set forth below: Three Million Dollars (i$3,000,000.00) $45,000,000 (the “Cash ComponentPurchase Price”)) less the Escrow Amount, which Purchase Price shall also be paid to Seller on the Closing Date, subject to the escrow requirements set forth in any applicable adjustments pursuant to Section 2(c) below; (ii) a warrant (the “Unit Warrant”) to purchase shares of Buyer’s common stock, $0.001 par value per share (the “Common Stock”), in the form attached hereto as Exhibit B shall be issued to Seller on the earlier of (A) the effective date of the UW Registration Statement or (B) December 31, 2009. (iii) a warrant (the “Studio Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 20082.03. (b) The Unit Warrant, the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below. (c) On the Closing Date, Buyer shall deliver $6,000,000 pay (or cause to be paid), by wire transfer of immediately available funds in accordance with the Cash Component wire transfer instructions set forth by the Escrow Agent, the Escrow Amount, to Xxxxx Fargo Bankthe Escrow Agent, NA, as to be held in an escrow agent account (the “Escrow AgentAccount”) pursuant to the terms of the Escrow Agreement to satisfy, at least in part, any claims by Buyer Indemnified Parties for the satisfaction of any indemnification claim pursuant to Section 11.01 (subject to Section 11.05) or any other claims made by Buyer or any Buyer Indemnified Parties pursuant to this Agreement or in connection with the transactions contemplated hereby. (c) The Escrow Agent shall hold and invest the Escrow Amount in accordance with the terms of the Escrow Agreement. No later than the fifth (5th) business day following the twelve (12)-month anniversary of the Closing Date, Xxxxx and Seller shall execute a joint written instruction to the Escrow Agent to disburse (in accordance with the terms of the Escrow Agreement) by wire transfer of immediately available funds, to such account(s) designated by Seller, an amount equal to four hundred fifty thousand dollars ($450,000.00), less the amount of any Escrow Funds that have been claimed by Buyer to be owed to a Buyer Indemnified Party pursuant to a claim for indemnification under Section 11.01, all as may be provided in and pursuant to the terms of the Escrow Agreement. No later than the fifth (5th) business day following the twenty-four (24)-month anniversary of the Closing Date (the “Final Escrow Release Date”), which Buyer and Seller shall execute a joint written instruction to the Escrow Agent to disburse (in accordance with the terms of the Escrow Agreement) by wire transfer of immediately available funds, to such account(s) designated by Seller, the amount of any remaining Escrow Funds that are not then claimed by Xxxxx to be owed to a Buyer Indemnified Party pursuant to a claim for indemnification under Section 11.01, all as may be provided in and pursuant to the terms of the Escrow Agreement. To the extent that Buyer or a Buyer Indemnified Party has duly made a claim for indemnification under Section 11.01 that has not been fully resolved as of the Final Escrow Release Date, the portion of the Escrow Funds that is subject to such claims shall continue to be held in escrow (the “Escrow Fund”) subject to the escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”) for the purposes of securing the Seller’s indemnity obligations under this Agreement. The amount deposited into and invested by the Escrow Fund shall be deducted from the Cash Component otherwise deliverable to Seller as set forth in Section 2(a) above. Subject to and Agent in accordance with the terms of the Escrow Agreement, sixteen and shall be released to the applicable party or parties (16upon receipt of, and in accordance with, a joint written instruction from Buyer and Seller) months following once Damages for such claims are agreed upon by the Closing Date (or, if relevant parties or such date is not on a Business Day, the first Business Day thereafter), claims are finally adjudicated. Any costs and expenses of the Escrow Agent shall deliver any amount remaining in connection with the Escrow Fund to the Seller. Notwithstanding the foregoing and subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, Agreement shall be delivered to the Seller as described above promptly upon resolution of such dispute. For purposes of this Agreement, “Business Day” means shall mean any day, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required paid fifty percent (50%) by law to closeBuyer and fifty percent (50%) by Seller.

Purchase Price; Escrow. (a) Subject to the terms and conditions of this Agreement, in As full consideration for the purchase by Buyer sale, purchase, assignment, transfer and delivery of the AssetsRP101 Assets as contemplated hereby, at Closing Buyer shall pay to Resistys cash in the aggregate amount of One Million Six Hundred Eighty Thousand Dollars ($1,680,000) (the “Purchase Price”). The Buyer and Seller agree that, at Closing, Buyer shall cause to be paid and issued, pay the Purchase Price as the case may be, to Seller on the dates set forth below: follows: (a) (i) Forty Nine Thousand Seven Hundred Sixty One Dollars and Forty Eight Cents ($45,000,000 (the “Cash Component”), 49,761.48) shall be paid to Licensor on behalf of Seller in payment of the amount owed to RESprotect as indicated on Schedule 5.3, and (i) One Hundred Thirteen Thousand Five Hundred Eighty Nine Dollars and Sixty Three Cents ($113,589.63) shall be paid to PRA on behalf of Seller in payment of the Closing Dateamount owed to PRA as indicated on Schedule 5.3, subject to the escrow requirements set forth in Section 2(c) below; (ii) a warrant (the “Unit WarrantDirect Payments”), and (b) to purchase shares of Buyer’s common stock, One Million Five Hundred Sixteen Thousand Six Hundred Forty Eight Dollars and Eighty Nine Cents ($0.001 par value per share 1,516,648.89) (the “Common StockPurchase Price Balance”), in the form attached hereto as Exhibit B ) shall be issued paid to Seller on the earlier of (A) the effective date of the UW Registration Statement or (B) December 31, 2009. (iii) a warrant (the “Studio Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008. (b) The Unit Warrant, the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below. (c) On the Closing Date, Buyer shall deliver $6,000,000 of the Cash Component to Xxxxx Fargo Bank, NA, as escrow agent Xxxxxx Xxxxxx Xxxxxxxx LLP (the “Escrow Agent”), which who shall be held hold the Purchase Price Balance in escrow (the “Escrow Fund”) subject pursuant to the escrow agreement Escrow Agreement attached hereto as Exhibit E 4.1 (the “Escrow Agreement”) for the purposes of securing the Seller’s indemnity obligations under this Agreement). The amount deposited into As provided in the Escrow Fund Agreement, at Closing the Escrow Agent shall be deducted from use the Cash Component otherwise deliverable Purchase Price Balance to Seller pay the amounts owed to the Creditors as set forth in Section 2(aSchedule 5.3 of the Disclosure Schedule (except the Direct Payments, which shall be paid by Buyer as set forth above in this paragraph), and shall hold the balance remaining after making such payments in escrow for a period of thirty (30) abovedays (the “Escrow Period”). Subject During the Escrow Period, if Buyer, Seller or Escrow Agent becomes aware of the existence of any other creditors of Seller or additional claims of existing Creditors, they shall promptly inform the other parties. If after consultation among Buyer and Seller, the parties agree as to the validity of any such claims, Buyer and in accordance with Seller shall instruct the terms Escrow Agent to pay such claims out of the remaining balance of the Purchase Price Balance. Upon the expiration of the Escrow AgreementPeriod, sixteen (16) months following the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter), the Escrow Agent shall deliver any amount remaining in the Escrow Fund to the Seller. Notwithstanding the foregoing and subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of balance less any amounts then in dispute relating equal to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, any pending unresolved claims shall be delivered distributed to the Seller as described above promptly upon resolution of such dispute. For purposes of this Agreement, “Business Day” means shall mean any day, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required by law to closeResistys.

Purchase Price; Escrow. At the Closing, Acquiror shall deliver to the --------------------- Purchase Price Escrow Agent an amount of $700,000 (athe "Purchase Price Escrow Amount") Subject via wire transfer of immediately available funds to the account set forth in the Purchase Price Escrow Agreement. Of the Purchase Price Escrow Amount, $600,000 shall be credited toward and applied to Acquiror's obligation to pay the Estimated Purchase Price at the Closing and $100,000 of which shall be held and distributed as part of the Adjustment Escrow Amount. The Purchase Price Escrow Amount shall be subject to the terms and conditions provisions of this the Purchase Price Escrow Agreement. The Purchase Price Escrow Agreement shall provide that $500,000 of the Purchase Price Escrow Amount shall be held by the Purchase Price Escrow Agent to secure Seller's obligation under Section 11.3 and that $200,000 ------------ of the Purchase Price Escrow Amount (the "Adjustment Escrow Amount") shall be held by the Purchase Price Escrow Agent to secure the obligations, if any, of Seller and Acquiror under Section 4.5.2 and delivered as provided in the next ------------- following sentence. Pursuant to the Purchase Price Escrow Agreement, promptly (but, in full consideration for any event, within three business days) following the purchase by Buyer expiration of the AssetsDispute Notice Period or, Buyer shall cause in the event a Dispute Notice is delivered by Acquiror to be paid Seller, the date on which Seller and issuedAcquiror agree to the Final Purchase Price or the date on which the determination of the Independent Accounting Firm with respect thereto becomes final and binding, as the case may be, to Seller on the dates set forth belowAdjustment Escrow Amount shall be delivered by the Purchase Price Escrow Agent as follows: (a) if the Final Purchase Price exceeds the Estimated Purchase Price, (i) $45,000,000 (the “Cash Component”), Purchase Price Escrow Agent shall be paid deliver to Seller on the Closing Date, subject an amount equal to the escrow requirements set forth in Section 2(c) below; (ii) a warrant (the “Unit Warrant”) to purchase shares of Buyer’s common stock, $0.001 par value per share (the “Common Stock”), in the form attached hereto as Exhibit B shall be issued to Seller on the earlier sum of (A) the effective date of the UW Registration Statement or $100,000 and (B) December 31the lesser of (x) the amount of such excess and (y) $100,000 and (ii) if such excess is less than $100,000, 2009. the Purchase Price Escrow Agent shall deliver to Acquiror an amount equal to the amount by which such excess is less than $100,000; and (iiib) a warrant if the Estimated Purchase Price exceeds the Final Purchase Price, (i) the “Studio Warrant”) Purchase Price Escrow Agent shall deliver to purchase Buyer’s Common Stock in Acquiror an amount equal to the form attached hereto as Exhibit C shall be issued to Seller on the earlier sum of (A) the effective date of the SW Registration Statement or $100,000 and (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier lesser of (Ax) the later amount of the effective date of the NCW Registration Statement such excess and January 1, 2008 or (By) December 31, 2008. $100,000 and (bii) The Unit Warrantif such excess is less than $100,000, the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below. (c) On the Closing Date, Buyer shall deliver $6,000,000 of the Cash Component to Xxxxx Fargo Bank, NA, as escrow agent (the “Escrow Agent”), which shall be held in escrow (the “Escrow Fund”) subject to the escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”) for the purposes of securing the Seller’s indemnity obligations under this Agreement. The amount deposited into the Escrow Fund shall be deducted from the Cash Component otherwise deliverable to Seller as set forth in Section 2(a) above. Subject to and in accordance with the terms of the Escrow Agreement, sixteen (16) months following the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter), the Purchase Price Escrow Agent shall deliver any to Seller an amount remaining in the Escrow Fund equal to the Seller. Notwithstanding the foregoing and subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from amount by which such delivery the equivalent of any amounts then in dispute relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, shall be delivered to the Seller as described above promptly upon resolution of such dispute. For purposes of this Agreement, “Business Day” means shall mean any day, other excess is less than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required by law to close$100,000.

Purchase Price; Escrow. The purchase price shall be Five Million dollars (a$5,000,000.00) Subject (the “Purchase Price”). The Purchase Price shall be due in full at the Closing, and paid in immediately available funds subject to the terms and conditions of this Agreement, in full consideration for the purchase by Buyer of the Assets, Buyer shall cause to be paid and issued, as the case may be, to Seller on the dates set forth below: following: (i) the amount of cash due and payable to the Seller shall be offset by the principle and interest due and owing to Purchaser under the Promissory Note as of the Closing Date; (ii) a minimum of One Million dollars ($45,000,000 1,000,000.00) shall be paid or distributed to Seller; (iii) an amount of the Purchase Price, which shall not exceed One Million Nine Hundred Fifty Thousand dollars ($1,950,000.00) (“Cash ComponentEscrowed Funds”), shall be held in escrow with the Title Company to be disbursed as otherwise provided herein; and (iv) the balance of the Purchase Price plus or minus prorations, credits and adjustments as provided for herein shall be paid to Seller. (a) The Escrowed Funds will be used in the following manner (as collectively described herein as the “Escrowed Work”): (i) Boblo Building - the demolition of the Boblo building is estimated to cost Three Million dollars ($3,000,000.00), Seller on will pay up to one-half (1/2) of the Closing Datecost of the demolition of the Boblo building, subject from the Escrowed Funds, and in no event shall the amount due from the Escrowed Funds attributable to the escrow requirements set forth in Section 2(c) below;demolition of the Boblo building exceed One Million Five Hundred Thousand dollars ($1,500,000.00); and (ii) a warrant Engineering Repairs – Seller will pay up to thirty-five percent (35%) of the “Unit Warrant”) cost of the engineering repairs associated with the Property, from the Escrowed Funds, and in no event shall the amount due from the Escrowed Funds attributable to purchase shares of Buyer’s common stock, the engineering repairs associated with the Property exceed Four Hundred Fifty Thousand dollars ($0.001 par value per share (the “Common Stock”450,000.00), in the form attached hereto as Exhibit B shall be issued to Seller on the earlier . Upon monthly presentation of (Ai) the effective date of the UW Registration Statement or (B) December 31draw requests reasonably acceptable to Purchaser, 2009. (iii) a warrant (the “Studio Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31Seller, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008. (b) The Unit Warrant, the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below. Title Company and (cii) On the Closing Date, Buyer shall deliver $6,000,000 of the Cash Component to Xxxxx Fargo Bank, NA, as escrow agent (the “Escrow Agent”), which shall be held in escrow (the “Escrow Fund”) subject to the escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”) supporting documentation for the purposes of securing the Seller’s indemnity obligations under this Agreement. The amount deposited into the Escrow Fund shall be deducted from the Cash Component otherwise deliverable to Seller as set forth in Section 2(a) above. Subject to and in accordance with the terms of the Escrow Agreement, sixteen (16) months following the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter), the Escrow Agent shall deliver any amount remaining in the Escrow Fund to the Seller. Notwithstanding the foregoing and subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, shall be delivered draw request reasonably acceptable to the Seller describing the completed Escrowed Work which is the subject of each draw request, the Title Company shall make monthly disbursements of the Escrowed Funds in the amount of the draw request as described above promptly upon resolution Purchaser completes the Escrowed Work. All work associated with the Escrowed Funds must be completed within twenty-four (24) months of such disputethe Closing, subject to force majeure. For purposes In the event that the Escrowed Work costs exceed the amount of this Agreementthe Escrowed Funds, “Business Day” means Seller shall mean not be responsible or obligated to provide any dayadditional proceeds. In the event that the Escrowed Work costs are less than the amount of the Escrowed Funds, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, any remaining funds shall be authorized immediately remitted to Seller. In the event that the work associated with the Escrowed Funds is not completed within the twenty-four (24) month time period subject to force majeure, Purchaser shall pay to Seller, out of the Escrowed Funds, a fee of Five Thousand dollars ($5,000.00) per month until the Escrowed Funds are exhausted or required by law until the work is completed, whichever comes first. Seller shall not be responsible to closereplenish the Escrowed Funds and will be relieved of any further obligations in connection with the Escrowed Work.

Purchase Price; Escrow. (a) Subject to any adjustments as required by Sections 2.2(c), 2.2(d) and 2.5, the terms and conditions of this Agreement, in full consideration purchase price (the “Purchase Price”) for the purchase by Buyer Membership Interests shall be equal to the lesser of the Assets, Buyer shall cause to be paid and issued, as the case may be, to Seller on the dates set forth below: (i) $45,000,000 63,100,000 (the “Cash Component”), shall be paid to Seller on the Closing Date, subject to the escrow requirements set forth in Section 2(c) below; (ii) a warrant (the “Unit WarrantMaximum Purchase Price”) to purchase shares of Buyer’s common stock, $0.001 par value per share (the “Common Stock”), in the form attached hereto as Exhibit B shall be issued to Seller on the earlier of (A) the effective date of the UW Registration Statement or (B) December 31, 2009. (iii) a warrant (the “Studio Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008***. (b) The Unit Warrant, Purchaser shall deposit at least three (3) business days following the Studio Warrant and Effective Date the Non-Contingent Warrant shall be collectively referred to herein as xxxxxxx money deposit in the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares amount of Common Stock issuable upon exercise of the Warrants shall be registered in accordance *** with the provisions of Section 13 below. (c) On the Closing Date, Buyer shall deliver $6,000,000 of the Cash Component to Xxxxx Fargo Bank, NAChicago Title Insurance Company, as escrow agent (the “Escrow Agent”), pursuant to an Escrow Agreement in form and substance reasonably satisfactory to the parties hereto. (c) If during the ninety (90) day period following the Closing Date, the Company is unable to collect, following the exercise by Purchaser and the Company of their respective reasonable best efforts (without the requirement of paying any amounts to any third party and which efforts shall be held reasonably consistent with the Company’s prior collection practices), any rental payments due under any Uncommenced Tenant Lease, then Purchaser shall provide written notice of such fact to Seller no later than ten (10) business days after the expiration of such ninety (90) day period. On the second (2nd) business day after receipt of such notice, Seller shall pay to Purchaser an amount equal to ***. If requested by Purchaser in escrow the ninety (90) day period following the Closing Date, Seller promptly shall use its commercially reasonable efforts and shall cooperate with Purchaser and the Company in connection with collecting the rental payments referred to in the preceding sentence. (d) On the fifth (5th) business day prior to the Closing, the Company and Seller shall provide to Purchaser a certification (the “Escrow FundTower Cash Flow Statement”) subject setting forth in reasonable detail their good faith determination of the estimated aggregate Tower Cash Flow for all Towers of the Company as of the Closing (the “Closing Date Tower Cash Flow”), which determination shall be calculated in a manner consistent with the Company’s determination of Tower Cash Flow for each Tower of the Company provided in the August Tower Cash Flow Statement. The Company shall, and Seller shall cause the Company to, provide Purchaser with any supporting detail as reasonably requested by Purchaser in order for Purchaser to review, prior to the escrow agreement attached Closing, the Company’s estimation of the Closing Date Tower Cash Flow. Attached hereto as Exhibit E G is the Company’s determination of the aggregate Tower Cash Flow as of August 31, 2004 (the “Escrow AgreementAugust Tower Cash Flow Statement”) for and the purposes parties hereby acknowledge and agree that the same policies, methodology and principles used in such August Tower Cash Flow Statement (including the items of securing expenditure included in such calculation and the Seller’s indemnity obligations under this Agreementitems of expenditure included in the Selling, General and Administrative Expenses) shall be used in the calculation of the Closing Date Tower Cash Flow. The amount deposited into Closing Date Tower Cash Flow, as calculated by the Escrow Fund shall be deducted from the Cash Component otherwise deliverable to Seller as Company and set forth in the Tower Cash Flow Statement, shall be used for purposes of calculating the payment to be made at the Closing pursuant to Section 2(a2.3(c)(i). Within thirty (30) above. Subject days after the Closing, Purchaser shall have the opportunity to further review the Tower Cash Flow Statement and in accordance provide to Seller an Objection Notice if Purchaser disagrees with the terms Company’s calculation of the Escrow Agreement, sixteen (16) months following the Closing Date (orTower Cash Flow, if which Objection Notice shall set forth Purchaser’s calculation of the aggregate Tower Cash Flow for all Towers of the Company as of the Closing. If Purchaser provides such date is not on a Business DayObjection Notice, the first Business Day thereafter), determination of the Escrow Agent Closing Date Tower Cash Flow shall deliver any amount remaining in the Escrow Fund be referred to the Seller. Notwithstanding the foregoing Accounting Firm for resolution and subject to and final determination as provided in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, shall be delivered to the Seller as described above promptly upon resolution of such dispute. For purposes Section 2.6 of this Agreement, “Business Day” means following which Seller shall mean pay, on the second (2nd) business day following such resolution, any dayreduction in the Purchase Price consistent with such resolution, other than together with interest thereon at the Agreed Rate from the Closing Date through the date of such payment; it being acknowledged and agreed that the final determination of the Closing Date Tower Cash Flow shall be made based only on the facts and circumstances as in existence on the Closing Date. Any such payment by Seller in accordance with this Section 2.2(d) shall be deemed a Saturdayreduction in the Purchase Price. Nothing contained in this Section 2.2(d), Sunday including any final determination of the Closing Date Tower Cash Flow, pursuant to Section 2.6 or a day on which banks located in San Francisco, Californiaotherwise, shall be authorized deemed to constitute a waiver by Purchaser of any representations and warranties of Seller under this Agreement or required by law to closeany rights or remedies of Purchaser under this Agreement or otherwise.

Purchase Price; Escrow. (a) Subject to the terms and conditions of this Agreement, in In full consideration for the purchase by Buyer of the Assets, Buyer shall cause to be paid and issued, as the case may be, to Seller on the dates set forth below: shall: (i) $45,000,000 (the “Cash Component”), shall be paid cause to Seller on the Closing Date, subject to the escrow requirements set forth in Section 2(c) below; (ii) a warrant (the “Unit Warrant”) to purchase shares of Buyer’s common stock, $0.001 par value per share (the “Common Stock”), in the form attached hereto as Exhibit B shall be issued to Seller on the earlier 158,480 unregistered shares of (A) the effective date of the UW Registration Statement or (B) December 31Buyer common stock, 2009. (iii) a warrant par value $0.001 (the “Studio WarrantBuyer Shares”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008). (b) The Unit Warrant, the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below. (c) On At the Closing Date, Buyer shall deliver $6,000,000 twenty percent (20%) of the Cash Component Buyer Shares (the “Escrow Fund”) to Xxxxx Fargo BankThe Bank of New York Trust Company, NAN.A., as escrow agent (the “Escrow Agent”), which shall be held in escrow (the “Escrow FundEscrow”) subject to the escrow agreement attached hereto as Exhibit E C (the “Escrow Agreement”) for the purposes of securing the Seller’s and the Shareholders’ indemnity obligations under this Agreement. The amount Buyer Shares deposited into the Escrow Fund shall be deducted from the Cash Component number of shares of Buyer Shares otherwise deliverable to Seller as set forth in Section 2(a) above. Subject to and in accordance with the terms of the Escrow Agreement, sixteen twelve (1612) months following the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter), the Escrow Agent shall may deliver any amount all Buyer Shares remaining in the Escrow Fund to the Seller. Notwithstanding the foregoing and subject Subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery (i) the equivalent of any amounts then in dispute relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, shall be delivered to the Seller as described above promptly upon resolution of such dispute, (ii) up to 15,848 Buyer Shares if, on the date which is twelve (12) months following the Closing Date, Xxxxxxx X. Xxxxxx, III is not then an employee of Buyer (other than as a result of (A) termination of his employment by Buyer without “Cause”, as defined in said employee’s employment agreement or (B) termination of his employment by said employee due to “Constructive Termination”, as defined in said employee’s employment agreement) and (iii) up to 15,848 Buyer Shares if, on the date which is twelve (12) months following the Closing Date, Xxxxxxx Xxxxxxxxxxx is not then an employee of Buyer (other than as a result of (A) termination of his employment by Buyer without “Cause”, as defined in said employee’s employment agreement or (B) “Constructive Termination”, as defined in said employee’s employment agreement). For purposes of this Agreement, “Business Day” means shall mean any day, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required by law to close.

Purchase Price; Escrow. (a) Subject In consideration of the sale and transfer of the Purchased Assets and the assumption of the Assumed Liabilities, Buyer agrees to purchase the terms and conditions of this Agreement, in full consideration Purchased Assets from Sellers for the aggregate purchase by Buyer of the Assets, Buyer shall cause to be paid and issued, as the case may be, to Seller on the dates set forth below: (i) $45,000,000 price (the “Cash ComponentPurchase Price”) of $88,000,000 (Eighty Eight Million Dollars), . The Purchase Price shall be paid in cash as provided in Section 2.08(b) and shall be subject to Seller on adjustment as provided in Sections 2.08 and 2.09. CellStar shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets consistent with the allocation of the Purchase Price agreed to by CellStar and Buyer prior to the Closing DateDate in accordance with Schedule 2.07 annexed hereto, subject to the escrow requirements which Schedule shall set forth the allocations in Section 2(c) below; (ii) a warrant (the “Unit Warrant”) to purchase shares of Buyer’s common stock, $0.001 par value per share (the “Common Stock”), in the form attached hereto as Exhibit B shall be issued to Seller on the earlier of (A) the effective date respect of the UW Registration Statement or (B) December 31, 2009. (iii) a warrant (the “Studio Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008respective Sellers. (b) The Unit Warrant, At the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below. (c) On the Closing DateClosing, Buyer shall deliver deposit $6,000,000 8,800,000 (Eight Million Eight Hundred Thousand Dollars) of the Cash Component to Xxxxx Fargo Bank, NA, as escrow agent Purchase Price amount (the “Escrow AgentAmount”), which shall be held in escrow ) into an Escrow Account (the “Escrow FundAccount”) subject ), pursuant to the escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”) for the purposes of securing the Seller’s indemnity obligations under this Agreement. The amount deposited into the Escrow Fund shall be deducted from the Cash Component otherwise deliverable to Seller as set forth in Section 2(a) above. Subject to and in accordance with the terms of the Escrow Agreement, sixteen (16) Agreement as security for the indemnification obligations of CellStar pursuant to Section 10.01 for a period of six months following from the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter“Escrow Period”), . The Escrow Amount shall be held and disbursed from the Escrow Agent shall deliver any amount remaining Account in the Escrow Fund to the Seller. Notwithstanding the foregoing and subject to and manner set forth in accordance with the terms of the Escrow Agreement, it being acknowledged by the Parties that the escrow arrangements contemplated hereby, including the Escrow Agent may withhold from such delivery Agreement, shall be available as a non-exclusive remedy for any claim for a breach of the equivalent of any amounts then representations, warranties and covenants contained in dispute relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, shall be delivered to the Seller as described above promptly upon resolution of such dispute. For purposes of this Agreement, “Business Day” means shall mean including any day, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required by law to closeclaim under Article 10 hereof.

Purchase Price; Escrow. (a) Subject to the terms and conditions of this Agreement, in In full consideration for the purchase by Buyer of the Assets, Buyer shall cause to be paid and issued, as the case may be, to Seller on the dates set forth below: shall: (i) $45,000,000 (the “Cash Component”), shall be paid cause to Seller on the Closing Date, subject to the escrow requirements set forth in Section 2(c) below; (ii) a warrant (the “Unit Warrant”) to purchase shares of Buyer’s common stock, $0.001 par value per share (the “Common Stock”), in the form attached hereto as Exhibit B shall be issued to Seller on the earlier seven hundred thousand (700,000) unregistered shares of (A) the effective date of the UW Registration Statement or (B) December 31Rainmaker common stock, 2009. (iii) a warrant par value $0.001 (the “Studio WarrantBuyer Shares”); and (ii) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of pay forty thousand dollars (A$40,000) the effective date of the SW Registration Statement or (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent WarrantCash Consideration”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008accordance with Section 2(c). (b) The Unit Warrant, the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below. (c) On At the Closing Date, Buyer shall deliver $6,000,000 twenty percent (20%) of the Cash Component Buyer Shares (the “Escrow Fund”) to Xxxxx Fargo BankThe Bank of New York Trust Company, NAN.A., as escrow agent (the “Escrow Agent”), which shall be held in escrow (the “Escrow FundEscrow”) subject to the escrow agreement attached hereto as Exhibit E C (the “Escrow Agreement”) for the purposes of securing the Seller’s and the Members’ indemnity obligations under this Agreement. The amount Buyer Shares deposited into the Escrow Fund shall be deducted from the Cash Component number of shares of Buyer Shares otherwise deliverable to Seller as set forth in Section 2(a) aboveSeller. Subject to and in In accordance with the terms of the Escrow Agreement, sixteen (16) twelve months following the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter), the Escrow Agent shall will deliver any amount all Buyer Shares remaining in the Escrow Fund to the Seller. Notwithstanding the foregoing and subject Subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, shall be delivered to the Seller as described above promptly upon resolution of such dispute; and provided further, the Escrow Agent shall withhold from such delivery the equivalent of any liabilities set forth in Section 4(a) that remain outstanding until such time as all such liabilities are fully discharged. For purposes of this Agreement, “Business Day” means shall mean any day, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required by law to close.

Purchase Price; Escrow. (a) Subject to The purchase price for each New Share shall be $2.50, and the terms and conditions of this Agreement, in full consideration aggregate respective purchase price for the purchase by Buyer of the Assets, Buyer shall cause New Shares to be paid and issued, as by each of the case may be, to Seller on Buyers (the dates "Purchase Price") is set forth below: opposite the name of each in Exhibit A. At the Closing, each Buyer shall pay to the Company its respective Purchase Price for the New Shares in immediately available funds. Such payments shall be effected through Williams, Mullen, Xxxxx & Xxxxxxx (i) $45,000,000 (the “Cash Component”"WMCD"), shall be paid to Seller on the Closing Date, subject counsel to the Company, who shall serve as escrow requirements set forth in Section 2(cagent. At least two (2) days prior to the Closing, each Buyer shall provide to and deposit with WMCD available funds equal to its respective Purchase Price for the New Shares. Such escrow deposits may be effected by wire transfer as provided below; (ii) a warrant (the “Unit Warrant”) : ESCROW WIRE TRANSFER INSTRUCTIONS Wire to: Wachovia Bank, Richmond, Va. ABA No.: 000000000 Acct. No.: 7901181866 Acct. Name: Williams, Mullen, Xxxxx & Xxxxxxx General Trust Account Contact Xxxxxx Xxxxxxxx at 000-0000 X0000 to purchase shares verify receipt of Buyer’s common stock, $0.001 par value per share (the “Common Stock”), in the form attached hereto as Exhibit B shall be issued to Seller on the earlier of (A) the effective date of the UW Registration Statement or (B) December 31, 2009. (iii) a warrant (the “Studio Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008wire. (b) The Unit Warrantparties authorize WMCD to pay all such escrowed funds (the "Escrowed Funds") to the Seller upon: (i) WMCD having received in such escrow, including funds received from the Studio Warrant Direct Purchasers, a total of $2,483,855 (the total purchase price due the Seller for the sale of the Shares pursuant to the Xxxxxxx Agreement) in available funds; (ii) Receipt by WMCD of certificates evidencing the 993,542 Shares, along with duly executed stock powers providing for the transfer of the Shares to the Direct Purchasers and the Non-Contingent Warrant shall be collectively referred Company as provided in the Xxxxxxx Agreement; and (iii) WMCD having received no objection prior to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of Closing from any Buyer hereunder or any Direct Purchaser or the Warrants shall be registered in accordance with the provisions of Section 13 belowCompany. (c) On the Closing Date, Buyer shall deliver $6,000,000 The Company and each of the Cash Component to Xxxxx Fargo Bank, NA, as escrow agent (Buyers hereby expressly authorize the “Escrow Agent”), which shall be held in escrow (the “Escrow Fund”) subject to the escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”) for the purposes manner of securing the Seller’s indemnity obligations under this Agreement. The amount deposited into the Escrow Fund shall be deducted from the Cash Component otherwise deliverable to Seller as payment set forth in this Section 2(a) above. Subject to and in accordance with the terms of the Escrow Agreement, sixteen (16) months following the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter), the Escrow Agent shall deliver any amount remaining in the Escrow Fund to the Seller. Notwithstanding the foregoing and subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, shall be delivered to the Seller as described above promptly upon resolution of such dispute. For purposes of this Agreement, “Business Day” means shall mean any day, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required by law to close1.

Purchase Price; Escrow. (a) Subject to the terms and conditions of this Agreement, in full consideration 2.1 The price for the purchase by Buyer Shares shall be an amount of EUR 411,100,000 (Euro four hundred eleven million one hundred thousand) plus interest accrued on such amount at a rate of 3% p.a. (three per cent per annum) calculated on the basis of the Assetsdays elapsed between the Locked Box Accounts Date (excluding) and the Closing Date (including) divided by 366, Buyer less any amounts of known Leakage set out in the Payment Schedule, (such amount plus interest the Purchase Price) which shall cause to be paid payable on Closing. 2.2 At Closing, the Seller and issuedthe Purchaser shall conclude with Xx. Xxxxxxx Xxxxxxxx, as the case may benotary public in Vienna, to Seller on the dates set forth below: (i) $45,000,000 Austria (the “Cash Component”), shall be paid to Seller on the Closing Date, subject to the Escrow Agent) an escrow requirements set forth in Section 2(c) below; (ii) a warrant (the “Unit Warrant”) to purchase shares of Buyer’s common stock, $0.001 par value per share (the “Common Stock”)agreement, in the form as attached hereto as Exhibit B shall be issued to Seller on the earlier of (A) the effective date of the UW Registration Statement or (B) December 31, 2009. (iii) a warrant Schedule 1 (the “Studio Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008. (b) The Unit Warrant, the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below. (c) On the Closing Date, Buyer shall deliver $6,000,000 of the Cash Component to Xxxxx Fargo Bank, NA, as escrow agent (the “Escrow Agent”), which shall be held in escrow (the “Escrow Fund”) subject to the escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”) for the purposes of securing the Seller’s indemnity obligations under this Agreement. The amount deposited into the Escrow Fund shall be deducted from the Cash Component otherwise deliverable to Seller as set forth in Section 2(a) above). Subject to and in accordance with the terms of the Escrow Agreement, sixteen (16) months following the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter), Agreement the Escrow Agent shall deliver any amount remaining in will set-up a bank account kept with Notartreuhandbank AG prior to Closing (the Escrow Fund Account); The Escrow Account shall be operated in accordance with Schedule 2. 2.3 The Purchase Price is payable by wire transfer in immediately available funds, free of any costs, fees, set-off or deductions (except for any charges deducted by Seller’s receiving bank) on Closing as follows: (a) an amount of EUR 35,000,000 (Euro thirty-five million) into the Escrow Account under the Escrow Agreement as part of the Purchase Price (the Escrow Amount) which shall secure any and all possible liabilities of the Seller towards the Purchaser arising out of or in connection with this Agreement, in particular any possible claims of the Purchaser for a breach of any of the Warranties given by the Seller in this Agreement and/or the Tax Indemnity, if any; and (b) the Purchase Price less the Escrow Amount (the Closing Portion) to the Seller. Notwithstanding the foregoing and subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, shall be delivered to the Seller as described above promptly upon resolution of such dispute. For purposes of this Agreement, “Business Day” means shall mean any day, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required by law to close’s Bank Account.

Purchase Price; Escrow. (a) Subject to the terms and conditions of this Agreement, in full consideration for the The aggregate purchase by Buyer of the Assets, Buyer shall cause to be paid and issued, as the case may be, to Seller on the dates set forth below: (i) $45,000,000 price (the “Purchase Price”) for the Acquired Assets shall be equal to (A) One Million Dollars ($1,000,000) (the “Purchase Cash ComponentAmount”), shall be paid to Seller on the Closing Date, subject to the escrow requirements set forth in Section 2(cplus (B) below; (ii) a warrant (the “Unit Warrant”) to purchase one million shares of Buyerthe Purchaser’s common stock, par value $0.001 par value per share (the “Common Stock”), in the form attached hereto as Exhibit B shall be issued to Seller on the earlier of (A) the effective date of the UW Registration Statement or (B) December 31, 2009. (iii) a warrant (the “Studio Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008. (b) The Unit Warrant, the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below. (c) On the Closing Date, Buyer shall deliver $6,000,000 of the Cash Component to Xxxxx Fargo Bank, NA, as escrow agent (the “Escrow AgentPurchase Shares”), which shall be held paid as follows: (i) The Purchase Shares shall be transferred to the Company within thirty (30) days of the Effective Date; provided (a) that the Company and its designated recipient of the Purchase Shares shall execute such certificates and other documents in escrow connection with the issuance of the Purchase Shares as Purchaser shall reasonably demand, (b) that the Assignment and the transfer of all titles related to the Acquired Assets , and (c) that the Company has caused Dr. Syang Xxxx Xx, in his advisory capacity with Purchaser, will have completed submission of all applications for relevant business and manufacturing licenses for Purchaser’s business and the Purchaser has received all such business and manufacturing licenses prior to the issuance of the Purchase Shares; (ii) Six Hundred Thousand Dollars ($600,000) of the Purchase Cash Amount shall be paid to the Company on or before the six month anniversary of the Effective Date (the “Escrow FundInitial Cash Payment”) subject ); provided that the Initial Cash Payment shall not be made prior to the escrow agreement attached hereto as Exhibit E completion of the Assignment, the transfer of all titles related to the Acquired Assets, and the transfer of all Governmental Authorizations; and (iii) The remaining Four Hundred Thousand Dollars ($400,000) of the Purchase Cash Amount shall be paid to the Company on or before the twelve month anniversary of the Effective Date (the “Escrow AgreementFinal Cash Payment”); provided that (a) for the purposes of securing the Seller’s indemnity obligations under this Agreement. The amount deposited into the Escrow Fund Final Cash Payment shall be deducted from reduced by the amount of any pending claims for indemnification made by any Purchaser Indemnitees until such claims are resolved, but not below Zero Dollars ($0) (the amount of such reduction, the “Holdback Amount”); and (b) that the Final Cash Component otherwise deliverable Payment shall not be made prior to Seller as set forth in Section 2(a) above. Subject to and in accordance with the terms completion of the Escrow Agreement, sixteen (16) months following the Closing Date (or, if such date is not on a Business DayAssignment, the first Business Day thereafter), the Escrow Agent shall deliver any amount remaining in the Escrow Fund transfer of all titles related to the Seller. Notwithstanding Acquired Assets, and the foregoing and subject to and in accordance with the terms transfer of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, shall be delivered to the Seller as described above promptly upon resolution of such dispute. For purposes of this Agreement, “Business Day” means shall mean any day, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required by law to closeall Governmental Authorizations.

Purchase Price; Escrow. (a) Subject to the terms and conditions of this Agreement, in As full consideration for the purchase by Buyer sale, purchase, assignment, transfer and delivery of the AssetsRP101 Assets as contemplated hereby, at Closing Buyer shall pay to Resistys cash in the aggregate amount of One Million Six Hundred Eighty Thousand Dollars ($1,680,000) (the “Purchase Price”). The Buyer and Seller agree that, at Closing, Buyer shall cause to be paid and issued, pay the Purchase Price as the case may be, to Seller on the dates set forth below:follows: (a) (i) Forty Nine Thousand Seven Hundred Sixty One Dollars and Forty Eight Cents ($45,000,000 (the “Cash Component”), 49,761.48) shall be paid to Licensor on behalf of Seller in payment of the amount owed to RESprotect as indicated on Schedule 5.3, and (i) One Hundred Thirteen Thousand Five Hundred Eighty Nine Dollars and Sixty Three Cents ($113,589.63) shall be paid to PRA on behalf of Seller in payment of the Closing Dateamount owed to PRA as indicated on Schedule 5.3, subject to the escrow requirements set forth in Section 2(c) below; (ii) a warrant (the “Unit WarrantDirect Payments”), and (b) to purchase shares of Buyer’s common stock, One Million Five Hundred Sixteen Thousand Six Hundred Forty Eight Dollars and Eighty Nine Cents ($0.001 par value per share 1,516,648.89) (the “Common StockPurchase Price Balance”), in the form attached hereto as Exhibit B ) shall be issued paid to Seller on the earlier of (A) the effective date of the UW Registration Statement or (B) December 31, 2009. (iii) a warrant (the “Studio Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008. (b) The Unit Warrant, the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below. (c) On the Closing Date, Buyer shall deliver $6,000,000 of the Cash Component to Xxxxx Fargo Bank, NA, as escrow agent Xxxxxx Xxxxxx Xxxxxxxx LLP (the “Escrow Agent”), which who shall be held hold the Purchase Price Balance in escrow (the “Escrow Fund”) subject pursuant to the escrow agreement Escrow Agreement attached hereto as Exhibit E 4.1 (the “Escrow Agreement”) for the purposes of securing the Seller’s indemnity obligations under this Agreement). The amount deposited into As provided in the Escrow Fund Agreement, at Closing the Escrow Agent shall be deducted from use the Cash Component otherwise deliverable Purchase Price Balance to Seller pay the amounts owed to the Creditors as set forth in Section 2(aSchedule 5.3 of the Disclosure Schedule (except the Direct Payments, which shall be paid by Buyer as set forth above in this paragraph), and shall hold the balance remaining after making such payments in escrow for a period of thirty (30) abovedays (the “Escrow Period”). Subject During the Escrow Period, if Buyer, Seller or Escrow Agent becomes aware of the existence of any other creditors of Seller or additional claims of existing Creditors, they shall promptly inform the other parties. If after consultation among Buyer and Seller, the parties agree as to the validity of any such claims, Buyer and in accordance with Seller shall instruct the terms Escrow Agent to pay such claims out of the remaining balance of the Purchase Price Balance. Upon the expiration of the Escrow AgreementPeriod, sixteen (16) months following the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter), the Escrow Agent shall deliver any amount remaining in the Escrow Fund to the Seller. Notwithstanding the foregoing and subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of balance less any amounts then in dispute relating equal to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, any pending unresolved claims shall be delivered distributed to the Seller as described above promptly upon resolution of such dispute. For purposes of this Agreement, “Business Day” means shall mean any day, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required by law to closeResistys.

Purchase Price; Escrow. (a) Subject In addition to the terms and conditions of this Agreementany other amounts due hereunder, in full consideration for the purchase by Buyer of the Assetssale, assignment, conveyance, license and delivery of the Purchased Assets under Article II, Buyer shall cause shall, upon the Closing, assume the Assumed Liabilities and pay to be paid Seller One Hundred Eighty Five Million Dollars ($185,000,000), subject to adjustment as provided in subsections (c) and issued(d) below and Section 2.8 (the “Purchase Price”), as the case may be, to Seller on the dates set forth below: follows: (i) One Hundred Seventy Five Million Dollars ($45,000,000 (the “Cash Component”), shall be paid to Seller on the Closing Date, subject 175,000,000) by wire transfer of immediately available funds to the escrow requirements Seller Account and (ii) Ten Million Dollars ($10,000,000) to the Escrow Account, as set forth in Section 2(c) below; (ii) a warrant (the “Unit Warrant”) to purchase shares of Buyer’s common stock, $0.001 par value per share (the “Common Stock”2.6(b), in the form attached hereto as Exhibit B shall be issued to Seller on the earlier of (A) the effective date of the UW Registration Statement or (B) December 31, 2009. (iii) a warrant (the “Studio Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008. (b) The Unit Warrant, At the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below. (c) On the Closing DateClosing, Buyer shall deliver deposit Ten Million Dollars ($6,000,000 of 10,000,000) (the Cash Component to Xxxxx Fargo Bank, NA, as “Escrow Amount”) into an escrow account (the “Escrow Account”) with an escrow agent that is a nationally recognized U.S. bank mutually agreed to by the Parties (the “Escrow Agent”), which shall to be held in escrow (the “Escrow Fund”) subject and distributed pursuant to the escrow agreement attached hereto terms and conditions of an Escrow Agreement, dated as Exhibit E of the Closing Date, by and among Buyer, Seller and the Escrow Agent, in a form to be negotiated in good faith and mutually agreed by the Parties (the “Escrow Agreement”); provided, that any portion of the Escrow Amount not distributed pursuant to the terms and conditions of the Escrow Agreement prior to April 15, 2009, less the amount of any then-unresolved claims for indemnity previously asserted in writing by Buyer against Seller (which assertion sets forth such claims in reasonable detail), shall be released to Seller on such date. The Escrow Amount shall be used to satisfy (i) for the purposes indemnification obligations of securing the Seller’s indemnity obligations Seller under Article XI of this Agreement. The amount deposited into , and (ii) any payment obligations of Seller under the Escrow Fund shall be deducted from the Cash Component otherwise deliverable to Seller as Purchase Price adjustments set forth in Section 2(a2.8; but in no way shall the Escrow Amount be interpreted to limit the amount of, or provide a cap to, such indemnification obligation or Purchase Price adjustments. (c) above. Subject to and in accordance with the terms As part of the Escrow AgreementClosing, sixteen all real and personal property taxes, rents, business, license or other prepaid fees (16including PDUFA fees paid to the FDA) months following and utility and other charges with respect to Purchased Assets shall be prorated as of the Effective Time. Such prorations shall be based on the most recent financial information available to Seller as of the Closing Date. Seller shall be responsible for all such expenses and charges allocable to all times up to the Effective Time and Buyer shall be responsible for all such expenses and charges allocable to all times after the Effective Time. Seller shall provide to Buyer at least three (3) business days prior to the Closing Date a schedule describing in reasonable detail all such prorated amounts relating to any Purchase Price adjustment. Buyer and Seller shall determine in good faith an appropriate adjustment to the Purchase Price in the amount of the proration allocated to Buyer described in the prior sentence. (or, if such date is not on a Business Dayd) Also as part of the Closing, the first Business Day thereafter), Purchase Price shall be increased by the Escrow Agent amount of any BSBU Prepaid Expenses and by the amount of any credit memoranda or positive balances with vendors under Assigned Contracts. Seller shall deliver any amount remaining in the Escrow Fund provide to Buyer at least three (3) days prior to the Seller. Notwithstanding the foregoing Closing Date a schedule describing in reasonable detail all such BSBU Prepaid Expenses, credit memoranda and subject to and in accordance balances with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute vendors relating to indemnification obligations arising under this Agreement, provided that the withheld amount, to the extent not applied in satisfaction of indemnification obligations, shall be delivered to the Seller as described above promptly upon resolution of such dispute. For purposes of this Agreement, “Business Day” means shall mean any day, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required by law to closePurchase Price adjustment.

Purchase Price; Escrow. Section 2.1. The purchase price for the Property shall be $27,700,000.00 (the “Purchase Price”). The Purchase Price shall be payable as follows: (a) Subject to Five-Hundred Thousand Dollars ($500,000.00) in cash or certificated Operating Partnership Units of Buyer (“OP Units”) within three (3) business days after the terms mutual execution and conditions delivery of this Agreement, and, if cash, in full consideration for the purchase by Buyer of the Assets, Buyer shall cause to be paid and issued, as the case may be, to Seller on the dates set forth below: (i) $45,000,000 immediately available wired federal funds (the “Cash ComponentInitial Deposit”), shall to be paid to Seller on the Closing Date, subject to the escrow requirements set forth in Section 2(c) below; (ii) a warrant (the “Unit Warrant”) to purchase shares of held by Buyer’s common stock, $0.001 par value per share (the “Common Stock”), in the form attached hereto as Exhibit B shall be issued to Seller on the earlier of (A) the effective date of the UW Registration Statement or (B) December 31, 2009. (iii) a warrant (the “Studio Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit C shall be issued to Seller on the earlier of (A) the effective date of the SW Registration Statement or (B) December 31, 2009; and (iv) a warrant (the “Non-Contingent Warrant”) to purchase Buyer’s Common Stock in the form attached hereto as Exhibit D shall be issued to Seller on the earlier of (A) the later of the effective date of the NCW Registration Statement and January 1, 2008 or (B) December 31, 2008. (b) The Unit Warrant, the Studio Warrant and the Non-Contingent Warrant shall be collectively referred to herein as the “Warrants.” The Warrants shall be issued to Seller in private placements. The shares of Common Stock issuable upon exercise of the Warrants shall be registered in accordance with the provisions of Section 13 below. (c) On the Closing Date, Buyer shall deliver $6,000,000 of the Cash Component to Xxxxx Fargo Bank, NA, as escrow agent counsel (the “Escrow Agent”). The value and number of the OP Units to be paid by Buyer to the Seller under this Agreement as Deposits or Extension Fees shall be calculated based on the most current net asset value of such Units on Buyer’s books at time of payment. (b) Five-Hundred Thousand Dollars ($500,000.00) in cash or OP Units within two (2) business days following the expiration of the Due Diligence Period (as hereinafter defined in Section 4.1(a) and , which shall if cash, in immediately available wired federal funds (the “Additional Deposit”), to be held in escrow by Escrow Agent (the Initial Deposit, the Additional Deposit and the Extension Deposit (if any), being referred to herein collectively as the “Escrow FundDeposit”). (c) the balance of the Purchase Price equal to the gross purchase price of $27,700,000.00 through issuance of OP Units paid off at closing by Buyer less any debt of Bank Mortgages, subject to prorations and adjustments for which provision is made elsewhere in this Agreement, will be paid by Buyer through issuance of OP Units to be converted for cash through conversion of the OP Units to common shares of Buyer within 90 days and subsequently sold for cash. If at least $5,000,000 (Five Million Dollars USD) of OP Units are not converted to common shares of Buyer within 90 days of the closing date herein, then Buyer is required to buy $5,000,000 (Five Million Dollars USD) of OP Units from Seller with cash, at the last reported Net Asset Value (“NAV”) subject to purchase the Property on the closing date; the remainder OP Units issued to Seller shall be converted to Buyer’s own common shares or shares from other publicly traded companies in which Buyer receives those shares, by December 31, 2018. Buyer herein is required to buy back any and all OP Units that are not converted into publicly traded common shares by December 31, 2018, from Seller, with cash, at the last reported NAV used them to purchase the Property on the closing date, and said buy back shall occur before January 30, 2019. Section 2.2. The Deposit shall be held by the Escrow Agent in a separate, federally insured, interest-bearing escrow account in accordance with the provisions of this Agreement, including, without limitation, the escrow agreement attached hereto as instructions set forth on Exhibit E (B annexed hereto. In the “Escrow Agreement”) for event the purposes of securing Closing does occur, any interest earned on the Seller’s indemnity obligations under this Agreement. The amount deposited into the Escrow Fund Deposit shall be deducted from paid to Buyer and credited against the Cash Component otherwise deliverable to Seller as set forth in Section 2(a) abovePurchase Price. Subject to In the event the Closing does not occur, the Deposit and any interest thereon will be disposed of in accordance with the terms of the Escrow Agreement, sixteen (16) months following the Closing Date (or, if such date is not on a Business Day, the first Business Day thereafter), the Escrow Agent shall deliver any amount remaining in the Escrow Fund to the Seller. Notwithstanding the foregoing and subject to and in accordance with the terms of the Escrow Agreement, the Escrow Agent may withhold from such delivery the equivalent of any amounts then in dispute relating to indemnification obligations arising under this Agreement, provided that including, without limitation, Article X. In the withheld amount, to event there is a conflict between the extent not applied in satisfaction of indemnification obligations, shall be delivered to the Seller as described above promptly upon resolution of such dispute. For purposes provisions of this AgreementAgreement and the provisions of the supplemental escrow instructions, “Business Day” means the provisions of this Agreement shall mean any day, other than a Saturday, Sunday or a day on which banks located in San Francisco, California, shall be authorized or required by law to closegovern.