Common use of Purchase Price to be Paid at Closing Clause in Contracts

Purchase Price to be Paid at Closing. At the Closing, the Buyer shall: (a) pay to the Sellers the sum of Three Million Sixty-Four Thousand Three Hundred Seventy-Three Dollars (US$3,064,373) in cash (the “Cash Purchase Price”); (b) deliver an executed consent by Green Shelters Innovations, Ltd. (“GSI”) pursuant to which GSI agrees to grant to Astris the right and option to purchase (the “Option”) all or any portion of the 4,248,750 Common Shares, issued to GSI on March 16, 2007 and any other Common Shares acquired by GSI prior to Closing. Astris may exercise the Option by delivering to the Buyer within thirty (30) days following the Closing Date One Dollar (US$1.00) with a notice specifying the number of Common Shares subject to the Option that Astris desires to purchase from GSI; (c) deliver evidence of the cancellation of those certain secured convertible debentures issued by Astris (the “Debentures”) to Acme Global Inc. (“Acme”) in the principal amounts of: (i) One Million Two Hundred Twenty-Five Thousand Dollars (US$1,225,000); and (ii) Three Hundred Eighty Thousand Dollars (Canadian) (CA$380,000). (d) deliver evidence of cancellation of that certain secured convertible promissory note dated April 30, 2007 issued by Astris in favor of GSI (the “Note”) with a maximum principal amount of Six Hundred Thousand Dollars (US$600,000), which, subject to its terms and conditions, may be converted into Common Shares when due and payable; it being understood that any and all amounts due thereunder shall be deemed satisfied in full. The consideration listed in 3.1(a) - (d) above shall collectively be referred to as the “Purchase Price”. The Purchase Price will be paid as provided in Section 4.2.

Purchase Price to be Paid at Closing. At In consideration of (i) the Closingtransfer, sale and assignment of the Acquired Assets and the assignment of the Assumed Liabilities by the Sellers, (ii) the transfer, sale and assignment of certain assets and the transfer certain liabilities relating to the UK Diagnostics Business to the UK Buyer Sub pursuant to the UK Asset Purchase Agreement, and (iii) the sale to the UK Buyer Sub of all of the shares held by Seller Sub in EU Seller Sub, the Buyer shallBuyers shall pay to the Sellers an aggregate amount of Four Million Two Hundred Ninety-Nine Thousand Nine Hundred Ninety-Eight Dollars ($4,299,998) (the “Purchase Price”), payable in the following manner: (a) pay to the Sellers the sum of Three One Million Sixty-Four Thousand Three Hundred Seventy-Three Dollars (US$3,064,373$1,000,000) in cash of the Purchase Price (the “Cash Purchase PriceFirst Deposit”) has been deposited into escrow by the Buyer pursuant to the terms of that certain letter agreement, dated September 3, 2003, by and between the Buyer and the Seller and that certain Escrow Agreement, dated September 8, 2003, by and among the Buyer, the Seller and Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., as escrow agent (the “Escrow Agreement”), which First Deposit shall be released from escrow to the Seller on the Execution Date; (b) deliver an executed consent by Green Shelters Innovations, Ltd. One Million Dollars (“GSI”$1,000,000) pursuant to which GSI agrees to grant to Astris of the right and option to purchase Purchase Price (the “OptionSecond Deposit”) all shall be deposited into escrow on the Execution Date, which Second Deposit shall be released from escrow to the Seller upon the earlier of (i) the Closing, and (ii) December 10, 2003; provided that, (x) if this Agreement is terminated on or any portion prior to December 10, 2003, then the Second Deposit shall be released in accordance with Section 13.3 of this Agreement, (y) in the event of an extension of the 4,248,750 Common Sharesdate on which the parties can terminate this Agreement pursuant to Section 13.1(a), issued to GSI on March 16as such extension is contemplated in clause (i) of the proviso contained therein, 2007 the dates set forth in this Section 3.1(b) shall be extended for a period of ten (10) business days, and any other Common Shares acquired by GSI prior to Closing. Astris (z) such date shall be extended, or further extended, as the case may exercise the Option by delivering be, to the Buyer within thirty (30) days next business day following the Closing Date One Dollar (US$1.00expiration of any cure period invoked under Sections 5.2, 5.3, 12.1(a), 12.2(a), 13.1(e), 13.1(h) with a notice specifying the number of Common Shares subject to the Option that Astris desires to purchase from GSI;and/or 13.1(i), but in no event shall such date be extended beyond December 24, 2003; and (c) deliver evidence The remainder of the cancellation of those certain secured convertible debentures issued by Astris (the “Debentures”) to Acme Global Inc. (“Acme”) in the principal amounts of: (i) One Million Two Hundred Twenty-Five Thousand Dollars (US$1,225,000); and (ii) Three Hundred Eighty Thousand Dollars (Canadian) (CA$380,000). (d) deliver evidence of cancellation of that certain secured convertible promissory note dated April 30, 2007 issued by Astris in favor of GSI (the “Note”) with a maximum principal amount of Six Hundred Thousand Dollars (US$600,000), which, subject to its terms and conditions, may be converted into Common Shares when due and payable; it being understood that any and all amounts due thereunder Purchase Price shall be deemed satisfied paid to the Sellers at the Closing by wire transfer in full. The consideration listed immediately available funds to an account designated in 3.1(a) - (d) above shall collectively be referred to as writing by the “Purchase Price”. The Purchase Price will be paid as provided Seller at least two business days in Section 4.2advance of the Closing.

Purchase Price to be Paid at Closing. At the Closing, the Buyer shall: (a) pay to the Sellers Seller the sum of Three Million Sixty-Four Thousand Three Hundred Seventy-Three Dollars (US$3,064,373) in cash (the “Cash Purchase Price”); (b) deliver an executed consent by Green Shelters Innovations, Ltd. (“GSI”) pursuant to which GSI agrees to grant to Astris the Seller the right and option to purchase (the “Option”) all or any portion of the 4,248,750 Common Shares, issued to GSI on March 16, 2007 and any other Common Shares acquired by GSI prior to Closing. Astris The Seller may exercise the Option by delivering to the Buyer within thirty (30) days following the Closing Date One Dollar (US$1.00) with a notice specifying the number of Common Shares subject to the Option that Astris the Seller desires to purchase from GSI; (c) deliver evidence of the cancellation of those certain secured convertible debentures issued by Astris the Seller (the “Debentures”) to Acme Global Inc. (“Acme”) in the principal amounts of: (i) One Million Two Hundred Twenty-Five Thousand Dollars (US$1,225,000); and (ii) Three Hundred Eighty Thousand Dollars (Canadian) (CA$380,000). (d) deliver evidence of cancellation of that certain secured convertible promissory note dated April 30, 2007 issued by Astris the Seller in favor of GSI (the “Note”) with a maximum principal amount of Six Hundred Thousand Dollars (US$600,000), which, subject to its terms and conditions, may be converted into Common Shares when due and payable; it being understood that any and all amounts due thereunder shall be deemed satisfied in full. The consideration listed in 3.1(a) - (d) above shall collectively be referred to as the “Purchase Price”. The Purchase Price will be paid as provided in Section 4.2.