Common use of Purchase Price; Payment of Consideration Clause in Contracts

Purchase Price; Payment of Consideration. Purchaser shall pay the following purchase price for the Shares (the “Purchase Price”): (a) The Purchase Price, and all cash payments and issuances of stock as components thereof pursuant to the subclauses of this Section 2.3(a), shall be paid or issued to the Sellers on a pro rata basis based on the number of Shares held by each Seller as of the date of this Agreement. The components of the Purchase Price shall be paid and issued in the following manner: (i) SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS ($700,000.00) (“Cash Purchase Price”) paid to Sellers at Closing in the form of a wire transfer. (ii) At the Closing, Sellers shall receive an aggregate of Four Thousand One Hundred Fifty (4,150) shares of Series F Preferred Stock of Purchaser (the “Preferred Stock”), with terms and conditions as set forth in a Certificate of Designation substantially in the form of Exhibit A hereto (the “Certificate of Designation”). (iii) Upon the Closing of the Purchaser’s IPO (as defined below), Sellers shall receive a number of shares of the common stock of Purchaser (the “Common Stock”) equal to the quotient obtained by dividing (A) $200,000 by (B) the offering price per share of Common Stock in the IPO (and rounding such quotient down such that no fractional shares will be issued). (iv) At the Closing, the Sellers shall receive FIVE MILLION (5,000,000) shares of Common Stock (and together with the Preferred Stock, the “Purchaser Shares”). Subject to the Subordination Agreement, the Sellers are receiving the right, at their sole option, whether acting individually or jointly, to put (the “Put Right”) all or any portion of the Common Stock to Purchaser, for Purchaser to purchase at a price equal to ten cents ($0.10) per share of Common Stock (as adjusted for stock splits, stock dividends, recapitalizations and the like), upon such date which is eighteen (18) months after Closing (the “Exercise Date”); provided, however, for clarification purposes, the Put Right is exercisable at the sole option of either or both Sellers, is based upon current capitalization associated with the Purchaser Shares, and shall not be deemed to set a fixed valuation for the Common Stock except as specifically provided for in this Section 2.3(a)(iv) with respect to exercise of the Put Right within the Exercise Period (as hereinafter defined). The Put Right shall remain exercisable for a sixty (60) day period after the Exercise Date (the “Exercise Period”) and then shall expire and be of no further force and effect; provided, however, that such expiration shall not affect Sellers’ right, whether collectively or individually, to sell the Common Stock on the exchange on which the Common Stock are traded at any time. In addition, for purposes of clarification, there shall be no restriction on sale of the Purchaser Shares except for (A) such restrictions as may be imposed by law or regulation and (B) any transferee of Purchaser Sales shall become a counterparty and be subject to the Subordination Agreement. (b) As additional Purchase Price, during each of the three (3) consecutive twelve (12) month periods beginning on the Closing Date (with each twelve (12) month period referred to as an “Earn Out Period”), Purchaser agrees to pay to or at direction of Sellers, on a pro-rata basis in accordance with their ownership of the Company as of the Closing Date, a sum (the “Earn Out”) equal to twenty percent (20%) of the Company’s EBITDA (as hereinafter defined) that exceeds ONE MILLION TWO HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($1,275,000.00) (the “Target EBITDA”) for a given Earn Out Period. Except as set forth below, all components of EBITDA would be determined in accordance with accounting principles consistent with the Company’s historical practice. The Earn Out shall be calculated and paid to the Sellers no later than sixty (60) days after the end of a given Earn Out Period and shall be paid by wire transfer to or at the direction of Sellers. Purchaser agrees to operate and direct the Company in the ordinary course and good faith, with a commercially reasonable objective to maximize the Earn Out to be paid to Sellers. Upon any Change of Control, the entire amount of the Earn Out shall be due and owing immediately upon the consummation of such Change of Control.

Purchase Price; Payment of Consideration. Subject to the terms and conditions of this Agreement, Purchaser shall pay the following aggregate purchase price set forth in this Section 2.3 for the Shares (the “Purchase Price”):) as follows: (a) The Purchase PriceAt the Closing, and all cash payments and issuances of stock as components thereof pursuant to the subclauses of this Section 2.3(a), Purchaser shall be paid or issued pay to the Sellers on a pro rata basis based on an aggregate amount equal to (i) the number of Shares held by each Seller as product of the date of this AgreementTTM EBITDA and 5.4 (ii) less any Estimated Closing Debt (iii) less any Estimated Company Unpaid Transaction Expenses (iv) plus any Estimated Working Capital Surplus or less any Estimated Working Capital Deficiency (the “Initial Closing Payment”). The components of the Purchase Price shall Initial Closing Payment will be paid and issued in the following manneras follows: (i) SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS Purchaser shall pay the Sellers, with each Seller receiving his respective Pro Rata Share, an aggregate amount equal to ($700,000.00i) the product of the TTM EBITDA and 5.2 (ii) less any Estimated Closing Debt (iii) less any Estimated Company Unpaid Transaction Expenses (iv) plus any Estimated Working Capital Surplus or less any Estimated Working Capital Deficiency (the “Initial Cash Purchase PricePayment”) paid to Sellers at Closing ), less the Escrow Amount, in the form of a wire transfercash. (ii) At the Closing, Sellers Purchaser shall receive issue to Jadevaia an aggregate of Four Thousand One Hundred Fifty (4,150) shares of Series F Preferred Stock of Purchaser (the “Preferred Stock”), with terms and conditions as set forth in a Certificate of Designation substantially in the form of Exhibit A hereto (the “Certificate of Designation”). (iii) Upon the Closing of the Purchaser’s IPO (as defined below), Sellers shall receive a number of shares of the common stock of Purchaser (the “Common Stock”) Stock equal to the quotient obtained by dividing (A) $200,000 (i) the product of TTM EBITDA and 0.2 (ii) less any Estimated Closing Debt (iii) less any Estimated Company Unpaid Transaction Expenses (iv) plus any Estimated Working Capital Surplus or less any Estimated Working Capital Deficiency, by (B) the offering price per Common Stock Price (rounded to the nearest whole share of Purchaser Common Stock in the IPO Stock) (and rounding such quotient down such that no fractional shares will be issued). (iv) At the Closing, the Sellers shall receive FIVE MILLION (5,000,000) shares of Common Stock (and together with the Preferred Stockshares, the “Purchaser SharesInitial Stock Payment”). Subject to the Subordination Agreement, the Sellers are receiving the right, at their sole option, whether acting individually or jointly, to put (the “Put Right”) all or any portion of the Common Stock to Purchaser, for Purchaser to purchase at a price equal to ten cents ($0.10) per share of Common Stock (as adjusted for stock splits, stock dividends, recapitalizations and the like), upon such date which is eighteen (18) months after Closing (the “Exercise Date”); provided, however, for clarification purposes, the Put Right is exercisable at the sole option of either or both Sellers, is based upon current capitalization associated with the Purchaser Shares, and shall not be deemed to set a fixed valuation for the Common Stock except as specifically provided for in this Section 2.3(a)(iv) with respect to exercise of the Put Right within the Exercise Period (as hereinafter defined). The Put Right shall remain exercisable for a sixty (60) day period after the Exercise Date (the “Exercise Period”) and then shall expire and be of no further force and effect; provided, however, that such expiration shall not affect Sellers’ right, whether collectively or individually, to sell the Common Stock on the exchange on which the Common Stock are traded at any time. In addition, for purposes of clarification, there shall be no restriction on sale of the Purchaser Shares except for (A) such restrictions as may be imposed by law or regulation and (B) any transferee of Purchaser Sales shall become a counterparty and be subject to the Subordination Agreement. (b) As additional Purchase Price, during each of the three (3) consecutive twelve (12) month periods beginning on the Closing Date (with each twelve (12) month period referred to as an “Earn Out Period”), Purchaser agrees to pay to or at direction of Sellers, on a pro-rata basis in accordance with their ownership of the Company as of the Closing Date, a sum (the “Earn Out”) equal to twenty percent (20%) of the Company’s EBITDA (as hereinafter defined) that exceeds ONE MILLION TWO HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($1,275,000.00) (the “Target EBITDA”) for a given Earn Out Period. Except as set forth below, all components of EBITDA would be determined in accordance with accounting principles consistent with the Company’s historical practice. The Earn Out shall be calculated and paid to the Sellers no later than Within sixty (60) days after of the end of a given Earn Out Period the Earnout Period, Purchaser shall pay to Jadevaia an aggregate amount equal to (i) 0.6 times the Forward EBITDA (the “Base Earnout Amount”) plus (ii) in the event that the Forward EBITDA equals or exceeds the TTM EBITDA by 5.0% or more, an amount equal to 2.0 times the difference between the Forward EBITDA and the TTM EBITDA (the “Contingent Earnout Amount” and, together with the Base Earnout Amount, the “Earnout Payment”). The Earnout Payment will be paid in cash. (c) The Forward EBITDA calculation shall be paid made within forty-five (45) days of the end of the Earnout Period by wire transfer Purchaser’s independent auditors (or other appropriate third party chosen by Purchaser and reasonably acceptable to or the Sellers) and payment shall be made within sixty (60) days of the end of the Earnout Period. (d) Any Seller may elect to receive a portion of such Seller’s Pro Rata Share of the Initial Cash Payment up to an amount equal to such Seller’s Pro Rata Share of the TTM EBITDA in shares of Purchaser Common Stock in lieu of cash (the “Elected Amount”) provided that (i) such Seller notifies Purchaser of such election at least five (5) Business Days prior to the direction Closing and (ii) the number of Sellers. Purchaser agrees shares to operate and direct be so issued shall be determined by dividing such Seller’s Elected Amount by the Company Common Stock Price. (e) The portion of the Purchase Price constituting the Escrow Amount shall be deposited in the ordinary course and good faith, Escrow Fund with a commercially reasonable objective to maximize the Earn Out to be paid to Sellers. Upon any Change of Control, the entire amount of the Earn Out shall be due and owing immediately upon the consummation of such Change of ControlEscrow Agent in accordance with Section 2.4.

Purchase Price; Payment of Consideration. Subject to the terms and conditions of this Agreement, Purchaser shall pay the following aggregate purchase price set forth in this Section 2.3 for the Shares (the “Purchase Price”):) as follows: (a) The Purchase PriceAt the Closing, and all cash payments and issuances of stock as components thereof pursuant to the subclauses of this Section 2.3(a), Purchaser shall be paid or issued pay to the Sellers on a pro rata basis based on an aggregate amount equal to (i) the number of Shares held by each Seller as product of the date of this AgreementTTM EBITDA and 5.4 (ii) less any Estimated Closing Debt (iii) less any Estimated Company Unpaid Transaction Expenses (iv) plus any Estimated Working Capital Surplus or less any Estimated Working Capital Deficiency (the “Initial Closing Payment”). The components of the Purchase Price shall Initial Closing Payment will be paid and issued in the following manneras follows: (i) SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS Purchaser shall pay the Sellers, with each Seller receiving his respective Pro Rata Share, an aggregate amount equal to ($700,000.00i) the product of the TTM EBITDA and 5.2 (ii) less any Estimated Closing Debt (iii) less any Estimated Company Unpaid Transaction Expenses (iv) plus any Estimated Working Capital Surplus or less any Estimated Working Capital Deficiency, less the Escrow Amount. Xxxxxxxxxx and Xxxx shall receive their Pro Rata share in cash (the “Initial Cash Purchase PricePayment”) paid to Sellers at Closing ), while Jadevaia shall receive his Pro Rata share in the form of a wire transferconvertible note, with a fixed conversion price. The conversion price shall equal the average of the closing prices of the Purchaser’s common stock for the three (3) trading days immediately prior to, but not including, the Closing Date. (ii) At the Closing, Sellers Purchaser shall receive further issue to Jadevaia an aggregate of Four Thousand One Hundred Fifty (4,150) shares of Series F Preferred Stock of Purchaser (the “Preferred Stock”), with terms and conditions as set forth in a Certificate of Designation substantially in the form of Exhibit A hereto (the “Certificate of Designation”). (iii) Upon the Closing of the Purchaser’s IPO (as defined below), Sellers shall receive a number of shares of the common stock of Purchaser (the “Common Stock”) Stock equal to the quotient obtained by dividing (A) $200,000 (i) the product of TTM EBITDA and 0.2 (ii) less any Estimated Closing Debt (iii) less any Estimated Company Unpaid Transaction Expenses (iv) plus any Estimated Working Capital Surplus or less any Estimated Working Capital Deficiency, by (B) the offering price per Common Stock Price (rounded to the nearest whole share of Purchaser Common Stock in the IPO Stock) (and rounding such quotient down such that no fractional shares will be issued). (iv) At the Closing, the Sellers shall receive FIVE MILLION (5,000,000) shares of Common Stock (and together with the Preferred Stockshares, the “Purchaser SharesInitial Stock Payment”). Subject to the Subordination Agreement, the Sellers are receiving the right, at their sole option, whether acting individually or jointly, to put (the “Put Right”) all or any portion of the Common Stock to Purchaser, for Purchaser to purchase at a price equal to ten cents ($0.10) per share of Common Stock (as adjusted for stock splits, stock dividends, recapitalizations and the like), upon such date which is eighteen (18) months after Closing (the “Exercise Date”); provided, however, for clarification purposes, the Put Right is exercisable at the sole option of either or both Sellers, is based upon current capitalization associated with the Purchaser Shares, and shall not be deemed to set a fixed valuation for the Common Stock except as specifically provided for in this Section 2.3(a)(iv) with respect to exercise of the Put Right within the Exercise Period (as hereinafter defined). The Put Right shall remain exercisable for a sixty (60) day period after the Exercise Date (the “Exercise Period”) and then shall expire and be of no further force and effect; provided, however, that such expiration shall not affect Sellers’ right, whether collectively or individually, to sell the Common Stock on the exchange on which the Common Stock are traded at any time. In addition, for purposes of clarification, there shall be no restriction on sale of the Purchaser Shares except for (A) such restrictions as may be imposed by law or regulation and (B) any transferee of Purchaser Sales shall become a counterparty and be subject to the Subordination Agreement. (b) As additional Purchase Price, during each of the three (3) consecutive twelve (12) month periods beginning on the Closing Date (with each twelve (12) month period referred to as an “Earn Out Period”), Purchaser agrees to pay to or at direction of Sellers, on a pro-rata basis in accordance with their ownership of the Company as of the Closing Date, a sum (the “Earn Out”) equal to twenty percent (20%) of the Company’s EBITDA (as hereinafter defined) that exceeds ONE MILLION TWO HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($1,275,000.00) (the “Target EBITDA”) for a given Earn Out Period. Except as set forth below, all components of EBITDA would be determined in accordance with accounting principles consistent with the Company’s historical practice. The Earn Out shall be calculated and paid to the Sellers no later than Within sixty (60) days after of the end of a given Earn Out Period the Earnout Period, Purchaser shall pay to Jadevaia an aggregate amount equal to (i) 0.6 times the Forward EBITDA (the “Base Earnout Amount”) plus (ii) in the event that the Forward EBITDA equals or exceeds the TTM EBITDA by 5.0% or more, an amount equal to 2.0 times the difference between the Forward EBITDA and the TTM EBITDA (the “Contingent Earnout Amount” and, together with the Base Earnout Amount, the “Earnout Payment”). The Earnout Payment will be paid in cash. (c) The Forward EBITDA calculation shall be paid made within forty-five (45) days of the end of the Earnout Period by wire transfer Purchaser’s independent auditors (or other appropriate third party chosen by Purchaser and reasonably acceptable to or the Sellers) and payment shall be made within sixty (60) days of the end of the Earnout Period. (d) Any Seller may elect to receive a portion of such Seller’s Pro Rata Share of the Initial Cash Payment up to an amount equal to such Seller’s Pro Rata Share of the TTM EBITDA in shares of Purchaser Common Stock in lieu of cash (the “Elected Amount”) provided that (i) such Seller notifies Purchaser of such election at least five (5) Business Days prior to the direction Closing and (ii) the number of Sellers. Purchaser agrees shares to operate and direct be so issued shall be determined by dividing such Seller’s Elected Amount by the Company Common Stock Price. (e) The portion of the Purchase Price constituting the Escrow Amount shall be deposited in the ordinary course and good faith, Escrow Fund with a commercially reasonable objective to maximize the Earn Out to be paid to Sellers. Upon any Change of Control, the entire amount of the Earn Out shall be due and owing immediately upon the consummation of such Change of ControlEscrow Agent in accordance with Section 2.4.

Purchase Price; Payment of Consideration. Subject to the terms and conditions of this Agreement, Purchaser shall pay the following aggregate purchase price set forth in this Section 2.3 for the Shares (the “Purchase Price”):) as follows: (a) The Purchase Price, and all cash payments and issuances of stock as components thereof pursuant to the subclauses of this Section 2.3(a), Purchaser shall be paid or issued pay to the Sellers on a pro rata basis based on an aggregate amount equal to (i) the number of Shares held by each Seller as product of the date of this AgreementTTM EBITDA and 5.4, (ii) less any Estimated Closing Debt, (iii) less any Estimated Company Unpaid Transaction Expenses, (iv) plus any Estimated Working Capital Surplus or less any Estimated Working Capital Deficiency (the “Initial Closing Payment”). The components of the Purchase Price shall Initial Closing Payment will be paid and issued in the following manneras follows: (i) SEVEN HUNDRED THOUSAND AND NO/100 DOLLARS At Closing, Purchaser shall pay an aggregate of $12,509,746.71 to Xxxxxxxxxx and Xxxx, with each of Nahabedian and Xxxx receiving one-half of such amount, which represents Xxxxxxxxxx’x and Xxxx’x combined Pro Rata Share of an aggregate amount of cash equal to ($700,000.00i) the product of the TTM EBITDA and 5.2 (“Cash Purchase Price”ii) paid to Sellers at less any Estimated Closing in Debt (iii) less any Estimated Company Unpaid Transaction Expenses (iv) plus any Estimated Working Capital Surplus or less any Estimated Working Capital Deficiency, and (v) less each of their respective Pro Rata Share of the form of a wire transferEscrow Amount. (ii) At the Closing, Sellers Purchaser shall receive an aggregate of Four Thousand One Hundred Fifty (4,150) shares of Series F Preferred Stock of Purchaser issue to Jadevaia a convertible note (the “Preferred StockJadevaia Note”), with terms and conditions as set forth in a Certificate of Designation substantially ) in the form original principal amount of Exhibit A hereto $6,254,873.36, which amount represents Jadevaia’s Pro Rata Share of an aggregate amount equal to (i) the product of the TTM EBITDA and 5.2 (ii) less any Estimated Closing Debt (iii) less any Estimated Company Unpaid Transaction Expenses (iv) plus any Estimated Working Capital Surplus or less any Estimated Working Capital Deficiency, and (v) less Jadevaia’s Pro Rata Share of the Escrow Amount. The conversion price of the Jadevaia Note shall be equal to the Common Stock Price. (iii) At Closing, Purchaser shall further issue to Jadevaia 45,676 shares of Purchaser Common Stock equal to the quotient obtained by dividing (A) (i) the product of TTM EBITDA and 0.2 (ii) less any Estimated Closing Debt (iii) less any Estimated Company Unpaid Transaction Expenses (iv) plus any Estimated Working Capital Surplus or less any Estimated Working Capital Deficiency, by (B) the Common Stock Price (rounded to the nearest whole share of Purchaser Common Stock) (such shares, the “Certificate of DesignationInitial Stock Payment”). (iiib) Upon In addition, at the Closing the Purchaser shall issue to each of the Purchaser’s IPO (as defined below), Sellers shall receive a Xxxx and Xxxxxxxxxx an aggregate number of shares of the common stock of Purchaser (the “Common Stock”) Stock equal to the quotient obtained by dividing (A) $200,000 100,000, by (B) the offering price per Common Stock Price (rounded to the nearest whole share of Purchaser Common Stock), which such calculation results in 5,886 shares of Purchaser Common Stock in the IPO (to be issued to each of Xxxx and rounding such quotient down such that no fractional shares will be issued)Xxxxxxxxxx. (ivc) At the Closing, the Sellers shall receive FIVE MILLION (5,000,000) shares of Common Stock (and together with the Preferred Stock, the “Purchaser Shares”). Subject to the Subordination Agreement, the Sellers are receiving the right, at their sole option, whether acting individually or jointly, to put (the “Put Right”) all or any portion of the Common Stock to Purchaser, for Purchaser to purchase at a price equal to ten cents ($0.10) per share of Common Stock (as adjusted for stock splits, stock dividends, recapitalizations and the like), upon such date which is eighteen (18) months after Closing (the “Exercise Date”); provided, however, for clarification purposes, the Put Right is exercisable at the sole option of either or both Sellers, is based upon current capitalization associated with the Purchaser Shares, and shall not be deemed to set a fixed valuation for the Common Stock except as specifically provided for in this Section 2.3(a)(iv) with respect to exercise of the Put Right within the Exercise Period (as hereinafter defined). The Put Right shall remain exercisable for a Within sixty (60) day period after days of the Exercise Date end of the Earnout Period, Purchaser shall pay to Jadevaia an aggregate amount equal to (i) 0.6 times the Forward EBITDA (the “Exercise PeriodBase Earnout Amount”) plus (ii) in the event that the Forward EBITDA equals or exceeds the TTM EBITDA by 5.0% or more, an amount equal to 2.0 times the difference between the Forward EBITDA and then shall expire and the TTM EBITDA (the “Contingent Earnout Amount” and, together with the Base Earnout Amount, the “Earnout Payment”). The Earnout Payment will be paid in cash or, at Purchaser’s election, a number of no further force and effect; provided, however, that such expiration shall not affect Sellers’ right, whether collectively or individually, to sell the shares of Purchaser Common Stock on equal to the exchange on which quotient of (x) the Common Stock are traded at any time. In additionEarnout Payment, for purposes of clarification, there shall be no restriction on sale divided by (y) the average closing price of the Purchaser Shares except Common Stock as reported on Yahoo Finance for (A) such restrictions as may be imposed by law or regulation and (B) any transferee of Purchaser Sales shall become a counterparty and be subject to the Subordination Agreement. (b) As additional Purchase Price, during each of the three (3) consecutive twelve (12) month periods beginning on trading days immediately prior to, but not including, the Closing Date (with each twelve (12) month period referred to as an “Earn Out Period”), Purchaser agrees to pay to or at direction of Sellers, on a pro-rata basis in accordance with their ownership date of the Company as end of the Closing Date, a sum Earnout Period. (the “Earn Out”d) equal to twenty percent The Forward EBITDA calculation shall be made within forty-five (20%45) days of the Companyend of the Earnout Period by Purchaser’s EBITDA independent auditors (as hereinafter definedor other appropriate third party chosen by Purchaser and reasonably acceptable to the Sellers) that exceeds ONE MILLION TWO HUNDRED SEVENTY-FIVE THOUSAND AND NO/100 DOLLARS ($1,275,000.00) (the “Target EBITDA”) for a given Earn Out Period. Except as set forth below, all components of EBITDA would be determined in accordance with accounting principles consistent with the Company’s historical practice. The Earn Out and payment shall be calculated and paid to the Sellers no later than made within sixty (60) days after of the end of the Earnout Period. (e) Any Seller may elect to receive a given Earn Out Period portion of such Seller’s Pro Rata Share of the Initial Closing Payment up to an amount equal to such Seller’s Pro Rata Share of the TTM EBITDA in shares of Purchaser Common Stock in lieu of cash (the “Elected Amount”) provided that (i) such Seller notifies Purchaser of such election at least five (5) Business Days prior to the Closing and (ii) the number of shares to be so issued shall be paid determined by wire transfer to or at dividing such Seller’s Elected Amount by the direction Common Stock Price. (f) The portion of Sellers. Purchaser agrees to operate and direct the Company Purchase Price constituting the Escrow Amount shall be deposited in the ordinary course and good faith, Escrow Fund with a commercially reasonable objective to maximize the Earn Out to be paid to Sellers. Upon any Change of Control, the entire amount of the Earn Out shall be due and owing immediately upon the consummation of such Change of ControlEscrow Agent in accordance with Section 2.4.”