Common use of Purchase Price Clause in Contracts

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. The purchase price for the Prime Shares (athe -------------- "Purchase Price") In consideration shall be Fifteen Dollars ($15) per share (the "Purchase Price"). The purchase price of the conveyances contemplated under Section 2.1Blackacre Shares shall be Twelve Dollars ($12) per share, provided, however, that, if the Blackacre Option expires without having been exercised on or prior to May 7, 2000 (the "Expiration Date"), the Purchaser shall (a) pay to the Seller $37,500 (ithe "Option Supplement") on as promptly as possible, but in any case no later than the Closing Date an amount equal 10th business day after the Expiration Date. Within two business days from the date hereof, the Purchaser shall deliver to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by Seller via wire transfer of immediately available funds to the an account (or accounts) designated by the Seller the amount of $1,000,000 as partial payment of the Purchase Price for the Prime Shares (the "Deposit"); provided, however, that the Deposit shall be immediately returned or otherwise refunded to an account (or accounts) designated by notice to the Purchaser at least three (3) Business Days prior to by wire-transfer of immediately available funds, if this Agreement shall be terminated for any reason other than the Closing Date; (ii) Purchaser's breach of material agreements contained herein. On the Milestone Payment(s)date of the Closing, as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) Purchaser shall deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by Seller via wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and funds to an account (or accounts) designated by the terms Seller the amount of (i) $57,752,750 (full payment of the Escrow Agreement. Purchase Price for the Prime Shares minus the Deposit), (bii) In addition to if the Purchased Product Inventory Value and Blackacre Option shall not have been exercised, $150,000 as full payment of the purchase price for the Blackacre Shares, subject to the last sentence subsequent payment of this Section 2.3.1(b), Purchaser shall pay Seller the difference Option Supplement for such Blackacre Shares; (iii) $750,000 for the “Difference”Xxxxxxx Option Shares; plus (iv) between $375,000 for the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal shares issued pursuant to the difference between [***] of Notional NSP (Non-Vested Options, as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatescase may be.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1sale by the Stockholders to -------------- Buyer of the Company Shares and in reliance upon the representations and warranties of the Company and the Stockholders contained herein and made at the Closing and subject to satisfaction of all of the conditions contained herein, Purchaser shall (a) pay Buyer agrees that at the Closing it will deliver to Seller the Stockholders in the proportions set forth on Exhibit A: --------- (i) on Two hundred fifty thousand (250,000) shares of common stock, par value $.01 per share, of Parent (the Closing Date an amount equal to the sum of (A) $27,000,000"Parent Shares"); (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; and (ii) the Milestone Payment(s), as and A cash payment (subject to the extent provided in Section 2.3.2; and (iii) the Difference adjustment as set forth in Section 2.3.1(b) below 1.02A, and (b) deliver to including the Deposit distributed by the Escrow Agent, at the Closing, $3,000,000 in cash Agent (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement1.09 hereof) pursuant to Section 16.2.1 1.09 hereof) equal to: (A) ten million nine hundred fifty thousand dollars ($10,950,000); less ---- (B) the sum of (x) the aggregate principal indebtedness of the Second Generation Supply Agreement terminatesCompany (as hereinafter defined) outstanding on the Closing Date (as hereinafter defined), including, without limitation, all such indebtedness to State Street Bank and Trust Company and MCRC (which indebtedness shall include the indebtedness (if any) to redeem all of the Class B Preferred Stock), plus ---- (y) all accrued interest thereon and all fees, premiums, penalties and other costs related to the transfer, assumption or prepayment of such indebtedness by Buyer on the Closing Date (the "Closing Indebtedness") (the "Cash Payment," and together with the Parent Shares, the "Purchase Price"); provided that the amount described in clause (C) above shall not include up to -------- two hundred thousand dollars ($200,000) of debt (inclusive of any accrued interest thereon) which remains outstanding on the Closing Date if the proceeds therefrom were used by the Company to directly fund the purchase price of capital equipment for deals signed and installed by the Company between January 26, 1998 and the Closing Date (the "Approved Capital Expenditures").

Purchase Price. In consideration for the transactions contemplated by this Agreement, DISH shall pay to the Seller the following amounts in cash: (a) In consideration of the conveyances contemplated under Section 2.1$35,000,000, Purchaser which shall (a) pay to Seller (i) on the Closing Date an amount equal be payable to the sum of Seller within five (A5) $27,000,000; calendar days after the Implementation Date (B) or in the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelyevent such date is not a business day, the first business day following such date), in cash by wire transfer of immediately available funds to an account designated in writing by the Seller at least three (3) business days prior to the Implementation Date (the “Closing Initial Payment”); (b) $279,536,000, which shall be payable to the Seller upon DISH’s having ownership of greater than 50% of the Notes (as defined in the Indenture) and DISH’s performance of its obligations pursuant to Section 5.11 hereof, in cash by wire transfer of immediately available funds to the account designated by the Seller pursuant to Section 2.2(a) unless otherwise directed by notice the Seller in writing (the “Second Payment”); provided, that if DISH has not met such condition with forty (40) calendar days of the Implementation Date, the Seller shall have the right at any time thereafter to Purchaser at least request in writing that the Second Payment be made and DISH shall make such payment within three (3) Business Days prior business days of receipt of such a written request; and (c) in consideration for the Call Right, DISH shall pay to the Seller an amount in cash equal to $10,000,000 payable to the Seller within five (5) calendar days after the earlier of (x) the Plan Effective Date, or (y) the termination of the Investment Agreement following the Implementation Date (but in any event not earlier than the Closing Date; ) (ii) or in the Milestone Payment(sevent such date is not a business day, the first business day following such date), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed funds to an account designated in accordance with writing by the Seller pursuant to Section 2.4 and 2.2(a) unless otherwise directed by the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference in writing (the “Difference”) between Third Payment” together with the Purchased Product Inventory Value Initial Payment and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (Second Payment, the “InstallmentsPurchase Price”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. 3.1 The Purchase Price is £10,000,000 as adjusted in accordance with clause 5, plus the Deferred Consideration, which shall be satisfied by the Buyer: 3.1.1 paying £5,000,000 in cash on Completion, such payment to be made in accordance with clause 3.4 (aCash Consideration) In consideration less the Retention to be dealt with in accordance with clause 6.2.2 and Schedule 10; 3.1.2 allotting and issuing on Completion to the Sellers credited as fully paid, the number of Consideration Shares having an aggregate value (as determined in accordance with clause 4.2) which is as close as possible to £5,000,000 without issuing fractions of a Consideration Share in the numbers set out against their respective names in column 7 of Schedule 1; 3.1.3 paying the Deferred Consideration in the amounts and on the dates determined in accordance with Schedule 5; and 3.1.4 any further sums that may become payable to the Sellers pursuant to clause 3.6. The Cash Consideration, the Consideration Shares and the Deferred Consideration shall be apportioned between the Sellers in accordance with their Respective Proportions. As a priority application before the apportionment of the conveyances contemplated under Section 2.1, Purchaser balance of the Cash Consideration there shall be first paid to New Wave the sum of £[**] being equal to the aggregate Issue Price (aas defined in the articles of association of the Company) pay together with the Dividend Arrears on the Preference Shares. 3.2 Each Optionholder hereby agrees to Seller the amounts listed against that Optionholders names in columns 8 and 9 of the table in Schedule 1 representing (i) the aggregate exercise monies and (ii) any Tax which arises in respect of his or her Option and which the Company must account to HMRC, shall be deducted from that Optionholders entitlement to the proportion of the Cash Consideration payable to them in accordance with the terms of this agreement. The Buyer and each of the Optionholders each agree that the amount listed against that Optionholders name in columns 8 and 9 of the table in Schedule 1 will be paid by the Buyer to the Company on behalf of the Optionholder at Completion and the Company will account to HMRC in respect of the amount representing Tax in satisfaction of any Tax due, and the Buyer shall procure that the Company shall account promptly to HMRC for all Tax, PAYE and NICs on the Closing Date Options. 3.3 To the extent that the Cash Consideration payable to an amount equal Optionholder at Completion is insufficient to cover the obligations set out in clause 3.2 above each such Optionholder shall put the Company in funds for any shortfall at Completion, and where such individual has provided a sum to the sum Company which is in excess of this actual liability to pay the Company shall return (A) $27,000,000; (Band the Buyer shall procure that the Company shall so return) the Stock Consideration; (C) excess to the Promissory Note; and (D) relevant Optionholder within 15 Business Days following Completion. 3.4 All payments to be made to the Purchased Product Inventory Value (collectively, the “Closing Payment”), Sellers under this agreement shall be made in sterling by wire electronic transfer of immediately available funds to the account designated Sellers’ Solicitors (who are irrevocably authorised by Seller the Sellers to receive the same). Payment in accordance with this clause shall be a good and valid discharge of the Buyer’s obligation to pay the sum in question and the Buyer shall not be concerned to see the application of the monies so paid. 3.5 The Purchase Price shall be deemed to be reduced by notice to Purchaser at least three (3) Business Days prior the amount of any payment made to the Closing Date; (ii) Buyer for each and any Relevant Claim. 3.6 The Purchase Price shall be increased by the Milestone Payment(s)following sums which shall be paid in accordance with clause 3.3 as follows: 3.6.1 In the event, as and to the extent provided that the Company receives a cash payment from HMRC by way of an R&D Tax Credit in Section 2.3.2; and (iii) respect of its financial year which ended on 31 March 2016, the Difference as set forth in Section 2.3.1(b) below and (b) deliver Buyer shall pay a further cash amount to the Escrow AgentSellers by way of consideration for the purchase of the Sale Shares as an increase in the Purchase Price equal to [**]% (after the deduction of the costs of recovery) of the R&D Tax Credit so received by the Company. 3.6.2 In the event, at and to the Closingextent that, $3,000,000 the Company receives a cash payment from HMRC by way of an R & D Tax Credit in respect of its financial year which ended on 31 March 2017, the Buyer shall pay a further cash amount to the Sellers by way of consideration for the purchase of the Sale Shares as an increase in the Purchase Price, as follows: 3.6.2.1 if the payment is less than or equal to £[**], an amount equal to the payment; or 3.6.2.2 if the payment is greater than £[**], an amount equal to £[**] plus [**]; or 3.6.2.3 if the payment is greater than £[**], an amount equal to the excess over £[**], plus £[**]. 3.6.3 (Save where clause 3.6.4 applies) In the “Initial Escrow Amount”)event, and to the extent that, the Company receives a cash payment from HMRC by way of an R & D Tax Credit in respect of the period commencing on 1 April 2017 and ending on the Completion Date, the Buyer shall pay to the Sellers a further cash amount as an increase in the Purchase Price, by wire transfer way of immediately available funds. The Escrow Fund consideration for the Sale Shares, equal to the R & D Tax Credit so received by the Company (which shall be held, administered and distributed in accordance with Section 2.4 and determined on a pro rata temporis basis on the terms assumption that such credit is earned on a straight line basis across the accounting period of the Escrow AgreementCompany in which Completion falls). (b) In addition 3.6.4 Any payment to the Purchased Product Inventory Value and subject be made pursuant to the last sentence of this Section 2.3.1(b), Purchaser clause 3.6.2 or 3.6.3 above shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) be made within five (5) [**] Business Days of each the actual receipt into the Company’s bank account of the R & D Tax Credit by reference to which such payment is calculated. 3.6.5 In the event, and to the extent that the Company receives a corporation tax credit as a result of the exercise of the Options, the Buyer shall pay a further cash amount to the Sellers by Purchaser to Daravita Limited way of consideration for quantities the purchase of Second Generation Replacement Product (the Sale Shares as defined an increase in the Second Generation Supply Agreement). Each Installment shall be Purchase Price equal to the difference between [***] amount of Notional NSP (as set forth on Section 2.3.1 of that corporation tax credit so received by the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesCompany.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) The Buyer agrees to pay to the Seller at the Closing Fifteen Million Five Hundred Thousand Dollars ($15,500,000) (the "Purchase Price") payable as follows: (i) on the Closing Date an date of this Agreement, the Buyer will deposit with the Seller the amount equal to of Twenty-five Thousand Dollars ($25,000), (ii) on or before March 31, 1997, the sum of Buyer will notify the Seller that it will within two business days deposit with the Escrow Agent (A) $27,000,000; (Band will within two business days thereafter deposit with the Escrow Agent) the Stock Consideration; amount of Nine Hundred Seventy-five Thousand Dollars (C$975,000) (together with the Promissory Note; and amount specified in Clause (Di) the Purchased Product Inventory Value (collectivelyabove, the “Closing Payment”), "Xxxxxxx Money Deposit") by delivery of cash payable by wire transfer or delivery of other immediately available funds funds; (iii) on the Closing Date, the Buyer shall pay to the account designated Seller the amount of Fifteen Million Four Hundred Fifty Thousand Dollars ($15,450,000), less the Xxxxxxx Money Deposit (and any interest earned thereon); and (iv) on the Closing Date, the Buyer shall pay to the Seller, on behalf of all parties to the Postclosing Agreement, the amount of Fifty Thousand Dollars ($50,000). The Xxxxxxx Money Deposit referenced in this Section 1(c) shall be placed in escrow with the Escrow Agent pursuant to an escrow agreement to be executed by Seller by notice to Purchaser at least three (3) Business Days the Parties on or prior to the Closing Date; Buyer's deposit of the Xxxxxxx Money Deposit in the form attached hereto as Exhibit A (the "Xxxxxxx Money Escrow Agreement"), and shall be used by the Escrow Agent to purchase securities issued by the United States Department of Treasury. Within two business days after the Buyer notifies the Seller that it will deposit the amount specified in Clause (ii), the Seller will deposit the amount specified in Clause (i) with the Escrow Agent. In the event that the Buyer fails to give such notice on or before March 31, 1997 (or fails within the two business day period to deposit the amount in Clause (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to with the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer the Seller may terminate this Agreement pursuant to Section 9(a) and then would retain the amount specified in Clause (i) and this Agreement would terminate without further liability of immediately available fundseither Party to the other Party. The Escrow Fund Interest earned on the Xxxxxxx Money Deposit shall accrue to the benefit of the Buyer, and, together with the principal amount of the Xxxxxxx Money Deposit, shall be held, administered payable to the Seller and distributed in accordance with Section 2.4 and credited against the terms Purchase Price on the Closing Date. If this Agreement is terminated without Closing of the transaction contemplated herein, the Xxxxxxx Money and all accrued interest shall be paid to the Buyer or the Seller as provided in the Xxxxxxx Money Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. 4.1 The Purchase Price is the cash sum of £306,895,000 less the Actual Outstanding Intercompany Balances (ato be determined in accordance with clause 5) In consideration and less the amount of the conveyances contemplated under Section 2.1, Purchaser CSSL Non-Core Payable. 4.2 Upon the entry into of this agreement the cash sum of £15,000,000 (fifteen million pounds sterling) currently held by the Buyer’s Solicitors (Deposit) shall (a) pay to Seller (i) be held by the Buyer’s Solicitors as stakeholder upon the terms of the Escrow Letter. Any interest accrued on the Closing Date an amount equal Deposit shall be paid to the sum of (A) $27,000,000; (B) Buyer in all circumstances. 4.3 The Buyer and the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelySeller agree that: 4.3.1 upon Completion, the “Closing Payment”Deposit shall be released from escrow in accordance with the terms of the Escrow Letter and applied towards the Purchase Price payable by the Buyer under the terms of this agreement and the Purchase Price shall be reduced accordingly by the amount of the Deposit. Any interest accrued on the Deposit shall, in all circumstances, belong to the Buyer; and 4.3.2 in the event that this agreement is validly terminated by the Buyer pursuant to clause 2.4, clause 2.8, clause 6.7 or clause 7.5.3 or this agreement automatically terminates pursuant to clause 2.7, the Deposit (together with any interest accrued thereon) shall be released to the Buyer in full. 4.4 Any right of the Buyer to the payment or release to it of the Deposit (and, if applicable, any interest accrued on the Deposit) in accordance with this agreement shall be in addition to and without prejudice to all other rights and remedies available to it hereunder, including under clause 2.5, clause 2.7, clause 2.8 and clause 2.11. Any right of the Seller to the payment or release to it of the Deposit in accordance with this agreement shall be the sole right and remedy of the Seller available to it hereunder (and, for the avoidance of doubt, under no circumstances shall the Seller have any right to interest accrued on the Deposit). 4.5 The Purchase Price shall be deemed to be reduced by the amount of any payment made to the Buyer for each and every Claim or Tax Claim. 4.6 All payments to be made to the Seller at Completion under this agreement shall be made in in accordance with the Buyer’s Solicitors’ Undertaking. Payment to the Seller’s Solicitors or BoS in accordance with the Buyer’s Solicitors Undertaking shall be a good and valid discharge of the obligations of the Buyer to pay the sum in question to the Seller, and the Buyer shall not be concerned to see the application of the monies so paid. 4.7 All payments to be made to the Buyer under this agreement shall be made in sterling by wire electronic transfer of immediately available funds to (unless the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to notifies otherwise for the Closing Date; (iipurposes of clause 4.8) the Milestone Payment(sBuyer’s Solicitors’ Account (and the Buyer’s Solicitors are irrevocably authorised by the Buyer to receive the same). 4.8 The Buyer and the Seller may, as and on not less than three Business Days’ written notice, notify the other of such other account into which any payment required to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver be made pursuant to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund this agreement shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreementmade. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. 2.1. As the purchase price for the Assets to be purchased under this Agreement (the "Purchase Price"), the Purchaser agrees to pay to the Seller the sum of Thirty Million Four Hundred Thousand Dollars ($30,400,000), reduced by the Adjustment Factor as provided in Section 2.2, payable as follows at the Closing: (a) In consideration payment at the Closing of the conveyances contemplated under Section outstanding indebtedness as of the Closing of Seller to CIT (the "CIT Debt"), to Orix Corporation (the "Orix Debt"), and the funded indebtedness of Seller, all as set forth on Schedule 2.1, Purchaser shall (a) pay to Seller hereto (ithe "Funded Debt"); (b) on the Closing Date cash in an amount equal to Seller's indebtedness to Phemus Corporation ("Phemus") outstanding as of the Closing (the "Phemus Debt"), paid to Phemus at the Closing; and (c) cash in the amount of Four Hundred Sixty-Five Thousand Dollars ($465,000), representing an investment banking fee payable by Seller to HD Venture Capital, Inc., to be paid to HD Venture Capital, Inc. at the Closing; and (d) the difference between the Purchase Price and the sum of items (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”a), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver and (c) above (except that any portion of the CIT Debt used to fund Santa Xxxxxx improvements approved by Purchaser shall be excluded from item (a) for this purpose) by issuance of two convertible notes of Xxxx (the Escrow Agent"Xxxx Notes"), one in the amount of the difference between $27,000,000 and items (a), (b) and (c) above (adjusted to exclude such Santa Xxxxxx improvements) (the "First Note") to be delivered to Seller at the Closing, and one in the amount of the difference between the Purchase Price and $3,000,000 in cash 27,000,000 (the “Initial Escrow Amount”), by wire transfer of immediately available funds"Second Note") to be delivered to an escrow holder at the Closing as provided in Section 2.3. The Escrow Fund First Note and the Second Note shall be held, administered in substantially the form of Exhibits "A" and distributed "B" hereto respectively. The Xxxx Notes shall be convertible into the Class A Common Stock of Xxxx (the "Xxxx Shares"). Todd's obligation to register the Xxxx Shares under the Securities Act of 1933 is provided for in accordance with Section 2.4 and a Registration Rights Agreement in substantially the terms form of the Escrow AgreementExhibit "C" hereto. 2.2. The Purchase Price shall be reduced by the Adjustment Factor if and only if the Operating Profit (bas defined below) In addition to the Purchased Product Inventory Value and subject to the last sentence is less than Five Million Five Hundred Thousand Dollars ($5,500,000). For purposes of this Section 2.3.1(b), Purchaser shall pay Seller the difference 2.2: (the “Difference”a) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment The Adjustment Factor shall be equal to six (6) times the difference between [***] of Notional NSP amount by which Five Million Five Hundred Thousand Dollars (as set forth on Section 2.3.1 of $5,500,000) exceeds the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the DifferenceCash Flow From Operating Activities. For example, if anythe Cash Flow From Operating Activities is $5,400,000, has been paid in full to Seller; the Adjustment Factor shall be 6 times $100,000, or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at $600,000, and accordingly, the Discounted Supply Purchase Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesshall be $29,800,000.

Purchase Price. (a) Subject to adjustment pursuant to Sections 3.2 and 3.3, the aggregate amount to be paid by the Purchaser to the Sellers for the Assets shall be $267,500,000 (“Purchase Price”), payable at the times, subject to the conditions and in the manner herein provided. In addition to the foregoing payment, as consideration for the grant, sale, assignment, transfer and delivery of the conveyances contemplated under Section 2.1Assets, the Purchaser shall assume and discharge the Assumed Liabilities. (ab) Subject to adjustment pursuant to Sections 3.2 and 3.3, the aggregate amount to be paid (in accordance with Section 3.2(a)) by the Purchaser to the Sellers for the Assets (other than the HC4 LOU-Xxlated Agreements Rights) shall be $197,500,000 (the “Non LOU-Xxlated Consideration”). (c) The aggregate amount to be paid by the Purchaser to the Sellers for the HC4 LOU-Xxlated Agreements Rights shall be $70,000,000 (the “LOU-Xxlated Consideration”). At any time after the LOU Xxstart Date and prior to the termination of the Letter of Credit in accordance with Section 3.1(d)(i), the Sellers shall have the right (without any notice) to draw down on or collect against the Letter of Credit to effect the payment by the Purchaser of the LOU-Xxlated Consideration; provided, however, that if for any reason (other than termination of the Letter of Credit in accordance with the provisions of Section 3.1(d)) the Sellers have been unable to, or have not, drawn down or otherwise collected against the Letter of Credit in the full amount the LOU-Xxlated Consideration, then within five Business Days of the LOU Xxstart Date, the Purchaser shall pay or cause to Seller (ibe paid to the Sellers or to such third parties as the Sellers may designate in accordance with Section 3.2(c) on the Closing Date an amount equal to the sum LOU-Xxlated Consideration less any amounts drawn down or otherwise collected against the Letter of Credit by the Sellers. Additionally, the Sellers may terminate further sales under the LOU Xxterim Sales Agreement if the full amount of the LOU-Xxlated Consideration is not paid within such period of five Business Days. There shall be no condition to the obligation of the Purchaser to pay or cause to be paid the LOU-Xxlated Consideration other than the achievement of each Milestone and the occurrence of the LOU Xxstart Date prior to the termination of the Letter of Credit in accordance with Section 3.1(d)(i). For avoidance of doubt, the termination of the Letter of Credit pursuant to Section 3.1(d) shall ipso facto, and without the need for any further act or evidence, relieve (i) the Purchaser of any obligation to pay the LOU—Xxlated Consideration, without any liability to the Sellers in respect thereof, and (ii) the Sellers and their Affiliates of any obligations under or otherwise in respect of the LOU Xxterim Sales Agreement and the LOU-Xxlated Agreements. Upon a Seller’s receipt (or, if the Sellers have designated payment to be made to third parties in accordance with Section 3.2(c), such third parties’ receipt) of the LOU-Xxlated Consideration, the LOU-Xxlated Agreements Assignment shall become effective automatically. Huntsman Petrochemical, the Sellers and their Affiliates have no obligation to cause the LOU Xxstart Date to occur. (i) On the Closing Date, the Purchaser shall deliver to the Sellers a letter of credit issued by the Acceptable Bank in an amount equal to the LOU-Xxlated Consideration and substantially in the form of Exhibit BB (the “Letter of Credit”). The Letter of Credit shall cover performance of the Purchaser’s obligations under Section 3.1(c), including payment of the LOU-Xxlated Consideration. The Purchaser shall maintain the Letter of Credit in full force and effect at all times until the earlier of (A) $27,000,000; the payment of the LOU-Xxlated Consideration in accordance with Section 3.1(c) and (B) the Stock Consideration; close of business on the second Business Day after the occurrence of a Milestone Failure Date (Cprovided that the Letter of Credit is terminated in accordance with this Section 3.1(d)(i)). At the close of business on the second Business Day after the occurrence of a Milestone Failure Date (provided the occurrence of the event described in clause (A) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelyabove has not occurred), the “Closing Payment”), by wire transfer LOC Bank may terminate the Letter of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; Credit. (ii) During the Milestone Payment(s), as and period that the Purchaser is required to maintain the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer Letter of immediately available funds. The Escrow Fund shall be held, administered and distributed Credit in accordance with Section 2.4 3.1(d)(i), the Sellers shall reimburse the Purchaser on a calendar-quarter basis for costs incurred by the Purchaser (as calculated in accordance with Schedule 3.1(d)(ii)) to maintain the Letter of Credit in full force and effect as required by Section 3.1(d)(i). The Purchaser shall deliver to the terms Sellers reasonable supporting documentation for such costs and, within 15 days of the Escrow Agreementreceipt of such documentation after the end of the relevant calendar quarter, the Sellers shall reimburse to the Purchaser the amount of such costs. (biii) In addition At the time of delivery of any notice described in clause (iii) of the definition of Milestone, the Sellers shall deliver to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 a statement of the Seller Disclosure Schedule) for such Second Generation Replacement Product and aggregate volume of production of ethylene from the corresponding amounts due and payable to Daravita Limited under Port Artxxx Xxant during the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) period of 30 consecutive days ending on the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesLOU Xxstart Date.

Purchase Price. (a) In consideration of The aggregate purchase price for the conveyances contemplated under Section 2.1, Purchaser Shares shall (a) pay to Seller be $2,300,000,000 (i) on the Closing Date less an amount equal to the sum of Existing IPC Obligations; (Aii) plus an amount equal to the amount by which the Actual IP Contributions exceed $27,000,00017,500,000 or minus an amount equal to the amount by which the Actual IP Contributions are less than $17,500,000, as applicable (the "Actual IP Contributions Amount"); (iii) plus the amount by which the Final Adjusted Working Capital is greater than the Target Fully Adjusted Working Capital (if the Final Adjusted Working Capital is greater than the Target Fully Adjusted Working Capital); and (Biv) minus the Stock Consideration; amount by which the Target Fully Adjusted Working Capital is greater than the Final Adjusted Working Capital (Cif the Target Fully Adjusted Working Capital is greater than the Final Adjusted Working Capital) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelysuch aggregate amount, the “Closing Payment”"Purchase Price"), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) . No later than seven Business Days prior to the Closing Date; (ii) Closing, Seller shall deliver to Purchaser a certificate executed on behalf of Seller by the Milestone Payment(s)President, as and to Executive Vice President or any Senior Vice President of Seller, dated the extent provided date of its delivery, setting forth Seller's calculation of the amount of the Existing IPC Obligations setting forth in Section 2.3.2; and (iii) reasonable detail the Difference basis for such calculation. The Purchase Price will be payable as set forth in Section 2.3.1(b) below and paragraphs (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash and (the “Initial Escrow Amount”), by wire transfer c) of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with this Section 2.4 and the terms of the Escrow Agreement2.2. (b) In addition At the Closing, Purchaser will pay $2,300,000,000 in cash minus the sum of (i) an amount equal to the Purchased Product Inventory Value Existing IPC Obligations, and subject (ii) $100,000,000 (representing the amount of the Escrow Funds that are to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment be delivered at Closing by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product an Escrow Agent (as defined in the Second Generation Supply Escrow Agreement). Each Installment shall be equal , mutually acceptable to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product Purchaser and the corresponding amounts due and payable to Daravita Limited Dynegy under the Second Generation Supply Agreement Escrow Agreement; provided, with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid reduction set forth in full to Seller; or clause (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price of this paragraph (as defined b), that (A) in the Second Generation Supply Agreement) pursuant event that a Triggering Event has occurred that would result in a payment to Section 16.2.1 Seller in part of the Second Generation Supply Escrow Funds had the Escrow Agreement terminatesbeen entered into prior to the occurrence of such Triggering Event, such $100,000,000 amount shall be reduced by the amount that would have been so paid in such event and (B) in the event that a Triggering Event has occurred that would result in a payment to Seller in full of the Escrow Funds had the Escrow Agreement been entered into prior to the occurrence of such Triggering Event, such $100,000,000 amount shall be reduced to zero.

Purchase Price. The purchase price of a Membership Unit to be purchased in accordance with the provisions of Sections 12.4 above shall be determined as follows: (a) In consideration The purchase price of each Membership Unit purchased pursuant to Section 12.4 shall be determined as of the conveyances contemplated under last day of the month preceding the month during which the event giving rise to the purchase obligation, and shall be the amount that would have been distributed to such Member with respect to the Membership Interest to be purchased hereunder, in liquidation of the Company pursuant to Section 2.1, Purchaser shall (a) pay to Seller 14.4 hereof as if (i) on all of the Closing Date an amount equal to Property of the sum of Company had been sold for its fair market value (Aas determined in accordance with Section 12.5(b) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”below), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s)Company paid its accrued but unpaid liabilities and established reserves pursuant to Article XIV hereof for the payment of reasonably anticipated contingent or unknown liabilities, as and to the extent provided in Section 2.3.2; and (iii) all allocations and distributions called for by this Agreement through the Difference as set forth in Section 2.3.1(b) below date of such determination were taken into account, and (biv) deliver the Company distributed the remaining proceeds to the Escrow AgentMembers in liquidation, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer all as of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreementsuch day. (b) In addition to The determination of the Purchased Product Inventory Value and subject to the last sentence of purchase price under this Section 2.3.1(b)12.5 shall be determined as follows: (1) for the first thirty (30) days following the exercise of an option to purchase or following the date of that the obligation to purchase arises, Purchaser shall pay Seller the difference Company (the “Difference”acting without any input from any Managers appointed by a transferring Member) between the Purchased Product Inventory Value and the Final Product Inventory Value determined transferring Member shall negotiate in accordance with Section 2.3.3 in installments good faith regarding the purchase price for the Membership Units being transferred; (the “Installments”2) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment event that the Company and the transferring Member are unable to agree on a purchase price within such thirty (30) day period, the transferring Member and the Company shall, within fifteen (15) days after expiration of such thirty (30) day period, select and agree upon an Appraiser to determine such purchase price, and the appraisal of such Appraiser shall be equal to binding on the difference between [***] of Notional NSP parties; and (as set forth on Section 2.3.1 of 3) in the Seller Disclosure Schedule) for such Second Generation Replacement Product event that the Company and the corresponding amounts due and payable transferring Member are unable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either agree upon an Appraiser, (i) the Difference, if any, has been paid in full to Seller; or Company and the transferring Member shall each appoint within ten (ii10) Daravita Limited’s obligation to supply Second Generation Replacement Product at days after the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 expiration of the Second Generation Supply Agreement terminates.aforementioned

Purchase Price. The purchase price (the "Purchase Price") for the Company Shares shall be 34.0 million shares of Common Stock, $0.001 par value per share, of Buyer ("Buyer's Shares") and the Note described in Article 1.4 below and the form of which is attached as Exhibit I. The Purchase Price shall be paid over and delivered at the Closing as follows: (a) In consideration Seller shall receive delivery of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) on a certificate issued in the Closing Date an amount equal to name of Seller for 14.5 million shares of Common Stock of the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; Buyer, and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided Note described in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and Article 1.4. (b) deliver to the Escrow Agent, at Agent shall receive delivery of a certificate issued in the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer name of immediately available funds. The Escrow Fund shall Seller for 14.5 million shares of Common Stock of Buyer to be held, administered and distributed in accordance with Section 2.4 and held subject to the terms of the Escrow Agreement. (b) In addition Agreement and not released from escrow to Seller until the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either sooner of: (i) the Differencecompletion of the Work Programme, if anyas outlined in Article 5.2(a) and (b) and (c) in the PSC-KG, has been paid in full to Seller; provided the results from that Programme demonstrate a commercial basis for drilling and the commencement of a Drilling Programme, or (ii) Daravita Limited’s obligation the commencement of a Drilling Programme. The completion of the Work Programme or the commencement of the Drilling Programme to supply Second Generation Replacement Product be declared no later than the end of Phase I of PSC-KG. (c) the Escrow Agent shall receive delivery of a certificate issued in the name of Seller for 5.0 million shares of Common Stock of Buyer to be held subject to the terms of the Escrow Agreement and not released from escrow to Seller until a Commercial Discovery, as defined by Article 1.19 of the PSC-KG, has been declared no later than the completion of Phase III of the PSC-KG. (d) if the conditions for the release to Seller from escrow of the shares delivered to the Escrow Agent at the Discounted Supply Price Closing pursuant to subparagraphs (b) and (c) above are not met at the times and upon fulfillment of the conditions to their release as defined provided in the Second Generation Supply Escrow Agreement) pursuant , such shares are to Section 16.2.1 of be thereupon promptly returned by the Second Generation Supply Agreement terminatesEscrow Agent to the Buyer.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) The Buyer agrees to pay to the Seller at the Closing Six Million Dollars ($6,000,000) (the "Purchase Price") payable as follows: (i) on the Closing Date an amount equal to the sum date of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelythis Agreement, the “Closing Payment”), Buyer will deposit with the Escrow Agent the amount of Six Hundred Thousand Dollars ($600,000) (the "Xxxxxxx Money Deposit") by delivery of cash payable by wire transfer or delivery of other immediately available funds to the account designated by Seller by notice to Purchaser at least three funds; and (3ii) Business Days prior to on the Closing Date; , the Buyer shall pay to the Seller the amount of Five Million Three Hundred Fifty Thousand Dollars (ii) the Milestone Payment(s$5,350,000), as and to less interest earned on the extent provided in Section 2.3.2Xxxxxxx Money Deposit; and and (iii) on the Difference as set forth in Section 2.3.1(b) below and (b) deliver Closing Date, the Buyer shall pay to the Seller, on behalf of all parties to the Postclosing Agreement, the amount of Fifty Thousand Dollars ($50,000). The Xxxxxxx Money Deposit referenced in this Section 1(c) shall be placed in escrow with the Escrow Agent, at Agent pursuant to an escrow agreement in the Closing, $3,000,000 in cash form attached hereto as Exhibit A (the “Initial "Xxxxxxx Money Escrow Amount”Agreement"), by wire transfer of immediately available funds. The Escrow Fund and shall be held, administered and distributed deposited by the Escrow Agent with a federally insured financial institution in accordance with Section 2.4 and an interest bearing account. Interest earned on the terms Xxxxxxx Money Deposit shall accrue to the benefit of the Buyer, and, together with the principal amount of the Xxxxxxx Money Deposit, shall be payable to the Seller and credited against the Purchase Price on the Closing Date. If this Agreement is terminated without Closing of the transaction contemplated herein, the Xxxxxxx Money and all accrued interest shall be paid to the Buyer or the Seller as provided in the Xxxxxxx Money Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In consideration of The purchase price for the conveyances contemplated under Section 2.1, Purchaser Assets shall (a) pay to Seller (i) on the Closing Date be an amount equal to the sum of Fifteen Million Eight Hundred Thousand Dollars (A$15,800,000.00) $27,000,000; -------------- (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”"Purchase Price"), by wire transfer of immediately available funds plus or minus any prorations pursuant to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and 3.4. -------------- ----------- (b) deliver Upon the execution of this Agreement, Purchaser shall deposit with the Escrow Agent pursuant to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”)Agreement, by certified check or wire transfer of immediately available funds, the sum of Ten Percent of the Purchase Price (the "Deposit"). The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of Pursuant to the Escrow Agreement., the ------- Deposit shall either: (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) be applied as a payment towards the Difference, if any, has been paid Purchase Price as provided in full to SellerSection 3.2; or ----------- (ii) Daravita Limited’s obligation be returned to supply Second Generation Replacement Product at the Discounted Supply Price (as defined Purchaser in the Second Generation Supply Agreementevent that this Agreement is terminated either (A) pursuant to Section 16.2.1 5.2(a), (c), (d), (f) or (g) or (B) -------------- --- --- --- --- pursuant to Section 5.2(b) in the event that the Closing does not occur on or -------------- before the Outside Date other than due to Purchaser's or Purchaser Parent's failure to satisfy the closing conditions set forth in Section 9.3; or ----------- (iii) be retained by the Escrow Agent and paid in accordance with the terms of this Agreement and the Escrow Agreement in the event that this Agreement is terminated (A) pursuant to Section 5.2(e) or (B) pursuant to -------------- Section 5.2(b) in the event that the Closing does not occur on or before the -------------- Outside Date due to Purchaser's or Purchaser Parent's failure to satisfy the closing conditions set forth in Section 9.3 (including, without limitation, ----------- payment of the Second Generation Supply Purchase Price pursuant to Section 3.2); provided, however, that ----------- -------- ------- upon satisfaction of the conditions set forth in the Escrow Agreement, the Escrow Agent shall disburse to the Sellers that portion of the Deposit equal to the actual damages incurred by the Sellers as a result of Purchaser's failure to perform hereunder and, if the Deposit exceeds such actual damages, the excess shall be returned to Purchaser. Notwithstanding the foregoing, if the actual damages incurred by the Sellers exceed the Deposit, the Deposit shall be paid to the Sellers in full in accordance with the terms and conditions of the Escrow Agreement terminatesand Purchaser and Purchaser Parent shall remain liable for the unpaid portion of the actual damages incurred by the Seller.

Purchase Price. (a) In consideration of for the conveyances contemplated under Section 2.1Shares, Purchaser shall (a) pay to Seller at the Closing: (i) on the Buyer will pay to the Sellers at Closing Date an aggregate amount equal to (x) Three Million Dollars ($3,000,000), less (y) the sum of (A) $27,000,000; any Extension Fee paid pursuant to the Collaboration Agreement and (B) the Stock Consideration; amount of any liabilities identified on Exhibit 2.2(a) and any other Company GAAP Liabilities (C) to the Promissory Note; and (D) extent not paid by the Purchased Product Inventory Value (collectively, Company prior to the “Closing Payment”Date), by wire transfer of immediately available funds to the Sellers (the difference of (x) minus (y), the “Net Closing Payment”); (ii) the Buyer will pay the amount of liabilities specified on Exhibit 2.2(a) to such account designated or accounts specified by the Company for immediate distribution in payment of the liabilities set forth on Exhibit 2.2(a); provided, however, that in no event shall the amounts payable under this Section 2(a)(ii) exceed an amount equal to Three Million Dollars ($3,000,000) minus the Company GAAP Liabilities that are not specified on Exhibit 2.2(a); and (iii) the then outstanding amount of the [***] Loan shall be reduced to zero, ((i), (ii) and (iii) collectively, the”Closing Consideration”) 5 Confidential material which has been omitted and filed separately with the Securities and Exchange Commission. #32620513 v1 (i) The Buyer shall pay to [***] in his capacity as Seller Representative for further distribution to the Sellers at the Closing, the Net Closing Payment, by notice wire transfer of immediately available funds to Purchaser the accounts in the United States specified by [***]6 in writing to the Buyer at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (bc) In addition to the Purchased Product Inventory Value and subject to event any Company GAAP Liabilities are identified within two (2) years after Closing that were not deducted from the last sentence of this Net Closing Payment as required by Section 2.3.1(b2.2(a), Purchaser Sellers shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value reimburse Buyer for each and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) every such Company GAAP Liability within five (5) Business Days of each payment by Purchaser after receiving the Buyer’s written demand therefor. Subject to Daravita Limited for quantities of Second Generation Replacement Product (as defined Section7.4(d), the foregoing does not limit or modify the indemnification obligations in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesArticle 7.

Purchase Price. (a) In consideration of On the conveyances contemplated under Section 2.1terms and subject to the conditions set forth in this Agreement, Purchaser shall (a) the Buyer agrees to pay or cause to Seller be paid to Seller: (i) on the Closing Date an amount equal aggregate of Three Hundred and Fifty Thousand Dollars ($350,000), (ii) subject to American Stock Exchange listing approval, a grant to Seller of Two Hundred Thousand (200,000) shares of Bovie Medical Corporation (AMEX:BVX) restricted stock, subject to the sum vesting schedule described below, (iii) a grant to Seller of up to an aggregate of One Hundred and Fifty Thousand (A150,000) $27,000,000; BVX shares of restricted stock (Bconditioned on terms set forth below), (iv) the Stock Consideration; royalty payments of Two-and-One-Half Percent (C2.5%) the Promissory Note; on Buyer’s Net Sales of “Tip on Tube” Products and “RF Skin Resurfacing” Products, as set forth below, and (Dvi) the Purchased Product Inventory Value royalty payments of Three Percent (3%) on Buyer’s Net Sales of “SEAL-N-CUT” Products and “MODULLION” Products, as set forth below (collectively, the “"Purchase Price"), and to assume or cause Buyer’s subsidiary to assume, the Assumed Liabilities as provided in Section 2.4. The Purchase Price shall be payable to Seller as follows: (a) On the Closing Payment”)Date, by wire transfer of transfer, One Hundred and Fifty Thousand Dollars ($150,000) in immediately available funds to Seller’s bank account set forth on Schedule 2.2(a); CONFIDENTIAL (11.10.06) Page 2 of 34 BUYER: ___ SELLER: ___ (b) No later than thirty (30) days after each of the first four (4) anniversaries of the Closing Date, by wire transfer, Fifty Thousand Dollars ($50,000) in immediately available funds to Seller’s bank account designated by set forth on Schedule 2.2(a); provided, however, that if Buyer fails to render the payments set forth in this Section 2.2(b) after a thirty (30) day grace period immediately following the due date of each such payment, Seller by notice shall be entitled to Purchaser an immediate vesting of all remaining unvested shares of restricted BVX stock set forth in Section 2.2(c); (c) Subject to the provisions of Section 7.7(d), no later than thirty (30) days after the Closing Date, Two Hundred Thousand (200,000) shares of restricted BVX stock, vesting over a four (4) year period as follows: Forty Percent (40%) or 80,000 shares immediately vested, and Twenty Percent (20%) or 40,000 shares vested at least each of the first three (3) Business Days prior to anniversaries of the Closing Date; provided, however, Seller shall hold all such vested shares for a period of at least one (1) year before Seller may sell or transfer them; (d) No later than forty-five (45) days after each of the events set forth in subsections (i)-(vi), below (the occurrence of which vests the corresponding number of shares of restricted BVX stock), the number of such shares specified, for an aggregate of up to One Hundred and Fifty Thousand (150,000) such shares; provided, however, Seller shall hold all such vested shares for a period of at least one (1) year before Seller may sell or transfer them : (i) Forty Thousand (40,000) shares upon Buyer obtaining a 510(k) FDA marketing clearance for the “SEAL-N-CUT” Product; (ii) Forty Thousand (40,000) shares upon Buyer obtaining a 510(k) FDA marketing clearance for the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and “MODULLION” Product; (iii) Seventeen Thousand Five Hundred (17,500) shares upon Buyer attaining a total of One Million Dollars ($1,000,000) in Net Sales of the Difference “SEAL-N-CUT” Product; (iv) Seventeen Thousand Five Hundred (17,500) shares upon Buyer attaining a total of One Million Dollars ($1,000,000) in Net Sales of the “MODULLION” Product; (v) Seventeen Thousand Five Hundred (17,500) shares upon Buyer attaining a total of Three Million Dollars ($3,000,000) in Net Sales of the “SEAL-N-CUT” Product; and (vi) Seventeen Thousand Five Hundred (17,500) shares upon Buyer attaining a total of Three Million Dollars ($3,000,000) in Net Sales of the “MODULLION” Product. (e) Royalty payments of Two-and-One-Half Percent (2.5%) on Buyer’s Net Sales of “Tip on Tube” Products, as further set forth in Section 2.3.1(bSchedule 2.2(e); (f) below and Royalty payments of Two-and-One-Half Percent (b2.5%) deliver to the Escrow Agenton Buyer’s Net Sales of “RF Skin Resurfacing” Products, at the Closingas further set forth in Schedule 2.2(f); (g) Royalty payments of Three Percent (3%) on Buyer’s Net Sales of “SEAL-N-CUT” Products, $3,000,000 as further set forth in cash Schedule 2.2(g); and (the h) Royalty payments of Three Percent (3%) on Buyer’s Net Sales of “Initial Escrow Amount”MODULLION” Products, as further set forth in Schedule 2.2(h), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (bi) In addition to the Purchased Product Inventory Value and subject to foregoing, after Buyer obtains the last sentence of this Section 2.3.1(b)applicable 510(k) FDA marketing clearances, Purchaser Buyer shall pay Seller the difference royalty payments of Two Percent (2%) on Buyer’s Net Sales of “Morscellator” Products and “Focused Ultrasonic Energy” Skin and Tissue Products, as further set forth in Schedule 2.2(i). The Parties agree and acknowledge that Sxxxx Xxxxxx’x on-going personal services, and fulfillment of his obligations, under the “Difference”Livneh Employment Agreement” (set forth in Section 5.2.5(a), below) between are (w) a material inducement for Buyer to enter into this Agreement, (x) a condition precedent to the Purchased Product Inventory Value Seller’s attainment of each of the elements of the Purchase Price set forth in this Section 2.2 (including all subsections (a)-(i), except (b)), (y) a condition precedent to the vesting of shares of restricted BVX stock under subsections 2.2(c) and 2.2(d), and (z) a condition subsequent to the Final Product Inventory Value determined right to receive royalty payments under subsections 2.2(e)-(i) hereof. With regard to Seller’s right to receive royalty payments hereunder, a failure of the condition subsequent in accordance with Section 2.3.3 the preceding subsection (z) (i.e., termination for cause or non-renewal of the Livneh Employment Agreement resulting in installments (the “Installments”) within less than a total of five (5) Business Days years of each payment continuous service thereunder) will permit Buyer to reduce such royalty payments by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product Fifty Percent (as defined in the Second Generation Supply Agreement50%). Each Installment CONFIDENTIAL (11.10.06) Page 3 of 34 BUYER: ___ SELLER: ___ The provisions of the foregoing paragraph concerning Sxxxx Xxxxxx’x performance under the Livneh Employment Agreement shall be equal not apply if Buyer (or its Affiliate employing Sxxxx Xxxxxx under that agreement) (i) terminates the Livneh Employment Agreement without cause, (ii) fails to renew the difference between [***] Livneh Employment Agreement for an additional two (2) years beyond the initial 3-year term, as provided therein, or (iii) both materially and adversely modifies Sxxxx Xxxxxx’x title, location of Notional NSP (employment, definitions or compensation, under the Livneh Employment Agreement, without his written consent. In the event of a termination of the Livneh Employment Agreement due to Sxxxx Xxxxxx’x death as set forth on under Section 2.3.1 11(a) thereof, Buyer shall (1) pay to Seller Fifty Percent (50%) of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts royalty payments due and payable to Daravita Limited under this Section 2.2, which royalty payments are earned and in effect as of the Second Generation Supply Agreement with respect to date of such Second Generation Replacement Product until either (i) termination for death, and Buyer shall immediately accelerate the Differencevesting of any remaining unvested shares of restricted BVX stock set forth in Section 2.2(c), if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at . From and after the Discounted Supply Price (as defined in Effective Date the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesBuyer shall be solely responsible for any and all costs and expenses associated with all provisional patent applications being purchased hereunder.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to On the Closing Date; , the Participant shall pay to the Lender FORTY-NINE MILLION, NINE HUNDRED EIGHTY-NINE THOUSAND, TWO HUNDRED FORTY AND NO/100 DOLLARS (ii$49,989,240.00) (the Milestone Payment(s"Purchase Price") in consideration for the Participant's Share of the Loans, including all payments thereon and all amounts realized or recovered in connection therewith from and after the date hereof (whether or not such payments relate to the period on, before or after the date hereof (but subject, in the case of cash payments or cash recoveries, to distribution in accordance with Section 3 hereof)), and as and a contribution to a possible joint effort with Lender with respect to a possible strategic transaction relating to the extent provided REIT (although as of the date hereof there is no agreement between the parties as to any such joint effort and in Section 2.3.2; and (iii) the Difference event the parties are unable to reach an agreement with respect to any such joint effort neither Lender nor Participant shall, except as set forth in Section 2.3.1(b5(b), owe the other party any obligation with respect to any such possible joint effort). In addition, the Lender and the Participant hereby agree that within seven (7) below days from the date hereof, the Purchase Price shall be adjusted to reflect the equal sharing between the Lender and the Participant of the costs and expenses incurred by the Lender and its affiliates on the one hand (bup to a maximum of Two Million Dollars ($2,000,000)) deliver and the Participant and its affiliates on the other hand (up to a maximum of Two Million Dollars ($2,000,000)) prior to the Escrow Agent, at date hereof relating to the Closing, $3,000,000 Loans (in cash the case of Lender) and relating to the Loans and the REIT and its assets (in the “Initial Escrow Amount”case of the Participant), by wire transfer . All references to "Dollars" herein shall mean the lawful currency of immediately available fundsthe United States of America. The Escrow Fund Payment of the Purchase Price shall be held, administered and distributed made in accordance with Section 2.4 and the terms of the Escrow Agreement9. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In consideration The aggregate purchase price for the Purchased Assets shall be US$162,500,000 (equivalent to RMB 1,032,687,500), consisting of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) on US$20,000,000 (equivalent to RMB 127,100,000) payable in US dollar by Changyou HK to Sohu Limited in accordance with the Closing Date an amount equal Sohu Limited/Changyou HK Share Purchase Agreement, (ii) RMB 864,782,045 (equivalent to US$136,079,000) payable in RMB by Gamespace to Sohu New Media in accordance with Sohu New Media/Gamespace Asset Reorganization Agreement, (iii) RMB 2,135,280 (equivalent to US$336,000) payable in RMB by Gamespace VIE to Sohu Internet in accordance with the sum of Sohu Internet/Gamespace VIE Copyright Assignment Agreement, (Aiv) $27,000,000; RMB 32,003,780 (Bequivalent to US$5,036,000) payable in RMB by Gamespace VIE to Sohu New Era in accordance with the Stock Consideration; (C) the Promissory Note; Sohu New Era/Gamespace VIE Registered Trademark Assignment Agreement, and (Dv) RMB 6,666,395 (equivalent to US$1,049,000) payable in RMB by Gamespace VIE to Sohu Internet in accordance with the Purchased Product Inventory Value Sohu Internet/Gamespace VIE Domain Name Assignment Agreement (the purchase price as set forth in clauses (i) through (v) collectively, the “Closing PaymentPurchase Price”), plus the assumption by the Buyers of the Assumed Liabilities. (b) Within three Business Days following the execution of this Agreement, the Buyers shall pay 20% of the Purchase Price in accordance with the Transaction Documents as set forth in clauses (i) through (v) of Section 2.05(a) (such amount, the “Deposit”) to the applicable Sellers as a deposit by wire transfer of immediately available funds in US$ or RMB, as the case may be, to an account designated in writing by the Sellers to the Buyers on or prior to date hereof. The Deposit shall be applied as follows: (a) if the Closing shall occur, the Deposit shall be applied toward payment of the Purchase Price in accordance with the Transaction Documents as set forth in clauses (i) through (v) of Section 2.05(a); or (b) if this Agreement is terminated pursuant to Article IX, as soon as practicable following such termination, (1) the Sellers shall refund the Deposit to the applicable Buyer which has paid such Deposit, by wire transfer of immediately available funds in RMB or US$, as the case may be, to an account designated in writing by the Buyers to the Sellers, and (2) simultaneously, the parties shall terminate (and take any other actions necessary to rescind any transactions consummated pursuant to) the other Transaction Documents that were executed on the date hereof and unwind the transactions contemplated under any of the Transaction Documents which have been closed. If the Closing shall occur, the Purchase Price less the Deposit (such amount, the “Closing Payment”) shall be paid on the Closing Date, (A) by wire transfer of immediately available funds in RMB to an account designated in writing by Seller by notice each of the Sellers (except for Sohu Limited) to Purchaser at least three the Buyers no later than two (32) Business Days prior to the Closing Date; (ii) Date in accordance with the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference Transaction Documents as set forth in clauses (ii) through (v) of Section 2.3.1(b) below 2.05(a), and (bB) deliver by Changyou HK’s issuance and delivery of a promissory note in the principal amount of US$16,000,000 to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed Sohu Limited in accordance with Section 2.4 and the terms of Sohu Limited/Changyou HK Share Purchase Agreement. Changyou shall pay, or cause the Escrow Agreement. (b) In addition other Buyers to pay, for the Purchase Price pursuant to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (Transaction Documents as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either in clauses (i) through (v) of Section 2.05(a), and the Difference, if any, has been paid in full Buyers agree to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at be jointly and severally liable for the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 entire amount of the Second Generation Supply Purchase Price. For the avoidance of doubt, the conversion rate between US$ and RMB under this Agreement terminatesshall be 6.355:1.

Purchase Price. The aggregate consideration payable by Purchaser (or its designee) to the Securityholders for the Securities (the “Purchase Price”) shall be: (i) an amount in cash, payable at the Closing to the Securityholders indicated on the Spreadsheet (with payment for the Optionholders and other Securityholders receiving compensatory payments under applicable Legal Requirements for purpose of Tax to be paid to the Company for further distribution to the Optionholders and such Securityholders via the Company’s payroll), equal in the aggregate to (a) In consideration $30,000,000, less (b) the aggregate amount of all Indebtedness as of the conveyances contemplated Closing, less (c) the aggregate amount of all Unpaid Transaction Expenses, plus (d) the amount by which Estimated Working Capital exceeds the Working Capital Target, as reflected on the Financial Certificate, if at all, less (e) the amount by which the Working Capital Target exceeds Estimated Working Capital, as reflected on the Financial Certificate, if at all, less (f) the Representative’s Expense Fund Amount, less (g) the Escrow Amount, less (h) the Old Reserves Retainer (such net amount under Section 2.1, Purchaser shall (a) pay to Seller this subpart (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively), the “Closing Cash Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; ; (ii) the Milestone Payment(s), as and an amount in cash equal to the extent provided in Section 2.3.2; and Representative’s Expense Fund Amount, which amount Purchaser shall deliver or cause to be delivered to the Representative at the Closing; (iii) an amount in cash equal to $4,500,000, which amount Purchaser shall deliver or cause to be delivered to the Difference as Escrow Agent at the Closing (the “Escrow Amount”) for the purpose of satisfying claims brought pursuant to Section 7 and distributed in accordance with the terms and conditions set forth in Section 2.3.1(b) below this Agreement and (b) deliver to the Escrow AgentAgreement; (iv) the issuance, at the Closing, of 7,500,000 shares of common stock of Purchaser, par value $3,000,000 in cash 0.0001 (the “Initial Escrow AmountPurchaser Common Stock”), to the Securityholders and in such amounts indicated on the Spreadsheet for which stock certificates will be delivered by wire transfer of immediately available funds. The Escrow Fund shall be heldPurchaser after Closing; provided however, administered and distributed that in accordance connection with Section 2.4 and the terms determining each Securityholder’s Pro Rata Amount of the Escrow Agreement.Purchaser Common Stock to the Securityholders, the Company is permitted at its discretion to reallocate any fractional shares among the Securityholders so as to provide that the Pro Rata Amount for each Securityholder is only in whole shares; (bv) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product Milestone Payments (as defined below) to the Securityholders indicated on the Spreadsheet; (vi) an amount in the Second Generation Supply Agreement). Each Installment shall be cash equal to the difference between [***] of Notional NSP (Indebtedness as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the DifferenceClosing, if any, has been paid as reflected on the Financial Certificate, which amount Purchaser shall deliver or cause to be delivered to the recipients indicated on the Financial Certificate; (vii) an amount in full cash equal to SellerUnpaid Transaction Expenses as of the Closing, if any, as reflected on the Financial Certificate; and (viii) an amount in cash equal to the Old Reserves Retainer, which amount Purchaser shall deliver or (ii) Daravita Limited’s obligation cause to supply Second Generation Replacement Product be delivered to the Escrow Agent at the Discounted Supply Closing (the “Old Reserves Escrow Amount”) for the purpose of addressing the resolution of the matters addressed in Section 1.9 below. Payments to the Securityholders of the Purchase Price (shall be made as defined set forth in the Second Generation Supply Agreement) pursuant Spreadsheet in accordance with each such Securityholder’s Pro Rata Amount, with such payments to Section 16.2.1 be made through the Paying Agent or, in respect of Optionholders and other Securityholders receiving compensatory payments under applicable Tax Legal Requirements, to the Company for further distribution to the Optionholders or other Securityholders via the Company’s payroll, provided, however, that for the purpose of calculating each Securityholder’s Pro Rata Amount of the Second Generation Supply Agreement terminatesClosing Cash Payment only, the aggregate Closing Cash Payment shall be deemed increased by the aggregate exercise price of all Options, and the Closing Cash Payment due to each Securityholder that holds Options shall be reduced by the exercise price of such Options.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1sale, Purchaser transfer, assignment, conveyance and delivery by Seller and the Seller Subsidiaries of the Purchased Assets to Buyer, and in addition to assuming the Assumed Liabilities, Parent shall cause Buyer at the Closing to (ai) pay to Seller (i) on the Closing Date an aggregate amount equal to Two Hundred Ten Million Dollars ($210,000,000) in cash (the sum of (A"Cash Payment") $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the an account or accounts designated by Seller by notice Seller's written instructions given to Purchaser Buyer at least three (3) two Business Days prior to the Closing Date; Closing, which amount shall be subject to adjustment pursuant to Section 2.4 below, (ii) deliver to Seller a stock certificate or certificates of Parent (bearing any applicable legend required under federal or state securities laws) in the Milestone Payment(snames and amounts designated by Seller at least two Business Days prior to Closing representing a number of shares (the "Parent Shares") of common stock, par value $0.01 per share, of Parent ("Parent Common Stock") determined as follows: if the average per share closing price of the Parent Common Stock, as reported on the New York Stock Exchange Composite Transactions Tape (as reported by The Wall Street Journal (Northeast Edition)), as and or if not reported thereby, by any other authoritative source) for the ten (10) trading days immediately prior to the extent provided in Section 2.3.2trading day prior the Closing Date ("Average Price") is (a) not less than $10.00 and not more than $13.00, then the number of Parent Shares shall be equal to Thirty-Four Million Nine Hundred Thousand Dollars ($34,900,000) divided by the Average Price; (b) less than $10.00, then the number of Parent Shares shall be equal to 3,490,000 shares of Parent Common Stock; and (c) more than $13.00, then the number of Parent Shares shall be equal to 2,684,615 shares of Parent Common Stock, and (iii) the Difference as set forth in Section 2.3.1(bsubject to adjustment pursuant to Sections 2.4, 5.4(j), 5.4(r) below and (b) 8.4, deliver to Seller a convertible note in the Escrow Agent, at the Closing, aggregate principal amount of Eighteen Million Dollars ($3,000,000 in cash (the “Initial Escrow Amount”18,000,000), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the summary terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as which are set forth on Section 2.3.1 of Exhibit G attached hereto (the Seller Disclosure Schedule) for such Second Generation Replacement Product "Convertible Note" and, together with the Cash Payment and the corresponding amounts due and payable to Daravita Limited under Parent Shares, collectively, the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates"Purchase Price").

Purchase Price. The purchase price for the Shares shall be as set forth below, subject to adjustment pursuant to Section 8 hereof (such price, as adjusted from time to time, is herein referred to as the "Exercise Price"): (a) In consideration of For the conveyances contemplated under Section 2.1first one hundred twelve thousand five hundred (112,500) Shares that the Holder purchases, Purchaser the Holder shall (a) pay to Seller (i) on the Closing Date an amount a per share price equal to the sum price per share of the Common Stock sold pursuant to the Company's first underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”"IPO"), by wire transfer exclusive of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as underwriters' commissions and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash discounts (the “Initial Escrow Amount”"IPO Price"), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement.; (b) In addition For the second one hundred twelve thousand five hundred (112,500) Shares that the Holder purchases, the Holder shall pay a per share price equal to one hundred twenty-five percent (125%) of the IPO Price; (c) For the third one hundred twelve thousand five hundred (112,500) Shares that the Holder purchases, the Holder shall pay a per share price equal to one hundred fifty percent (150%) of the IPO Price; (d) For the fourth one hundred twelve thousand five hundred (112,500) Shares that the Holder purchases, the Holder shall pay a per share price equal to one hundred seventy-five percent (175%) of the IPO Price; and (e) If the Company's IPO shall have not occurred prior to the Purchased Product Inventory Value and subject date this Warrant becomes exercisable pursuant to Section 3(b) below, then the last sentence Exercise Price of this Section 2.3.1(b), Purchaser shall pay Seller the difference Warrant (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (iSection 3(b) below only) shall be determined by setting the DifferenceIPO Price at $3.34 per share in Sections 2(a), if any2(b), has been paid in full to Seller; or (ii2(c) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreementand 2(d) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminateshereof.

Purchase Price. (a) In consideration of The purchase price (the conveyances contemplated under Section 2.1, Purchaser shall (a"Purchase Price") pay to Seller (i) on for the Closing Date an amount equal to Xxxxxx Assets will be the sum of (Ax) Two Million, Four Hundred Ten Thousand Dollars ($27,000,000; 2,410,000), as adjusted by the Adjustment Amount (Bwhether a positive or negative amount), (y) the Stock Consideration; Accounts Receivable Amount, and (Cz) the Promissory Note; and amount of the Current Liabilities, which Purchase Price shall be payable as follows: (Di) Two Million, Four Hundred Ten Thousand Dollars ($2,410,000) of the Purchased Product Inventory Value (collectivelyPurchase Price, as adjusted by the “Estimated Adjustment Amount in accordance with Section 2.8, shall be payable at Closing Payment”), by wire transfer of immediately available funds pursuant to the account designated wire transfer instructions delivered by Seller by notice Sellers to Purchaser at least Buyers no less than three (3) Business Days days prior to the Closing Date; closing; (ii) the Milestone Payment(sAccounts Receivable Amount, as estimated by Sellers, shall be payable by means of Xxxxxx Sub's delivery of its non-interest bearing promissory note (the "Note") in the principal amount of such estimated Accounts Receivable Amount payable to DWZM in the form Exhibit 2.2(a)(ii)(1), secured by a first priority interest in the accounts receivable of Xxxxxx Sub pursuant to a security agreement in the form attached as and Exhibit 2.2(a)(ii)(2); provided, however, that if the amount of the Accounts Receivable Amount, as shown on the Closing Balance Sheet, is different from the amount estimated, then the Note delivered by Xxxxxx Sub at Closing will be replaced with a new note of like tenor in the principal amount of the Accounts Receivable Amount shown on the Closing Balance Sheet; which Note, in either case, will be unconditionally guaranteed by Top Air pursuant to the extent provided in Section 2.3.2guaranty agreement attached as Exhibit 2.2(a)(ii)(3) hereto (the "Guaranty Agreement"); and and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms assumption of the Escrow AgreementCurrent Liabilities. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value The purchase price as determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment federal income tax purposes shall be equal to allocated among the difference between [***] of Notional NSP (Xxxxxx Assets as set forth on Section 2.3.1 of Exhibit 2.2(b), to be prepared jointly by Buyers and Sellers and delivered by Buyers at Closing, and such allocation shall be used by the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either parties in preparing (i) the DifferenceForm 8594, if anyAsset Acquisition Statement, has been paid in full to Seller; or for Buyers and Sellers and (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at all tax returns. Buyers and Sellers shall file Form 8594 prepared in accordance with this Section with its federal income tax return for its tax period which includes the Discounted Supply Price (as defined in the Second Generation Supply Agreement) Closing Date. All allocations made pursuant to this Section 16.2.1 shall be binding upon the parties and upon each of their successors and assigns, and the Second Generation Supply parties shall report the transactions contemplated by this Agreement terminatesin accordance with such allocations. The parties will make appropriate adjustments to Exhibit 2.2(b) following any adjustments to the Purchase Price pursuant to the terms hereof.

Purchase Price. DSC shall pay Message Logic a purchase price (the “Purchase Price”) for the Message Logic Assets, as follows: a) In consideration One Million Four Hundred Ninety Five Thousand One Hundred Ninety (1,495,190) Shares of Data Storage Corporation, a Nevada corporation (the “Parent”), unregistered common stock (the “Shares”) based on the following schedule and/or successful achievement of the conveyances contemplated under Section 2.1Benchmarks (as hereinafter defined), Purchaser shall (a) pay to Seller as follows: (i) on A payment to Message Logic at Closing of Five Hundred Thirty Eight Thousand Four Hundred Twenty Eight (538,428) Shares; provided, however, that such Shares shall be held in escrow for up to ninety (90) days following the Closing Date an amount equal pursuant to the sum terms of the Escrow Agreement attached hereto as Exhibit A (Awhich Escrow Agreement the parties shall execute and deliver at Closing) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing PaymentEscrow Agreement”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; ; (ii) A payment to Message Logic in the Milestone Payment(s)thirteenth (13th) full calendar month following the Closing of an additional Three Hundred Eighty Four Thousand Six Hundred Fifteen (384,615) Shares will be made based on achievement of the Benchmark described in Section 2.2(b) below; provided, as and however, that the number of Shares payable to Message Logic under this Section 2.1(a)(ii) (if any) shall be reduced to the extent that the cash delivered by Message Logic to DSC at Closing is less than Sixty Six Thousand Four Hundred Forty Nine Dollars and Ninety Two Cents ($66,449.92) (with each such Share being valued at Sixty Five Cents ($0.65) each for these purposes) (the “Advance Payment Recovery Shares”); provided in further, however, that if the number of Shares payable under this Section 2.3.22.1(a)(ii) is fewer than the Advance Payment Recovery Shares, then the number of Shares payable to Message Logic under Section 2.1(a)(iii) below (if any) shall be reduced by the remaining number of Advance Payment Recovery Shares; and provided further, however, that if the number of Shares payable under Sections 2.1(a)(ii) and (iii) is fewer than the Difference as set forth Advance Payment Recovery Shares, then Message Logic shall provide its promissory note in Section 2.3.1(bfavor of DSC in the twenty fifth (25th) below full calendar month following the Closing for the amount of any Advance Payments not recovered by DSC through the reduction in Shares payable by DSC to Message Logic under Sections 2.1(a)(ii) and (biii) deliver to (if any), with such note payable in thirty six (36) equal monthly installments beginning on the Escrow Agent, at first day of the twenty sixth (26th) full calendar month following the Closing, and continuing on the first day of the next thirty five (35) calendar months thereafter; (iii) Subject to any applicable reduction described in Section 2.1(a)(ii) above, a payment to Message Logic in the twenty fifth (25th) full calendar month following the Closing of an additional Three Hundred Eighty Four Thousand Six Hundred Fifteen (384,615) Shares will be made based on achievement of the Benchmark described in Section 2.2(d) below; and (iv) A payment to Zojax Group, LLC (“Zojax”) at Closing of One Hundred Eighty Seven Thousand Five Hundred Thirty Two (187,532) Shares in satisfaction of all but Ten Thousand Dollars ($3,000,000 in cash 10,000) of Message Logic’s liability due to Zojax (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund which remaining Ten Thousand Dollars ($10,000) shall be heldone of the Assumed Liabilities subject to the terms and conditions of this Agreement); provided, administered and distributed however, that such Shares shall be held in accordance with Section 2.4 and escrow for up to ninety (90) days following the Closing pursuant to the terms of the Escrow Agreement. (b) In addition Eight Hundred Thousand Dollars ($800,000) in cash based on the following schedule and/or successful achievement of the Benchmarks, as follows: (i) A payment to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined Message Logic in the Second Generation Supply Agreement). Each Installment shall seventh (7th) full calendar month following the Closing of Twenty Five Thousand Dollars ($25,000) will be equal to the difference between [***] of Notional NSP (as set forth made based on Section 2.3.1 achievement of the Seller Disclosure ScheduleBenchmark described in Section 2.2(a); (ii) for such Second Generation Replacement Product and A payment to Message Logic in the corresponding amounts due and payable (13th) full calendar month following the Closing of Three Hundred Seventy Five Thousand Dollars ($375,000) will be made based on achievement of the Benchmark described in Section 2.2(b); (iii) A payment to Daravita Limited under Message Logic in the Second Generation Supply Agreement with respect nineteenth (19th) month following the Closing of One Hundred Fifty Thousand Dollars ($150,000) will be made based on achievement of the Benchmark described in Section 2.2(c); and (iv) A payment to such Second Generation Replacement Product until either Message Logic in the twenty fifth (25th) month following the Closing of Two Hundred Fifty Thousand Dollars ($250,000) will be made based on achievement of the Benchmark described in Section 2.2(d). c) Subject to Section 5(y)(ii)(5) below, (i) the Difference, if any, has been paid Shares described in full Section 2.1(a)(i) above may be transferred by Message Logic following their release from the Escrow Agreement to Seller; or the individuals and entities in the percentages identified in Schedule 6 attached hereto and (ii) Daravita Limited’s obligation all Shares issuable hereunder thereafter may be issued, at written direction of Message Logic sent to supply Second Generation Replacement Product DSC at least fifteen (15) days prior to the Discounted Supply Price (as defined date that any such Shares are scheduled to be issued, directly to the individuals and entities in the Second Generation Supply Agreementpercentages identified in Schedule 6 attached hereto. Message Logic may revise the percentages set forth on Schedule 6 attached hereto by written notice sent to DSC at least fifteen (15) pursuant days prior to Section 16.2.1 the date that any such Shares are scheduled to be issued. Message Logic shall reimburse DSC for its out of the Second Generation Supply Agreement terminatespocket and administrative costs incurred in connection with any such transfer or issuance by DSC plus a $100 service fee.

Purchase Price. (a) In Subject to adjustment in accordance with this Section 1.4 and Sections 1.5 and 1.6 below, the aggregate purchase price (the "Purchase Price") payable to Sellers in consideration for the Assets (other than gold, which shall be purchased pursuant to subsection 1.4(b) below) and the Business (in addition to the assumption of the conveyances contemplated under Section 2.1Assumed Liabilities) shall be an aggregate amount in cash equal to the sum of (x) $23,137,586 [such amount being derived as follows: $44,000,000 less the net amount contained in the statement of working capital as at January 28, Purchaser shall 1996 as set forth on Schedule 1.4(a) (athe "Base Working Capital Statement")] plus (y) the Adjusted Working Capital (as defined below) plus (z) the aggregate amount on account of those certain operating liabilities set forth on Schedule 1.4(b) hereof. Buyer will pay to Seller the Purchase Price at Closing as follows: (i) on by wire transfer in immediately available funds to an account designated by Sellers (in accordance with the Closing Date allocation determined pursuant to Section 1.8(b) hereof), an amount equal to the sum of (Ax) $27,000,000; 9,137,586 plus (By) Sellers' good faith estimate of the Adjusted Working Capital (the "Estimated Working Capital"), which estimate shall be set forth in writing and shall be delivered to Buyer not less than three (3) business days prior to the Closing Date plus (z) the Stock Considerationaggregate amount on account of those certain liabilities set forth on Schedule 1.4(b) hereof; and (Cii) to an escrow agent (the Promissory Note; and (D"Escrow Agent") the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of in immediately available funds to the an account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at an amount equal to $14,000,000 to be held by the ClosingEscrow Agent pending receipt of the FTC Final Order, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and pursuant to the terms of an escrow agreement incorporating the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as terms set forth on Section 2.3.1 of Exhibit D hereof (the Seller Disclosure Schedule"Escrow Agreement") for such Second Generation Replacement Product to be entered into on the Closing Date among Sellers, Buyer and the corresponding amounts due Escrow Agent. Sellers shall have no liability to Buyer if the FTC Final Order differs from the FTC Preliminary Order except to the extent of a reduction in the Purchase Price payable pursuant to this Subsection 1.4(a) (and payable the right to Daravita Limited under the Second Generation Supply Agreement with respect receive an amount equal to such Second Generation Replacement Product until either (i) reduction from the DifferenceEscrow Fund held by the Escrow Agent), if any, has been paid except to the extent that Sellers would otherwise be liable to Buyer in full connection therewith or on account thereof pursuant to Seller; or (ii) Daravita Limited’s obligation any other provision of this Agreement without regard to supply Second Generation Replacement Product at the Discounted Supply Price (as defined limitation in the Second Generation Supply Agreement) pursuant to Section 16.2.1 first clause of the Second Generation Supply Agreement terminatesthis sentence.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) The Buyer agrees to pay to the Seller Four Million One Hundred Thousand and 00/100 Dollars ($4,100,000.00), plus the Working Capital Price Adjustment (collectively the "Purchase Price") payable as follows: (i) on the Closing Date an date of this Agreement, the Buyer will deposit with the Xxxxxxx Money Escrow Agent the amount equal to of Two Hundred Five Thousand and 00/100 Dollars ($205,000.00) (the sum "Xxxxxxx Money Deposit") in Cash by delivery of either (A) $27,000,000; a clean and irrevocable letter of credit issued by NationsBank Texas, N.A. for the benefit of the Xxxxxxx Money Escrow Agent or (B) by wire transfer or delivery of other immediately available funds; (ii) on the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelyClosing Date, the “Buyer shall deposit with the Retainage Agent the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the "Retainage Deposit") in Cash by wire transfer or delivery of other immediately available funds; (iii) on the Closing Payment”Date, the Buyer shall pay to the Seller the amount of Three Million Six Hundred Forty Five Thousand and 00/100 Dollars ($3,645,000.00), less interest earned on the Xxxxxxx Money Deposit, by wire transfer or delivery of other immediately available funds to funds; and (iv) on the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as date set forth in Section 2.3.1(b) below and (b) deliver 7(d), the Buyer shall pay to the Seller the Working Capital Price Adjustment. The Xxxxxxx Money Deposit referenced in this Section 1(i) shall be placed in escrow with the Escrow Agent, at Money Escrow Agent pursuant to an escrow agreement in the Closing, $3,000,000 in cash form attached hereto as Exhibit A (the “Initial "Xxxxxxx Money Escrow Amount”Agreement"), which requires that the Xxxxxxx Money Deposit in the form of cash shall be deposited by wire transfer the Xxxxxxx Money Escrow Agent with a federally insured financial institution in an interest bearing account. Any interest earned on the Xxxxxxx Money Deposit shall accrue to the benefit of immediately available fundsthe Buyer, and, together with the principal amount of the Xxxxxxx Money Deposit, shall be payable to the Seller and credited against the Purchase Price on the Closing Date. If this Agreement is terminated without Closing of the transaction contemplated herein, the Xxxxxxx Money and all accrued interest shall be paid to the Buyer or the Seller as provided in the Xxxxxxx Money Escrow Agreement. The Escrow Fund Retainage Deposit referenced in this Section 1(ii) shall be heldplaced in escrow with the Retainage Agreement pursuant to an escrow agreement in the form attached hereto as Exhibit B (the "Retainage Agreement"), administered and distributed which requires that the Retainage Deposit shall be deposited by the Retainage Agent as provided in accordance with Section 2.4 and the terms Retainage Agreement. Interest earned on the Retainage Deposit shall accrue to the benefit of the Escrow Seller, and, together with the principal amount of the Retainage Deposit, shall be payable to the Seller or the Buyer as provided in the Retainage Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. As consideration for the purchase of the Assets, Purchaser shall pay, in immediately available funds: (a) In consideration on behalf of Sellers to satisfy all the conveyances contemplated under Section 2.1outstanding Indebtedness of Sellers as of Closing, all of which shall be set forth in the pay-off letters (the “Pay-Off Letters”) to be provided to Purchaser prior to the Closing (“Funded Indebtedness”), to the applicable lenders identified in the Pay-Off Letters, and in accordance with the Pay-Off Letters which shall also indicate that such lenders (a) pay have agreed to Seller release all of their Encumbrances concurrently with the repayment of the obligations giving rise thereto and (ib) on will prepare and file, or allow Purchaser to file, any Uniform Commercial Code termination statements or similar filings as are reasonably necessary to terminate and release, as of record, the Closing Date financing statements or other recordings previously filed by such lenders with respect to the Encumbrances (“Required Financing Statements”); (b) to Company, an aggregate of Forty Million Eight Hundred Ninety Thousand Dollars ($40,890,000) less the Funded Indebtedness, as adjusted and subject to deferral pursuant to Section 2.4 below (such amount together with the Funded Indebtedness, the “Initial Company Purchase Price”), and as subject to adjustment pursuant to Section 2.5 below (the “Company Purchase Price”); (c) to Company, an amount equal to fifty percent (50%) of the sum incremental Nebraska state income tax owed by Company’s shareholders (based on cost basis of the Company Assets sold) resulting from the sale of the Company Assets under this Agreement, without the benefit of the Nebraska Capital Gain Exclusion (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing PaymentExclusion”), by wire transfer of immediately available funds as compared with the corresponding tax that Company’s shareholders would have owed had the transaction qualified for the Exclusion, but in no event to the account designated by Seller by notice to Purchaser at least three exceed One Million Five Hundred Thousand Dollars (3$1,500,000.00) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow AmountAdditional Company Purchase Price”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement.; and (bd) In addition to the Purchased Product Inventory Value and subject to the last sentence LLC, an aggregate of this Section 2.3.1(b), Purchaser shall pay Seller the difference Four Million One Hundred Ten Thousand Dollars ($4,110,000) (the “DifferenceLLC Purchase Price”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In consideration for the sale of the conveyances contemplated under Section 2.1Company Shares, Purchaser shall (a) the Buyer agrees to pay to Seller the Sellers the following (the “Purchase Price”): (i) on the Closing Date an amount equal Three Million Eight Hundred Thousand ($3,800,000.00) Canadian dollars subject to the sum of adjustments referred to in paragraphs 2(b)(ii), (iii), and (iv), payable as follows: (A) subject to such adjustments, $27,000,000; 2,000,000.00 (BCanadian dollars) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), together with interest at the rate of 5% per annum from February 1, 2007 to the Closing Date on the Closing Payment, by wire transfer or delivery of other immediately available funds payable on Closing; (B) subject to such adjustments, $900,000 (Canadian dollars) (the account designated by Seller by notice “Second Instalment”) which will be due and payable three months after the date of Closing; and, (C) subject to Purchaser at least three paragraph (3iv) Business Days prior to of this section, $900,000 (Canadian dollars) (the Closing Date; “Third Instalment”) which will be due and payable nine months after the date of Closing; (ii) the Milestone Payment(sPurchase Price shall be reduced, dollar for dollar, to the extent that (A) the sum of the deferred revenue, accounts payable (including any outstanding obligations regarding the termination of the employment of Xxxx Xxxxx), accrued expenses, accrued Tax liability, accrued vacation pay and bank and other indebtedness of the Company as of January 31, 2007, and any unpaid costs or expenses incurred by the Company and the Sellers in relation to or in preparation for the Transaction, and the cost of obtaining an audit of the financial statements of the Partnership referred to in paragraph 4(g)(ii) and the cost of obtaining a review engagement of the financial statements of the Company referred to in paragraph 4(g)(iii) hereof, and the cost of the review by Xxxxxxx Xxxxxxxxx LLP of the January 31, 2007 Balance Sheet (the “Current Liabilities”), is greater than (B) the sum of the cash, cash equivalents, accounts receivable and prepaid expenses of the Company as of the January 31, 2007 (the “Current Assets”), both as determined in accordance with GAAP consistently applied and shown in the January 31, 2007 Balance Sheet; and the Purchase Price shall be increased, dollar for dollar, if and to the extent that the Current Assets as of January 31, 2007 exceed the Current Liabilities as of January 31, 2007; (provided in Section 2.3.2; however, for greater certainty, it is understood and agreed that the costs of preparing and auditing or obtaining a review engagement report on the financial statements as of and for the stub year period ending on the Closing Date will not be considered Closing Liabilities); (iii) if, prior to its current expiry date of September 30, 2007, the Difference NMSO has not been renewed by the Canadian Federal Government, or if the Reseller Agreements have not been renewed by Kodak, in each case to at least March 31, 2008 on terms which are at least as set forth in Section 2.3.1(b) below and (b) deliver favourable to the Escrow Agent, at Company as the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the current terms of the Escrow Agreement.NMSO and Reseller Agreements, then: (bA) In addition the Purchase Price will be reduced by an amount equal to 1.2189 times the “FGM Shortfall”, if any (as hereafter defined); and (B) such reduction of the Purchase Price will be applied against the Third Instalment. For purposes hereof, the “FGM Shortfall” means the amount, if any, by which: (C) the sum of $264,000, exceeds (D) the total gross margin amount realized by the Company on sales to the Purchased Product Inventory Value and subject Canadian Federal Government during the 12-month period from February 1, 2007 to January 31, 2008 of products (whether manufactured by Kodak or others) which are of the same type as those sold by the Company to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller Canadian Federal Government under the difference (the “Difference”) between the Purchased Product Inventory Value NMSO and the Final Product Inventory Value Reseller Agreements during the 12-month period ended October 31, 2006. A statement showing the calculation of any adjustment made pursuant to this paragraph 2(b) (iii) will be prepared and furnished by the Company to the Sellers and the Buyer on or before January 31, 2008 and if either Party disputes the adjustment, the matter will be resolved pursuant to paragraph 2(c) hereof; (iv) without duplicating any adjustment pursuant to paragraph 2(b)(ii) above, the Purchase Price shall also be decreased as mutually agreed upon by the Principals and the Buyer if the January 31, 2007 Balance Sheet of the Company, as determined in accordance with Section 2.3.3 GAAP consistently applied, is not substantially similar to the balance sheet of the Company as of October 31, 2006 as referred to in installments paragraph 4(g) (the “Installments”iii) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined hereof and included in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (Financial Statements attached hereto as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.Exhibit A.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) The Buyer agrees to pay to the Seller Parties (ias directed by them) on at the Closing Date an amount equal to the sum of (Ai) $27,000,000; 4,750,000, (Bii) $125,000 for each of the States of Louisiana and Colorado if the Company has a Surplus or Excess Lines Qualification that is valid, in force, unimpaired and in good standing on the Closing Date in such state, and (iii) the Stock Consideration; Market Value of Acceptable Financial Assets owned by the Company immediately prior to the Closing (Cwhich shall exclude (a) the Promissory Note; assets to be included in the transfer to the Parent pursuant to Section 3.1, (b) the assets held in trust pursuant to the New York Trust Agreement and the Liberty Trust, (c) the assets held pursuant to the Escrow and/or Custodial Agreement for the State of New Hampshire and, if the Excess or Surplus Lines Qualification for Louisiana is not in force on the Closing Date, the assets held pursuant to the Escrow and/or Custodial Agreement for the State of Louisiana, and (Dd) the Purchased Product Inventory Value assets included in the transfers contemplated by Section 3.3(a)) in an amount equal to $5,000,000 (collectivelythe “Purchase Price”); provided, however, that if any of the Company’s Surplus or Excess Lines Qualifications in the jurisdictions listed in Section 4.1(u)(2) of the Disclosure Schedule is not valid, in force, unimpaired and in good standing on the Closing Date, the Purchase Price shall be reduced by the amount set forth in Section 2.2 of the Disclosure Schedule opposite the name of the jurisdiction in which such Surplus or Excess Lines Qualification is not valid, in force, unimpaired or in good standing, or, if there is more than one such jurisdiction, the sum of the amounts set forth in Section 2.2 of the Disclosure Schedule opposite the names of such jurisdictions (the “Closing PaymentSection 2.2 Amount”). At the Closing, in exchange for the delivery by the Seller Parties to the Buyer of the Shares, the Buyer shall pay to the Seller Parties the Purchase Price by wire transfer of immediately available funds to the a bank account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesParties.

Purchase Price. Subject to the terms and conditions of this Agreement, Buyer agrees to acquire the Purchased Assets from Sellers and to pay Sellers the following consideration (all payments of cash and stock to be made by Buyer to Sellers hereunder shall be allocated among Sellers and paid by Buyer to the accounts specified on Exhibit B, hereto): (a) In consideration of Three Million Five Hundred Fifty Thousand U.S. Dollars ($3,550,000) (the conveyances contemplated under Section 2.1“Cash Payment”), Purchaser shall (a) pay to Seller (i) payable on the Closing Date an amount equal by cash (less any payments made by Buyer to creditors of Sellers at the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”pursuant to Section 2.5), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by bank or cashier’s check or wire transfer of immediately available funds. The Escrow Fund , which wire instructions shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement.have been delivered to Buyer by Sellers at least two days prior to Closing; (b) In addition to the Purchased Product Inventory Value and subject to the last sentence Shares of this Section 2.3.1(b), Purchaser shall pay Seller the difference Buyer’s common stock (the “DifferenceBuyer’s Shares”) between having an aggregate value of $400,000, with the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser price per Buyer’s Share for this purpose to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be deemed equal to the difference between [***] volume-weighted average closing price per share of Notional NSP Buyer’s common stock as reported by the Nasdaq SmallCap Market for the ten (as 10) trading days immediately preceding the Closing Date; (c) Entry by Buyer into three-year employment agreements with a two-year mutual renewal period (each in the form set forth on in Exhibit F) with each of Xxxxxxx Xxxxxxxxx, President of each Seller, and Xxxx Xxxxxx, Vice President of each Seller, providing for a combined rate of compensation totaling $350,000 per annum (collectively, the “Employment Agreements”); and (d) The earn-out payments provided for in Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates2.3.

Purchase Price. (a) In consideration The total purchase price (defined as the “Purchase Price”) for the Shares shall amount to EIGHTEEN MILLION DOLLARS (USD18,000,000), free of Expenses, and shall be paid and adjusted according to the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller following provisions: (i) on the Closing Date, Purchasers shall pay Sellers ONE MILLION THREE HUNDRED FIFTY THOUSAND DOLLARS (USD 1,350,000) of the Purchase Price (defined as the “Payment at the Closing”). The Payment at the Closing shall be made on the Closing Date by wire transfer to the foreign bank accounts owned by Sellers with freely available funds and net of transfer expenses which are stated in Exhibit 1.02 (a) (defined as the “Bank Accounts of Sellers”): and (ii) Purchasers shall transfer to the bank account which shall be informed to Purchasers in accordance with paragraph (d) of this Section 1.02, and subject to the provisions of Sections 1.02, 1.03 and/or 1.04, as the case may be, the amount of SIXTEEN MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS (USD16,650,000) (defined as the “Balance of the Price”), minus any amounts corresponding to Damages and/or Indemnifiable Liabilities (as stated in Section 5.02 below) which are known before the date of payment of the Balance of the Price. (b) The Balance of the Price (which for purposes of this Section 1.02 shall include indistinctly, as the case may be, the Adjusted Balance of the Price I, the Adjusted Balance of the Price II, the Adjusted Balance of the Price III and/or the Adjusted Balance of the Price IV, as all such terms are defined below) shall accrue the following interest rate (defined as the “Interest”): (i) for the first six (6) months following the Closing Date (defined as the “First Term”), the Balance of the Price, (y) including any Damages and/or Indemnifiable Liabilities, as such term is defined in Section 5.02, which have been Withheld but which have not been effectively paid by Purchasers and/or the Company (jointly referred to as the “Damages Withheld”) during the First Term; but (z) excluding from the Balance of the Price any Damages and/or Indemnifiable Liabilities which Purchasers and/or the Company have effectively paid on account of Damages and/or Indemnifiable Liabilities, as provided by Section 5.02 of this Offer (defined as the “Damages Settled”) for the First Term (jointly (y) and (z) defined as the “Adjusted Balance of the Price I”), shall accrue for the First Term, an annual interest rate of two point five (2.5) per cent on such Adjusted Balance of the Price I applicable to such First Term, the annual interest term being understood as a period of three hundred and sixty (360) running days following the Closing Date. Upon expiration of the First Term, the accrued interest shall be capitalized on the Adjusted Balance I. (ii) upon expiration of the First Term and for the following six (6) calendar months (defined as the “Second Term”), the Adjusted Balance of the Price I, (x) including any Damages Withheld during the Second Term; but (y) excluding from the Adjusted Balance of the Price I any Damages Settled during the Second Term ((x) and (y) jointly referred to as the “Adjusted Balance of the Price II”) shall accrue during the Second Term an annual interest rate of three point five (3.5) per cent on such Adjusted Balance of the Price II applicable to the Second Term, the annual interest term being understood as a period of three hundred and sixty (360) running days commencing upon the expiration of the First Term. Upon expiration of the Second Term, the accrued interest shall be capitalized on the Adjusted Balance II. (iii) upon expiration of the Second Term and for the following six (6) calendar months (defined as the “Third Term”), the Adjusted Balance of the Price II, (x) including any Damages Withheld during the Third Term; but (y) excluding from the Adjusted Balance of the Price II any Damages Settled during the Third Term ((x) and (y) jointly referred to as the “Adjusted Balance of the Price III”); shall accrue during such Third Term an annual interest rate of four point five (4.5) per cent on such Adjusted Balance of the Price III applicable to the Third Term, the annual interest term being understood as a period of three hundred and sixty (360) running days commencing upon the expiration of the Second Term. Upon expiration of the Third Term, the accrued interest shall be capitalized on the Adjusted Balance III. (iv) upon expiration of the Third Term and for the following six (6) calendar months (defined as the “Fourth Term”), the Adjusted Balance of the Price III, (x) including any Damages Withheld during the Fourth Term; but (y) excluding from the Adjusted Balance of the Price III any Damages Settled during the Fourth Term ((x) and (y) jointly referred to as the “Adjusted Balance of the Price IV”) shall accrue during the Fourth Term an annual interest rate of five point five (5.5) per cent on such Adjusted Balance of the Price IV applicable to the Fourth Term, the annual interest term being understood as a period of three hundred and sixty (360) running days commencing upon the expiration of the Third Term. Upon expiration of the Fourth Term, the accrued interest shall be capitalized on the Adjusted Balance IV. (v) The Parties acknowledge that for the calculation of the Interest on the Adjusted Balance of the Price I, the Adjusted Balance of the Price II, the Adjusted Balance of the Price III and the Adjusted Balance of the Price IV, respectively, the Interest on Damages Settled corresponding to the First Term, the Second Term, the Third Term and the Fourth Term, respectively, will be calculated until the date such Damages Settled are paid in full by Purchasers and/or the Company. (c) the amounts deductible as Damages or Indemnifiable Liabilities will accrue the same Interest as from their date of occurrence to the time they are deducted from the Balance of the Price as established in paragraph (b) of this Section 1.02. Notwithstanding the foregoing, Sellers may pay in full any amounts arising from Damages and/or Indemnifiable Liabilities at any time after their occurrence. (d) The Balance of the Price adjusted pursuant to Section 1.02 (a)(ii) and (b), respectively, plus Interest on such amounts paid (defined as the “Adjusted Balance”) will be transferred by Purchasers (i) to Sellers on the fifth (5th) Business Day following notice served by Purchasers to Sellers or by Sellers to Purchasers, whatever occurs first, stating that no condition subsequent has occurred as stated in Section 1.03 and/or 1.04 (defined as the “Notice”), to the Bank Accounts informed by Sellers to Purchasers on the second (2º) Business Day following receipt by Sellers of the Notice or following the date of delivery of such Notice by Sellers to Purchasers, or (ii) on the other hand, upon the occurrence of a condition subsequent as stated in Section 1.03 and/or 1.04, Purchasers´ obligation to pay Sellers the Adjusted Balance will be extinguished by operation of law, therefore extinguishing Purchasers’ obligation to pay Sellers the Balance of the Price to Sellers’ satisfaction in accordance with Sections 1.03 and/or 1.04 of this Offer. Furthermore, Sellers hereby undertake to reimburse Purchasers, according to the procedure described in Section 5.04, and to the extent and limits set forth by Section 5.05, any amounts without duplication, plus any Interest that Purchasers and/or the Company have had to pay for Damages Settled until the date Purchasers serve notice on Sellers or Sellers serve notice on Purchasers, whatever occurs first, stating that any of the conditions subsequent mentioned in Section 1.03 and/or 1.04 have occurred, and Purchasers transfer title to the Shares to Sellers. Likewise, the Parties agree that upon occurrence of the event established in sub-item (i) of this paragraph (d), Purchasers will withhold on the relevant date of payment from the Adjusted Balance the amount of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS (USD 1,500,000) as security for Damages and/or Indemnifiable Liabilities not known until such time (defined as the “Security Balance”). From the Security Balance, Purchasers will withhold: (i) the amount of ONE MILLION DOLLARS (USD 1,000,000) for a term of two (2) years commencing on the Closing Date, and Purchasers shall pay and transfer on the fifth (5th) Business Day following the expiration of the second (2nd) anniversary of the Closing Date, to the Bank Accounts of Sellers to be informed to Purchasers on the date of expiration of the second (2nd) anniversary of the Closing Date, the amount of ONE MILLION DOLLARS (USD 1,000,000) minus Damages Withheld and Damages Settled within the period running from the creation of the Security Balance to the expiration of the second (2nd) anniversary (defined as the “Adjusted Security Balance”) and (ii) the amount of FIVE HUNDRED THOUSAND DOLLARS (USD 500,000) or the total amount of the Security Balance as of the date the Adjusted Security Balance is paid pursuant to item (i) of this Paragraph (d) in case such balance were lower than FIVE HUNDRED THOUSAND DOLLARS (USD 500,000) (defined as the “Final Security Balance”) for a term of three (3) years following the Closing Date, and Purchasers shall pay and transfer, on the fifth (5th) Business Day following expiration of the third (3rd) anniversary of the Closing Date, to the Bank Accounts of Sellers notified by them to Purchasers on the date of expiration of the third anniversary of the Closing Date, the Final Security Balance minus Damages Withheld and Damages Settled within the period running from the reimbursement of the Adjusted Security Balance to the expiration of the third anniversary of the Closing Date. Such Security Balance shall be adjusted mutatis mutandi to the same terms and conditions established, with no limitation, in relation to Withholdings and deductions made for Damages and/or Indemnifiable Liabilities as provided by Paragraphs (b), (c), (e), (f), (g) and (h) of this Section 1.02 and by Article V, as the case may be. The Security Balance, the Adjusted Security Balance and/or the Final Security Balance, as the case may be, shall accrue an annual interest rate similar to the one applicable to Treasury Bonds for thirty (30) years, from the date of payment of the Adjusted Balance, providing that after such date no Interest shall be accrued for Damages and/or Indemnifiable Liabilities Withheld or occurred after such date. (e) For the purpose of avoiding any doubts in the interpretation of this Section, Purchasers’ obligation to pay Sellers the Balance of the Price and/or the Security Balance, as the case may be, (i) will be decreased on a Dollar-by-Dollar basis, without duplication, for the amount of Damages or Indemnifiable Liabilities; and (ii) in case the total amount of the Balance of the Price and/or the Security Balance, as the case may be, is subject to Withholdings for Damages or Indemnifiable Liabilities, Purchasers will not be obliged to pay any amount as Balance of the Price and/or Security Balance, as the case may be, to Sellers on the respective dates of payment. (f) Purchasers will be entitled to deduct or withhold from the Balance of the Price and/or the Security Balance, as the case may be, and if necessary, from any other balance which Purchasers may owe to Sellers under the terms of this Offer or of any other agreement entered into between Sellers and Purchasers or the Company, an amount equal to the sum Damages or Indemnifiable Liabilities claimed under the provisions of Article V and to collect from the Balance of the Price, any Damages or Indemnifiable Liabilities which must be paid in full in accordance with the provisions of this Offer (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, hereinafter indistinctly referred to as the “Closing PaymentWithholdings” or the “Withholding”). It is hereby stated that the Withholding may be made even if Damages or Indemnifiable Liabilities are not enforceable, by wire transfer provided that there is a claim from a third party or that such Damages and/or Indemnifiable Liabilities have been verified. In that event, Purchasers will be entitled to withhold an amount equivalent to principal, interest and costs estimated in good faith. (g) In the event that Purchasers deduct from the Balance of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to Price and/or the Closing Date; (ii) the Milestone Payment(s)Security Balance, as and the case may be, any amounts for Damages or Indemnifiable Liabilities (to the extent provided established for such terms in Section 2.3.2; 5.02) including any Interest in accordance with Paragraph (c) of this Section 1.02, such deduction shall be charged in first place to the Interest accrued until the date of deduction and then to the principal of the Balance of the Price, as the case may be. (iiih) the Difference as set forth Parties agree that any amount initially stated in Section 2.3.1(b) below and (b) deliver Pesos which shall be paid by Sellers to Purchasers or deducted or offset by Purchasers pursuant to the Escrow Agentprovisions of this Offer shall be paid and/or offset in Dollars. For such purpose, any amount in Argentine Pesos shall be converted to Dollars as follows: (x) if at the time of the currency conversion the sole and free foreign exchange market of the Argentine Republic still exists, the selling exchange rate informed by Banco de la Nación Argentina for converting Pesos to Dollars at 11 am, Buenos Aires time, on the Business Day immediately preceding the date on which the relevant payment or offset must be made will be applied, or (z) if at the time of the currency conversion the sole and free foreign exchange market of the Argentine Republic does not exist or in case such exchange market was split into different official exchange rates, consideration shall be taken as to amount of Dollars which will result from the sale of the amount of BODEN 2015 that may be purchased in New York or Montevideo, at Sellers´ option, with the amount of Pesos to be converted, considering for such purpose the price of BODEN 2015 corresponding to the closing of operations of the Market chosen on the Business Day immediately preceding the day on which the pertinent payment or offset shall be performed. Evidence of the above mentioned exchange rates will be given by means of publications appearing in Argentine specialized newspapers, such as “Ámbito Financiero” or “El Cronista”, among others, or in international publications in the event such Argentine newspapers contain no information about the business day immediately preceding the date of payment. If, at the Closingtime of the currency conversion, $3,000,000 BODEN 2015 does no longer exist, the Argentine Bond in cash (Dollars with the “Initial Escrow Amount”)highest trading volume in the Market that Sellers would have chosen as provided herein above, by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreementconsidered. (bi) In addition Purchasers assure Sellers that, notwithstanding the fact that they have the amount of Dollars necessary to pay in full the Balance of the Price, the depreciation of the Argentine Peso or the Euro in relation to the Purchased Product Inventory Value Dollar or the split of the sole and subject free foreign exchange market in the Argentine Republic into different types of official exchange rates, constitute risks which they have analysed carefully and decided to face; therefore, they waive their right to claim application of the last sentence doctrine of unforeseeability [“teoría de la imprevisión”]or to ask for the readjustment of the Balance of the Price in case any of such depreciation events occur. Furthermore, Sellers assure Purchasers that, notwithstanding the fact that they have the amount of Dollars necessary to pay in full any Damages and/or Indemnifiable Liabilities, the depreciation of the Argentine Peso or the Euro vis-à-vis the Dollar or the split of the sole and free foreign exchange market in the Argentine Republic into different types of official exchange rates, constitute risks which they have analysed carefully and decided to face and, therefore, they waive their right to claim the doctrine of unforeseeability or to ask for the readjustment of the Damages and/or Indemnifiable Liabilities in case any of such depreciation events occur. Exhibit 1.02 of this Section 2.3.1(b), Purchaser shall pay Seller Offer contains the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 details of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 allocation of the Second Generation Supply Agreement terminatesPurchase Price among the Sellers and of the Shares acquired by Purchasers.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) The aggregate purchase price for the Purchased Product Inventory Value Assets (collectively, the “Closing Purchase Price”) shall consist of Fifteen Million Five Hundred Thousand Dollars & 00/100 ($15,500,000.00) in cash (the “Cash Payment”), plus the assignment to the Seller of the Existing Non-Bridge Indebtedness (the “Assignment of Indebtedness”), plus the issuance to the Seller of thirty-four (34) units of the Buyer’s common membership interests (the “Unit Payment”), plus the assumption by the Buyer of the Assumed Liabilities. The Purchase Price shall be paid as follows: (b) The Cash Payment less the Escrow Amount shall be paid by wire transfer of immediately available funds at the Closing to an account designated in writing by the Seller to the account designated by Seller by notice to Purchaser at least three Buyer no later than two (32) Business Days prior to the Closing Date; ; (iic) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the The Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), Amount shall be deposited by wire transfer of immediately available funds. The funds at the Closing into an account designated by the Escrow Fund Agent (the “Indemnification Escrow Account”) and shall be held, administered held and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement.Agreement to satisfy any and all claims made by the Buyer or any other Buyer Indemnitee against the Seller pursuant to Article VIII; (bd) In addition The Assignment of Indebtedness shall be delivered to the Purchased Product Inventory Value and subject Seller at the Closing; and (e) The Unit Payment shall be paid by the issuance of a certificate to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller at the difference Closing evidencing thirty-four (the “Difference”34) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 units of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita LimitedBuyer’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatescommon membership interests.

Purchase Price. (a) In consideration of The aggregate purchase price ("Purchase Price") for the conveyances contemplated under Section 2.1, Purchaser Shares shall be $21,726,772 (a"Base Purchase Price") pay subject to Seller the following post closing adjustments: (i) on In the event that the amount of combined loss ("Loss") incurred by the Companies in the period of January 1, 1997 through the Closing Date an amount equal to shall exceed the sum of (Aa) $27,000,000; (B) 105% of the Stock Consideration; (C) amount of Loss incurred for the Promissory Notecorresponding period in 1996; and (Db) $100,000; then the Base Purchase Price shall be reduced by the difference between (a) the Purchased Product Inventory Value (collectivelyLoss incurred in the period of January 1, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to 1997 through the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver the sum of 100% of the Loss incurred for the corresponding period in 1996 and $100,000. Profit on sale of leased vehicles, (as defined in subsection (ii) hereof) and expenses and taxes incurred as a result of a 338(h)10 election shall not be included in the computation of Loss or gain in the period from January 1, 1997 through the Closing Date provided that in the event such residual value shall exceed $2,000,000 the amount thereof in excess of $2,000,000 shall offset (to the Escrow Agentextent of such excess) any downward adjustment of the Base Purchase Price otherwise provided in this paragraph. (ii) In the event that the aggregate residual value ("Residual Value") of vehicles owned by Jersey and Central and leased to third parties (following the end of current lease terms with respect to such vehicles) shall be less than $1,500,000, at the ClosingBase Purchase Price shall be reduced by the difference between $1,500,000 and such Residual Value. The Residual Value of all such leased vehicles shall be based upon the sales price received by the Companies following the end of the lease terms for such vehicles. In the event of a default and repossession of a leased vehicle, $3,000,000 in cash the Residual Value for such vehicle shall equal the sales price received by the Companies less the remaining balance of unpaid lease payments for such vehicle. (iii) In the “Initial Escrow Amount”event that the Companies shall prepay any Long Term debt within a period of five days after the Settlement Date and shall incur prepayment penalties with respect to any such prepayment, the Base Purchase Price shall be reduced by one-half of the amount of such prepayment penalties. (iv) The adjustment to the Base Purchase Price under subsections (i) and (ii), by wire transfer of immediately available funds. The Escrow Fund if any, shall be held, administered paid by Sellers to Buyer within ten business days after written notice from Buyer of the determination of Loss and distributed Residual Value which determination shall be made in accordance with Section 2.4 and the terms of the Escrow Agreement.Article 2.02 (b) In addition The adjustment to the Purchased Product Inventory Value and subject Base Purchase Price under subsection (iii) shall be remitted by the Sellers to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) Buyer within five (5) Business Days business days following notice of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for any such Second Generation Replacement Product prepayment and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesprepayment penalty.

Purchase Price. The aggregate purchase price for the Properties (the “Purchase Price”) is EIGHT HUNDRED THIRTY-SEVEN MILLION THREE HUNDRED SIXTY-SIX THOUSAND NINETY ONE AND 00/100 DOLLARS ($837,366,091), which represents the sum of the purchase price allocated to each Property as shown on Schedule 2.1, payable by Buyer as follows. Parcel 20 Seller may also be entitled to the increase in the Purchase Price allocable to its Property pursuant to the terms of Section 15.1(i) below: (a) In consideration Buyer shall, within one (1) Business Day (as defined below) after full execution of this Agreement, deliver to First American Title Insurance Company (in such capacity, the “Escrow Holder”) the amount of **** of the conveyances contemplated ******** ***** in the form of a letter of credit (as provided below) or by wire transfer of immediately available good funds to an account designated by Escrow Holder (together with any interest earned thereon, the “Initial Deposit”). Provided this Agreement is not terminated by the end of the ***** ******** **** (as defined below), Buyer shall, within one (1) Business Day after the ***** ******** ****, deposit with Escrow Holder an additional amount (together with any interest earned thereon, the “Additional Deposit”) such that the sum of the Initial Deposit and the Additional Deposit shall equal **** ******* **** of the ******** *****. The Additional Deposit shall be in the form of a letter of credit (as provided below) or by wire transfer of immediately available good funds to an account designated by Escrow Holder. As used herein, the term “Deposit” shall mean the Initial Deposit together with the Additional Deposit, from and after the date that the Additional Deposit is required to be made. The Deposit shall be allocated to the Properties as set forth on Schedule 2.1(a). The Deposit shall be non-refundable; provided, however, that the Deposit (or the appropriate allocable portion thereof) shall be refundable to Buyer if Buyer terminates this Agreement in accordance with the provisions of this Agreement which expressly provide for the return of any portion of the Deposit to Buyer upon such termination. At the election of Buyer, the Deposit (or any portion thereof) may be in the form of one or more irrevocable letters of credit issued by a U.S. federally insured commercial bank approved by Sellers for the benefit of Escrow Holder, each of which shall have an initial term of at least one year, the form and substance of which shall be acceptable to Sellers and Escrow Holder. If Buyer and Seller cannot agree upon the issuer of a letter of credit or the form or substance of such letter of credit, the Deposit shall be in cash. If at any time during the term of the Agreement, any letter of credit will expire within thirty (30) days, Buyer shall deliver to Escrow Holder either a replacement letter of credit, or an endorsement to the letter of credit, extending the expiration date of the Letter of Credit for at least one (1) year, or to a date that is thirty (30) days following the scheduled Closing Date, whichever is earlier. If a replacement letter of credit or endorsement is not provided to Escrow Holder as required by the preceding sentence within seven (7) Business Days of the expiration date, Escrow Holder shall draw upon the letter of credit and the proceeds thereof shall be held by Escrow Holder as the Deposit under Section 2.1this Agreement. Escrow Holder shall draw upon and deliver the proceeds of a letter of credit (or applicable portion thereof) to a Seller whenever the terms of this Agreement require the Deposit or a portion thereof to be delivered to such Seller, Purchaser including following an event of default by Buyer that has not been cured during any requisite cure period, and shall deliver such letter of credit to Buyer whenever the terms of this Agreement require the Deposit to be delivered to Buyer. Each letter of credit shall provide that it may be drawn upon by Escrow Holder upon presentation, to issuer, of the original letter of credit together with a site draft and a written statement duly executed and acknowledged by an authorized representative of Escrow Holder, certifying that the amount drawn thereunder is being drawn upon by Escrow Holder pursuant to the terms and conditions of this Agreement; and (ab) pay to Seller Buyer shall, on or before 11:00 a.m. (iEastern Time) on the Closing Date an amount equal Date, deliver to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”)Escrow Holder, by bank wire transfer of immediately available funds to the an account designated by Seller by notice to Purchaser at least Escrow Holder no less than three (3) Business Days prior to Closing, the Closing Date; (ii) Purchase Price less the Milestone Payment(s), as and amount of any cash Deposit which is being paid to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, Seller at Closing. At the Closing, $3,000,000 Escrow Holder shall deliver to Sellers the Purchase Price as adjusted to reflect prorations and other adjustments made pursuant to Article VI. Except as otherwise provided in cash (this Agreement, Escrow Holder shall hold all amounts deposited by Buyer under this Section 2.1(b) for the “Initial Escrow Amount”), by wire transfer benefit of immediately available funds. The Escrow Fund Buyer until delivered to Sellers at the Closing and Buyer shall be held, administered and distributed in accordance with Section 2.4 and entitled to a credit against the Purchase Price for all interest paid to Sellers that is earned on such amounts from the date of the deposit until the Closing. (c) The Purchase Price is subject to adjustment pursuant to the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as loan assumption provisions set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product Exhibit AA attached hereto and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesmade a part hereof.

Purchase Price. (a) In consideration of the conveyances sale to the Buyer Sub of the Transferred Assets and the other transactions contemplated under this Agreement, and provided that all of the conditions precedent to the obligations of the Buyer and the Seller set forth in Article III of this Agreement have been satisfied or waived before or at the Closing as described in Article III, the Buyer will pay or cause to be paid an aggregate purchase price (the “Purchase Price”) of (x) $627,000,000 in cash at the Closing in accordance with this Section 2.12.6, Purchaser shall plus (y) any Earnout Amount to the Seller in accordance with Section 2.9, plus or minus (z) any adjustments in accordance with the terms of this Article II. At the Closing, the Buyer will pay or cause to be paid the following amounts to or on behalf of the Seller and/or the Seller Stockholders: (a) pay to Seller (i) on the Closing Date an amount equal aggregate of $627,000,000 in cash to the sum of Seller, adjusted as follows (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelyas adjusted in accordance with this Section 2.6(a), the “Closing Cash Payment”): (i) minus the amount of the Transaction Fees set forth on the Transaction Fees Statement provided pursuant to Section 3.2(a)(viii), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; , (ii) plus or minus (as applicable) the Milestone Payment(samount of the Purchase Price adjustment for Working Capital calculated in accordance with Section 2.7(b)(i), as and to the extent provided in Section 2.3.2; and , (iii) minus the Difference amount of the Purchase Price adjustment for any Estimated Indebtedness Amount calculated in Section 2.7(b)(ii), (iv) minus the Escrow Amount, and (v) minus the Admin Escrow Amount; as set forth on the Estimated Closing Schedule (which schedule the Seller will complete and deliver to the Buyer as described in Section 2.3.1(b) below and 2.7(a)); (b) deliver the Transaction Fees in cash to the Transaction Advisors on behalf of the Seller Stockholders and/or the Seller, in the amounts set forth on the Transaction Fees Statement provided pursuant to Section 3.2(a)(viii); (c) $50,755,769 in cash (the “Escrow Amount”) to the Escrow Agent, at which the ClosingEscrow Agent will hold in the following interest-bearing subaccounts and release to the Seller, or pay to the Buyer Parent, subject to the terms and conditions of the escrow agreement substantially in the form attached as Exhibit A (the “Escrow Agreement”): (i) $2,525,000 in cash will be held in a subaccount to pay any Post-Closing Purchase Price Adjustment as provided in Section 2.8 (the “Purchase Price Adjustment Escrow Amount”); and (ii) $48,230,769 in cash will be held in a subaccount (the “Indemnity Escrow Account”) to pay any indemnity Claim pursuant to Article VIII or Article IX (the “Indemnity Escrow Amount”); and (d) $3,000,000 in cash (the “Initial Admin Escrow Amount”)) to an account designated by the Seller Representative, by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and which the terms of the Escrow Agreement. (b) In addition Seller Representative will hold to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth fund any actions taken on Section 2.3.1 behalf of the Seller Disclosure Schedule) for such Second Generation Replacement Product and/or the Seller Stockholders as Seller Representative and the corresponding amounts due and payable unused portion of which the Seller Representative will release to Daravita Limited under the Second Generation Supply Agreement with respect to Seller and/or the Seller Stockholders at such Second Generation Replacement Product until either (itime(s) as the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesSeller Representative deems appropriate.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) The Buyers agree to pay to the Seller Five Million Dollars ($5,000,000) (the "Purchase Price") payable as follows: (i) on the Closing Date an amount equal to the sum date of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelythis Agreement, the “Closing Payment”), Buyers will deposit with the Escrow Agent the amount of Two Hundred Fifty Thousand Dollars ($250,000) (the "Xxxxxxx Money Deposit") by delivery of Cash payable by wire transfer or delivery of other immediately available funds to the account designated by Seller by notice to Purchaser at least three funds; and (3ii) Business Days prior to on the Closing Date; (ii) , the Milestone Payment(s), as and Buyers shall pay to the extent provided in Section 2.3.2Seller the amount of Four Million Six Hundred Thousand Dollars ($4,600,000) by delivery of Cash payable by wire transfer or delivery of other immediately available funds; and and (iii) on the Difference as set forth in Section 2.3.1(bClosing Date, the Buyers shall pay to the Seller, on behalf of all parties to the Postclosing Agreement, the amount of One Hundred Fifty Thousand Dollars ($150,000) below and by delivery of Cash payable by wire transfer or delivery of other immediately available funds; and (biv) on the Closing Date, the Buyers, at the Buyers' option, shall deliver to the Seller, in lieu of the delivery of Two Million Dollars ($2,000,000) in Cash pursuant to Section 1(c)(ii) above, a promissory note in the form of Exhibit A in the principal amount of Two Million Dollars ($2,000,000) (the "Note"), payable with interest at six and one-half percent (6.5%) per annum, One Million Dollars ($1,000,000) on the first anniversary of the Closing Date and One Million Dollars ($1,000,000) on the second anniversary of the Closing Date. The Xxxxxxx Money Deposit referenced in this Section 1(c) shall be placed in escrow with the Escrow AgentAgent pursuant to an escrow agreement in the form attached hereto as Exhibit B (the "Xxxxxxx Money Escrow Agreement"), which requires that such Xxxxxxx Money Deposit shall be deposited by the Escrow Agent with a federally insured financial institution in an interest bearing account. Interest earned on the Xxxxxxx Money Deposit shall accrue to the benefit of the Buyers, and, together with the principal amount of the Xxxxxxx Money Deposit, shall be payable to the Seller and credited against the Purchase Price on the Closing Date. If this Agreement is terminated without Closing of the transaction contemplated herein, the Xxxxxxx Money and all accrued interest shall be paid to the Buyers or the Seller as provided in the Xxxxxxx Money Escrow Agreement. In the event that the Note is delivered at the Closing, $3,000,000 the payments to be made by the Buyers to the Seller pursuant to the Note, shall be secured by a letter of credit in cash (favor of the “Initial Escrow Amount”), Buyers issued by wire transfer of immediately available fundsNationsBank National Association in the form acceptable to the Seller in the Seller's sole discretion. The Escrow Fund expenses associated with the issuance and maintenance of such letters of credit shall be held, administered and distributed in accordance with Section 2.4 and paid by the terms of the Escrow AgreementBuyers. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In The total consideration for the purchase, sale and conveyance of the conveyances contemplated under Section 2.1Assets to Purchaser and Purchaser’s assumption of the Assumed Obligations and all other liabilities provided for in this Agreement, Purchaser shall (a) pay is Purchaser’s payment to Seller in the amount of three hundred forty million Dollars (i$340,000,000) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing PaymentPurchase Price”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms hereof, and as adjusted in accordance with the provisions of the Escrow this Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence The amount of this Section 2.3.1(b), Purchaser shall pay Seller the difference two hundred million Dollars ($200,000,000) (the “DifferenceClosing Date Purchase Price”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined ), as adjusted in accordance with the terms of Section 2.3.3 in installments 8.2, will be paid by Purchaser to Seller on the Closing Date. (c) The amount of one hundred forty million Dollars ($140,000,000) (the “InstallmentsDeferred Purchase Price”) within five (5) Business Days of each payment will be paid by Purchaser to Daravita Limited for quantities Seller in four installments of Second Generation Replacement Product thirty-five million Dollars (as defined in $35,000,000) each on December 31, 2014, March 31, 2015, June 30, 2015 and September 30, 2015. (d) In the Second Generation Supply Agreement). Each Installment shall be equal to event Purchaser defaults on any payment of the difference between [***] of Notional NSP (Deferred Purchase Price when it becomes due and payable as set forth on Section 2.3.1 of the in (c) above, Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either may at its option: (i) without notice of nonpayment, demand for payment, presentment for payment, notice of intention to accelerate maturity, notice of acceleration of maturity, or any other notice or demand of any kind to Purchaser, all of which are hereby waived by Purchaser, declare the Differenceentire unpaid balance of the Deferred Purchase Price (the “Default Amount”) to be immediately due and payable, if any, has been paid in full to Sellerwhereupon such Default Amount shall be immediately due and payable; or and (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at exercise any and all rights, powers, and remedies afforded by any and all other instruments, documents, or agreements evidencing, securing, or guaranteeing the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesDefault Amount, and by applicable Laws.

Purchase Price. (a) In consideration for the sale and transfer of the conveyances contemplated under Shares described in Section 2.11.1 above, Purchaser at the Closing, Buyer shall deliver (a) pay D to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), 30,500,000 by wire transfer of immediately available funds to the Seller's account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s)Star Bank, as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below N.A. and (b) to The Chase Manhattan Bank or such other escrow agent reasonably agreeable to the parties (the "Escrow Agent"), under an Escrow Agreement substantially in the form attached hereto as EXHIBIT A (the "Escrow Agreement"), $1,000,000 (the "Escrow") by wire transfer of immediately available funds to an interest bearing account specified by the Escrow Agent (the amounts described in clauses (i) and (ii) being referred to as the "Purchase Price"). Seller shall pay and distribute from the portion of the Purchase Price that is delivered by Buyer to Seller at the Closing the following closing payments: (x) $1,000,000 shall be paid to Liberty Steel in accordance with the letter agreement between Seller and Liberty Steel referred to in SCHEDULE 5.1 and (y) $500,000 shall be paid to the Company to fund future employee benefits (the "Closing Payments"). The Purchase Price shall be subject to post-closing adjustments in accordance with the procedures set forth in Article II hereof. (b) If Buyer delivers to Seller the Acceptance Notice referred to in Section 2.1(d) or fails to deliver an Objection Notice (as defined below) within the forty-five (45) day period required by Section 2.1(d), then, as soon as practicable (but not more than two (2) business days) after final determination of the Final Net Current Assets (as defined below), (j) in the event the Final Net Current Assets are less than the Reference Net Current Assets (as defined below), Seller and Buyer shall provide joint written instructions to the Escrow AgentAgent directing the Escrow Agent to remit to Buyer, the amount by which the Reference Net Current Assets exceeds the Final Net Current Assets (PROVIDED that, to the extent that such amount would reduce the Escrow to less than $500,000, only an amount that would reduce the Escrow to $500,000 shall be paid to Buyer out of the Escrow and Seller shall remit to Buyer the balance of such amount owed to Buyer pursuant to this clause (i)), or (ii) in the event the Final Net Current Assets exceed the Reference Net Current Assets, Buyer shall remit to Seller the amount by which the Final Net Current Assets is greater than the Reference Net Current Assets. Alternatively, if Buyer delivers to Seller the Objection Notice referred to in Section 2.1(d), within two (2) business days after such delivery, (y) Seller and Buyer shall provide joint written instructions to the Escrow Agent directing the Escrow Agent to remit to Buyer the amount, if any, by which the undisputed portion of the Final Net Current Assets is less than the Reference Net Current Assets (PROVIDED that, to the extent that such amount would reduce the Escrow to less than $500,000, only an amount that would reduce the Escrow to $500,000 shall be paid to Buyer out of the Escrow and Seller shall remit to Buyer the balance of such amount owed to Buyer pursuant to this clause (y)), or (z) Buyer shall remit to Seller the amount, if any, by which the undisputed portion of the Final Net Current Assets is greater than the Reference Net Current Assets. Within two (2) business days after the resolution of any dispute by the parties or the Unrelated Accounting Firm (as defined below) relating to the Objection Notice, Seller and Buyer shall provide joint written instructions to the Escrow Agent directing the Escrow Agent to remit to Buyer (PROVIDED that, to the extent that such amount would reduce the Escrow to less than $500,000, only an amount that would reduce the Escrow to $500,000 shall be paid to Buyer out of the Escrow and Seller shall remit to Buyer the balance of such amount owed to Buyer), in the case where the portion of the Final Net Current Assets is less than the Reference Net Current Assets, or Buyer shall remit to Seller, in the case where the portion of the Final Net Current Assets is more than the Reference Net Current Assets, the amount of any further adjustment required. (c) Any payment pursuant to Section 1.2(b) shall be made by certified or bank cashier's check, or, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”)recipient's option, by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. As consideration for the sale of the Designated Assets to the Purchaser: (a) In consideration of at the conveyances contemplated under Section 2.1Closing, the Purchaser shall (a) pay to Seller the Sellers, in cash, an amount (ithe "Initial Payment Amount") equal to $22,000,000 minus the Receivables Deficiency Amount, the Initial Payment Amount to be allocated among the Sellers in accordance with the Allocation Schedule (as defined in Section 4.8); (b) at the Closing, the Purchaser shall assume the Designated Contractual Obligations by entering into an Assignment and Assumption Agreement with the Sellers in substantially the form of Exhibit B (the "Assignment and Assumption Agreement"); and (c) on the date that is 18 months after the Closing Date Date, subject to the Purchaser's right of setoff set forth in Section 9.4, the Purchaser shall pay to the Sellers, in cash, an amount (the "Deferred Payment Amount") equal to the sum of (A) $27,000,000; 3,000,000, plus (B) simple interest thereon calculated from the Stock Consideration; (C) Closing Date through the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelydate of payment at an annual rate of 1.5%, the “Closing Payment”), by wire transfer of immediately available funds Deferred Payment Amount to be allocated among the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed Sellers in accordance with the Allocation Schedule. For purposes of Section 2.4 and 1.2(a), if the terms dollar amount of the Escrow Agreement. (b) In addition to "Accounts Receivable, Net of Allowance" reflected in the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference Audited Enterprise Search Business Balance Sheet (the “Difference”"Audited Net Receivables Amount") between is less than $2,755,886, then the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment "Receivables Deficiency Amount" shall be $2,755,886 minus the Audited Net Receivables Amount; and if the Audited Net Receivables Amount is equal to or greater than $2,755,886, then the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates"Receivables Deficiency Amount" shall be zero.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) The Buyer agrees to pay to Seller the Sellers at the Closing Seven Million, Six Hundred Thousand Dollars ($7,600,000) (the "Purchase Price") by delivery of (i) on its convertible promissory notes (the Closing Date an "Convertible Promissory Notes") in the form of Exhibit A attached hereto in the aggregate principal amount equal of Two Million, Two Hundred Thirty-five Thousand, Three Hundred Twelve Dollars ($2,235,312) to certain of the sum Sellers listed in ss.2(b)(ii) of (A) $27,000,000; (B) the Stock Consideration; (C) Disclosure Schedule, in the Promissory Note; aggregate principal amounts set forth therein, and (Dii) cash in the Purchased Product Inventory Value aggregate amount of Five Million, Three Hundred and Sixty Four Thousand, Six Hundred and Eighty Eight Dollars (collectively$5,364,688) for the balance of the Purchase Price, the “Closing Payment”), payable by wire transfer or delivery of other immediately available funds to the account designated Sellers in the amounts set forth in ss.2(b)(ii) of the Disclosure Schedule. At Closing, the cash balance of the Purchase Price to be paid at the Closing shall be reduced by the sum of (i) the amount of the Company's loans to its officers as set forth in ss.2(b)(ii)(1) of the Disclosure Schedule (collectively, the "Officer Loans"), and (ii) the amount of any outstanding Seller Receivables as referred to in ss.5(j)(i). The reduction of the cash portion of the Purchase Price referenced to in the immediately preceding clause (i) for each Officer Loan shall be made by deducting from the cash portion of the Purchase Price otherwise due (as set forth on ss.2(b)(ii) of the Disclosure Schedule) the amount of the Officer Loan from the Seller to whom such Officer Loan was made. The reduction to the cash portion of the Purchase Price referenced in the immediately preceding clause (ii) for each outstanding Seller Receivable shall be made by deducting from the cash portion of the Purchase Price otherwise due certain of the Sellers, as identified by the Sellers in a written notice to Purchaser at least be executed by all the Sellers and delivered to the Buyer three (3) Business Days days prior to the Closing Date; (ii) , or in the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”)event such notice has not been delivered, by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and reducing the terms cash portion of the Escrow Agreement. Purchase Price pro-rata among the Sellers based on the amount of cash due to Sellers (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 before deduction of the Seller Disclosure ScheduleOfficer Loans) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesClosing.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay The purchase price to be paid by Buyer to Seller (i) on at the Closing Date an amount equal to the sum of will be $8,300,000 U.S. (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”as adjusted by Section 3.1(e), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as Section 6.3 and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash 8.11 (the “Initial Escrow AmountPurchase Price”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms Seller may instruct Buyer to pay a part of the Escrow AgreementPurchase Price directly to the Secured Debt Lender and/or other Lenders in order to obtain a release of the Liens held by the Secured Debt Lender and/or other Lenders, respectively, on the Acquired Assets. (b) In addition to the Purchased Product Inventory Value and subject payment of the Purchase Price, at the Closing, Buyer (or its designated Affiliate) shall assume the Assumed Liabilities pursuant to the last sentence Assumption Agreement. Other than the Assumed Liabilities, Buyer shall not assume any Liabilities or obligations of this Section 2.3.1(b)Seller. (c) Seller will bear the cost of any documentary, Purchaser shall pay stamp, sales, value added, transfer, excise or other Taxes (if any) payable in respect of the sale and transfer of the Acquired Assets, including any such Taxes payable under the Texas Tax Code or Texas Administration Code. (d) Upon execution of the Prior Agreement, Buyer advanced Seller the difference sum of $1,300,000 U.S. The advance of such amount was conditioned upon Seller’s execution of the Promissory Note in the form attached as Exhibit D-1 to the Prior Agreement and the Security Agreement in the form attached as Exhibit D-2 to the Prior Agreement providing Buyer a security interest in the following: (the “DifferencePrior Collateral”) (i) between four petroleum storage tanks, having approximately 290,000 barrels total capacity along with Seller’s associated property leased from the Purchased Product Inventory Value BND in Brownsville, Texas pursuant to BND Lease No. 3165, as amended, and associated access to a 12 inch pipeline header to public docks at the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments Port of Brownsville (the “InstallmentsPetroleum Tanks”), and (ii) six LPG storage tanks (Tanks #400, 401, 500, 501, 502, 503) having approximately 300,000 gallons total capacity, located upon Seller’s property leased from the BND in Brownsville, Texas pursuant to BND Lease No. 2823, as amended, (the “LPG Tanks”). (e) Upon the Closing of this Agreement, the Seller will reduce the principal amount of the Promissory Note by $300,000, said amount to be a reduction in the Purchase Price, and Parties agree to (i) substitute the eight inch (8”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined pipeline included in the Second Generation Supply Agreement). Each Installment shall be equal Pipeline Assets (the “New Collateral”) for the Prior Collateral, (ii) amend the Promissory Note in the form of Exhibit D-1(Amended) in order to, among other things, extend the repayment schedule of the advance of the remaining principal of $1,000,000 to one year after the Date of Closing and (iii) amend the Security Agreement in the form of the attached Exhibit D-2 (Amended) to extend the security interest in said agreement to the difference between [***] of Notional NSP (New Collateral described hereinabove. Upon Closing, Seller will repay the Secured Debt Lenders such amount as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product will cause them to release any and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement all Liens they may hold with respect to the Prior Collateral and the New Collateral and Seller will take the necessary steps to have the Secured Debt Lenders to do the same. (f) The Prior Collateral will be specifically included within the Brownsville Terminal Assets conveyed to Buyer. Upon payment of the amended Promissory Note in full, Buyer shall xxxx the Promissory Note “Paid In Full,” return such Second Generation Replacement Product until either Promissory Note to Seller and release its security interest in the New Collateral and provide Seller with appropriate documentation of such release in recordable form. If Closing does not occur under this Agreement for any reason, then Seller, at Seller’s sole option, will either: (i) promptly provide Buyer with a xxxx of sale conveying all right and title to the DifferencePrior Collateral to Buyer and assignment of the BND Lease No. 3165 (with the consent by BND to the assignment and subordination of BND’s Liens on the Petroleum Tanks) and Seller shall thereafter lease the Petroleum Tanks and LPG Tanks from Buyer on a month to month basis, if anyat a monthly lease fee of $10,000, has been paid until such time that Seller repurchases the Petroleum Tanks and LPG Tanks from Buyer by paying Buyer the amount of $1,300,000 in full which event Buyer will promptly provide Seller with a xxxx of sale conveying all right and title to the LPG Tanks and Petroleum Tanks (including an assignment of BND Lease No. 3165) to Seller; or or (ii) Daravita Limited’s obligation pay Buyer the amount due under the Promissory Note and Buyer will promptly provide Seller with the necessary documentation to supply Second Generation Replacement Product at provide for the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 release of the Second Generation Supply Agreement terminatessecurity interest on the Prior Collateral and cancellation of the Promissory Note.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1Seller’s transfer of the Shares to the Buyer pursuant to this Agreement, Purchaser the Buyer shall (a) pay to the Seller up to an aggregate of Twenty Million Dollars ($20,000,000), consisting of: (i) on the a cash payment at Closing Date an amount equal to the sum of Seven Million Five Hundred Thousand Dollars (A$7,500,000) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Cash Payment”), by wire transfer of immediately available funds subject to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Dateadjustment as provided in Section 2.4 hereof; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”)delivery of cash, by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed at Closing in accordance with Section 2.4 and the terms amount of the Escrow Agreement. Two Million Dollars (b$2,000,000) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “DifferenceIndemnification Escrow Amount”) between to the Purchased Product Inventory Value and the Final Product Inventory Value determined Indemnification Escrow Agent, which Indemnification Escrow Amount shall be held in accordance with Section 2.3.3 in installments an escrow account (the “InstallmentsIndemnification Escrow Account”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined and disbursed in the Second Generation Supply manner set forth in the Indemnification Escrow Agreement; (iii) the issuance by the Buyer to the Seller at the Closing of a 5% secured subordinated promissory note in the principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000), in the form attached hereto as Exhibit B (the “Note”); and (iv) the Earnout Payments having an aggregate value of up to Eight Million Dollars ($8,000,000). Each Installment For purposes of this Agreement, the “Purchase Price” shall be equal to mean the difference between [***] of Notional NSP sum of: (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (iw) the DifferenceClosing Cash Payment, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) adjusted pursuant to Section 16.2.1 2.4, plus (x) the Indemnification Escrow Amount, plus (y) the principal amount of the Second Generation Supply Agreement terminatesNote, plus (z) the aggregate amount of the Earnout Payments (including the value of any shares of Buyer Common Stock issued in connection therewith).

Purchase Price. (a) In full consideration for the transfer of the conveyances contemplated under Section 2.1Assets, the Purchaser will pay the Sellers a total purchase price not exceeding Rs. ……………../- [Rupees ……………] (the “Purchase Price”). The Purchase Price shall be paid by the Purchaser at the instance and mandate of the Seller to the following: i. to …………….. Bank, ………… Branch by means of a bank draft, a sum of Rs. ____________, being the amount outstanding against Loan A/c No. ………….. of the Seller with the ………….. Bank, ………..; and ii. to Mr. …………………, landlord of the Premises, by means of a cheque for a sum of Rs. _________, being the amount outstanding against rent and other dues payable for the Premises in settlement of full and final. An amount of Rs. _________ to be paid in favour of the Seller towards the TDS payments that is required to deducted from the payments being made to Mr. ………… and to be deposited with the authorities by the Seller at its own cost and liability. ; and iii. to the Electricity Board, ………. by means of a bank draft, a sum of Rs. ________ being the total outstanding against electricity dues of the Restaurant at the Premises upto __________ payable by the Sellers . 1.3. The Seller agrees that the balance amount of the Purchase Price (aif any) pay after making the payments in accordance with Clause 1.2 shall be retained by the Purchaser with them to be paid in such amounts and to such creditors of the Seller (i) on for the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; Restaurant and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days for dues payable prior to the Closing Date; (ii) as directed in writing by the Milestone Payment(s), as and Seller. It is further agreed that the Purchaser shall be liable to pay to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 creditor’s of the Seller Disclosure Schedule) for such Second Generation Replacement Product only upto the extent of the balance of the Purchase Price available with the Purchaser after making the payments under Clause 1.2. 1.4. The Seller agrees that the above payment of the Purchase Price is being made on the instruction and mandate of the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined Seller in the Second Generation Supply manner set out in Clause 1.2 and such payments shall be deemed to be payments made to the Seller by the Purchaser for the Assets purchased under this Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In consideration The purchase price of the conveyances contemplated under Section 2.1, Purchaser shall Property is Fourteen Million Seven Hundred Seventy Six Thousand Two Hundred Fifteen Dollars (a$14,776,215) pay to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow AmountPurchase Price”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence The Purchase Price shall be paid as follows: (i) Within three (3) days after full execution of this Section 2.3.1(b)Agreement, Purchaser Buyer shall pay Seller the difference deposit in escrow with Chicago Title Company at 000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000, Attn.: Xxxxxxxx Xxxxxx (the “DifferenceTitle Company”) between an all cash payment, or wire transfer, in the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments amount of One Million Four Hundred Seventy-Seven Thousand Six Hundred Twenty-One Dollars ($1,477,621.00) (the “InstallmentsDeposit”). Except as otherwise provided in this Agreement, the Deposit shall not be refundable to Buyer. The Deposit shall be held in an interest bearing account and all interest thereon shall be deemed a part of the Deposit. At the Closing, as defined in Section 1.2(b)(iii) within five below, the Deposit shall be paid to Seller and credited against the Purchase Price. (5ii) Business Days IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO THE FAILURE OF ANY CONDITION PRECEDENT AND THE BUYER IS NOT THEN IN DEFAULT, THEN THE TITLE COMPANY SHALL RETURN THE DEPOSIT TO BUYER. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY DUE TO THE SELLER’S DEFAULT HEREUNDER, THEN, AS BUYER’S SOLE AND EXCLUSIVE REMEDIES, BUYER MAY EITHER: (1) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT, IN WHICH EVENT NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER (EXCEPT AS PROVIDED IN SECTIONS 7.1, 9.3 AND 9.12 BELOW), OR (2) ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT; PROVIDED, HOWEVER, IF THE ACTIONS OF SELLER HAVE RENDERED SPECIFIC PERFORMANCE IMPOSSIBLE TO ACHIEVE, BUYER MAY SEEK TO RECOVER ITS ACTUAL DAMAGES DUE TO SELLER’S DEFAULT HEREUNDER. THE PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLER WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE DEPOSIT MADE BY BUYER SHALL BE FORFEITED TO SELLER AS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLER FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 1.2(b)(ii) IS NOT INTENDED TO LIMIT SELLER’S OR BUYER'S RIGHTS UNDER SECTIONS 7.1, 9.3 AND 9.12 OF THIS AGREEMENT. INITIALS: SELLER DS BUYER MJJ (iii) The balance of each payment by Purchaser the Purchase Price (plus the construction costs of the Improvements attributable to Daravita Limited for quantities of Second Generation Replacement Product any Change Orders (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedulebelow) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) requested by Buyer pursuant to Section 16.2.1 2.2 below that has not already been paid to Seller under the terms of this Agreement) shall be paid to Seller in immediately available funds via wire transfer at the consummation of the Second Generation Supply Agreement terminatespurchase and sale contemplated hereunder (the “Closing”).

Purchase Price. Subject to the performance by Seller of all of its -------------- obligations under this Agreement (aincluding delivering all documents required to be delivered) In at the Closing (as hereinafter defined), in consideration of the conveyances contemplated acquisition of the Purchased Assets under Section 2.1, Purchaser shall agrees (i) to ----------- deliver to Seller (a) pay to Seller (i) on the Closing Date an amount equal to the sum of Four Million Eight Hundred Thousand Dollars (A$4,800,000) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of in cash in immediately available funds to (the account designated "Immediate Cash -------------- Portion") and (b) certificates representing shares of Purchaser's Common Stock ------- with a value of Six Million Dollars ($6,000,000) (the "Purchaser Stock"), which --------------- value shall be determined by Seller dividing such dollar value by notice to the per share price determined by calculating the simple average of the closing price of Purchaser at least three Stock on the NASDAQ Stock Market for the five (35) Business Days trading days ending on the day prior to the Closing Date; Date (the "Valuation Method"), and (ii) to deliver to Xxxxx ---------------- Fargo Bank, National Association (or such other institution selected by Purchaser with the Milestone Payment(s)reasonable consent of Seller) (the "Escrow Agent") One ------------ Million Two Hundred Thousand Dollars ($1,200,000) (the "Escrow Consideration") -------------------- for a period beginning on the date of the Closing of this Agreement and ending on the one-year anniversary of the Closing Date ("Escrow Period") in accordance ------------- with the terms and conditions of the Escrow Agreement to be executed at Closing. The Immediate Cash Portion, the Escrow Consideration and the Purchaser Stock are together referred to herein as and the "Purchase Price", which Purchase Price shall -------------- be subject to the extent provided in Section 2.3.2; and (iii) the Difference adjustment as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds2.9 hereof. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.-----------

Purchase Price. Subject to the potential adjustments described in Sections 2.2(b) and 2.3(c) below, as consideration for the sale, assignment, conveyance, transfer, and delivery of the Purchased Shares, Buyer shall pay to Sellers an aggregate amount equal to Thirty Three Million and 00/100 Dollars ($33,000,000.00) (such amount, the “Purchase Price”), which Purchase Price shall be payable as follows: (a) In consideration of At the conveyances contemplated under Section 2.1Closing, Purchaser Buyer shall (a) pay deliver to Seller (i) on the Closing Date Sellers an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”) equal to (i) Twenty Nine Million Three Hundred Sixty Thousand Dollars ($29,360,000.00), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; minus (ii) the Milestone Payment(s)Indebtedness to be paid at Closing on behalf of Sellers as provided in Subsection 2.2(b) below, and contemporaneously therewith, Sellers shall cause the Escrow Agent to release the Deposit to Sellers. Buyer shall pay the Closing Payment by wire transfer to such account(s) as and Sellers shall designate in writing not less than five (5) days prior to the extent provided Closing. (b) Buyer, at Sellers’ direction and on behalf of Sellers and the Company, shall pay at the Closing out of the Purchase Price, by wire transfer, the Company’s aggregate Indebtedness under any debt instrument secured in Section 2.3.2; and (iii) full or in part by Liens on the Difference Company’s assets, all as set forth in Section 2.3.1(bSchedule 2.2(b) below and of the Disclosure Schedule. (bc) deliver Pursuant to the terms of that certain Escrow AgentAgreement attached hereto as Exhibit 2.2(c) (the “Escrow Agreement”), at the Closing, Buyer shall hold back and deposit the sum of Two Million Six Hundred Forty Thousand Dollars ($3,000,000 in cash 2,640,000.00) (the “Initial Escrow Amount”) in escrow for a period of eighteen (18) months with Wachovia Bank, N.A. (the “Escrow Agent”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and Pursuant to the terms of the Escrow Agreement. , the Escrow Amount will be released to Sellers in three (b3) In addition installments, with one-half of such Escrow Amount to be released on the Purchased Product Inventory Value six (6) month anniversary of the Closing Date, and one-half of the remaining balance of such Escrow Amount to be released on the twelve (12) and eighteen (18) month anniversaries of the Closing Date. All such disbursements shall be made subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days terms of each payment by Purchaser to Daravita Limited for quantities the Escrow Agreement, and shall include release of Second Generation Replacement Product (as defined in a portion of the Second Generation Supply Agreement). Each Installment shall be earnings on the Escrow Amount equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 percentage of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesEscrow Amount being released.

Purchase Price. (a) In consideration of The purchase price for the conveyances contemplated under Section 2.1, Purchaser Limited Purchased Assets (the “Limited Purchase Price”) shall (a) pay to Seller (i) on the Closing Date be an amount equal to the sum of (Aa) (i) Forty Million Seven Hundred Thousand Dollars ($27,000,000; 40,700,000) plus (Bii) the Stock Consideration; Closing Net Working Capital Overage, if any, minus (Ciii) the Promissory Note; Closing Net Working Capital Underage, if any (the sum of the foregoing “(i)”, "(ii)” and “(D) the Purchased Product Inventory Value (collectivelyiii)”, the “Closing Limited Up-Front Cash Purchase Price”), payable in cash at the Closing, plus (b) Four Million Dollars ($4,000,000) payable on May 1, 2009 (the “First Contingent Payment”), by wire transfer of immediately available funds to plus (c) Six Million Dollars ($6,000,000) payable on December 31, 2009 (the account designated by Seller by notice to Purchaser at least three “Second Contingent Payment” and, together with the First Contingent Payment, the “Contingent Cash Purchase Price”) plus (3) Business Days prior to the Closing Date; (iid) the Milestone Payment(s)Sales Percentage Amount, as and to the extent provided in Section 2.3.2; and (iii) the Difference payable as set forth in Section 2.3.1(b2.4, plus (e) below the assumption of the Limited Assumed Liabilities. Notwithstanding the foregoing, Azur Limited shall have no obligation to make the First Contingent Payment and/or the Second Contingent Payment in the event that on or before the date such payment is otherwise required to be made Buyer provides (i) notice to the Selling Parties, together with reasonable supporting documentation, that [* * *] and (bii) deliver a certificate executed by an executive officer of Azur Pharma Limited certifying that Buyer and its Affiliates have at all times been in compliance with the [* * *] Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. covenant set forth in Section 6.16. If on or prior to September 30, 2010, Buyer provides (i) a certificate executed by an executive officer of Azur Pharma Limited certifying that Buyer and its Affiliates have at all times been in compliance with the covenant set forth in Section 6.16 and (ii) notice to the Escrow AgentSelling Parties, at together with reasonable supporting documentation, that [* * *] prior to (y) the Closingdate the First Contingent Payment was required to be paid, $3,000,000 in cash the Selling Parties shall, within ten (10) Business Days after the “Initial Escrow Amount”)receipt of such notice, by wire transfer remit the First Contingent Payment to Azur Limited and/or (z) the date the Second Contingent Payment was required to be paid, the Selling Parties shall, within ten (10) Business Days after the receipt of immediately available funds. The Escrow Fund shall be heldsuch notice, administered and distributed in accordance with Section 2.4 and remit the terms of the Escrow AgreementSecond Contingent Payment to Azur Limited. (b) In addition to The purchase price for the Inc. Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference Assets (the “DifferenceInc. Purchase Price” and together with the “Limited Purchase Price,” the “Purchase Price”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments shall be an amount equal to One Million Three Hundred Thousand Dollars ($1,300,000 ) (the “InstallmentsInc. Up-Front Cash Purchase Price”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in plus the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 assumption of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesInc. Assumed Liabilities.

Purchase Price. (a) In consideration of At the conveyances contemplated under Section 2.1Closing, the Purchaser shall (a) pay to Seller the -------------- Seller, for the Properties, a purchase price (the "Purchase Price") in the -------------- amount of One Hundred Thirty-Five Million Three Hundred Twenty Thousand Dollars ($135,320,000), except that there shall be added to or deducted from the Purchase Price such amounts as may be required pursuant to Section 9. --------- (b) The Purchase Price shall be payable as follows: (i) on At the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelyClosing, the “Closing Payment”), Purchase Price less the Retained Funds shall be payable by wire transfer of immediately available funds on the Closing Date to the an account or accounts to be designated by the Seller by notice to Purchaser at least three (3) Business Days prior to the Closing DateClosing; and (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), The Retained Funds shall be payable by wire transfer of immediately available fundsfunds on a pro rata basis, based on the Allocable Purchase Prices, upon the expiration or sooner termination of any of the Leases of the Properties (other than any termination arising from the occurrence of any Default or Event of Default (as defined therein)) by the tenant under the Leases, to an account or accounts to be designated by the Seller prior to such date. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence provisions of this Section 2.3.1(b)3.2, Purchaser shall pay Seller survive the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days expiration or sooner ----------- termination of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply this Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In consideration The aggregate purchase price (the "Purchase Price") for the Purchased Assets shall be ONE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000.00), consisting of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller following: (i) Buyer will assume and pay, perform and discharge the "Assumed Debt" set forth on Section 2.5(a)(i) of the Closing Date Disclosure Schedules, up to an amount of ONE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000.00); (ii) if the Assumed Debt is less than ONE MILLION SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000.00), the difference between such amount and the Assumed Debt, in cash. (b) The Purchase Price shall be adjusted for the "Working Capital Adjustment", which shall be an amount equal to the sum of (A) $27,000,000; (B) Closing Working Capital minus the Stock Consideration; (C) Target Working Capital. To the Promissory Note; and (D) extent the Purchased Product Inventory Value (collectivelyWorking Capital Adjustment is a positive amount, the “Closing Payment”)cash component of the Purchase Price shall be increased. To the extent the Working Capital Adjustment is a negative amount, the cash component of the Purchase Price pursuant to Section 2.5(a)(ii) will be reduced first, and then the Assumed Debt portion of the Purchase Price will be reduced and the reduced portion of such Assumed Debt will be retained by Sellers. (c) Concurrently with the execution of this Agreement, Buyer has deposited by wire transfer in same day funds with Sellers the sum of immediately available funds to the account designated by Seller by notice to Purchaser at least three FIVE HUNDRED THOUSAND (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s$500,000), (“Deposit”). If Closing occurs, the Deposit shall be applied toward the Purchase Price at Closing. Otherwise the Deposit shall be handled in accordance with Section. 9.3 (d) The Purchase Price shall be paid as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”3.2(b), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In consideration The purchase price of the conveyances contemplated under Section 2.1, Purchaser shall Property is Two Hundred Eighty Seven Million Five Hundred Thousand Dollars (a$287,500,000.00) pay to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow AmountPurchase Price”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to The Purchase Price shall be paid as follows: (1) Within one (1) business day after the Purchased Product Inventory Value and subject to Effective Date, Buyer shall deposit in escrow, in the last sentence form of this Section 2.3.1(b)Exhibit H attached hereto, Purchaser shall pay Seller the difference with Chicago Title Insurance Company Attn: Xxxxx Xxxxxx (the “DifferenceTitle Company”) between cash or other immediately available funds in the Purchased Product Inventory Value and amount of One Million Dollars ($1,000,000.00), which sum shall be increased to Four Million Five Hundred Thousand Dollars ($4,500,000.00) within one (1) business day after the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments expiration of the Contingency Period, provided this Agreement has not been terminated prior to the end of the Contingency Period (the “InstallmentsDeposit”) within five (5) Business Days ). In the event Buyer waives or is deemed to have waived Buyer’s right to terminate this Agreement pursuant to Section 2.2 below, the entire Deposit shall be non-refundable to Buyer for any reason whatsoever except as otherwise expressly provided herein. The Deposit shall be held in an interest bearing account and all interest thereon, less investment fees, if any, shall be deemed a part of each payment by Purchaser the Deposit. If the sale of the Property as contemplated hereunder is consummated, then the Deposit shall be paid to Daravita Limited for quantities of Second Generation Replacement Product Seller at the Closing (as defined in Section 1.2(b)(2) below) and credited against the Second Generation Supply Agreement)Purchase Price. Each Installment shall be equal to the difference between [***] of Notional NSP IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO SELLER’S DEFAULT HEREUNDER, THEN BUYER MAY ELECT, AS BUYER’S SOLE AND EXCLUSIVE REMEDY, EITHER TO: (as set forth on Section 2.3.1 of the Seller Disclosure Schedule1) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT, IN WHICH EVENT NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER EXCEPT AS PROVIDED IN SECTIONS 6.1, 9.3 AND 9.9 BELOW, OR (i2) the DifferenceENFORCE SPECIFIC PERFORMANCE OF SELLER’S OBLIGATION TO EXECUTE THE DOCUMENTS REQUIRED TO CONVEY THE PROPERTY TO BUYER, if anyIT BEING UNDERSTOOD AND AGREED THAT THE REMEDY OF SPECIFIC PERFORMANCE SHALL NOT BE AVAILABLE TO ENFORCE ANY OTHER OBLIGATION OF SELLER HEREUNDER (PROVIDED, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.HOWEVER, THAT BUYER MAY IN SUCH EVENT DEDUCT FROM THE PURCHASE PRICE ANY AMOUNTS TO BE CREDITED OR PAID BY SELLER UNDER THE TERMS OF THIS AGREEMENT AT CLOSING, SUCH AS PRORATIONS AND SIMILAR ITEMS AND PAYMENTS UNDER

Purchase Price. The aggregate purchase price for the Purchased Assets shall be $617,000.00 (a) In consideration the “Purchase Price”), which shall consist of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller following: (i) on $361,406.27 for the Professional Assets (the “Purchase Price – Professional Assets”), which shall be payable by OGPA to IGCD at the Closing Date an amount equal to the sum of (Aas defined herein) $27,000,000; in cash (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing PaymentCash”), ) by wire transfer of immediately available funds to in accordance with the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as wire transfer instructions set forth in Section 2.3.1(b1.05(a) of the Disclosure Schedules or as otherwise provided below. The Closing Cash shall be paid as follows: (A) $50,000.00 deposit (the “Deposit”) which Sellers acknowledge has been paid to the Law Offices of Xxxxx X. Xxxx, P.A. IOTA subject to the terms of this Agreement. Upon Closing, the Deposit shall be applied to the payments, as Seller may require, set forth in subsections (B) and (C) below of this Section 1.05(a)(i). The Deposit shall be promptly refunded to Buyers, as Buyers may direct, upon the earlier of 1) disapproval by the Bankruptcy Court of the terms of this Agreement and (bthe Closing as contemplated herein, or 2) deliver IGCD’s inability to have a plan of reorganization confirmed by order of the Bankruptcy Court, in form and substance satifactory to the Escrow AgentBuyers, or 3) December 31, 2013; (B) $100,000.00 to IGCD; (C) $100,000.00 to Hani “Xxx” Xxxxxx, D.D.S. as consideration for Hani “Xxx” Xxxxxx, D.D.S. entering into an Independent Contractor Professional Services Agreement with OGPA; (D) A promissory note payable by Buyer, in the principal sum of $100,000.00, bearing interest at the rate of 6.25% annually, and payable to Hani “Xxx” Xxxxxx, D.D.S payable in equal monthly installments each month for 12 months beginning one month after the Closing, $3,000,000 substantially in cash the form of Exhibit A-1 to this Agreement (the “Initial Escrow AmountProfessional Assets Promissory Note”); and (E) $61,406.27 for the full payment and satisfaction by SMFL of the amounts due as of the Closing Date (assuming all amounts due prior to Closing have been paid current by Sellers) with respect to that certain Promissory Note, dated February 3, 2009, by wire transfer and between IGCD and Regions Bank, in the original principal amount of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement$408,638.00. (bii) In addition to $255,593.73 for the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference Operating Assets (the “DifferencePurchase Price – Operating Assets” and, collectively with the Purchase Price – Professional Assets, the “Purchase Price”) between shall be payable by SMFL to IGCD at the Purchased Product Inventory Value and Closing by delivery of a promissory note substantially in the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments form of Exhibit A-2 to this Agreement (the “InstallmentsOperating Assets Promissory Note,” and collectively with the Professional Assets Promissory Note, the “Promissory Notes”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In Subject to the terms and conditions set forth in this Agreement and subject to adjustment under Section 3.1(b)(iii) and Section 3.2, and in consideration of the conveyances contemplated under Section 2.1sale, Purchaser shall (a) pay assignment, transfer, delivery and conveyance by the Sellers and the Subsidiaries to Seller (i) the Buyer of the BEI Purchased Assets and (ii) DR Partnership of the Purchased DR Assets, the aggregate purchase price to be paid for the Purchased Assets (the "Purchase Price") is One-Hundred Twenty Million Dollars ($120,000,000), payable as set forth below, and the assumption of 75% of the Assumed Liabilities (together with the Purchase Price, the "Total Consideration"). (b) The Purchase Price shall be paid as follows: (i) at the Initial Closing (x) the Buyer will pay One-Hundred Nine Million Dollars ($109,800,000) ("Buyer Purchase Price"), payable as follows: Eighty-Nine Million Dollars ($89,800,000) will be payable in cash (the "Initial Closing Cash Amount") and Twenty Million Dollars ($20,000,000) (the "Security Account Amount") shall be deposited in the Secured Account and invested in Permitted Investments, and the Buyer will assume the Initial Closing BEI Assumed Liabilities (together with the Buyer Purchase Price, the "Buyer Consideration") and (y) DR Partnership will pay Ten Million Dollars ($10,000,000) ("Partnership Purchase Price"), payable in cash, and assume the Assumed DR Liabilities; and (ii) at the Dialaround Closing (if it occurs), the Buyer will pay Two Hundred Thousand Dollars ($200,000)("Dialaround Closing Buyer Purchase Price"), payable in cash, and assume the Dialaround Closing BEI Assumed Liabilities. (iii) prior to the Initial Closing (but no less than one Business Day before the Initial Closing Date), the Sellers shall deliver to the Buyer an estimated Measurement Date Reference List and a preliminary Statement (each of which shall be calculated in a manner consistent with the sample calculations set out on Schedules 3.2(a) and 3.2(b) hereof), which shall be used to determine the payment of the Buyer Purchase Price and the Partnership Purchase Price at the Initial Closing, as follows: If the U.S. Cash as set forth on the preliminary Statement is less than $42,600,000 (the amount by which the U.S. Cash reflected on the preliminary Statement is less than $42,600,000 being the "Cash Shortfall Amount") or the Working Capital is less than negative $2,400,000 (the amount by which the Working Capital is less than negative $2,400,000 being the "Working Capital Shortfall Amount"), the Initial Closing Date Cash Amount and the Partnership Purchase Price set forth in (i) above shall be reduced (pro rata based on the percentage of the Purchase Price represented by such amounts) by an amount equal to the sum greater of (A) $27,000,000; (Bx) the Stock Consideration; Cash Shortfall Amount or (Cy) the Promissory NoteWorking Capital Shortfall Amount (the entire amount by which the Purchase Price is reduced, being the "Initial Closing Purchase Price Adjustment"); and (D) provided, however, that in the Purchased Product Inventory Value (collectivelyevent the Purchase Price is reduced by the Initial Closing Purchase Price Adjustment, the “Closing Payment”), by wire transfer of immediately available funds DR Entities shall be entitled to retain any DR Cash up to the account designated by Seller by notice amount of the Initial Closing Purchase Price Adjustment. (c) The Buyer shall be entitled to Purchaser at least three (3) Business Days prior withhold and deduct from the Purchase Price otherwise payable to the Closing Date; (ii) Sellers and the Milestone Payment(s)Subsidiaries pursuant to this Section 3.1 such amounts as the Buyer is required to withhold under the Code or any other provision of state, local or foreign Tax law determined in good faith by the Buyer. To the extent so withheld and deducted, such amounts shall be treated for all purposes of this Agreement as and having been paid to the extent provided in Section 2.3.2; applicable Seller or Subsidiary. The Buyer shall remit all aforementioned withholdings and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver deductions to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed appropriate tax authorities in accordance with Section 2.4 and the terms of the Escrow Agreementapplicable Law. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In consideration The purchase price of the conveyances contemplated under Section 2.1, Purchaser shall Property is Twenty-Two Million One Hundred Five Thousand Thirty-Six Dollars (a$22,105,036) pay to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow AmountPurchase Price”), by wire transfer of immediately available funds. The Escrow Fund allocation of the Purchase Price between AMB and Headlands shall be held, administered determined by Sellers in their sole and distributed in accordance with Section 2.4 and the terms of the Escrow Agreementabsolute discretion. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence The Purchase Price shall be paid as follows: (i) Within three (3) days after full execution of this Section 2.3.1(b)Agreement, Purchaser Buyer shall pay Seller the difference deposit in escrow with Chicago Title Company at 000 Xxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000, Attn.: Xxxxxxxx Xxxxxx (the “DifferenceTitle Company”) between an all cash payment, or wire transfer, in the Purchased Product Inventory Value amount of Three Million Three Hundred Fifteen Thousand Seven Hundred Fifty-Five Dollars ($3,315,755)(the “Deposit”). Except as otherwise provided in this Agreement, the Deposit shall not be refundable to Buyer. The Deposit shall be held in an interest bearing account and all interest thereon shall be deemed a part of the Final Product Inventory Value determined Deposit. At the Closing, as defined in accordance with Section 2.3.3 1.2(b)(iii) below, the Deposit shall be paid to Sellers and credited against the Purchase Price. (ii) IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED DUE TO THE FAILURE OF ANY CONDITION PRECEDENT AND THE BUYER IS NOT THEN IN DEFAULT, THEN THE TITLE COMPANY SHALL RETURN THE DEPOSIT TO BUYER. IF THE SALE OF THE PROPERTY IS NOT CONSUMMATED SOLELY DUE TO EITHER OF THE SELLERS’ DEFAULT HEREUNDER, THEN, AS BUYER’S SOLE AND EXCLUSIVE REMEDIES, BUYER MAY EITHER: (1) TERMINATE THIS AGREEMENT AND RECEIVE A REFUND OF THE DEPOSIT, IN WHICH EVENT NEITHER PARTY SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS HEREUNDER (EXCEPT AS PROVIDED IN SECTIONS 7.1, 9.3 AND 9.12 BELOW), OR (2) ENFORCE SPECIFIC PERFORMANCE OF THIS AGREEMENT; PROVIDED, HOWEVER, IF THE ACTIONS OF SELLERS HAVE RENDERED SPECIFIC PERFORMANCE IMPOSSIBLE TO ACHIEVE, BUYER MAY SEEK TO RECOVER ITS ACTUAL DAMAGES DUE TO SELLERS’ DEFAULT HEREUNDER. THE PARTIES HAVE AGREED THAT SELLERS’ ACTUAL DAMAGES IN THE EVENT OF A FAILURE TO CONSUMMATE THE SALE DUE TO BUYER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. AFTER NEGOTIATION, THE PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF THE DAMAGES THAT SELLERS WOULD INCUR IN THE EVENT OF BUYER’S DEFAULT. IN THE EVENT BUYER FAILS, WITHOUT LEGAL EXCUSE, TO COMPLETE THE PURCHASE OF THE PROPERTY, THE DEPOSIT MADE BY BUYER SHALL BE FORFEITED TO SELLERS AS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO SELLERS FOR SUCH FAILURE. BY PLACING THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION. THIS SECTION 1.3(b)(ii) IS NOT INTENDED TO LIMIT SELLERS’ OR BUYER'S RIGHTS UNDER SECTIONS 7.1, 9.3 AND 9.12 OF THIS AGREEMENT. INITIALS: SELLERS JEM BUYER MJJ (iii) The balance of the Purchase Price (plus the construction costs of the Improvements attributable to any Change Orders (as defined below) requested by Buyer pursuant to Section 2.2 below that has not already been paid to Sellers under the terms of this Agreement) shall be paid to Sellers in installments immediately available funds via wire transfer at the consummation of the purchase and sale contemplated hereunder (the “InstallmentsClosing”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. The aggregate purchase price (the “Purchase Price”) to be paid to the Sellers for the Business and the Purchased Assets shall be Eighty Five Million Dollars ($85,000,000) subject to adjustment as provided below. At the Closing, against delivery to the Buyer of appropriate instruments of transfer, conveyance and assignment with respect to the Purchased Assets, Buyer shall pay to Seller the sum of the Accounts Receivable Value, the Inventory Value, Prepaid Expense Value, the Fixed Asset Value. The Purchase Price shall be payable as follows: (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall Seventy-Nine Million Six Hundred Seventy-Nine Thousand Twenty-Six Dollars (a) pay to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”79,679,026), by wire transfer of in immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow AmountCash Portion of the Purchase Price”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement.; (b) In addition Eight Hundred Thousand Dollars ($800,000) (“Working Capital Holdback”) shall be retained by Buyer and applied to the Purchased Product Inventory Value adjustment amounts provided for by Section 3.2; provided that any amount remaining following all of such final adjustments shall be paid to Sellers on or prior to the fifth (5th) business day following such final determination; (c) Three Million Six Hundred Twenty Thousand Nine Hundred Seventy-Four Dollars ($3,620,974) shall be retained by Buyer as the GSP Liability pursuant and subject to adjustment described in Section 3.4; (d) Six Hundred Thousand Dollars ($600,000) shall be retained by Buyer relative to the last sentence Accrued Bonus as described herein. At Closing, Buyer will assume Sellers’ pro-rated portion of this Section 2.3.1(b), Purchaser shall pay Seller the difference estimated fiscal year 2015 annual recast bonus (the “DifferenceAccrued Bonus”) between which equates to 8/12ths of Eight Hundred Ninety-Five Thousand Dollars ($895,000), or Six Hundred Thousand Dollars ($600,000). To the Purchased Product Inventory Value and extent the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments actual fiscal year 2015 bonus paid by Buyer is less than $895,000, Buyer shall promptly pay Sellers their pro-rated share of the amount by which the actual bonus paid by Buyer to the those employees formerly employed by Sellers at Closing is less than $895,000; (e) Three Hundred Thousand Dollars ($300,000) shall be retained by Buyer relative to the Accrued Excess Bonus described herein. At Closing, Buyer will assume the Seller’s accrued excess bonus (the “InstallmentsAccrued Excess Bonus”) within five of Three Hundred Thousand Dollars (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement$300,000). Each Installment The Accrued Excess Bonus shall be equal utilized by Buyer on a dollar-for-dollar basis, at the sole discretion of Buyer, to the difference between [***] pay actual fiscal year 2015 bonus in excess of Notional NSP Eight Hundred Ninety-Five Thousand Dollars (as set forth on Section 2.3.1 $895,000). Any portion of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable Accrued Excess Bonus not paid out by Buyer shall be promptly returned to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesSellers.

Purchase Price. (a) In As consideration for the purchase of the conveyances Shares and the other transactions contemplated under Section 2.1by this Agreement, Purchaser the Buyer shall (a) pay to Seller (i) on the Closing Date an Sellers the amount equal to the sum of (A) $27,000,000; (Bi) the Stock Consideration; Final Closing Date Net Book Value of the Company, as determined pursuant to this Article II, (Cii) the Promissory Note; Eleven Million Fourteen Thousand Four Hundred Forty-Nine Dollars ($11,014,449.00), (iii) any payments for New Business described on Schedule 2.6, and (Div) the Purchased Product Inventory Value any payments for Step-Up Tax Benefits described on Schedule 2.2(a) (collectively, the “Closing Payment”Purchase Price). At the Closing, the Buyer shall transfer cash, by wire transfer of federal or immediately available funds funds, to the an account designated in writing by Seller by notice to Purchaser the Sellers at least three two (32) Business Days prior to the Closing Date; Date (the "Payment Account"), in an amount (the "Closing Payment") equal to the portion of the Purchase Price set forth in (i) and (ii) the Milestone Payment(sabove in this Section 2.2(a), assuming that the Estimated Closing Date Net Book Value (as and defined in Section 2.3 below) is equal to the extent provided Final Closing Date Net Book Value (as defined in Section 2.3.2; and (iii) 2.5 below), minus the Difference Escrowed Amount. The Closing Payment shall be subject to adjustment as set forth in Section 2.3.1(b2.5 below. Within fourteen (14) below and (b) days of the Closing Date, the Buyer shall deliver the Escrowed Amount to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and Agent pursuant to the terms of the Escrow Agreement. The parties hereto intend that the Escrowed Amount shall be available as a nonexclusive means to fulfill Sellers' indemnification obligations pursuant to Article X hereof. (b) In addition The parties agree to determine the Purchased Product Inventory Value and subject to allocation of the last sentence of Purchase Price as set forth in Schedule 2.2(a). The parties agree that, for tax reporting purposes, they shall each report the transactions contemplated by this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined Agreement in accordance with Section 2.3.3 in installments (such allocation and shall not take a position for tax purposes inconsistent therewith. The Buyer, on the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined one hand, and the Sellers, on the other hand, shall notify and provide the other with reasonable assistance in the Second Generation Supply Agreement). Each Installment shall be equal to event of an examination, audit or other proceeding regarding the difference between [***] of Notional NSP (as set forth on Section 2.3.1 agreed upon allocation of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesPurchase Price.

Purchase Price. The purchase price for the Assets (athe "PURCHASE PRICE") In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay be payable to Seller as follows: (i) on At the Closing Date an amount equal Closing, Buyers shall deliver to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”)Seller, by wire transfer of immediately available funds to the a bank account designated by Seller Seller, an amount equal to Six Million Dollars ($6,000,000) (the "CASH PORTION") of which One Million Five Hundred Thousand Dollars ($1,500,000) shall be paid by notice to Purchaser at least three the Company, Three Million Five Hundred Thousand Dollars (3$3,500,000) Business Days prior to the Closing Date; shall be paid by LLC and One Million Dollars ($1,000,000) shall be paid by Xxxxxxx; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value Cash Portion, Buyers shall pay to Seller a contingent payment for each of the fiscal years ended March 31, 2000 ("FY 2000"), March 31, 2001 ("FY 2001") and subject March 31, 2002 ("FY 2002"), up to an aggregate amount of Three Million Dollars ($3,000,000) (the "EARN-OUT"), as more fully set forth in Section 1.4 hereof; (iii) In addition to the last sentence Cash Portion and the Earn Out, Buyers shall pay to Seller a contingent payment for each of this Section 2.3.1(bFY 2002 and the fiscal year ended March 31, 2003 ("FY 2003"), Purchaser shall pay Seller the difference up to an aggregate principal amount of Five Million Dollars ($5,000,000) (the “Difference”"CONTINGENT PAYMENTS") between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as more fully set forth on in Section 2.3.1 1.6 hereof. Parent shall guaranty the full and punctual payment of all Earn-Out, Travel Gross Profit Payment and Contingent Payment amounts (including reasonable attorney fees and expenses incurred in connection with the Seller Disclosure Schedule) for such Second Generation Replacement Product payment of all Earn-Out, Travel Gross Profit Payment and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply AgreementContingent Payment amounts) pursuant to Section 16.2.1 the terms of the Second Generation Supply Guaranty Agreement terminatesattached as EXHIBIT 5.2G.; and (iv) In addition to the Cash Portion, the Earn Out and the Contingent Payment, Buyers shall pay to Seller a payment of One Million Dollars ($1,000,000) (the "TRAVEL GROSS PROFIT PAYMENT") provided a contingency has occurred as more fully set forth in Section 1.5 hereof.

Purchase Price. (a) In The consideration payable by Purchaser to each Seller under this Agreement shall be based on the portion of the conveyances contemplated under Section 2.1, Purchaser shall aggregate combined value of the Assets of $481,000,000 as specified on and allocated (afor the purposes of this Agreement) pay among the applicable Assets as set forth on Schedule 1.02(a) attached hereto (the amount payable to each such Seller being herein referred to as the “Gross Purchase Price”). (b) On the Closing Date: (i) on Purchaser shall deposit with the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelyTitle Company, the “Closing Payment”), in cash by wire transfer of immediately available funds federal funds, with respect to each Seller, an amount (such amount, the account designated “Net Purchase Price”) equal to: (1) the applicable Gross Purchase Price; (2) minus the aggregate outstanding balance on the Closing Date of the unpaid principal and accrued but unpaid interest on the Existing Debt applicable to such Seller’s Rental Property (the “Closing Existing Debt Amount”) being assumed by Seller by notice Purchaser pursuant to Purchaser at least three Sections 1.02(b)(ii) and 1.05; (3) Business Days prior to minus the Closing Date; (ii) the Milestone Payment(sExcess Assumption Expense paid by Purchaser as provided in Section 1.05(b), as if any; (4) minus, if and to the extent provided any of the applicable Existing Debt is assumed or prepaid/repaid by Purchaser, any other fees or expenses (other than any Assumption Expenses or Prepayment Expenses) due in respect of the applicable Existing Debt so assumed (e.g., late fees), if any; (5) minus any Closing Existing Debt Amount repaid/prepaid by Purchaser pursuant to Section 1.05(c) (which for the avoidance of doubt shall not be duplicative of any amounts referred to in Sections 1.02(b)(i)(2) or 1.02(b)(i)(3), and shall not include any costs, fees or expenses paid by Purchaser in connection with the repayment/prepayment of such Closing Existing Debt Amount); (6) minus that portion of the Deposit allocated to such Seller pursuant to Section 1.04; (7) plus or minus, as applicable, the net aggregate amounts of the credits or prorations allocable to such Seller’s Rental Property determined pursuant to Section 1.03; and (8) plus, if applicable, the amount of any Impound then held by the applicable Lender as specified in Section 2.3.2; 1.05(d). (ii) Subject to the terms and conditions in Section 1.05, Purchaser shall assume and become primarily liable for or repay/prepay the aggregate Closing Existing Debt Amount, as applicable. (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver The Title Company shall pay to the Escrow Agenteach Seller, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund federal funds pursuant to written wire transfer instructions delivered by the applicable Seller not less than one (1) Business Day prior to the Closing Date, the Net Purchase Price with respect to such Seller, including the portion of the Deposit allocated to such Seller pursuant to Section 1.04. (c) Purchaser shall be heldprovide to the Sellers Purchaser’s proposed allocation of each Seller’s Gross Purchase Price, administered as adjusted for all payments under Section 1.03 and distributed Article VII and for the amount of any Damages for which no indemnification payment has been received, each to the extent properly treated as consideration for purposes of Section 1060 of the Code, among such Seller’s Assets in accordance with Section 2.4 and the terms 1060 of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence Code promptly following Purchaser’s receipt of this Section 2.3.1(b), final appraisals for those Assets for which Purchaser obtains appraisals. Purchaser shall pay Seller consider any comments from Sellers with respect thereto. The Parties shall either (i) agree upon the difference final allocation, and file all related Tax forms accordingly, or (the “Difference”ii) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement not agree with respect to such Second Generation Replacement Product until either (i) allocation, in which event the DifferencePurchaser, if anyon the one hand, has been paid and each applicable Seller, on the other hand, shall file its related Tax forms in full its sole and exclusive discretion. Notwithstanding anything in this Agreement, Purchaser may in good faith amend any Tax Returns with respect to such allocation for any reason and without notice to any Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In As consideration of for the conveyances contemplated under Section 2.1Shares, Purchaser shall (a) pay to Seller the sum of $5,301,934.01 (the "Purchase Price"), plus certain contingent consideration described in Section I(E) below. In addition, Seller agrees to unconditionally release the Company from all of the Company's indebtedness to Seller and Seller's subsidiaries, and to assume all of the Company's trade accounts payable (including obligations for which documentation may not be available on the Closing Date) and accrued payroll obligations (including without limitation accrued salaries, wages, bonuses, commissions and all related payroll taxes) reflected on the balance sheet of the Company on April 30, 2001, such balance sheet to be prepared in accordance with generally accepted accounting principles of the United 2 States on a basis consistent with accounting principles employed by the Company during the year ended April 30, 2001 ("GAAP"). The Purchase Price shall be paid in the form of: (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of 500,000 in immediately available funds to (the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date"Cash Portion"); (ii) Purchaser's 120-day promissory note in the Milestone Payment(samount of $1.5 million, bearing interest at the weighted-average effective rate imposed on Seller pursuant to that certain Credit Agreement, dated as of July 23, 1996, by and among Seller, First Bank National Association, Harxxx Xxust and Savings Bank and the Sumitomo Bank, Limited, Chicago Branch, as amended to date (the "Seller Credit Agreement"), or any replacement facility, adjustable monthly, secured by the accounts and notes receivable of the Company and substantially in the form attached hereto as and to Exhibit A (the extent provided in Section 2.3.2"Purchaser Note"); and (iii) assignment by the Difference as set forth Company to Seller of (a) that certain promissory note, dated October 28, 1999, issued by TecxXxxxxx.xxx, XLC in Section 2.3.1(bfavor of the Company with an original unpaid principal balance of $1,861,164.64 and a current unpaid principal balance of $1,801,934.01 (the "TechSkills Note") below and (b) deliver to that certain promissory note, dated January 22, 2001, issued by Substance Abuse Management Inc. ("SAMI") in favor of the Escrow AgentCompany with an original unpaid principal balance of $1,500,000 and a current unpaid principal balance of $1,412,284.31 and the related personal guarantee of Henxx Xxxxxxxx xxted January 22, at 2001 (collectively, the Closing, $3,000,000 in cash "SAMI Note"); (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund TechSkills Note and the SAMI Note shall be held, administered and distributed in accordance with Section 2.4 and referred to herein collectively as the terms of the Escrow Agreement"Notes"). (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In consideration The aggregate purchase price for the Precision Shares and the Transport Shares shall be Two Hundred Twenty Million Dollars ($220,000,000) (the "Purchase Price") consisting of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) cash to be paid to Sellers in the respective amounts listed on Schedule A (provided, however, that Sellers may reallocate such amounts among themselves by providing Buyer with a new Schedule A reflecting such reallocation at least one business day before the Closing Date an amount equal Closing), (ii) cash in the amounts allocated for the covenants not to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value compete as listed on Schedule 7.3 (collectively, the “Closing Payment”), by wire transfer of immediately available funds payments referred to the account designated by Seller by notice to Purchaser at least three in clauses (3i) Business Days prior to the Closing Date; and (ii) the Milestone Payment(s)above shall be referred to herein, collectively, as and to the extent provided in Section 2.3.2; "Closing Payments") and (iii) cash in the Difference as set forth in Section 2.3.1(bamount of Eleven Million Dollars ($11,000,000) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), "Holdback") to be deposited in an escrow account by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed Buyer in accordance with Section 2.4 and the terms Holdback Agreement entered into as of the Closing Date by and among Parent, Buyer, Sellers and Union Bank of California (the "Escrow Holder") in the form attached hereto as Exhibit 1.2(b) (the "Holdback Agreement"). (b) In addition Buyer (i) shall be entitled, but not obligated, to make a claim against the Purchased Product Inventory Value and subject Holdback for any amounts due from any Seller to Parent or Buyer under Section 6.3 in the last sentence event of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product a Shortfall (as defined in the Second Generation Supply AgreementSection 6.3). Each Installment , and Sellers shall be equal to the difference between [***] acknowledge and approve payment of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product claim, and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation shall make a claim against the Holdback for any other indemnifiable Losses due from any Seller under Article VI or Article IX, subject to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in limitations set forth therein. In accordance with the Second Generation Supply Holdback Agreement) , the Holdback shall be released to Sellers, less the amount of any claims made against the Holdback pursuant to Section 16.2.1 of 9.2 hereof that have been paid or which are then pending under the Second Generation Supply Agreement terminatesHoldback Agreement, within two business days following December 31, 2004.

Purchase Price. The purchase price for the Stock shall be the aggregate of Seventeen Million Five Hundred Thousand Dollars (a$17,500,000) In consideration of the conveyances contemplated under (in cash as described in Section 2.12.3), Purchaser shall (a) pay to Seller (i) on the Closing Date an amount equal to plus or minus, as indicated, the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value following adjustments (collectively, the “Closing Payment”"Purchase Price Adjustments"): (i) plus, the Earn-Out (as defined and as described in Section 2.2(a), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date); and (ii) minus the Milestone Payment(sRetained Earnings Adjustment (as defined and described in Section 2.2(b)), as and to the extent provided in Section 2.3.2if any; and and (iii) minus, the Difference as set forth in Section 2.3.1(b) below and (b) deliver to Aggregate Transactional Expenses paid by the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP Companies (as set forth on Section 2.3.1 Schedule 7.10). The aggregate sum of the Seller Disclosure Schedule) for such Second Generation Replacement Product $17,500,000 cash payment and the corresponding amounts due and payable Purchase Price Adjustments shall be collectively referred to Daravita Limited under herein as the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either "Purchase Price." The Purchase Price shall be allocated among the Shareholders as follows: (i) $9.5 million and the DifferenceEarn-Out to the MGR Shareholders, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation $7.0 million to supply Second Generation Replacement Product at the Discounted Supply DSI Shareholder, and (iii) $1.0 million to the Contract Air Shareholders. All allocations of the Purchase Price (as defined among the Shareholders of a Company shall be made pro-rata in accordance with such Shareholder's ownership in the Second Generation Supply Agreementissued and outstanding Stock of the applicable Company. The Aggregate Transactional Expenses paid by the Companies shall be allocated by the Shareholders' Agent to each Company in accordance with the portion of the Purchase Price allocated to that Company's Shareholders. In the event that there is an Estimated Retained Earnings Adjustment, the Retained Earnings Adjustment as described in Section 2.2(b) may result in a cash payment by either the MGR Shareholders or the Purchaser pursuant to Section 16.2.1 of 2.5 depending on whether the Second Generation Supply Agreement terminatesEstimated Retained Earnings Adjustment was over or understated, but in no event shall the Retained Earnings Adjustment increase the Purchase Price.

Purchase Price. (a) In consideration of The aggregate purchase price for the conveyances contemplated under Section 2.1, Purchaser Purchased Assets shall be ONE HUNDRED FIFTY-THREE MILLION DOLLARS (a$153,000,000) pay to Seller (the “Purchase Price”); (i) on the Closing Date an amount equal to the sum of either plus (A) $27,000,000; the amount, if any, by which the Estimated Net Working Capital is greater than the Upper Target, or minus (B) the Stock Considerationamount, if any, by which the Estimated Net Working Capital is less than the Lower Target; (Cii) either plus (A) the Promissory Noteamount, if any, by which the Estimated Loan Receivables Amount is greater than the Loan Receivables Amount or minus (B) the amount, if any, by which the Estimated Loan Receivables Amount is less than the Loan Receivables Amount; minus (iii) the Estimated Closing Indebtedness paid at the Closing pursuant to Section 2.02(b)(iii); minus (iv) the Estimated Transaction Expenses paid at the Closing by the Purchaser pursuant to Section 2.02(b)(iv) or unpaid by Seller prior to or at the Closing; minus (v) the 2020 Pension Liability Withdrawal Amount; minus (vi) the Adjustment Escrow Amount; and minus (Dvii) the Purchased Product Inventory Value Indemnity Escrow Amount (collectivelysuch collective amount is referred to herein as the “Estimated Closing Purchase Price”), subject to adjustment pursuant to Section 2.03(d) (the “Closing PaymentPurchase Price”). (b) At the Closing, Purchaser shall pay, or cause to be paid by wire transfer of immediately available funds to the account or accounts designated by Seller by notice to Purchaser in writing by such recipient at least three (3) Business Days prior to the Closing Date; : (i) to Seller, the Estimated Closing Purchase Price; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (Adjustment Escrow Amount and the “Initial Indemnity Escrow Amount”); (iii) to the holders of Closing Indebtedness, by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms an amount equal to such holder’s portion of the Escrow AgreementEstimated Closing Indebtedness owing to such holder as specified in the payoff letters; and (iv) to each Person to whom any Transaction Expenses are payable, an amount equal to such Person’s portion of the Estimated Transaction Expenses owing to such Person as specified in the Estimated Closing Statement. (bc) In addition The Closing Purchase Price will be allocated to TCC Clarion and TCC Pennwest pursuant to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (example attached as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.Annex B.

Purchase Price. (a) In consideration Subject to adjustment pursuant to Section 1.7, the aggregate purchase price (the "Purchase Price") for the Subject Assets to be purchased by the Purchaser from the Company hereunder shall be $25,500,000 which shall consist of: (i) $24,500,000 (the "Cash Payment"), and (ii) a subordinated promissory note of Sleepmaster Holdings L.L.C. in the form of Exhibit B attached hereto in an aggregate principal amount of $1,000,000 (the "Subordinated Note"), plus (iii) the assumption by the Purchaser of the conveyances contemplated under Section 2.1Assumed Liabilities. All amounts expressed in this Agreement are expressed in Canadian Dollars. (b) The Cash Payment shall be paid to the Company by the Purchaser as follows: (i) the Purchaser has made a nonrefundable initial deposit of $125,000 to Millxx Xxxxxxx, xxe Company's legal counsel, following the execution by the Purchaser and the Company of the January 8, 1999 letter agreement (the "Initial Deposit"); (ii) on March 31, 1999 the Purchaser made an additional nonrefundable deposit of $125,000 to Millxx Xxxxxxx (xxe "Subsequent Deposit", and together with the Initial Deposit, the "Deposits"); (iii) the Purchaser shall deliver $1,000,000 (athe "Indemnity Escrow Fund") pay to Seller an escrow agent, to be mutually agreed upon by the Company and the Purchaser, (ithe "Escrow Agent") on the Closing Date an amount equal as security for any amounts owed by the Company or Brauxx xxxsuant to the sum indemnification provisions set forth in Section 7.2(a). The Indemnity Escrow Fund shall be held by the Escrow Agent pursuant to the terms and conditions of the Escrow Agreement attached as Exhibit C hereto; and (A) $27,000,000; (Biv) the Stock Consideration; (C) Purchaser shall pay $23,250,000 on the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), Date by wire transfer of immediately available funds to the an account or accounts designated by Seller by notice to Purchaser at least the Company in writing not less than three (3) Business Days prior to Closing by Notice to the Purchaser. In addition, the Subordinated Note shall be issued by Sleepmaster Holdings L.L.C. on the Closing Date to the Company. On the Closing Date; (ii) , the Milestone Payment(s), as Purchaser and the Company shall issue joint written instructions to Millxx Xxxxxxx xxxtructing it to deliver the total amount of the Deposits to the extent provided Company. If the Closing does not occur by 5:00 p.m. (Toronto time) on June 30, 1999, the Purchaser and the Company shall be deemed to have issued joint written instructions to Millxx Xxxxxxx xxxtructing it to deliver the total amount of the Deposits to the Company; provided, that the reason for the delay beyond June 30, 1999 shall not have been caused by any act or failure to act of the Company or Brauxx. (c) The Purchase Price will be allocated among the Subject Assets for all purposes (including Tax and financial accounting purposes) in Section 2.3.2; and (iii) the Difference as manner set forth in Section 2.3.1(bSchedule 1.5(c) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), "Allocation Schedule") or as otherwise agreed to in writing by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.Purchaser

Purchase Price. (a) In consideration Subject to the terms and conditions of this Agreement and the terms and conditions of the conveyances contemplated under Section 2.1Operative Agreements, Purchaser shall (a) pay to Seller (i) on the Closing Date an amount equal pay to Sellers as full and fair consideration for the Assets and the entering into of the Operative Agreements, the sum of Three Hundred Sixty-Two Million Five Hundred Thousand Dollars (A$362,500,000) $27,000,000; (Bthe "Purchase Price"). (b) the Stock Consideration; The Purchase Price shall be paid to Sellers at Closing by (Ci) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of Two Hundred Eighty-Seven Million Five Hundred Thousand Dollars ($287,500,000) of immediately available funds to the account designated by Seller by notice accounts, and allocated to Purchaser at least three (3each Seller, as specified in SCHEDULE 2.3(B) Business Days prior to the Closing Date; and (ii) delivery of the Milestone Payment(ssenior subordinated promissory notes of Purchaser in the form of EXHIBIT 5 hereto (the "Senior Subordinated Notes"), payable to Sellers in the total aggregate principal amount of Seventy-Five Million Dollars ($75,000,000), the proceeds of which shall be allocated to each Seller as specified in SCHEDULE 2.3(B); provided that: (A) One Hundred Eighty-Seven Million Five Hundred Thousand Dollars ($187,500,000) of the Purchase Price shall be paid to Sellers at the time of Closing for the transfer of the Assets and the entering into of the Operative Agreements and shall not be subject to any further conditions; and (B) One Hundred Seventy-Five Million Dollars ($175,000,000) of the extent provided Purchase Price (the "Contingent Consideration") shall be paid to Sellers at the time of Closing, but shall be contingent consideration for the transfer of the Assets and the entering into of the Operative Agreements subject to a refund to Purchaser from Sellers if the aggregate gross sales of International Products in Section 2.3.2; the International Territory plus the aggregate gross sales of U.S. Product in the U.S. Territory (together, the "Annual Aggregate Gross Sales") during each of the calendar years 1999 and 2000 does not equal or exceed Thirty-Seven Million Five Hundred Thousand Dollars (iii$37,500,000) for each calendar year on a pro-rata basis in accordance with the following formula: (A) one-half (1/2) the Difference as set forth in Section 2.3.1(bContingent Consideration minus (B) below and the product of (bx) deliver to the Escrow Agent, at the Closing, Annual Aggregate Gross Sales for such calendar year divided by Thirty-Seven Million Five Hundred Thousand Dollars ($3,000,000 in cash (the “Initial Escrow Amount”37,500,000), multiplied by wire transfer (y) one-half (1/2) the Contingent Consideration; provided, however, such refund shall only be payable if Purchaser has exerted commercially reasonable sales and promotional efforts for the International Products in the International Territory and U.S. Product in the U.S. Territory, consistent with the sales and promotional efforts within the pharmaceutical industry for pharmaceutical products of immediately available funds. The Escrow Fund shall be held, administered and distributed similar value. (c) Any refund of the Contingent Consideration in accordance with Section 2.4 2.3(b)(B) for calendar year 1999 shall be paid by Sellers to Purchaser on or before June 30, 2000, and the terms any refund of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined Contingent Consideration in accordance with Section 2.3.3 in installments (the “Installments”2.3(b)(B) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment calendar year 2000 shall be equal paid by Sellers to the difference between [***] of Notional NSP (as set forth Purchaser on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Differenceor before June 30, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates2001.

Purchase Price. (a) In consideration On the terms and subject to the conditions set forth in this Agreement, Buyer agrees to pay Seller the following: (i) the Purchase Price of $93 million at the Closing and subject to adjustment as provided in (b) below; and (ii) an additional amount (the "Additional Amount") if any, on September 1, 2000, such Additional Amount not to exceed $5 million and to be computed as a function of the conveyances contemplated under Section 2.1revenues of the Airborne Systems Business Element, Purchaser such that the Additional Amount shall equal on a pro rata basis $1.67 for each $1.00 of Airborne Systems Business Element revenues for the twelve month period ending June 30, 2000 in excess of $66 million, and for the purposes of this calculation, "Airborne Systems Business Element" refers to the business element appearing on page IV-8 of the Confidential Descriptive Memorandum, which page is attached to this Agreement as Exhibit 2.2 (a) pay Seller recognizes and agrees that Buyer shall have the complete and unrestricted right to Seller (i) operate, combine and/or realign the Airborne Systems Business Element as it in its sole discretion may deem appropriate, provided that if Buyer's operation, combination or realignment of the Airborne Systems Business Element renders impossible the ability of Buyer, in the opinion of Buyer's independent certified public accountants, to report the revenues of the Airborne Systems Business Element on the Closing Date basis and make the calculations contemplated by this Section 2.2(a)(ii), then Buyer shall pay Seller no later than September 1, 2000, an amount equal aggregate $5 million as the full Additional Amount. Seller shall have the right, through Seller's independent certified public accountants, subject to national security regulations, to inspect all accounting records relating to the sum of (A) $27,000,000; (B) matters contemplated by this Section 2.2(a)(ii). Buyer shall also assume the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), Assumed Liabilities as provided in Section 2.4. The Purchase Price shall be paid by wire transfer of immediately available funds to the such bank account designated or accounts as are specified by Seller by notice in written instructions given to Purchaser Buyer at least three days prior to the Closing. (3b) The Purchase Price shall be subject to adjustment as follows: (i) Promptly, and in any event no later than 60 days following the Closing Date, Seller shall prepare and deliver to Buyer a balance sheet of the Business Days as of the Closing Date (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with GAAP, as applied consistent with the preparation of the June Balance Sheet using the same classifications as included on the June Balance Sheet, except for the procedure set forth in Section 2.2(b)(iv) and acknowledging that the June Balance Sheet does not, and the Closing Date Balance Sheet shall not include any liabilities with respect to (A) corporate-level notes and accounts payable to Seller, or (B) federal, state and local income and franchise taxes, including penalties and interest with respect thereto, for any periods including or ending prior to the Closing Date and acknowledging that the June Balance Sheet does not, and the Closing Date Balance Sheet shall not include any liabilities with respect to (A) corporate-level notes and accounts payable to Seller, (B) federal, state and local income and franchise taxes, including penalties and interest with respect thereto, for any periods including or ending prior to the Closing Date; , or (C) obligations to Employees of the Business under the Retention Incentive Agreements identified in Schedule 2.4(d), other than obligations (i) for retention incentive payments due upon sale of the Business pursuant to Paragraphs 2 and 4 of such agreements, and (ii) pursuant to the Milestone Payment(sSeverance Agreement between Seller and the Seller's Information Systems Division's President and General Manager. Buyer shall provide Seller such cooperation and such access to the Books and Records as may reasonably be required for the preparation of the Closing Date Balance Sheet. Buyer shall have 30 days following delivery of the Closing Date Balance Sheet to notify Seller in writing of any objections to the Closing Date Balance Sheet. Buyer's failure to so object during such 30-day period shall constitute approval of the Closing Date Balance Sheet. If Buyer so objects, Seller and Buyer shall use their best efforts to resolve any differences with respect to the Closing Date Balance Sheet. In the event the parties are unable to resolve such dispute, the parties hereby designate KPMG Peat Marwick, unless they decline or become the principal independent public accountants for either party, in which case the parties shall designate a firm of independent public accountants of national reputation mutually acceptable to them to resolve such dispute. In the event the parties are unable to agree to such firm of independent accountants of national reputation, they shall each designate a firm of independent public accountants of national reputation, which firms shall designate a third firm of independent public accountants of national reputation for resolving any disputes under this Section 2.2(b). The parties agree that with respect to disputes arising under this Section 2.2(b), as the sole issue to be determined by the independent public accountants shall be the accuracy of the Closing Date Balance Sheet. The independent public accountants shall have no power and no authority to make any provision or award for any punitive, exemplary or consequential damages. The independent public accountants shall render their decision within 30 days following the date that the parties shall have concluded their cases. Allocation of the fees and expenses charged by the independent public accountants shall be determined by such independent public accountants in proportion to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver adjustments to the Escrow AgentClosing Date Balance Sheet, at the Closingif any, $3,000,000 in cash (the “Initial Escrow Amount”), allocated by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreementsuch independent public accountants. (bii) In addition to the Purchased Product Inventory Value and subject to event the last sentence amount of this Section 2.3.1(b), Purchaser shall pay Seller Divisional Equity of the difference Information Systems Division (the “Difference”"Divisional Equity") between as reflected on the Purchased Product Inventory Value and Closing Date Balance Sheet exceeds the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (amount of Divisional Equity reflected on the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP June Balance Sheet (as set forth on Section 2.3.1 of Schedule 3.6), Buyer shall pay such amount as an addition to the Seller Disclosure Schedule) for such Second Generation Replacement Product and Purchase Price. In the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.event

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) on The price to be paid for the Closing Date an amount purchase of the Distributor's Lumenis Business Assets (as may be adjusted as provided in this Section 7.B., the "Purchase Price") shall be equal to 90% of the sum product of (Ax) $27,000,000average quarterly gross revenues determined in accordance with U.S. generally accepted accounting principles (1) amounts collected during the three months following such twelfth calendar quarter (the "Tail Period") for Products sold or serviced during such prior calendar quarters, net of the aforesaid, shall be included in Quarterly Net Revenues for the calendar quarter to which such revenues related; (B2) if the Stock ConsiderationDistributor terminates this Agreement pursuant to Section 6.A.(x), then if the Termination Date is in 2003 the Purchase Price shall be reduced by 50% and if the Termination Date is in 2004 the Purchase Price shall be reduced by 25%; (C3) if Company terminates this Agreement pursuant to Section 6.A(x) or the Promissory NoteDistributor terminates this Agreement pursuant to Section 6.A.(y) following a default by the Company, then if the Termination Date is in 2003 the Purchase Price shall be increased by 50% and if the Termination Date is in 2004 the Purchase Price shall be increased by 25%; and (D4) if the Purchased Product Inventory Value (collectivelyAgreement is terminated by reason of Force Majeure pursuant to Section 9.C, then if the Force Majeure event occurred during 2002, the “Closing Payment”)Purchase Price shall be $2,500,000, by wire transfer of immediately available funds and if the Force Majeure event occurred after 2002, then the Purchase Price shall be determined pursuant to the account designated provisions of this Section 7.B which precede the proviso, but the calculation of the Average Quarterly Net Revenues shall exclude all calendar quarters in which such Force Majeure event occurred or was continuing, and the resulting Purchase Price shall be reduced by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; 25%. (ii) Quarterly Net Revenue shall be determined by the Milestone Payment(s)Distributor's outside accounting firm (the "Auditor") within 30 days after the end of such calendar quarter (the "Quarterly Determination") at the Distributor's expense. The Distributor's annual financial statements shall be audited by the Auditor at the Distributor's expense. The Auditor shall determine the Purchase Price within 30 days after the end of the Tail Period. The Auditor's report setting forth the computation of the Quarterly Determination and the Purchase Price, as and the case may be, shall be submitted in writing to the extent provided in Section 2.3.2; Distributor and the Company. The Company and its representatives, including, without limitation, a "Big Five" auditing firm selected by Company (iiithe "Reviewing Auditor") shall have access to the Difference as books and records of the Distributor during regular business hours to verify the determination and computations made by the Auditor. After receipt of the Auditor's report of the Purchase Price, it shall be promptly reviewed by the Reviewing Auditor, who shall make a determination of the Purchase Price at the Company's expense. Unless either the Distributor or the Company notifies the other within thirty (30) days after receipt of the Reviewing Auditor's report that it objects to the computation of the Purchase Price set forth in Section 2.3.1(bthe Reviewing Auditor's report, the Reviewing Auditor's determination and report shall be binding and conclusive for the purposes of this Agreement. If either the Distributor or the Company notifies the other in writing within thirty (30) below and (b) deliver days after receipt of the Reviewing Auditor's report that it objects to the Escrow Agentcomputation set forth therein, at then the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund Purchase Price shall be helddetermined by negotiation between the Company and the Distributor. If the Company and the Distributor are unable to reach agreement within thirty (30) days after such notification, administered the determination of the Purchase Price shall be submitted to a mutually agreeable third-party firm of independent certified public accountants ("Special Accountants") for determination, whose determination shall be binding and distributed conclusive on the parties. If the Special Accountants determine that the Purchase Price as determined by the Reviewing Auditor has been understated by 3% or more, then the Company shall pay the Special Accountants' fees, costs and expenses. If the Purchase Price as determined by the Reviewing Auditor has not been understated or understated by less than 3%, then the Distributor shall pay the Special Accountants' fees, costs and expenses. If the Company and the Distributor cannot agree on the Special Accountants, the matter shall be submitted to arbitration in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.9.I.

Purchase Price. (ai) In consideration for the sale and transfer of the conveyances contemplated under Shares and the Acquired Assets, and subject to the terms and conditions of this Agreement, Buyer shall at the Closing, assume the Assumed Liabilities as provided in Section 2.11.1(d), Purchaser shall (a) and shall, with respect to the Businesses, as applicable, pay to Seller Parent, in the manner and at the times set forth below, the following amounts (i) on collectively, as adjusted pursuant to Section 1.4, the Closing Date an amount equal to the sum of “Purchase Price”): (A) Buyer shall make a one-time payment of One Hundred Twenty-Five Million Dollars ($27,000,000; 125,000,000) to Parent at the Closing (as adjusted pursuant to Section 1.2(a)(ii), the “Upfront Payment”). (B) For the Stock Considerationrights with respect to the PreveLeak Business, in addition to the Upfront Payment, Buyer shall (or shall cause one of its Affiliates to) pay Parent as follows: (1) if, during any 12-month period following the Closing Date, Net Sales of PreveLeak Products equal or exceed [**] Dollars ($[**]), Buyer shall (or shall cause one of its Affiliates to) make a one-time payment of [**] Dollars ($[**]) to Parent; (2) if, during any 12-month period following the Closing Date, Net Sales of PreveLeak Products equal or exceed [**] Dollars ($[**]), Buyer shall (or shall cause one of its Affiliates to) make a one-time payment of [**] Dollars ($[**]) to Parent; and (3) if, during any 12-month period following the Closing Date, Net Sales of PreveLeak Products equal or exceed [**] Dollars ($[**]), Buyer shall (or shall cause one of its Affiliates to) make a one-time payment of [**] Dollars ($[**]) to Parent; provided, that the payments in this subsection (B) shall be made only once upon the first occasion of the achievement of any such Net Sales level, with the maximum cumulative contingent payment pursuant to this subsection (B) being [**] Dollars ($[**]). (C) For the Promissory Note; and rights with respect to the Raplixa Business, in addition to the Upfront Payment, Buyer shall (Dor shall cause one of its Affiliates to) pay Parent as follows: (1) if, during any 12-month period following the Purchased Product Inventory Value Closing Date, Net Sales of Raplixa Products equal or exceed [**] Dollars (collectively, the “Closing Payment”$[**]), by wire transfer Buyer shall (or shall cause one of immediately available funds its Affiliates to) make a one-time payment of [**] Dollars ($[**]) to Parent; (2) if, during any 12-month period following the account designated by Seller by notice Closing Date, Net Sales of Raplixa Products equal or exceed [**] Dollars ($[**]), Buyer shall (or shall cause one of its Affiliates to) make a one-time payment of [**] Dollars ($[**]) to Purchaser at least Parent; (3) if, during any 12-month period following the Closing Date, Net Sales of Raplixa Products equal or exceed [**] Dollars ($[**]), Buyer shall (or shall cause one of its Affiliates to) make a one-time payment of [**] Dollars ($[**]) to Parent; (4) if, during any 12-month period following the Closing Date, Net Sales of Raplixa Products equal or exceed [**] Dollars ($[**]), Buyer shall (or shall cause one of its Affiliates to) make a one-time payment of [**] Dollars ($[**]) to Parent; and (5) if, during any 12-month period following the Closing Date, Net Sales of Raplixa Products equal or exceed [**] Dollars ($[**]), Buyer shall (or shall cause one of its Affiliates to) make a one-time payment of [**] Dollars ($[**]) to Parent; provided, that the payments in this subsection (C) shall be made only once upon the first occasion of the achievement of any such Net Sales level, with the maximum cumulative contingent payment pursuant to this subsection (C) being [**] Dollars ($[**]). (ii) Not less than three (3) Business Days prior to the Closing Date; Date and in accordance with the provisions of Section 1.4, Parent shall deliver to Buyer a statement in the format of the Form of Closing Statement setting forth Parent’s good faith estimate of the Closing Adjustment Amount (the “Estimated Closing Adjustment Amount”) and shall include a statement listing detail by SKU of the Recothrom Inventory, including the quantity of each item of Recothrom Inventory. If the Estimated Closing Adjustment Amount is positive, then the Upfront Payment shall be increased by the Estimated Closing Adjustment Amount. If the Estimated Closing Adjustment Amount is negative, then the Upfront Payment shall be reduced by the Estimated Closing Adjustment Amount. If the Estimated Closing Adjustment Amount is zero (0), then the Upfront Payment shall not be adjusted pursuant to this Section 1.2(a)(ii). (iii) Within ninety (90) days following the final determination of the Purchase Price (as adjusted pursuant to Section 1.2(a)(ii) and Section 1.4, the “Adjusted Purchase Price”), but no later than 30 days prior to the due date (including extensions) for the filing of the United States federal income tax return of Parent or any Acquired Company or Business Subsidiary, if earlier, Buyer shall prepare and deliver to Parent an allocation schedule (the “Allocation Schedule”) allocating the Adjusted Purchase Price and the Assumed Liabilities per purchasing entity among the Shares and the Acquired Assets, taking into account any adjustments in determining the Adjusted Purchase Price and the amount and source of any Assumed Liabilities, in accordance with Section 1060 of the Internal Revenue Code of 1986 (the “Code”) and the Treasury Regulations promulgated thereunder (and any similar provision of state, local or foreign law, as appropriate). The Parties agree (1) to allocate $10,000,000 of the Upfront Payment to the Tenaxis Shares, and (2) the obligations assumed under Section 1.1(d)(vi) relating to the Tenaxis Purchase Agreement shall be allocated to the Tenaxis Shares, and (3) the value at Closing of the obligations to make payments under the Tenaxis Purchase Agreement is $13,500,000. As payments are made pursuant to Section 1.2(a)(i), Buyer shall prepare and deliver to Parent an updated Allocation Schedule reflecting such additional payments. The Parties recognize that the Adjusted Purchase Price and the Assumed Liabilities do not include Parent’s selling expenses or Buyer’s acquisition expenses. Parent shall have the right, for fifteen (15) Business Days after such delivery, to review and provide reasonable written comments to such draft Allocation Schedule. If Parent does not object to such draft Allocation Schedule within such fifteen (15) Business Day period, such Allocation Schedule shall be final and binding on the Parties. If Parent does object to such draft Allocation Schedule within such period, Buyer and Parent shall seek in good faith for thirty (30) days thereafter to resolve any disagreements between them with respect to such draft Allocation Schedule. If prior to the end of such thirty (30) day period, Buyer and Parent are unable to so agree on the Allocation Schedule, then such Allocation Schedule shall not be binding on the Parties, provided that in all events the allocation to the Tenaxis Shares of an amount equal to $23,500,000 shall be binding on the Parties. (iv) The Parties and each of their respective Affiliates shall report the transactions consummated pursuant to this Agreement in a manner consistent with such final Allocation Schedule, if any, on all Tax Returns (including IRS Form 8594) and shall cooperate in the preparation of any forms or reports required to be filed pursuant to Section 1060 of the Code. If the Parties agree on a final Allocation Schedule, each Party agrees that it shall (i) be bound by this final Allocation Schedule for the purposes of determining any Taxes, (ii) report for Tax purposes the Milestone Payment(s)transactions consummated pursuant to this Agreement in a manner consistent with this final Allocation Schedule, as and to the extent provided in Section 2.3.2; and (iii) not take a position for Tax purposes that is inconsistent with such Allocation Schedule on any applicable Tax Return or in any proceeding before any Taxing Authority or otherwise except with the Difference as set forth in Section 2.3.1(b) below and (b) deliver to prior written consent of the Escrow Agentother Party; provided, at the Closinghowever, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund that necessary adjustments shall be heldmade to account for differences between the Assumed Liabilities and obligations treated as liabilities for Tax purposes. In the event that the allocation contained in the Allocation Schedule, administered if any, is disputed by any Taxing Authority, the Party receiving notice of such dispute will promptly notify the other Party and distributed the Parties will consult in good faith how to resolve such dispute in a manner consistent with the allocation. In the event that the Parties do not agree on a final Allocation Schedule in accordance with Section 2.4 and 1.2(a)(iii), the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence provisions of this Section 2.3.1(b), Purchaser 1.2(a)(iv) shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal apply solely to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement allocation made with respect to such Second Generation Replacement Product until either (ithe Tenaxis Shares provided in Section 1.2(a)(iii) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesabove.

Purchase Price. (a) In consideration of The purchase price for the conveyances contemplated under Section 2.1, Purchaser Limited Purchased Assets (the “Limited Purchase Price”) shall (a) pay to Seller (i) on the Closing Date be an amount equal to the sum of (Aa) (i) Forty Million Seven Hundred Thousand Dollars ($27,000,000; 40,700,000) plus (Bii) the Stock Consideration; Closing Net Working Capital Overage, if any, minus (Ciii) the Promissory Note; Closing Net Working Capital Underage, if any (the sum of the foregoing “(i)”, “(ii)” and “(D) the Purchased Product Inventory Value (collectivelyiii)”, the “Closing Limited Up-Front Cash Purchase Price”), payable in cash at the Closing, plus (b) Four Million Dollars ($4,000,000) payable on May 1, 2009 (the “First Contingent Payment”), by wire transfer of immediately available funds to plus (c) Six Million Dollars ($6,000,000) payable on December 31, 2009 (the account designated by Seller by notice to Purchaser at least three “Second Contingent Payment” and, together with the First Contingent Payment, the “Contingent Cash Purchase Price”) plus (3) Business Days prior to the Closing Date; (iid) the Milestone Payment(s)Sales Percentage Amount, as and to the extent provided in Section 2.3.2; and (iii) the Difference payable as set forth in Section 2.3.1(b2.4, plus (e) below the assumption of the Limited Assumed Liabilities. Notwithstanding the foregoing, Azur Limited shall have no obligation to make the First Contingent Payment and/or the Second Contingent Payment in the event that on or before the date such payment is otherwise required to be made Buyer provides (i) notice to the Selling Parties, together with reasonable supporting documentation, that an ANDA using the Product as the referenced listed drug has been filed with, and accepted by, the FDA and (bii) deliver a certificate executed by an executive officer of Azur Pharma Limited certifying that Buyer and its Affiliates have at all times been in compliance with the covenant set forth in Section 6.16. If on or prior to September 30, 2010, Buyer provides (i) a certificate executed by an executive officer of Azur Pharma Limited certifying that Buyer and its Affiliates have at all times been in compliance with the covenant set forth in Section 6.16 and (ii) notice to the Escrow AgentSelling Parties, at together with reasonable supporting documentation, that an ANDA using the ClosingProduct as the referenced listed drug has been filed with, $3,000,000 in cash and accepted by, the FDA prior to (y) the “Initial Escrow Amount”)date the First Contingent Payment was required to be paid, by wire transfer the Selling Parties shall, within ten (10) Business Days after the receipt of immediately available funds. The Escrow Fund shall such notice, remit the First Contingent Payment to Azur Limited and/or (z) the date the Second Contingent Payment was required to be heldpaid, administered and distributed in accordance with Section 2.4 and the terms Selling Parties shall, within ten (10) Business Days after the receipt of such notice, remit the Escrow AgreementSecond Contingent Payment to Azur Limited. (b) In addition to The purchase price for the Inc. Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference Assets (the “DifferenceInc. Purchase Price” and together with the “Limited Purchase Price,” the “Purchase Price”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments shall be an amount equal to One Million Three Hundred Thousand Dollars ($1,300,000) (the “InstallmentsInc. Up-Front Cash Purchase Price”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in plus the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 assumption of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesInc. Assumed Liabilities.

Purchase Price. The purchase price for a Membership Interest being purchased pursuant to this Article 9 (the “Purchase Price”) shall be determined in the following manner. The Affected Member and the Purchasing Member shall attempt to agree upon the fair market value of the applicable Membership Interest. If those Members do not reach such agreement on or before the 30th Day following the exercise of the option, any such Member, by notice to the others, may require the determination of fair market value to be made by the Arbitrator pursuant to Article 10. Following the determination of fair market value by agreement or arbitration (the “Fair Market Value”), the Purchase Price shall be determined and paid in accordance with the following chart and procedures: Dissolution 0 % 10 % 7 % 10yrs. semi-annual Bankruptcy 0 % 10 % 7 % 10yrs. semi-annual Default 10 % 10 % 7 % 10yrs. semi-annual The following provisions shall apply to the determination and payment of the Purchase Price: (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser Purchase Price shall (a) pay to Seller be (i) on the Closing Date an amount equal to the sum product of (A) $27,000,000; the Fair Market Value times (B) 100% minus the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, percentage shown for such Buyout Event in the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing DateDiscount” Column; less (ii) the Milestone Payment(samount of all monetary damages suffered by the Company and the other Members as a result of such Buyout Event (including any adverse tax consequences resulting from a Code Section 708 termination), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and ; (b) deliver at the closing, the Purchasing Member (or third party designee) shall pay the Affected Member a portion of the Purchase Price equal to the Escrow AgentPurchase Price multiplied by the percentage shown for such Buyout Event in the “Closing Percent” column; (c) if the applicable Closing Percent is less than 100%, at then the Closing, $3,000,000 in cash remainder of the Purchase Price (the “Initial Escrow Deferred Amount”), shall accrue interest from the date of closing at the rate per annum shown for such Buyout Event in the “Interest Rate” column (not to exceed the maximum rate permitted by wire transfer Law); and (d) the Deferred Amount, together with accrued interest thereon, shall be paid by the Purchasing Member (or third party designee) in equal cash installments over the term shown for such Buyout Event in the “Term” column and at the payment frequency shown for such Buyout Event in the “Payment Frequency” column, with the amount of immediately available fundsthe cash installments being calculated to amortize fully the Deferred Amount (and accrued interest thereon) over the applicable Term. The Escrow Fund installments shall be held, administered paid on the first Day of January and distributed in accordance with Section 2.4 and the terms July of the Escrow Agreement. (b) In addition applicable Term, with appropriate adjustments to the Purchased Product Inventory Value and subject first or last payments to reflect a closing that does not occur on the first Day of a month or quarter (as applicable). The payment to be made to the last sentence of Affected Member pursuant to this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment Article 9 shall be equal to in complete liquidation and satisfaction of all the difference between [***] of Notional NSP (as set forth on Section 2.3.1 rights and interest of the Seller Disclosure ScheduleAffected Member in and in respect of the Company, including any Membership Interest, any rights in specific Company property, and any rights against the Company and (insofar as the affairs of the Company are concerned) for such Second Generation Replacement Product against the other Members, and the corresponding amounts due and payable constitutes a compromise to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) which all Members have agreed pursuant to Section 16.2.1 18-502(b) of the Second Generation Supply Agreement terminatesAct.

Purchase Price. (a) In consideration of The aggregate purchase price for -------------- the conveyances contemplated under Section 2.1, Purchaser Shares and the Sulzer Assets shall be $850,000,000 (a) pay to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”"Base Purchase ------------- Price"), by wire transfer of immediately available funds subject to adjustment as provided in Section 2.04(b), Section 2.04(c) and Section 2.08 (the account designated by Seller by notice to Purchaser at least three purchase price as so adjusted being the "Purchase Price"). -------------- (3b) Business Days If, on or prior to the Closing Date, all of the Sales Representatives in the United States who are responsible for the Designated Sales have entered into employment agreements substantially in the form attached hereto as Exhibit 2.04(b)(ii) (the "Employment Agreements"), then there shall be --------------------- no adjustment, pursuant to this Section 2.04(b), to the Base Purchase Price. If, on or prior to the Closing Date, Sales Representatives in the United States who are responsible for less than 100% of Designated Sales have entered into Employment Agreements, then the Base Purchase Price will be reduced by $1,500,000 for each percentage point (or portion of a percentage point) reduction below 100% in the percentage of Designated Sales represented by such Sales Representatives in the United States who have not entered into Employment Agreements; provided, however, that in no event shall the Base Purchase Price be -------- ------- adjusted below $775,000,000 pursuant to this Section 2.04(b). Solely for purposes of illustration of the operation of the preceding sentence, if Sales Representatives in the United States who are responsible for 72% of Designated Sales enter into Employment Agreements on or prior to the Closing Date, the Base Purchase Price will be reduced to $808,000,000; if Sales Representatives in the United States who are responsible for 83.4% of Designated Sales enter into Employment Agreements on or prior to the Closing Date, the Base Purchase Price will be reduced to $824,500,000; if Sales Representatives in the United States who are responsible for 50% or less of Designated Sales enter into Employment Agreements on or prior to the Closing Date, the Base Purchase Price will be reduced to $775,000,000, subject to either party's right to terminate this Agreement pursuant to Section 10.01. Within five Business Days after each execution of an Employment Agreement by the Purchaser or an Affiliate with a United States Sales Representative, the Purchaser shall so notify the Seller. (c) Notwithstanding anything to the contrary in this Agreement, if, after the Closing Date and on or prior to the six-month anniversary thereof, a Sales Representative in the United States who did not execute an Employment Agreement on or prior to the Closing Date becomes a representative, subrepresentative, consultant or employee (principally in a sales or marketing function) of the Purchaser or any of its Affiliates (other than solely as a result of remaining a Sales Representative of a Subsidiary following the Closing under such Sales Representative's then current agreement), then within five Business Days after the six-month anniversary of the Closing Date, the Purchaser shall (i) provide to the Seller, a statement setting forth, in reasonable detail, its calculation of the Adjusted Base Purchase Price and (ii) pay to the Milestone Payment(s)Seller by wire transfer in immediately available funds to an account designated in writing by the Seller to the Purchaser the difference, if any, between (x) the Adjusted Base Purchase Price and (y) the Base Purchase Price, as adjusted pursuant to Section 2.04(b) and Section 2.08. Any payment by the Seller to the extent provided Purchaser pursuant to this Section 2.04(c) shall be treated by the parties as an upward adjustment to the Base Purchase Price in the amount of such payment. (d) For all purposes of calculation pursuant to this Section 2.3.2; and (iii) 2.04, the Difference amount of Designated Sales for which each Sales Representative in the United States is responsible shall be as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”Exhibit 2.04(b)(i), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (be) In addition to the Purchased Product Inventory Value and subject to the last sentence For purposes of this Section 2.3.1(b), Purchaser shall pay Seller 2.04 "enter into an Employment Agreement" or words of similar import requires that all conditions precedent in such Employment Agreement (other than the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 occurrence of the Seller Disclosure ScheduleClosing) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; be satisfied or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminateswaived.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall acquire the Merchant Assets and assume the Assumed Liabilities for an aggregate purchase price payable to Sellers in three installments (atogether, the "Purchase Price") pay to Seller as follows; provided, however, that in no event will the aggregate Purchase Price exceed $71,000,000: (i) The first installment (the "First Installment"), payable on the Closing Date, shall be equal to [*] and shall not be refundable or rebateable; (ii) The second installment (the "Second Installment"), payable, subject to the provisions of subsection (c) of Section 3.1, within 45 days after the first anniversary of the Closing Date an amount (the "Second Installment Date"), shall be equal to [*]; provided, however, the Second Installment may be adjusted as set forth below: (1) if the Merchant Business Gross Revenue for the twelve (12) full calendar months preceding the Second Installment Date (the Second Installment Period") is equal to or exceeds [*], then the Second Installment shall not be adjusted; (2) if the Merchant Business Gross Revenue in the Second Installment Period is less than [*], then the Second Installment shall be equal to the sum of dollar amount obtained by multiplying (A) $27,000,000; [*] by (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), result obtained from dividing such Merchant Business Gross Revenue by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and [*]; (iii) The third installment (the Difference "Third Installment"), payable, subject to the provisions of subsection (c) of Section 3.1, within 45 days after the second anniversary of the Closing Date (the "Third Installment Date"), shall be equal to [*]; provided, however, the Third Installment may be adjusted as set forth below: (1) if the Merchant Business Gross Revenue for the twelve (12) full calendar months preceding the Third Installment Date (the Third Installment Period") is equal to or exceeds [*], then the Third Installment shall not be adjusted; (2) if the Merchant Business Gross Revenue in Section 2.3.1(b) below and (b) deliver the Third Installment Period is less than [*], then the Third Installment shall be equal to the Escrow Agent, at dollar amount obtained by multiplying (A) [*] by (B) the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), result obtained from dividing such Merchant Business Gross Revenue by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement[*]. (b) In addition to the Purchased Product Inventory Value First Installment, Second Installment and subject to the last sentence of this Section 2.3.1(b)Third Installment, Purchaser shall pay Seller the difference make an additional payment to Sellers (the “Difference”) between "Catch- Up Payment"), to the Purchased Product Inventory Value extent that the sum of the First Installment, Second Installment and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (Third Installment is less than [*] and the “Installments”) within five (5) sum of the Merchant Business Days of each payment by Purchaser to Daravita Limited Gross Revenue for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement)Installment Period and the Third Installment Period is equal to or exceeds [*]. Each Installment In such event, the Catch-Up Payment shall be equal to the difference between amount resulting by subtracting the sum of the First Installment, Second Installment and Third Installment from [**]. For example, in the event (i) the sum of the First Installment, Second Installment and ---------------- [*] CONFIDENTIAL TREATMENT REQUESTED. Third Installment, calculated as set forth above, is [*], and (ii) the aggregate Merchant Business Gross Revenue for the Second Installment Period and the Third Installment Period is equal to or exceeds [*], the Catch-Up Payment to be made by Purchaser to Sellers in accordance with this Section 3.1(b) shall be equal to [*] (the amount resulting by subtracting [*] from the [*]). Any such Catch-Up Payment will be due on or before the fifth Business Day after the calculation of Notional NSP such Catch-Up Payment as set forth in Section 3.1(c). (c) As promptly as practicable, but in no event later than 30 days after the last day of the Second Installment Period or the Third Installment Period, as applicable, Purchaser will cause to be prepared and delivered to Sellers a calculation of the Merchant Business Gross Revenue for the applicable period, prepared in accordance with this Agreement and Purchaser's customary practices and procedures used in preparing financial statements, certified by Purchaser's Chief Financial Officer. No later than 10 days after the delivery of such calculation, Sellers may provide Purchaser with written notice that they disagree with such calculation, and if Sellers and Purchaser are then unable to agree on the Second Installment or the Third Installment, as applicable, within 5 days after delivery of such notice, Sellers and Purchaser shall submit the matter to the Mediator, which shall determine all disputed portions of the calculation in accordance with the terms and conditions of this Agreement within 20 days after the submission. Sellers and Purchaser shall each pay half of the fees and expenses of the Mediator, except that the Mediator may assess the full amount of its fees and expenses against either party if it determines that party acted in bad faith. The Second Installment or the Third Installment, as applicable, as agreed upon by the parties and/or the Mediator, shall be final and binding upon the parties. (d) Each installment of the Purchase Price shall be payable by wire transfer (with written wire transfer instructions to be provided by Sellers) in immediately available funds. (e) Sellers and Purchaser agree to allocate the Purchase Price as set forth on Section 2.3.1 of the Seller Disclosure ScheduleSchedule 3.1(e) and to use such allocation for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Differenceall purposes, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesincluding all tax purposes.

Purchase Price. (a) In full consideration for the sale, transfer, assignment and conveyance of the conveyances contemplated under Section 2.1Purchased Receivables, and subject to the terms and conditions set forth herein, Purchaser shall pay (aor cause to be paid) pay to Seller the following amounts (collectively, the “Purchase Price”): (i) on the Closing Date an amount equal to the sum of date hereof, $26,500,000 (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; and (ii) on the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed Additional Payment Date determined in accordance with Section 2.4 and 2.2(c), one payment as follows (the terms “Additional Payment”): (A) if Net Sales of the Escrow AgreementRelevant Product during 2024 are [***], the Additional Payment will be [***]; or (B) if Net Sales of the Relevant Product during 2024 are [***], the Additional Payment will be $5,000,000, provided, however, that: (I) if Net Sales of the Relevant Product during 2024 are [***], no Additional Payment will be payable to Seller by Purchaser; and (II) the Additional Payment (if any) shall only be payable if all of the following conditions are satisfied as of the date on which the Additional Payment is to be made: a) each of the representations and warranties of Seller in this Agreement are true and correct in all material respects as of the Additional Payment Date (other than any representation and warranty that is already qualified by materiality or Material Adverse Effect, in which case such representation and warranty shall be true and correct in all respects); and b) Seller is not in breach of any of its covenants under this Agreement in any material respect. ​ ​ For greater certainty, if any of the conditions in Section 2.2(a)(ii) is not satisfied, Purchaser shall not have any obligation to pay, and Seller shall not have any right to receive, the Additional Payment (in whole or in part). (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between Within [***] of Notional NSP (as set forth following the date on Section 2.3.1 which Purchaser receives a copy of the final Royalty Report for Net Sales of the Relevant Product during 2024 (such [***] Period, the “Audit Initiation Period”), either Purchaser or Seller Disclosure Schedule(the “Initiating Party”) may provide written notice to the other party that the Initiating Party wishes to cause an inspection or audit of Licensee’s relevant records with respect to matters related to Net Sales of the Relevant Product in the Field in the Territory for the period commencing on January 1, 2024 and ending on December 31, 2024 pursuant and subject to Section 3.5 of the Lilly License Agreement (an “Additional Payment Audit”). All of the fees and expenses of Licensee’s independent certified public accountant that would otherwise be borne by Seller pursuant to the Lilly License Agreement shall be borne by the Initiating Party, and if Purchaser is the Initiating Party, such Second Generation Replacement Product costs and expenses shall be reimbursed to the corresponding amounts due Seller Account promptly upon written request by Seller (which request shall include reasonable details of costs and payable expenses for which Seller is seeking reimbursement). Sections 5.3(d), 5.3(e) and 5.3(f) shall apply in connection with the Additional Payment Audit, mutatis mutandis. (c) If Purchaser or Seller initiates an Additional Payment Audit in accordance with Section 2.2(b), the Additional Payment Date will be the date that occurs [***] following the date on which Purchaser receives a copy of the report issued by Licensee’s independent certified public accountant that conducted the Additional Payment Audit. If neither Purchaser nor Seller initiates an Additional Payment Audit in accordance with Section 2.2(b), the Additional Payment Date will be the [***] following the end of the Audit Initiation Period. (d) If neither Party initiates an Additional Payment Audit in accordance with Section 2.2(b), no subsequent inspection or audit of Licensee’s relevant records pursuant to Daravita Limited under Section 3.5 of the Second Generation Supply Lilly License Agreement with respect to such Second Generation Replacement matters related to Net Sales of the Relevant Product until either (i) in the DifferenceField in the Territory for the period commencing on January 1, if any2024 and ending on December 31, has been paid in full 2024 shall affect the determination made pursuant to Seller; or (ii) Daravita Limitedthis Section 2.2 regarding Purchaser’s obligation to supply Second Generation Replacement Product at pay the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant Additional Payment to Section 16.2.1 of the Second Generation Supply Agreement terminatesSeller.

Purchase Price. (a) In consideration The ratio of Indebtedness outstanding as of the conveyances contemplated under Section 2.1, Purchaser date of determination (which shall not be more than thirty (a30) pay to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days days prior to the Closing Date; (iiacquisition date) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product Adjusted EBITDA (as defined in Section 10.3) for the Second Generation Supply Agreement). Each Installment shall be most recent four (4) Fiscal Quarter period then ended as of such date calculated on a pro forma basis as if the acquisition had occurred as of the first day of such four (4) Fiscal Quarters and including in the ratio calculation any Debt incurred or assumed in connection therewith as if the Target were a “Prior Target” for purposes of calculating Adjusted EBITDA is: (A) less than or equal to 2.00 to 1.00; or (B) is more than 2.00 to 1.00 but less than the difference between [***] Indebtedness to Adjusted EBITDA Ratio then in effect under Section 10.3 reduced by 0.25, and (1) the Required Banks shall have provided their prior approval, (2) the proposed acquisition is the Focus Acquisition, or (3) after giving effect to such acquisition, the aggregate of Notional NSP the Purchase Prices for all Permitted Acquisitions (other than the Focus Acquisition) that have occurred during the then current Fiscal Year (including the Purchase Price for the acquisition in question) is less than Twenty-Five Million Dollars ($25,000,000) (as set forth on Section 2.3.1 used above, the phrase “Purchase Price” means, as of the Seller Disclosure Schedule) for such Second Generation Replacement Product any date of determination and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to a proposed acquisition, the purchase price to be paid for the Target or its assets, including all cash consideration paid (whether classified as purchase price, non-compete, consulting or post-closing performance based payments or otherwise) or to be paid (based on the estimated amount thereof), the value of all other assets to be transferred by the purchaser in connection with such Second Generation Replacement Product until either acquisition to the seller (ibut specifically excluding any stock of Parent issued to the seller which shall not be part of the Purchase Price for purposes of this clause (iii)) all valued in accordance with the Difference, if any, has been paid applicable purchase agreement and the outstanding principal amount of all Debt of the Target or the seller assumed or acquired in full to Sellerconnection with such acquisition); or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant CONSENT AND FIRST AMENDMENT TO Section 2.5. Amendment to Section 16.2.1 of the Second Generation Supply Agreement terminates.10.2

Purchase Price. (a) In consideration Upon the terms and subject to the conditions of this Agreement, at the conveyances contemplated under Section 2.1, Closing Purchaser shall (a) pay to Seller a net purchase price of (i) on the Closing Date an amount equal to the sum of $2,475,000,000 minus (A) $27,000,000; (Bii) the Stock Consideration; net adjustment of $341,491,588 set forth on Schedule 1.2 hereto (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelyas such amount may be further adjusted pursuant to Section 1.2(b), the “Closing Payment”"Purchase Price"), by wire transfer transfers of immediately available funds as follows: (i) First, to the account one or more accounts to be designated in writing by Seller by notice to Purchaser at least three (3) Business Days not less than two business days prior to the Closing Date, the amount by which the Purchase Price exceeds the Loan Repayment Amount; and (ii) Second, to one or more accounts to be designated in writing by Seller to Purchaser not less than two business days prior to the Milestone Payment(sClosing Date, funds sufficient (collectively, the "Loan Repayment Amount") to repay in full all outstanding principal and interest, and any other amounts due and payable as of the Closing Date under, and to satisfy and discharge all of the Company's and the Subsidiaries' obligations in respect of, all outstanding loans, notes or other debt obligations of the Company or the Subsidiaries, on the one hand, to Seller and its Affiliates (other than the Company and the Subsidiaries), as and to on the extent provided in Section 2.3.2; and other hand (iii) collectively, the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”"Intercompany Payables"), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to event that the last sentence 2004 Audited Financial Statements reflect results of this Section 2.3.1(b), Purchaser shall pay Seller operations for the difference (the “Difference”) between the Purchased Product Inventory Value Company and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (Company Subsidiaries for the “Installments”) within five (5) Business Days fiscal year ended February 28, 2004 equating to less than $350,000,000 of each payment EBITDA for such fiscal year, the net amount to be paid by Purchaser to Daravita Limited Seller for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment Purchase shall be equal to reduced by the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesAdjustment Amount.

Purchase Price. (a) In consideration For purposes of this Agreement, the conveyances contemplated under Section 2.1, Purchaser “Aggregate Purchase Price“ for the Company Preferred Stock shall (a) pay to Seller consist of: (i) on One Hundred Forty Million Dollars ($140,000,000.00) in cash minus the Closing Date an amount equal to of the sum of Excess Transaction Expenses, if any (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelysuch net amount, the “Closing PaymentCash Consideration”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; plus (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and Three Million Dollars (iii$3,000,000.00) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Charitable Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund which shall be held, administered and distributed deposited into an escrow account for possible future payment in accordance with Section 2.4 and the terms of the Escrow Agreement; plus (iii) Two Million Dollars ($2,000,000.00) in cash (the “Base Escrow Amount,” and together with the Charitable Escrow Amount, the “Escrow Amount”), which shall be deposited into an escrow account for possible future payment in accordance with the terms of the Escrow Agreement; plus (iv) Two Million Dollars ($2,000,000.00) in cash, which shall be paid, if at all, as set forth in the Earnout Agreement. Each Seller other than the Founding Stockholders shall receive (A) One Hundred Forty Two Million Dollars ($142,000,000.00), minus the amount of the Excess Transaction Expenses at Closing, such difference multiplied by (B) his or her Percentage, as provided on Annex 1, minus (C) any amounts withheld pursuant to Section 1.3(d) of this Agreement. Each Founding Stockholder shall receive (A) One Hundred Forty Two Million Dollars ($142,000,000.00), minus the amount of the Excess Transaction Expenses at Closing, such difference multiplied by (B) his or her Percentage, minus (C) one-half of the Base Escrow Amount, as provided on Annex 1, and minus (D) any amounts withheld pursuant to Section 1.3(d) of this Agreement; each Founding Stockholder shall also have the right to receive his or her portion of the Base Escrow Amount as set forth in the Escrow Agreement, minus any amounts withheld pursuant to Section 1.3(d) of this Agreement. (b) In addition The Sellers shall contribute their respective shares of Company Common Stock to the Purchased Product Inventory Value capital of the Company and subject to the last sentence shall not receive any consideration for such shares of this Section 2.3.1(b)Company Common Stock. (c) The Sellers (i) acknowledge and agree that, Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days constituent documents of each payment by Purchaser the Company, except with respect to Daravita Limited for quantities the cancellation of Second Generation Replacement Product (the Employee Promissory Notes as defined described in the Second Generation Supply Contribution Agreement). Each Installment shall be equal to , the difference between [***] of Notional NSP (as set forth on Section 2.3.1 holders of the Seller Disclosure Schedule) for such Second Generation Replacement Product Company Common Stock are not entitled to receive any consideration in connection with the transactions contemplated by this Agreement and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Contribution Agreement with respect to the Company Common Stock and (ii) waive any notice requirements under the terms of the constituent documents of the Company in connection with the transactions contemplated by hereby. (d) Buyer shall be entitled to deduct and withhold from each Seller’s respective portion of the consideration otherwise payable pursuant to this Agreement such Second Generation Replacement Product until either amounts as Buyer is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of United States federal, state or local, or any foreign, Tax Law, to the extent such withholding is specifically identified on Schedule 1.3(d) hereto or is otherwise provided for in the Escrow Agreement or the Earnout Agreement. Such amounts shall be treated for all purposes of this Agreement as having been paid to the applicable Sellers in respect of which Buyer made such deduction and withholding. (ie) For purposes of this Agreement, “Excess Transaction Expenses“ shall mean the Differencepositive number, if any, has been paid in full equal to Seller; or the amount that the Seller Transaction Expenses exceed Four Million Five Hundred Thousand Dollars (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates$4,500,000.00).

Purchase Price. The aggregate purchase price (the “Purchase Price”) for the Acquired Assets payable by Buyer and Parent, including the Assigned Contracts, shall be equal to $16,500,000, consisting of the following: (a) In consideration $6,150,000 (the “Cash Amount”), payable at the Closing via wire transfer of immediately available funds. The Cash Amount payable to the conveyances contemplated under Section 2.1, Purchaser Company shall (a) pay to Seller be reduced by: (i) on any payments made in connection with the release of the Liens outstanding as of the Closing pursuant to Section 1.01(d), (ii) any payments made in connection with the payoff of liabilities outstanding as of the Closing pursuant to Schedule 1.02(B), (iii) any Initial Working Capital Adjustment (as defined below) (if less than $0), and (iv) any amounts by which the cash portion of the Acquired Assets is less than the Customer Deposits portion of the Assumed Liabilities. (b) $2,100,000 (the “Escrow Amount”), deposited at the Closing via wire transfer of immediately available funds with Xxxxx Fargo Bank, National Association, a national banking association organized under the laws of the United States, as escrow agent (the “Escrow Agent”), to be held by the Escrow Agent for twenty-four (24) months after the Closing Date (subject to and to the extent there are no pending claims thereunder); provided that a portion of the Escrow Amount in an amount equal to the sum of (A) $27,000,000; (Bi) the Stock Consideration; principal amount of each Note Receivable which is in default on the twenty-four (C24) month anniversary of the Promissory Note; and Closing Date (D) if the Purchased Product Inventory Value (collectively, Buyer has not repossessed the “Closing Payment”collateral securing such Note Receivable), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; plus (ii) the Milestone Payment(svalue of each Equipment Lease Receivable which is in default on the twenty-four (24) month anniversary of the Closing Date (if the Buyer has not repossessed the equipment underlying the Equipment Lease Receivable), shall remain in escrow until (i) provision is made for such Note Receivable or Equipment Lease Receivable, as and the case me be, pursuant to Section 1.07 or Section 1.08, as the case may be, or (ii) the default with respect to the extent provided Note Receivable or the Equipment Lease Receivable, as the case may be, is cured within any applicable written grace period or written cure period, in Section 2.3.2; each case pursuant to the terms and conditions of an Escrow Agreement, dated as of even date herewith (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to “Escrow Agreement”), among the Escrow Agent, at the ClosingParent, $3,000,000 and the Seller Group, in cash the form set forth on Exhibit 1.03(b); (c) 338,115 shares of Parent Common Stock (the “Initial Escrow AmountStock Consideration”), by wire transfer of immediately available funds. ; and (d) The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms assumption of the Escrow AgreementAssumed Liabilities. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1aforesaid sale, Purchaser shall (a) pay to Seller assignment, transfer and delivery of the Membership Interests, (i) on At the Closing Date Closing, in consideration of the (A) sale of the Membership Interests by WWS to Buyer and (B) non-compete covenants set forth in the Restrictive Covenant Agreements, Buyer shall pay to WWS an aggregate purchase price equal to Eight Million Three Hundred Thousand Dollars ($8,300,000), as adjusted and as calculated as follows (the “Total Purchase Price”): (I) Buyer shall (A) issue and deliver to WWS a Deferred Payment Agreement, in the amount of Eight Hundred Thousand Dollars ($800,000), as such amount is adjusted and calculated pursuant to the Deferred Payment Agreement (the “Deferred Payment”), which shall be substantially in the form attached hereto as Exhibit A and (B) in accordance with the Deferred Payment Agreement, pay to the Escrow Agent an amount equal to the sum Escrow Amount; (II) Buyer shall pay to WWS an aggregate cash purchase price of Seven Million Five Hundred Thousand Dollars ($7,500,000) (A) $27,000,000; minus the amount of Indebtedness of the Company immediately prior to the Closing, (B) the Stock Consideration; plus (Cor minus) the Promissory Note; and (D) amount of Cash of the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of Company immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; that is greater (iior less) the Milestone Payment(s)than $15,000, as and computed in accordance with GAAP, (C) minus Seller Expenses to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, be paid at the Closing, $3,000,000 in cash (D) plus the Estimated Working Capital Adjustment, and (E) minus the Tax Amount (the “Initial Escrow AmountCash Purchase Price”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (bIII) In addition Buyer shall issue and deliver to WWS the Royalty Agreement; (ii) An amount equal to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference Initial Cash Purchase Price (the “DifferenceClosing Date Payment”) between shall be payable at the Purchased Product Inventory Value Closing as described in Section 1.2(b) below and the Final Product Inventory Value determined shall be subject to adjustment as provided in accordance with Section 2.3.3 in installments 1.3 (such adjusted Initial Cash Purchase Price being the “InstallmentsFinal Cash Purchase Price”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.;

Purchase Price. Subject to Paragraph 8(j) hereof, the total purchase price for the Assets (a“Purchase Price”) In consideration shall be determined as of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) on the Closing Date an amount equal to (as later defined) and shall be the sum of the following: a. The value of the Operational Assets, Name, Intellectual Property, Goodwill, and Contracts, which shall be computed at the net book value of the Operational Assets, as determined in a manner consistent with previous accounting practices of Seller as reflected on Seller’s financial statements; plus b. The value of the Inventory, which shall be determined as follows: i. Inventory in Seller’s possession for less than one (A1) $27,000,000year shall be valued at either: (1) one hundred percent (100%) of Seller’s cost of procurement; or (B2) the Stock Considerationcurrent cost of replacement, whichever is less; ii. Inventory in Seller’s possession for one (1) to two (2) years shall be valued at either: (1) seventy-five percent (75%) of Seller’s cost of procurement; or (C2) the Promissory Notecurrent cost of replacement, whichever is less; iii. Inventory in Seller’s possession for two (2) to three (3) years shall be valued at either: (1) fifty percent (50%) of Seller’s cost of procurement; and or (D2) at the current cost of replacement, whichever is less; provided however, that this value shall be no less than scrap value; iv. Inventory in Seller’s possession from three (3) to four (4) years shall be valued at either: (1) twenty-five percent (25%) of Seller’s cost of procurement; or (2) the Purchased Product Inventory Value (collectivelycurrent cost of replacement, whichever is less; provided however, the “value shall not be less than scrap value; and v. Inventory in Seller’s possession for four (4) years or more shall be valued at scrap value; plus c. The value of Category I-WIP at actual, direct costs to Seller. No overhead or profit will be attributed to the value; plus d. The value of Category II-WIP at Seller’s actual, direct cost, including acquisition costs. No overhead or profit will be attributed to the value. Buyer will purchase the Category II - WIP as a whole unit or none of it. In the event Buyer does not wish to acquire the Category II - WIP as a whole unit, Seller will retain ownership of the Category II - WIP and may dispose of it in its sole discretion. On the Closing Payment”)Date, Buyer will deliver to Seller the Purchase Price in cash, certified or bank check or by wire transfer of immediately available funds to federal funds. The Purchase Price shall be allocated among the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference Assets as set forth in Section 2.3.1(b) below and IRS Form 8594 (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow AmountAsset Acquisition Statement”), by wire transfer of immediately available funds. The Escrow Fund shall be heldparties agree to timely file the Asset Acquisition Statement with the Internal Revenue Service. Buyer or Seller may change the agreed-upon allocations only upon notice to, administered and distributed in accordance with Section 2.4 and written consent from, the terms of the Escrow Agreementother party. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In The consideration of for the conveyances contemplated under Assets being purchased hereby, subject to the adjustments to be made pursuant to Section 2.112.3 below, Purchaser shall (a) pay to Seller be (i) Fifteen Million Five Hundred Thousand Dollars ($15,500,000) less the Escrow Deposits assumed by Acquisition on the Closing Date and less the Accrued Vacation Amounts assumed by Acquisition on the Closing Date plus Two Million Four Hundred Thousand Dollars ($2,400,000) in consideration of the Specified Accounts Receivable; provided, that in the event the Specified Accounts Receivable shall represent less than Three Million Dollars ($3,000,000), Acquisition shall only be required to pay (for such Specified Accounts Receivable) an amount equal to eighty percent (80%) of the sum of amount represented by such Specified Accounts Receivable (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”"Purchase Price"), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) plus Acquisition's assumption of the Milestone Payment(s)Assumed Equipment Lease Liabilities, as the net present value of which in no event shall be greater than Fourteen Million Six Hundred Thousand Dollars ($14,600,000) worth of Liabilities (the "Assumed Liabilities Threshold") and to Acquisition's Assumption of the extent provided in Section 2.3.2; and Assumed Liabilities, (iii) plus the Difference Earn-Out (as defined below). The Purchase Price shall be payable to the Seller in cash as set forth in Section 2.3.1(b) below 3.2 hereof, the Assumed Equipment Lease Liabilities and Assumed Liabilities shall be assumed as set forth in Section 3.3 hereof, and the Earn Out shall be determined and (bif applicable) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed paid in accordance with Section 2.4 and the terms of the Escrow AgreementSection 3.4 hereof. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. On the terms and subject to the conditions contained herein, the aggregate consideration for the Purchased Assets (the “Purchase Price”) shall consist of (a) In consideration a credit bid pursuant to Section 363(k) of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller Bankruptcy Code against (i) on up to one hundred percent (100%) of the obligations owed by Sellers under the Pre-Petition Credit Agreement as of the Closing Date and (ii) only to the extent necessary to acquire any DIP Collateral (as defined in the DIP Credit Agreement), up to $5,000,000 of the DIP Obligations (the “Credit Bid”) and (b) an amount in cash (the “Closing Date Payment”) equal to the sum of (i) the amount set forth in the Wind-Down Budget (the “Wind-Down Amount”) and (ii) an amount equal to the DIP Obligations outstanding as of the Closing less the amount of the DIP Obligations, if any, used in the foregoing clause (a)(i) (the “DIP Payment Amount”) and (c) the assumption of the Assumed Liabilities; provided, however, that Buyer reserves the right, in its sole discretion, to increase the Purchase Price (including any component thereof), subject to the Bid Procedures Order and applicable Law. At the Closing, (A) $27,000,000; (B) in lieu of paying all or any portion of the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelyWind-Down Amount, the “Closing Payment”)Buyer may, by wire transfer delivery of immediately available funds a written notice to the account designated by Seller by notice to Purchaser at least Company no later than three (3) Business Days prior to the Closing Date; , instruct Sellers to retain a portion of (iibut not to exceed) the Milestone Payment(s), as and to cash actually held at the extent provided Closing by Sellers in Section 2.3.2; and (iii) the Difference as an amount set forth in Section 2.3.1(bsuch written notice (any such cash retained by Sellers, “Retained Cash”) below and such Retained Cash shall reduce, on a dollar-for-dollar basis, the Wind-Down Amount to be paid by Buyer at the Closing and (bB) deliver in lieu of paying all of the DIP Payment Amount, Buyer may, by delivery of a written notice to the Escrow AgentCompany no later than three (3) Business Days prior to the Closing Date, at elect to assume the DIP Obligations outstanding as of the Closing, $3,000,000 and in cash such event, (x) the “Initial Escrow Amount”), DIP Obligations outstanding as of the Closing shall become Assumed Liabilities hereunder and (y) the DIP Payment Amount to be paid by wire transfer of immediately available funds. The Escrow Fund Buyer at Closing shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreementreduced to zero (0). (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. The purchase price for the Intellectual Property -------------- (the "Purchase Price") shall be as follows: (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser Medtronic shall pay Cardima Four Million Dollars (a$4,000,000) pay by wire transfer to Seller a bank account designated by Cardima upon the: (i) on the Closing Date an amount equal to the sum execution of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; this Agreement; (ii) delivery to Medtronic of duly executed assignments from Cardima to Medtronic of the Milestone Payment(spatents and patent applications set forth on Exhibit A in form and substance acceptable to Medtronic (the "Assignments"); and ***=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (iii) delivery to Medtronic of the duly executed Bank Release (defined below) and all other third party approvals, releases or consents as and to the extent provided in Section 2.3.2; 5.1 in form and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver substance acceptable to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow AgreementMedtronic. (b) In addition to Medtronic shall submit the Purchased Product Inventory Value Assignments for recordation by the U.S Patent and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) Trademark Office within five (5) Business Days business days of each payment delivery by Purchaser Cardima. Within five (5) business days following the latest to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either occur of: (i) such submission of the DifferenceAssignments, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation delivery of the copies required to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) be delivered pursuant to Section 16.2.1 2.3 hereof, (iii) completion of the Second Generation Supply Agreement terminatesmeetings with Cardima personnel pursuant to Section 2.3 hereof and (iv) delivery to Medtronic of all duly executed approvals, releases or consents required to be delivered under Section 2.2(a) but, with Medtronic's written waiver, were allowed to be delivered after such Section 2.2(a) payment, Medtronic shall pay Cardima Four Million Dollars ($4,000,000) by wire transfer to a bank account designated by Cardima, provided that at such time Cardima is otherwise in compliance with the terms of this Agreement. No payment or other remuneration, other than the Purchase Price set forth in this Section 2.2 and the reasonable costs of copying the documents to be provided by Cardima pursuant to Section 2.3, shall be due Cardima from Medtronic relating to the transfer of the Intellectual Property.

Purchase Price. (a) In consideration for the purchase of the conveyances contemplated under Section 2.1Acquired Assets, Purchaser shall (a) pay the aggregate purchase price payable by Buyer to Seller (i) shall be an amount equal to $20.4 million to be paid on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing PaymentConsideration”), plus the amounts potentially payable under Section 2.2(b), if any, and each payment in this Section 2.2 shall be paid by Buyer to Seller in U.S. dollars by wire transfer of immediately available funds to the bank account designated specified by Seller prior to the Closing, which account may be changed by Seller by written notice to Purchaser at least three ten (310) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreementapplicable payment date. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser Buyer shall pay to Seller the difference following amounts as potential additional consideration for the Acquired Assets (such amounts, the “Difference”) between Additional Consideration,” and collectively with the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (Closing Consideration, the “InstallmentsPurchase Price”)): (i) within five $5 million no later than ten (510) Business Days following Seller’s satisfaction of each payment by Purchaser its obligations under Section 6.3 of this Agreement; (ii) subject to Daravita Limited for quantities Section 6.2(a) and Schedule D, $15 million no later than ten (10) Business Days following the Launch Date of Second Generation Replacement Product the Initial Bi-Directional Product; (as defined in iii) $5 million no later than ten (10) Business Days following the Second Generation Supply Agreement). Each Installment shall be equal to Launch Date of the difference between SKUs constituting the [***] ](4) Product as identified on Schedule B-2; provided that such Launch Date occurs on or prior to [***](4) (for the avoidance of Notional NSP doubt, Buyer shall not be obligated to make the payment to Seller pursuant to this Section 2.2(b)(iii) if the Launch Date of the [***](4) Product occurs after [***](4), but if such Launch Date occurs on or prior to such date, then payment shall be made pursuant to this Section 2.2(b)(iii), regardless of whether payment is required pursuant to Section 2.2(b)(iv)); and (iv) $5 million no later than ten (10) Business Days following the Launch Date of all SKUs constituting the Initial [***](4) Product as set forth on Section 2.3.1 of Schedule B-2 (including the Seller Disclosure ScheduleSKUs constituting the [***](4) for such Second Generation Replacement Product and the corresponding amounts due other SKUs set forth on Schedule B-2); provided that such Launch Date occurs on or prior to [***](4) (for the avoidance of doubt, Buyer shall not be obligated to make such payment to Seller pursuant to this Section 2.2(b)(iv) if the Launch Date of the Initial [***](4) Product occurs after [***](4), and payable any payment made pursuant to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Differencethis Section 2.2(b)(iv), if any, has been paid shall be in full addition to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) any payment required pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates2.2(b)(iii)).

Purchase Price. On the Closing Date, the Purchaser shall pay to the Company a purchase price for the Class A Common Shares and Equivalents equal to $2.25 per share, or $270,000,000 for all of the Purchased Securities (the “Purchase Price”). The Purchase Price shall be paid on the Closing Date, in the following manner: (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds (the “Cash Payment”) to the an account designated by Seller the Company and approved by notice to Purchaser at least three such amount, net of all applicable commissions, that shall be not less than $105,000,000 (3the “Minimum Cash Payment”) Business Days prior to and not more than $270,000,000 (the Closing Date“Maximum Cash Payment”); and (iib) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 not paid in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed at Closing in accordance with Section 2.4 2.1.2(a), above, the balance of the Purchase Price shall be paid by the Purchaser’s delivery to the Company at Closing of the Purchaser’s non-interest bearing promissory note due March 31, 2009 (the “Purchaser Note”); which Purchaser Note: (i) to the extent not previously prepaid, shall be due and payable on March 31, 2009 (the “Maturity Date”); (ii) shall be secured by a pledge to the Company of that number of shares of the Purchased Securities which, when divided by the $2.25 per share Purchase Price for Class A Common Shares and/or the $10.00 per share stated value purchase price for Series A Preferred Shares, if any, shall equal the principal amount of the Purchaser Note (the “Pledged Securities”), and held by Hxxxxxx, Cron & Jasper, P.L.C., counsel to the Company, as collateral agent (the “Collateral Agent”) pursuant to the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value pledge agreement annexed hereto as Exhibit H and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference made a part hereof (the “DifferencePledge Agreement”); (iii) between except only for the Pledged Securities, shall be non-recourse to the Purchaser and the assets and properties of the Purchaser; (iv) shall be subject to full or partial mandatory prepayment in cash, to the extent of any and all cash net proceeds received by the Purchaser from the issuance and sale of any of its securities at any time or from time to time prior to the Maturity Date; (v) shall provide that on any one or more occasion that the outstanding principal amount of the Purchaser Note is prepaid in part and reduced or paid in full, a corresponding amount of the Purchased Product Inventory Value Securities (valued (A) as to the Class A Common Shares held under the Pledge Agreement at $2.25 per share, and (B) as to any shares of Series A Preferred Shares held under the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (Pledge Agreement, at the “Installments”$10.00 per share purchase price) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal released by the Collateral Agent from the Pledge Agreement and delivered to the difference between [***] of Notional NSP Purchaser; (as set forth on Section 2.3.1 of vi) shall provide that, to the Seller Disclosure Schedule) for such Second Generation Replacement Product and extent the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, Purchaser Note has not been paid in full by the Maturity Date, the amount of the Purchased Securities then being held under the Pledge Agreement which are not then subject to Sellerrelease and delivery to the Purchaser pursuant to clause (v) above, shall be returned to the Company for cancellation and the Purchaser Note shall be returned to the Purchaser for cancellation, unless the Maturity Date shall have been extended by mutual agreement of the Parties; (vii) shall provide that on the Closing Date, the Purchaser shall deliver to the Collateral Agent the Pledged Securities, together with not less than twenty stock powers duly executed by the Purchaser in blank; or and (iiviii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined shall be in the Second Generation Supply Agreement) pursuant to Section 16.2.1 form of the Second Generation Supply Agreement terminatesExhibit I annexed hereto and made a part hereof.

Purchase Price. (a) In Subject to the provisions of Section 1.5, in consideration of the conveyances contemplated under Section 2.1transfer of the Assets of the Seller to the Buyer hereunder, Purchaser shall (a) pay to Seller the Buyer will: (i) on assume the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing DateAssumed Liabilities; (ii) pay an aggregate purchase price (the Milestone Payment(s"Purchase Price") equal to $3,700,000 in cash (the "Cash Consideration") payable to the Seller, which amount includes (A) the $500,000 non-refundable deposit (the "Deposit") previously paid in cash by the Buyer to the Seller on February 4, 1999 for the Assets; and (B) an additional $3,200,000 to be paid for the Assets; (iii) pay an additional amount in cash (the "Additional Cash Consideration") for the Apparel Inventory that is equal to the fair market value thereof as reflected by the valuation prepared in good faith by the Seller, setting forth quantities purchased and the fair market value thereof, and delivered to Buyer at Closing, subject only to adjustment as set forth in Section 1.4(b); and (iv) issue restricted shares of the Company's Common Stock (the "Securities") to the Seller or its designees, having an aggregate fair market value equal to $1,000,000 as determined by reference to the average closing price of the Company's Common Stock, on the Nasdaq National Market, for ten (10) trading days immediately preceding the Closing and having such rights as set forth in Section 1.4(c) (which Securities shall be subject to the terms of that certain Pledge Agreement, by and among the parties hereto, dated as of the date hereof). (b) Buyer shall arrange for, and Seller shall accommodate, a physical count of the Apparel Inventory to be taken on the day of Closing by Buyer's independent auditors. As promptly as possible after such physical count, and in no event later than thirty (30) days after Closing, any discrepancies between such physical count and the quantities previously disclosed by Seller to Buyer shall be resolved by mutual agreement of Buyer and Seller and the appropriate adjustments shall be made to the Purchase Price that was paid by Buyer to Seller on the date of Closing for the Apparel Inventory. (c) In the event Buyer shall, at any time, undertake an underwritten public offering (the "Offering") of its Common Stock, either for its own account or for the benefit of one or more of the principal shareholders of Buyer (consisting of Messrs. Xxxx X. Xxxxx, Xxxx X. Xxxxx and Xxxxx Xxxx), as or any other third party, Buyer shall, upon Seller's request, include all of the Securities for sale in such Offering; provided, however, that: (i) Seller shall notify Buyer of Seller's intention to participate in the Offering and of the level of such participation within five (5) days of receiving written notice from Buyer of the Offering at least twenty (20) days prior thereto; (ii) Seller retains the right to withdraw from such Offering, upon written notice to Buyer delivered at least five (5) days prior to the extent provided effective date of the Registration Statement filed in Section 2.3.2connection with such Offering; and (iii) Seller's right to so participate in the Difference as Offering is subject to the pro rata limitations, set forth in Section 2.3.1(b) below writing, that the managing underwriter may impose upon Seller and (b) deliver to the Escrow Agentall other selling securityholders in connection with such Offering, at the Closingincluding, $3,000,000 in cash (the “Initial Escrow Amount”)without limitation, by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined any pro rata cutback in the Second Generation Supply Agreement). Each Installment shall number of shares of Common Stock to be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Differenceoffered, if any, has been paid the managing underwriter determines that the maximum number of shares of Common Stock proposed to be sold in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at such Offering exceeds the Discounted Supply Price (as defined maximum number of shares of Common Stock that can be sold in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatessuch Offering.

Purchase Price. The purchase price (the "Purchase Price") for the Shares will be (a) In consideration Twenty-five Million ($25,000,000) Dollars plus (b) shares of Common Stock of Buyer having a Fair Market Value equal to the Applicable Percentage of the conveyances contemplated under Section 2.1Company's EBITDA for the twelve (12) months ended October 31, Purchaser 1998 ("Securities). The Applicable Percentage shall (a) pay to Seller be as follows: (i) on the Closing Date an amount equal to the sum of (A) if EBITDA is less than $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively4,500,000, the “Closing Payment”)Applicable Percentage shall be twenty-five (25%) percent, by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) if EBITDA is at least $4,500,000 but less than $5,250,000, the Milestone Payment(s)Applicable Percentage shall be forty (40%) percent, as and to the extent provided in Section 2.3.2; and (iii) if EBITDA is at least $5,250,000 but less than $6,000,000, the Difference Applicable Percentage shall be fifty (50%) percent, and (iv) if EBITDA is at least $6,000,000, the Applicable Percentage shall be sixty (60%) percent. Within sixty (60) calendar days after October 31, 1998, Buyer shall cause its independent auditing firm to deliver to the Seller a report of EBITDA of the Company for the twelve (12) month period then ended. The Buyer shall provide to the Seller, its accountants and advisors full access to its books, records, employees involved in the Company's operations, as well as all of the Company's employees and personnel of the Buyer having knowledge of the Company's operations, and all such persons shall cooperate with the Seller, and the Seller shall cooperate with the Buyer in preparing the EBITDA report or investigating the basis of any dispute in connection therewith. The Seller shall have a period of thirty (30) days after the delivery of the EBITDA certificate, to present in writing to Buyer, any objections that the Seller may have to any of the matters set forth in Section 2.3.1(bsuch certificate, which objections shall be set forth in reasonable detail. If no objections are raised within such thirty (30) below day period, the certificate shall be deemed accepted and approved by the Seller. If the Seller raises any objections within the thirty (b30) deliver day period, the parties shall attempt to resolve the Escrow Agentmatter or matters in dispute. If such dispute cannot be resolved, at within a further period of twenty (20) days, the Closingparties shall submit the dispute to Deloitte & Touche LLP, $3,000,000 in cash or its successor (or KPMG Peat Marwick LLP, if Deloitte & Touche LLP or its successor is then the “Initial Escrow Amount”independent auditor for Buyer), which firm shall make a final and binding determination as to such matter or matters in dispute. Each party shall bear its own costs; provided, however, that the arbitrating accountant's costs, fees and expenses shall be shared equally by wire transfer of immediately available fundsboth parties. The Escrow Fund Securities shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) delivered within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 business days after determination of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesEBITDA.

Purchase Price. (a) In consideration addition to the assumption by Buyer of the conveyances contemplated Assumed Liabilities, the consideration for the Purchased Assets (the “Purchase Price”) will be (i) $227,300,000 plus (ii) the book value as of the Closing of the Inventory plus (iii) the book value as of the Closing of the Prepaid Expenses minus (iv) the book value as of the Closing of the Assumed Liabilities, it being agreed that for purposes of the Assumed Liabilities described in Section 1.3(b), the book value of such Assumed Liability will be the reserve for warranty expenses set forth on the Final Closing Balance Sheet. The net amount of the foregoing clauses (ii), (iii) and (iv), as set forth on the Final Closing Balance Sheet which shall be prepared in accordance with the assumptions and methodologies used in preparing the audited balance sheet of the Seller as at December 31, 2013 that was previously delivered to Buyer and such other assumptions and methodologies (including as to inventory valuation and the establishment of general and specific reserves) described on Schedule 2.1 attached hereto, is referred to herein as the “Closing Net Assets”. In the event of any conflict between Schedule 2.1 and this ARTICLE 2, Schedule 2.1 shall govern and control with respect to the matters set forth therein. The Purchase Price will be payable as described in the remaining provisions of this Section 2.1 and will be subject to adjustment in accordance with Section 2.3. (b) All of the Purchase Price will be payable in cash except for $30,000,000 which will be paid by an unsecured promissory note issued by Buyer to Seller at the Closing which note will provide for three principal payments of $10,000,000 on each of the first, second and third anniversary dates of the Closing and will bear simple interest at the rate of 4.0% per annum and will be in form and substance substantially as set forth in Exhibit A (the “Promissory Note”). All Purchased Assets other than goodwill shall be sold in exchange for cash, and any remaining Purchase Price (including the Promissory Note) not allocated to other Purchased Assets shall be applied to goodwill. The Promissory Note will serve as the first, but not the exclusive, source of funds to satisfy (i) any and all indemnification obligations of Seller and the Seller Shareholders under this Agreement except for any obligation of Seller under Section 2.12.3(d), Purchaser Section 2.3(e) or Section 8.11 which shall be payable directly by Seller if applicable and (aii) pay any liquidated damages to which Buyer is entitled under the Employment Agreement, and will also be subject to offset as provided in Section 2.10(c) of the Personnel Agreement. (c) At the Closing, an amount of cash equal to (i) $197,300,000 plus (ii) the Estimated Net Assets will be paid to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing PaymentCash Consideration”), ) by wire transfer of immediately available funds to the a bank account designated in writing by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow AgreementSeller. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In consideration The total purchase price for the Purchased Assets shall be the sum of: (1) The book value of the conveyances contemplated under Section 2.1Purchased Assets as of the close of business on the last business day preceding the Effective Date (the "Valuation Date"); (2) Minus the sum of Nine Hundred Thirty Thousand Five Hundred Dollars ($930,500); provided, Purchaser however, that said amount shall be reduced by the following: (A) The amount of any charge-offs (complete or partial) recorded by Seller between the date of this Agreement and the Effective Date with respect to those loans listed on Exhibit 1.2(a)(2), but not in excess of the "total allocated reserve amount" as to any such loan; (B) The "total allocated reserve amount" as to any loan listed on Exhibit 1.2(a)(2) that is paid off completely between the date of this Agreement and the Effective Date; and (C) As to any loan listed on Exhibit 1.2 (a) pay (2) that is partially paid down between the date of this Agreement and the Effective Date, a pro-rata portion of the "total allocated reserve amount" as to Seller such loan; and (i3) on the Closing Date an amount equal to Plus the sum of Fifteen Million Fifty Thousand Dollars (A$15,050,000); provided, however, that said amount shall be reduced by the amount, if any, determined pursuant to Section 1.2(d) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available fundshereof. The Escrow Fund total purchase price shall be held, administered and distributed allocated in accordance with Section 2.4 and the terms of the Escrow Agreement1.8(b) hereof. (b) In addition to At the Purchased Product Inventory Value Closing, Buyer shall assume and subject to thereafter pay and perform the last sentence following duties, liabilities and obligations of this Section 2.3.1(b)Seller, Purchaser shall pay Seller determined as of the difference Valuation Date: (the “Difference”1) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product All Deposit Liabilities (as defined in the Second Generation Supply AgreementSection 1.3(a) hereof). Each Installment shall be equal ; (2) All liabilities for Federal Home Loan Bank advances and borrowings, and accrued and unpaid interest thereon; (3) All liabilities for securities sold under repurchase agreements, and accrued and unpaid interest thereon; (4) All unfunded loan commitments and lines of credit related to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price Loans (as defined in Section 1.4(a) hereof); (5) All Treasury Tax and Loan Accounts; (6) All Equipment Leases; (7) All Safe Deposit Leases; (8) All Contracts (as defined in Section 1.3(g) hereof); (9) All accrued real estate taxes prorated to the Second Generation Supply AgreementValuation Date; and (10) All income collected but not earned with respect to the Safe Deposit Leases pursuant to Section 16.2.1 1.5(c) hereof. (c) If the total purchase price for the Purchased Assets determined pursuant to Section 1.2(a) hereof exceeds the total book value of the Second Generation Supply Agreement terminatesliabilities assumed by Buyer pursuant to Section 1.2(b) hereof, Buyer shall pay to Seller in immediately available funds at Closing an amount equal to such excess; if the total purchase price for the Purchased Assets determined pursuant to Section 1.2(a) hereof is less than the total book value of the liabilities assumed by Buyer pursuant to Section 1.2(b) hereof, Seller shall pay to Buyer in immediately available funds at Closing an amount equal to such deficiency. (d) If the average balance for the last full calendar month immediately preceding the Effective Date for total assets is less than $123,000,000 or for total deposits is less than $78,000,000, the purchase price will be reduced by the greater of: (1) The amount by which $123,000,000 exceeds the average assets; or (2) The amount by which $78,000,000 exceeds the average deposits, multiplied by four percent (4%) multiplied by sixty-five one-hundredths (.65) multiplied by ten (10). Notwithstanding anything to the contrary contained in this Agreement, Seller and Russell Gerdin shall have the opportunity to cure and remedy anx xxxxxxxxx xhortfall in average assets or average deposits by establishing or agreeing to establish such business relationship with Buyer, including, without limitation, additional deposit relationships, as may be reasonably consented to by Buyer in its sole discretion, which consent shall not be unreasonably withheld. (e) A sample closing statement that reflects the computations pursuant to this Section 1.2 is attached hereto as Exhibit 1.2(e). The "Closing Statement" to be delivered at the Closing on the Effective Date pursuant to Section 2.2 shall follow the format of said exhibit.

Purchase Price. The aggregate purchase price being paid by Purchaser to the Sellers and Logos for the transfer and delivery of the Shares, the assets of Logos, the rights and benefits conferred under this Agreement, and the rights and benefits conferred under the Logos Purchase Agreement shall be equal to an amount up to $33,175,000 (thirty-three million one hundred seventy-five thousand dollars) (the “Purchase Price”). The Purchase Price shall be paid in such amounts and at such times as set forth below: (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) on the Closing Date an An amount equal to the sum of $18,175,000 (A) $27,000,000; eighteen million one hundred seventy-five thousand dollars), as adjusted pursuant to Section 3 below (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), to be paid as follows: (i) $500,000 (five hundred thousand dollars) shall be retained by Purchaser at Closing and which amount (the “WC Adjustment Holdback”), if any, shall be payable in accordance with Section 3(b)(iv) through 3(b)(vii) below; (ii) the North Fork Payoff Amount (as defined in Section 10(c)(xiv)) shall be delivered at Closing by wire transfer of immediately available funds to in accordance with the account designated wire transfer instructions provided by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and such lender; (iii) the Difference SE Payoff Amount (as set forth defined in Section 2.3.1(b10(c)(xiv)) below and (b) deliver to the Escrow Agent, shall be delivered at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), Closing by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed funds in accordance with the wire transfer instructions provided by such lender; and (iv) the remainder of the Closing Payment, as adjusted pursuant to Section 2.4 3(a)(i) below and after deduction for the WC Adjustment Holdback, the North Fork Payoff Amount, the SE Payoff Amount and the terms cash payment payable to Logos upon the closing of the Escrow transactions contemplated by that certain Asset Purchase Agreement dated November 26, 2007 (the “Logos Purchase Agreement”), by and among the Company, Logos, and Rxxxx Xxxxxxxx (“Sxxxxxxx”), shall be paid to the Sellers at the Closing by delivery of a promissory note issued by Purchaser, in form attached hereto as Exhibit A (the “Promissory Note”), to each of the Sellers in the amount designated by the Sellers’ Representative for each Seller. (b) In addition An additional amount up to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b$15,000,000 (fifteen million dollars), Purchaser shall pay Seller less the difference cash payments payable to Logos under Section 2(b)(ii) of the Logos Purchase Agreement (the “DifferenceLogos Earn-Out Payments”) between ), to be paid to the Purchased Product Inventory Value and the Final Product Inventory Value determined Sellers in accordance with Section 2.3.3 in installments 4 below. (c) Each Seller hereby consents and agrees that all payments to be made by the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in under Section 3 or 4 hereof or under the Second Generation Supply Agreement). Each Installment Promissory Note shall be equal made to Lxxxxxxxxx Xxxxxxx PC, as Escrow Agent pursuant to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 terms and conditions of the Seller Disclosure Schedule) for such Second Generation Replacement Product Escrow & Contribution Agreement by and the corresponding amounts due among Sxxxx Xxxx, Sxxxxx Xxxxxxxxxx, Fxxx Xxxxxxxxx, Sxxxxx Xxxxxxxxx, LTG Promos, Ltd. and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the DifferenceLxxxxxxxxx Xxxxxxx PC, if anydated as of even date herewith, has been paid and governed in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesaccordance therewith.

Purchase Price. Subject to the terms and conditions of this Agreement and in reliance on the representations and warranties of the Sellers herein contained, and in consideration of the sale, conveyance, transfer and delivery of the Shares provided for in this Agreement and the execution of the Noncompetition Agreements, Holdings agrees to pay to the Sellers an aggregate purchase price of $53,000,000, plus the amounts payable pursuant to the Contingent Purchase Price Plan (defined below) (the "Purchase Price"), payable and allocated to the Sellers as more particularly set forth on Exhibit 1.5 attached hereto based on the number of Shares purchased by Holdings from each of the Sellers, as follows: (a) In consideration of $53,000,000, less the conveyances contemplated under Reserve Amount (defined in Section 2.11.4(b)), Purchaser shall less any Excluded Liabilities (adefined in Section 1.3(a)(ii)) pay to Seller and less the Escrow Amount (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”defined in Section 6.10), by delivery at the Closing to the Sellers of a certified or cashier's check or funds by wire transfer of immediately available funds to the account account(s) designated by Seller by notice to Purchaser at least three (3) Business Days the Sellers in writing no later than five business days prior to Closing, which amount includes the Closing Date; $600,000 payment for the Noncompetition Agreements; (iib) The contingent purchase price payable in accordance with the Milestone Payment(s), as terms and to conditions of the extent provided in Section 2.3.2; and (iii) the Difference as Contingent Purchase Price Plan set forth in Exhibit 1.2 ("Contingent Purchase Price Plan"); (c) If and when required by Section 2.3.1(b1.4(b) below hereof, Holdings shall pay the Sellers all or a portion of the Reserve Amount by delivery to the Sellers of a certified or cashier's check or by wire transfer or transfers to an account or accounts designated by the Sellers; and (d) If and (b) deliver when required by Section 6.10 hereof, the Sellers shall be entitled to receive from the Escrow Agent, at all or a portion of the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed Amount in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. Upon the terms and subject to the conditions set forth in this Agreement, in reliance on the representations, warranties, covenants and agreements of the Sellers contained herein, the purchase price (the "PURCHASE PRICE") for the sale and transfer of the Purchased Property to be delivered at Closing, by the Buyer to the Sellers shall consist of: (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) on the Closing Date an aggregate amount equal to the sum of the following: (i) One hundred and Thirty Five Million dollars ($135,000,000) in cash to the Sellers, less (A) $27,000,000; any Allowed Distributions, (B) payments made or to be made pursuant to the Stock Consideration; non-competition agreements entered into pursuant to Section 7.6(b) hereof, (C) one-half of the Promissory Note; HSR Fee, and (D) any Shareholder Expenses (the Purchased Product Inventory Value (collectively, the “Closing Payment”"CASH PURCHASE PRICE"), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; ; (ii) Ten Million Dollars ($10,000,000) in cash (the Milestone Payment(s"ESCROWED AMOUNT"), as and Five Million Dollars ($5,000,000) of which shall be held in escrow until March 31, 2003 (the "SELLERS' ESCROWED AMOUNT") pursuant to the extent provided Sellers' Escrow Agreement and Five Million Dollars ($5,000,000) of which shall be held in escrow until June 30, 2005 (the "LONG TERM ESCROWED AMOUNT") pursuant to the Long Term Escrow Agreement to provide a fund, but not an exclusive means for, the payment of any successful indemnification claims against Sellers pursuant to Section 2.3.2; and 13.1 hereof; (iii) subject to applicable tax withholding requirements, Ten Million dollars ($10,000,000) in the Difference as form of the Short Term Note payable to the Sellers; provided, that such Short Term Note shall be offset by the amount that is the difference between $750,000 and the actual credit received by the Buyer on or prior to December 31, 2002, from the supplier in connection with the inventory described on Schedule 5.7 hereto; notwithstanding the foregoing, Buyer will notify Sellers' Representative at least ten (10) days prior to any withholding of applicable taxes; (iv) subject to applicable tax withholding requirements, Five Million dollars ($5,000,000) in the form of the Long Term Note payable to Tilia; notwithstanding the foregoing, Buyer will notify Sellers' Representative at least ten (10) days prior to any withholding of applicable taxes; (v) subject to applicable tax withholding requirements, the right to receive the Contingent Consideration, on the terms set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash 3.2 hereof (the “Initial Escrow Amount”"CONTINGENT CONSIDERATION"), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement.; and (b) In addition to the Purchased Product Inventory Value and subject to assumption by the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 Buyer of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesAssumed Liabilities.

Purchase Price. The aggregate purchase price (athe "Purchase Price") In consideration for the Purchased Shares shall consist of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) on $100,000,000 in cash (the Closing Date an amount equal "Cash Consideration") and (ii) warrants (the "Paxar Warrants") to the sum of purchase (A) 1,000,000 shares of common stock, par value $27,000,000; .10 per share, of the Purchaser (the "Paxar Common Stock") in accordance with the terms and conditions of the Warrant Agreement attached hereto as Exhibit A (the "A Warrants") and (B) 200,000 shares of Paxar Common Stock in accordance with the Stock Consideration; terms and conditions of the Warrant Agreement attached hereto as Exhibit B (C) the Promissory Note; "B Warrants"). The Warrant Agreements attached hereto as Exhibits A and (D) the Purchased Product Inventory Value (collectivelyB hereto, the “Closing Payment”), by wire transfer each of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, which shall be executed at the Closing, are referred to herein collectively as the "Warrant Agreements". The Purchaser shall pay the Cash Consideration in one installment of $3,000,000 in cash 94,083,750 (the “"Initial Escrow Amount”)Payment") at the Closing and in one installment of $5,907,559 (the "Deferred Payment") on January 2, by wire transfer of immediately available funds. The Escrow Fund shall be held1998, administered and distributed in accordance with Section 2.4 a promissory note in the amount of the Deferred Payment (the "Note") in the form of Exhibit C hereto, which Note shall be secured by a Letter of Credit issued by Fleet Bank substantially in the form of Exhibit D hereto (the "Letter of Credit"). The amount of the Deferred Payment (and the terms of the Escrow Agreement. (bNote) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment has been reduced by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) an administrative fee payable to the Difference, if any, has been paid issuer of the Letter of Credit in full to Seller; or the amount of $7,691 and (ii) Daravita Limited’s obligation legal fees payable to supply Second Generation Replacement Product at Shearman & Sterling, counsel to the Discounted Supply Price (as defined issuer of the Letter of Credit, in the Second Generation Supply Agreement) pursuant to Section 16.2.1 amount of the Second Generation Supply Agreement terminates$1,000.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) on the Closing Date an amount equal Subject to the sum terms and conditions of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agentthis Agreement, at the Closing, $3,000,000 in exchange for all of the Interests, Seller Parties shall receive from Buyer, and Buyer shall pay, or cause to be paid, to Seller Parties cash in an amount, without interest, equal to the following consideration (the “Initial Escrow AmountPurchase Consideration”); (i) at the Closing, by wire transfer an amount of immediately available funds. The Escrow Fund cash equal to One Billion Eight Hundred Five Million and No/100 Dollars ($1,805,000,000.00) (the “Purchase Price”) as adjusted, pursuant to Sections 1.4(a) and 1.4(b) and as otherwise expressly set forth in this Agreement (such cash to be allocated among Seller Parties as set forth on Schedule B-1 hereto; provided, that the amount payable to Seller Parties on the Closing Date shall be heldcalculated using the Estimated Closing Adjusted Working Capital as finally determined pursuant to Section 1.4), administered and distributed in accordance with Section 2.4 and less: (a) the terms amount applied to the repayment of the Escrow Agreement.outstanding Indebtedness (as defined below) as provided in Section 5.12 together with all amounts due thereunder; (b) In addition to the Purchased Product Inventory Value and subject to amount of the last sentence of this Post-Closing Adjustment Escrow placed into escrow at the Closing as provided in Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”1.4(o) between the Purchased Product Inventory Value and the Final Product Inventory Value Holdback Escrow Agreement; (c) the amount of the Holdback Escrow Amount placed into escrow at the Closing as provided in Section 1.5(c) and the Holdback Escrow Agreement; (ii) following the Closing, a portion of the Post-Closing Adjustment Escrow, such portion to be subject to, and determined in accordance with with, the terms and conditions of Section 2.3.3 in installments 1.4, Article VII and the Holdback Escrow Agreement; and (iii) following the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 Closing, a portion of the Seller Disclosure Schedule) for Holdback Escrow Amount, such Second Generation Replacement Product portion to be subject to, and determined in accordance with, the terms and conditions of Article VII and the corresponding amounts due and Holdback Escrow Agreement. The amount payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either Seller Parties at Closing calculated by clause (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesforegoing sentence is referred to herein as the “Closing Cash Payment”.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1Purchased Shares, the Purchaser shall: 2.2.1. Subject to the terms and conditions set forth in this Agreement, in consideration for the Purchased Shares, Purchaser shall (a) pay to Seller (i) or on the Closing Date its behalf an amount equal of USD 5,800,000 (five million, eight hundred thousand United States dollars) (the “Initial Purchase Price”) in accordance with the following: 2.2.1.1. Purchaser shall assume USD 1,600,000 of obligations of Seller to the sum Company under the Loan Agreement and/or other financial obligations of Seller to the Company (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Final Loan Balance”) and Seller shall receive a credit in such amount against Seller’s obligations to the Company, and such assumed obligation shall be payable by the Purchaser to the Company in accordance with the terms of Purchaser Debt Documents in the form of Exhibit B hereto; 2.2.1.2. An amount of NIS 1,359,017 (one million, three hundred and fifty nine thousand, and seventeen New Israeli Shekels, in accordance with the relevant exchange rate at the Closing) (the “ITA Payment”), which has been advanced by the Company to the ITA on account of Seller’s tax obligations deriving from the transactions hereunder, shall be paid by way of a wire transfer of immediately readily available funds in New Israeli Shekels to the account designated by Seller by notice Company’s bank account, details of which shall be given to Purchaser at least three 3 (3three) Business Days prior to the Closing Date; Closing; 2.2.1.3. The remaining balance of the Initial Purchase Price, after deduction of: (i) the Final Loan Balance and (ii) the Milestone Payment(s)ITA Payment, as and shall be paid to the extent provided in Section 2.3.2; and (iii) Seller on the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”)Closing Date, by way of a wire transfer of immediately readily available funds. The Escrow Fund funds in United States Dollars to the Seller’s bank account, details of which shall be held, administered given to Purchaser at least 3 (three) Business Days prior to the Closing. 2.2.2. Subject to and distributed following the occurrence of the following terms and conditions and in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b)therewith, Purchaser shall pay to the Seller the difference an additional amount of USD 500,000 (five hundred thousand United States dollars) (the “DifferenceAdditional Purchase Price”) between as set forth below: 2.2.2.1. The Company shall have received payments in an aggregate amount of at least USD 500,000 (five hundred thousand United States dollars) on orders for the Purchased Product Inventory Value and purchase of a fiber optic system for monitoring pipelines in one of the Final Product Inventory Value determined territories specified in accordance with Section 2.3.3 in installments Schedule ‎2.2.2 hereto (the “InstallmentsProject”) within 3 years from the Closing Date; and 2.2.2.2. Payments actually received by the Company pursuant to the Project within three years from the occurrence of the above-mentioned event, amount to at least USD 5,000,000 (five million United States dollars) (5including the amount mentioned in Section ‎2.2.2.1 above). Purchaser shall provide Seller with notice of its entitlement to the Additional Purchase Price within 7 (seven) Business Days following receipt of each the applicable revenues and subject to Section 2.2.2.3 below, make payment by Purchaser of the Additional Purchase Price to Daravita Limited for quantities Sellers bank account details of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment which shall be equal given to Purchaser at least 3 (three) Business Days prior to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 expiration of the Seller Disclosure Schedulesaid 7 (seven) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full Business Days. Purchaser shall respond on a timely basis to Seller; or (ii) Daravita Limited’s obligation reasonable requests from time to supply Second Generation Replacement Product at time for information as to the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 status of the Second Generation Supply Agreement terminatesProject and payments thereunder. 2.2.2.3. In the event the Additional Purchase Price is payable prior to the lapse of 20 months from the Closing Date, Purchaser make payment thereof to the Escrow Agent rather than to the Seller and such payment shall constitute the Escrow Amount.

Purchase Price. (a) In consideration At Closing, Buyer agrees to pay Sellers Representative, on behalf of and for the conveyances contemplated under Section 2.1benefit of Sellers, Purchaser shall (a) pay to Seller an aggregate of (i) on $227,400,000, (the "Base Amount"), plus (ii) the Estimated True Up as calculated in Section 2.3(a), plus (iii) a payment of $0.10 per ton of coal mined and sold from White Flame Energy's Surface Mine No. 10 ("WF 10") from and after the later to occur of (x) the Closing Date an amount equal and (y) the date on which Buyer and its Affiliates receive the Alleghany Consent at no additional cost or expense to Buyer or its Affiliates (the sum "Royalty" and, together with the Base Amount and the Estimated True Up, the "Purchase Price"). Buyer shall pay the portion of the Purchase Price due at Closing by (A) promissory notes (the "Buyer Notes") in the form of Exhibit G in the aggregate principal amount of $27,000,000; 221,000,000 and (B) cash in the Stock Consideration; (C) aggregate amount of $6,400,000 for the Promissory Note; and (D) balance of the Purchased Product Inventory Value (collectively, the “Closing Payment”), Purchase Price payable by wire transfer of immediately available funds to Sellers Representative, on behalf of and for the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s)benefit of Sellers, as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms instructions provided by Seller Representative, as such amount shall be adjusted by the Estimated True Up. Buyer shall pay the Royalty in respect of each completed calendar quarter, no later than 15 days after the end of the Escrow Agreement. (b) In addition to applicable calendar quarter. The Purchase Price shall be increased or decreased, as the Purchased Product Inventory Value and subject to case may be, after Closing, by the last sentence aggregate of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) True Up pursuant to Section 16.2.1 2.3 and by the payment of Additional Taxes pursuant to Sections 10.16(b) and (c). The Base Amount shall be allocated and paid to each Seller in the amounts and the form of consideration indicated on Section 2.2 of the Second Generation Supply Agreement terminatesDisclosure Schedule, and the Royalty and the Estimated True Up shall be allocated to each Seller in the manner determined by Sellers Representative, each in a manner consistent with the Final Allocation pursuant to Section 10.13.

Purchase Price. The purchase price (the "PURCHASE PRICE") for the Sale Shares shall comprise of the Initial Payment and the Subsequent Payments, determined and payable in the manner, at the times and in the amounts set forth in this Clause 2.2: (a) In consideration an initial payment (the "INITIAL PAYMENT") of the conveyances contemplated under Section 2.1twenty-nine million US dollars (US$29,000,000), Purchaser which shall (a) pay to Seller be payable as follows: (i) on twenty million US dollars (US$20,000,000) (the Closing "ESCROWED PAYMENT") by wire transfer from the Escrow Agent at Release to a bank account designated jointly by the Vendor and the Warrantor; and (ii) nine million US dollars (US$9,000,000) by wire transfer at Release to a bank account jointly designated by the Vendor and the Warrantor; and (b) subsequent payments (the "SUBSEQUENT PAYMENTS") consisting of the 2005 Amount, the 2006 Amount and the 2007 Amount which shall be determined and paid as follows: (i) an amount (the "2005 AMOUNT") equal to the product of ((A) 2005 Net Profit and (B) 12)) minus US$20,000,000 which shall be paid by the Purchaser no later than twenty (20) Business Days after the date of determination of the 2005 Net Profit (the date such payment is required being the "2005 PAYMENT DATE"); (ii) an amount (the "2006 AMOUNT") equal to the product of ((A) 2006 Net Profit, (B) 12 and (C) 0.7)), minus the sum of ((D) US$20,000,000 and (E) the 0000 Xxxxxx) which shall be paid by the Purchaser no later than twenty (20) Business Days after the date of issuance of the 2006 Financials (the date such payment is required being the "2006 PAYMENT DATE"); (iii) an amount (the "2007 AMOUNT") equal to the product of ((A) 2007 Net Profit, (B)12 and (C) 0.3)) which shall be paid by the Purchaser no later than twenty (20) Business Days after the date of issuance of the 2007 Financials (the date such payment is required being the "2007 PAYMENT DATE". (c) On each of 2005 Payment Date, 2006 Payment Date and 2007 Payment Date, the Purchaser shall pay to the Vendor or any other person jointly designated by the Vendor and the Warrantor the 2005 Amount, the 2006 Amount and 2007 Amount, respectively. (d) The Purchaser shall pay each Subsequent Amount in a combination of (A) money in US dollars in an amount equal to the sum 50% of (A) $27,000,000; such sum, and (B) delivery of XFL Shares, rounded up to the Stock Considerationnearest whole share, with an aggregate Market Value equal to 50% of such sum; provided, however, that: (Ci) the Promissory Note; and (D) the Purchased Product Inventory Value (collectivelyPurchaser may, the “Closing Payment”)in its sole discretion, by wire transfer of immediately available funds deliver to the account Vendor or any other person jointly designated by Seller the Vendor and the Warrantor money in US dollars in lieu of all or a portion of the portion of the Subsequent Amount otherwise deliverable to the Vendor in XFL Shares; (ii) if any XFL Shares payable to the Vendor as a portion of any Subsequent Amount are not actively traded on the Tokyo Stock Exchange or a comparable public trading market, then the Purchaser shall, not less than ten (10) Business Days prior to the applicable Subsequent Payment Date, so notify the Vendor, and the Vendor may, by notice to be delivered to the Purchaser at least not less than three (3) Business Days prior to the Closing relevant Subsequent Payment Date, elect to receive money in US dollars in lieu of such XFL Shares; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and and (iii) any portion of the Difference as set forth in Section 2.3.1(b) below and (b) deliver Subsequent Amount payable by Purchaser to the Escrow Agent, at Vendor in money's worth pursuant to this Clause 2.2(d) shall be transferred by the Closing, $3,000,000 in cash (Purchaser to the “Initial Escrow Amount”), Vendor by wire transfer of immediately available fundsfunds pursuant to wire transfer instructions delivered to the Purchaser by the Vendor pursuant to Clause 2.2(e) herein no later than three (3) Business Days in advance of the applicable Subsequent Payment Date and any portion of the Subsequent Amount that is payable with XFL Shares by issuing to the Vendor or any other person jointly designated by the Vendor and the Warrantor the relevant number of XFL Shares free from all Encumbrances on the applicable Subsequent Payment Date. (e) Notwithstanding any other provision contained herein, at least three (3) Business Days in advance of any Subsequent Payment Date, the Vendor shall, in writing, advise the Purchaser of the manner in which the Purchaser shall deliver such Subsequent Payment. The Escrow Fund Specifically, the Vendor shall advise the Purchaser of the persons and necessary account information where such payments shall be heldmade and if applicable, administered to whom such XFL Shares should be issued and distributed all information reasonably requested by the Purchaser and/or any applicable Governmental Entity in connection with the issuance of such XFL Shares. If the Purchaser has failed to issue the relevant XFL Shares to the Vendor or any other person jointly designated by the Vendor and the Warrantor in accordance with Section 2.4 Clause 2.2(d)(iii) on a relevant Subsequent Payment Date then the Vendor may, by notice to be delivered to the Purchaser, elect to receive money in US dollars in lieu of such XFL Shares except where: (i) there is a dispute as to the amount of any Subsequent Payment; (ii) all relevant information for the issuance of the XFL Shares has not been provided to the Purchaser in accordance with Clause 2.2(e); (iii) the Vendor or any other person jointly designated by the Vendor and the terms of Warrantor has refused to accept the Escrow Agreementrelevant XFL Shares in any way or for any reason. (bf) In addition The Purchaser shall appoint an international auditng firm to determine the 2005 Net Income and the 2005 Working Capital Payment Amount. The Vendor shall have the right to disclose the audit results to the Purchased Product Inventory Value key management of Xxxxx and subject Active as in Schedule I. (g) The Purchaser shall, on the 2005 Payment Date, pay to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller person the difference (the “Difference”) between the Purchased Product Inventory Value Vendor and the Final Product Inventory Value determined Warrantor jointly designate an amount in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal US dollars equivalent to the difference between [***] of Notional NSP 2005 Working Capital Payment Amount. (as set forth on Section 2.3.1 of the Seller Disclosure Scheduleh) for such Second Generation Replacement Product The Purchaser and the corresponding amounts due and payable to Daravita Limited under Vendor shall bear the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either costs incurred in determining the 2005 Working Capital Payment Amount in equal shares. (i) Annual audits shall be performed to determine 2006 Financials and 2007 Financials with an international audit firm specified by the Difference, if any, has been paid Purchaser. The audits will cover the Group on a consolidated basis and the Vendor shall have the right to disclose the audit results to the key management of Xxxxx and Active as in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.Schedule I.

Purchase Price. (a) In The Base Purchase Price shall be $550,000,000. (b) Subject to the adjustments set forth in Section 2.10 and in full consideration for the purchase of the Equity Interests from the Seller and in consideration of the conveyances other transactions contemplated under Section 2.1hereunder, the Purchaser shall (a) pay pay, or cause to Seller be paid, for the benefit of the Seller, an aggregate amount in USD equal to: (i) on the Closing Base Purchase Price; plus (ii) Inter-Company Trade Receivable; minus (iii) Inter-Company Trade Payable; minus (iv) the amount, if any, of Adjustment of Inventory Below the Target Inventory Range; plus (v) the amount, if any, of Adjustment of Inventory Exceeding the Target Inventory Range; minus (vi) the amount, if any, of Adjustment of Accounts Payable Exceeding the Target Accounts Payable Range; plus (vii) the amount, if any, of Adjustment of Accounts Payable Below the Target Accounts Payable Range; plus (viii) the aggregate Estimated Cash (as defined below) of all Company Subsidiaries; minus (ix) the excess, if any, of the Estimated Trading Companies Accounts Receivable minus the Target Trading Companies Accounts Receivable; plus (x) the excess, if any, of the Target Trading Companies Accounts Receivable minus the Estimated Trading Companies Accounts Receivable; minus (xi) the aggregate Estimated Cut-Off Date an Indebtedness (as defined below) of all Company Subsidiaries, and the resulting amount equal calculated pursuant to the sum foregoing clause (i) through (xi), the “Estimated Purchase Price”). provided, however, that for purposes of this Section 2.2(b), (A) $27,000,000no adjustment shall be made pursuant to clause (vi) or (vii) with respect to Accounts Payable unless the related Days Payable Outstanding falls outside of the Target Accounts Payable Range; (B) no adjustment shall be made pursuant to clause (iv) or (v) above with respect to Inventory unless the Stock Considerationrelated Days Inventory Outstanding falls outside of the Target Inventory Range; and (C) the Promissory Note; amount of excess calculated pursuant to clause (ix) and (Dx), in each case, shall not exceed $15,000,000, even if the actual amount of such excess is greater than $15,000,000. (c) The Cut-Off Date Indebtedness shall not include (x) any liabilities set forth in Section 2.2(c) of the Purchased Product Inventory Value Seller Disclosure Letter, (y) any liabilities relating to or arising from the purchase of any equipment in excess of RMB 500,000 by the Company Subsidiaries after December 31, 2019 and before the Cut-Off Date as to which Purchaser has provided to Seller its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned), provided that the Purchaser shall provide a written response within 2 Business Days after the Seller or the Company Subsidiaries submit such request to the Purchaser in writing, which shall include, among other things, the payment terms and payment schedule of such equipment purchase, and (z) any liabilities relating to or arising from the purchase of any equipment less than RMB 500,000 by the Company Subsidiaries between December 31, 2019 and the Cut-Off Date without the need to obtain the Purchaser’s consent (collectively, the “Closing PaymentEquipment Liabilities”), by wire transfer and all such liabilities shall remain liabilities of the Company Subsidiaries at and after the Cut-Off Date and any applicable Closing Date. (d) In the event that the Cut-Off Date occurs on any date on or after the eighth (8th) day of a given fiscal month, Dragon Parent and the Seller shall commit to settle the Inter-Company Trade Payable and the Inter-Company Trade Receivable as of the end date of the immediately available funds preceding fiscal month; provided, that in the event that the Cut-Off Date occurs on any date before the eighth (8th) day of any fiscal month, Dragon Parent and the Seller shall commit to settle the Inter-Company Trade Payable and the Inter-Company Trade Receivable as of the end date of the fiscal month prior to the account designated by immediately preceding fiscal month. (e) Dragon Parent and the Seller by notice shall commit to Purchaser at least three facilitate the Company Subsidiaries’ collection of the Inter-Company Trade Receivable and Inter-Company Non-trade Receivable in full within thirty (330) Business Days prior after the Cut-Off Date, provided, that no adjustment shall be made pursuant to Section 2.2(b)(ii) for the amount of the Inter-Company Trade Receivable that fails to be collected within thirty (30) Business Days after the Cut-Off Date. The Purchaser shall cause the Company Subsidiaries to discharge the Inter-Company Trade Payable and Inter-Company Non-trade Payable within thirty (30) Business Days after the Cut-Off Date, in an amount at least equal to the Closing amount of the Inter-Company Trade Receivable and Inter-Company Non-trade Receivable that have been collected within thirty (30) Business Days after the Cut-Off Date; . (iif) the Milestone Payment(s), as and Notwithstanding anything to the extent provided in Section 2.3.2; contrary contained herein, the parties expressly agree and acknowledge that the Seller shall retain all Trading Companies Accounts Receivable as of the Cut-Off Date, which shall be expected to be one hundred and ten million dollars (iii$110,000,000) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow AmountTarget Trading Companies Accounts Receivable”), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (bg) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the Any difference (the “Difference”) between the Purchased Product Inventory Value Estimated Purchase Price and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment Base Purchase Price shall be equal allocated to and adjust solely the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesGME Allocated Purchase Price.

Purchase Price. (a) In For and in consideration of the conveyances contemplated under and assignments described herein and in addition to the assumption of liabilities as set forth in Section 2.11.4, Purchaser shall (a) Buyer agrees to pay to Seller, and Seller agrees to accept from Buyer, for the Assets, at Closing (such consideration, together with the consideration referred to in Section 1.2(b), the “Purchase Price”) (i) on the Closing Date $5,000,000, of which $75,000 already has been paid to Seller, in cash, as an amount equal to the sum of exxxxxx money deposit (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing PaymentDeposit”), and the remainder of which shall be paid in cash by wire transfer of immediately available funds to the an account designated specified by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date“Cash Portion”); and (ii) 49,915 shares of common stock, par value $.10, of Martek (the “Initial Shares,” and together with the Milestone Payment(sShares, the “New Shares”), as . The Initial Shares shall be issued to Seller at Closing and will be subject to the extent provided registration rights provisions of Section 4 hereof. (b) For and in Section 2.3.2; consideration of the conveyances and (iii) assignments described herein and in addition to the Difference assumption of liabilities as set forth in Section 2.3.1(b1.4, 74,873 shares of common stock, par value $.10 of Martek, (the “Milestone Shares”) shall be deemed to be issued to Seller at Closing, but shall be immediately deposited in an escrow account pursuant to Section 11.6, and, subject to the terms of the Post-Closing Escrow Agreement, shall not be transferable by Seller while under such escrow arrangement but shall be distributed from escrow, in part, upon the occurrence of each of the events set forth in (i) through (iii) below (each, a “Milestone Event”), beginning on the first anniversary of the Closing Date and ending no later than the fourth anniversary of the Closing Date: (bi) on the first anniversary of the Closing Date, if, during the immediately preceding thirty (30) day period, the new fermentation, harvesting and extraction equipment related to the production of DHA and installed after the Closing Date (the “DHA Equipment”) has produced at least eighty percent (80%) of its Theoretical Capacity, fifty percent (50%) of the Milestone Shares remaining in the escrow account and not the subject of any escrow claims will be released from escrow and delivered to Seller in accordance with the terms and conditions of the Post-Closing Escrow Agreement; provided, however, that, if during the immediately preceding thirty (30) day period, events or circumstances have occurred that, in the reasonable view of Buyer, were outside of the direct control of the Management Employees and such events or circumstances were a direct cause of the failure to meet the required Theoretical Capacity, then, so long as, during the first consecutive thirty (30) day period ending after the first anniversary of the Closing Date during which no such events or circumstances have occurred, the DHA Equipment produced at least eighty percent (80%) of its Theoretical Capacity, fifty percent (50%) of the Milestone Shares remaining in the escrow account and not the subject of any escrow claims will be released from escrow and delivered to Seller in accordance with the terms and conditions of the Post-Closing Escrow Agreement; (ii) on the second anniversary of the Closing, for each of the Management Employees that remains employed by Buyer, or has been approved to leave employment by Buyer for reasons other than job performance, one-sixth (1/6th) of the Milestone Shares remaining in the escrow account and not the subject of any escrow claims shall be released from escrow and delivered to Seller in accordance with the terms and conditions of the Post-Closing Escrow Agreement; and (iii) on the fourth anniversary of the Closing Date, any Milestone Shares remaining in the escrow account will be released from escrow and delivered to Seller in accordance with the terms and conditions of the Post-Closing Escrow Agreement. Within five (5) business days of the occurrence of a Milestone Event, Buyer and Seller shall execute and deliver to the escrow agent a joint written direction, substantially in the form of Exhibit A to the Post-Closing Escrow AgentAgreement, at which shall direct the Closing, $3,000,000 in cash escrow agent to release the appropriate number of Milestone Shares to Seller. (the “Initial Escrow Amount”), by wire transfer of immediately available funds. c) The Escrow Fund Purchase Price shall be held, administered and distributed allocated among the Assets in accordance with Section 2.4 and the terms of the Escrow Agreement13. (bd) In addition Martek hereby acknowledges that Seller will distribute the New Shares to Astral and the Management Employees effective as of the Closing Date and that, at Closing, Martek shall cause to be issued certificates evidencing the New Shares to Astral and the Management Employees in such denominations as directed by Seller prior to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesClosing.

Purchase Price. (a) In consideration The purchase price for the Assets shall be Three Hundred Seventy Thousand Dollars ($370,000) plus certain cash proceeds from the collection of Accounts Receivable (as defined below) and a contingent earnout, all as described below, plus the assumption by the Buyer of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash Assumed Liabilities (the “Initial Escrow Amount”"PURCHASE PRICE"), by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition The Purchase Price shall be payable as follows: (i) At the Closing, Buyer shall deliver to Seller Forty Thousand (40,000) shares of restricted Unidigital common stock (the "UNIDIGITAL STOCK") (the "UNIDIGITAL STOCK CONSIDERATION"); (ii) At the Closing, Buyer shall pay to Seller or its designees Seventy Thousand Dollars ($70,000) cash (together with the payments referred to in Section 1.4(b)(iii) and 1.4 (c) below, the "CASH CONSIDERATION"); (iii) On April 1, 2000, Buyer shall pay to Seller or its designees One Hundred Thousand Dollars ($100,000); and (iv) Subject to the Purchased Product Inventory Value and subject to the last sentence provisions of this Section 2.3.1(b1.4(e) (iv), Purchaser shall pay Seller the difference an earnout payment (the “Difference”"EARNOUT PAYMENT"). The Earnout Payment shall be due in the event that gross sales less discounts, credits, sales taxes and delivery charges attributable to the sales efforts of the Shareholder and Xxxxx Xxxxxx for Unidigital and its consolidated subsidiaries (hereinafter the "NET SALES") between for any of the Purchased Product Inventory Value twelve (12) month periods ending March 31, 2000, March 31, 2001 and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments March 31, 2002 (each such twelve month period being referred to as an "EARNOUT YEAR") exceed $1,600,000 (the “Installments”"BASE AMOUNT") within five as follows: (5A) Business Days of each payment by Purchaser to Daravita Limited If the Net Sales for quantities of Second Generation Replacement Product any particular Earnout Year are greater than the Base Amount but less than Two Million Four Hundred Thousand Dollars (as defined in $2,400,000), then the Second Generation Supply Agreement). Each Installment Seller shall be paid an amount equal to the difference between [***] of Notional NSP twenty percent (as set forth on Section 2.3.1 20%) of the sales in excess of the Base Amount for that Earnout Year. (B) If the Net Sales for any particular Earnout Year are equal to or greater than Two Million Four Hundred Thousand Dollars $2,400,000) but less than Three Million Two Hundred Thousand Dollars ($3,200,000), then the Seller Disclosure Scheduleshall be paid an amount equal to twenty-two percent (22%) of the Net Sales in excess of the Base Amount for such Second Generation Replacement Product and that Earnout Year. (C) If the corresponding amounts due and payable Net Sales for any particular Earnout Year are equal to Daravita Limited under or greater than Three Million Two Hundred Thousand Dollars ($3,200,000) but less than Four Million Dollars ($4,000,000), then the Second Generation Supply Agreement with respect Seller shall be paid an amount equal to such Second Generation Replacement Product until either twenty-four percent (i24%) of the DifferenceNet Sales in excess of the Base Amount for that Earnout Year. (D) If the Net Sales for any particular Earnout Year are equal to or greater than Four Million Dollars ($4,000,000), then the Seller shall be paid an amount equal to twenty-five percent (25%) of the Net Sales in excess of the Base Amount for that Earnout Year. (E) If the Net Sales for any particular Earnout Year are less than the Base Amount, Seller shall not be entitled to any Earnout Payment for that Earnout Year. (F) The Earnout Payment, if any, has been due in respect of the Earnout Year ending March 31, 2000 (the "FIRST EARNOUT YEAR") shall be payable in cash (or, by further mutual agreement of the Buyer and the Seller, in some combination of cash and shares of Unidigital stock) within ninety (90) days after the end of the First Earnout Year or, if disputed, within ten (10) days after resolution of the dispute as set forth below. (G) With respect to Earnout Payments, if any, due for the Earnout Years ending March 31, 2001 and March 31, 2002 (respectively, the "SECOND EARNOUT YEAR" and "THIRD EARNOUT YEAR"), fifty percent (50%) of the Earnout Payment shall be paid to Seller in full cash (or, by further mutual agreement of the Buyer and the Seller in some combination of cash and shares of Unidigital Sock) in twelve (12) equal monthly installments. Such payments shall be made within thirty (30) days after the end of each calendar month of the applicable Earnout Year but only to Seller; or the extent measured by Net Sales in excess of the Base Amount which are actually collected prior to any such payment. The balance of the Earnout Payments due for the Second Earnout Year and the Third Earnout Year shall be paid within ninety (ii90) Daravita Limited’s obligation days after the end of the applicable Earnout Year, or, if disputed, within ten (10) days after resolution of the dispute as set forth below. (H) Notwithstanding anything contained herein to supply Second Generation Replacement Product at the Discounted Supply Price (as defined contrary, in the Second Generation Supply Agreementevent that the Shareholder voluntarily terminates his employment with the Buyer, from and after the date of such termination, the Seller shall only be entitled to an amount equal to one-half (1/2) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesEarnout Payment as set forth in Sections 1.4 (b)(iv)(A) through (D) above for the period after such termination. (I) Any Earnout Payment made hereunder shall be accompanied by an accounting from the Buyer setting forth the basis on which the calculation for the Earnout payment was made. Also, Seller shall be entitled to audit Unidigital's books for the purposes of determining the Net Sales for any particular Earnout Year. In the event a dispute regarding the amount of any Earnout Payment, the Seller shall notify the Buyer in writing (the "DISPUTE NOTICE") within sixty (60) days after any such Earnout Payment shall have been due. Within ten (10) days after receipt of the Dispute Notice, the parties shall use their best efforts to resolve such dispute. Upon their failure to do so, the dispute shall be submitted for arbitration as follows: (1) The arbitrator shall be a "Big Five" public accounting firm located in the City of New York, State of New York (other than Ernst & Young LLP), unless both parties agree on the selection of another arbitrator. In the event the selected arbitrator declines or is unable to serve for any reason, the parties shall select another arbitrator. Upon their failure to agree on another arbitrator, the jurisdiction of the Supreme Court of the State of New York shall be invoked to make such selection. (2) The arbitrator shall follow the Commercial Arbitration Rules of the American Arbitration Association, except as otherwise provided herein. The arbitrator shall substantially comply with the rules of evidence; shall grant essential but limited discovery; shall provide for the exchange of witness lists and exhibit copies; shall conduct a pretrial and consider dispositive motions. Each party shall have the right to request the arbitrator to make findings of specific factual issues. (3) The arbitrator shall complete its proceedings and render its decision within forty (40) days after submission of the dispute to it, unless both parties agree to an extension. Each party shall cooperate with the arbitrator to comply with procedural time requirements and the failure of either to do so shall entitle the arbitrator to extend the arbitration proceedings accordingly and to impose sanctions on the party responsible for the delay, payable to the other party. (4) In the event the arbitrator does not fulfill its responsibilities on a timely basis, either party shall have the right to require a replacement and the appointment of a new arbitrator. (5) The decision of the arbitrator shall be final and binding upon the parties and accordingly a judgment by a court of competent jurisdiction may be entered in accordance therewith. (6) Each party shall be responsible for one-half (1/2) of the fees of the arbitrator. Additionally, if the arbitrator finds that the Earnout Payment due to the Seller for any particular Earnout Year is three percent (3%) or more greater than the amount Buyer has proposed to pay, Buyer shall be responsible for the costs of Seller's audit of Net Sales.

Purchase Price. (a) 3.1 In consideration for the sale, assignment, transfer and delivery of all of the conveyances contemplated under Acquired Assets, at the Closing referred to in Section 2.14 hereof, Purchaser shall (a) the Buyer will pay to Seller Sellers an aggregate amount of NIS 44,380,000 (ithe “Purchase Price”) out of which NIS 17587,000 shall be paid for the Sellers’ goodwill and other intangible assets detailed in Schedule 3.1 herein (the “Intangible PP”) and NIS 26,793,000, subject to adjustments, shall be paid for Sellers’Inventory, Accounts receivables, fixed assets and other tangible assets detailed in Schedule 3.1 herein (the “Tangible PP”). Other than an amount of NIS 3,829,000 out of the Intangible PP which shall be paid, on the Closing Date an Closing, by issuing of 500,224 newly issued, fully paid, Ordinary Shares of Buyer, nominal value NIS 4.00 each, (which amount equal to was determined by dividing the sum of NIS 3,829,000 by the average of the closing price of the shares of Buyer on the NASDAQ, over the period commencing on December 1, 2007 and ending 3 days prior to the date hereof), all in accordance with the terms and conditions specified hereinafter (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing PaymentConsideration Shares”), by wire transfer the balance of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 Purchase Price shall be paid in cash (the “Initial Escrow AmountCash Payment”) by 5 installments as follows: (i) an amount of NIS 15,500,000 will be made on the Closing Date (the “1st Installment”); (ii) an amount of NIS 15,000,000 will be made 6 month after the Closing Date (the “2nd Installment”) ; (iii) an amount of NIS 3,500,000 will be made 12 month after the Closing Date (the “3rd Installment”); (iv) an amount of NIS 3,500,000 will be made 18 month after the Closing Date (the “4th Installment”); and (v) an amount of NIS 3,051,000 will be made 24 month after the Closing Date (the “5th Installment”); 3.2 The Purchase Price will be allocated between the Sellers, by wire transfer and paid to each of immediately available funds. The Escrow Fund shall be held, administered and distributed them respectively in accordance with Section 2.4 and the terms of the Escrow AgreementDS’s instructions specified in Schedule 3. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference (the “Difference”) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either (i) the Difference, if any, has been paid in full to Seller; or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price (as defined in the Second Generation Supply Agreement) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminates.

Purchase Price. (a) In consideration of Subject to increase as provided in SECTION 2.5(C) and adjustment as provided in SECTION 2.7, the conveyances contemplated under Section 2.1purchase price for the Sale Assets ("Purchase Price") shall be Two Hundred Twenty Million Dollars ($220,000,000), Purchaser shall (a) pay to Seller payable as follows: (i) on the Closing Date an An amount equal to the sum Xxxxxxx Money shall be paid by the Escrow Agent's disbursement of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), Xxxxxxx Money to Sellers by wire transfer of immediately available funds pursuant to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; joint written instructions from Sellers and Buyer. (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and The difference of (iiiA) the Difference as set forth in Section 2.3.1(bPurchase Price minus (B) below and (b) deliver the Xxxxxxx Money shall be paid by Buyer to Sellers on the Escrow Agent, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”), Closing Date by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and the terms of the Escrow Agreementfunds pursuant to written instructions from Sellers to Buyer. (b) In addition Sellers shall furnish Buyer wire instructions at least two (2) business days prior to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference Closing Date. (the “Difference”c) between the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser to Daravita Limited for quantities of Second Generation Replacement Product (as defined in the Second Generation Supply Agreement). Each Installment The Purchase Price shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either increased: (i) By One Million Dollars ($1,000,000) upon expiration of the Difference60-day period following publication of notice by the FCC that applications for the FCC Order have been accepted for filing (the "Initial Closing Period") if, if anyand only if, (A) Closing has not occurred prior to expiration of the Initial Closing Period because the FCC has failed to grant the FCC Order or the waiting period (including any extensions) under the HSR Act applicable to the transactions contemplated by this Agreement has not expired or been paid in full terminated, and (B) such failure of the FCC, or such failure of such waiting period (including any extensions) to Sellerexpire or be terminated, is the result of facts relating to Buyer or its Affiliates, including, but not limited to, the facts disclosed on SCHEDULE 4.7; or and (ii) Daravita Limited’s obligation By an additional One Million Dollars ($1,000,000) upon expiration of each consecutive 30-day period following the Initial Closing Period (up to supply Second Generation Replacement Product at a maximum of four (4) such 30-day periods) if, and only if, (A) Closing has not occurred prior to expiration of such 30-day period because the Discounted Supply Price FCC has failed to grant the FCC Order or the waiting period (as defined including any extensions) under the HSR Act applicable to the transactions contemplated by this Agreement has not expired or terminated, and (B) such failure of the FCC, or such failure of such waiting period (including any extensions) to expire or be terminated, is the result of facts relating to Buyer or its Affiliates, including, but not limited to, the facts disclosed on SCHEDULE 4.7; provided, however, that the aggregate increase in the Second Generation Supply AgreementPurchase Price under this SECTION 2.5(C) pursuant to Section 16.2.1 of the Second Generation Supply Agreement terminatesshall in no event exceed Five Million Dollars ($5,000,000).

Purchase Price. (a) In consideration The purchase price for the Purchased Assets and Seller’s performance of the conveyances contemplated under Section 2.1its obligations hereunder shall be, Purchaser shall collectively, as follows: i. an upfront payment of Three Hundred and Fifty Thousand Dollars (a) pay to Seller (i) on $350,000), payable in full at the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”), by wire transfer of in immediately available funds to the such account as expressly designated by Seller by notice in writing (the “Upfront Cash Payment”); ii. the issuance to Purchaser at least three Seller of 634,910 restricted shares of common stock of Buyer, which number of restricted shares of common stock represent no less than seven and one-half percent (37.5%) of the issued and outstanding common stock of Buyer, on a fully diluted basis, as of the Closing (rounded up to the nearest whole number of shares) (the “Upfront Stock Payment”); iii. a deferred payment of Five Hundred Thousand Dollars ($500,000), payable in full within five (5) Business Days prior to the Closing Date; (ii) the Milestone Payment(s), as and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent, at the Closing, $3,000,000 in cash following receipt of FDA Approval (the “Initial Escrow AmountMilestone Event”), by wire transfer of ) in immediately available funds. The Escrow Fund shall be held, administered and distributed funds to such account as expressly designated by Seller in accordance with Section 2.4 and the terms of the Escrow Agreement. (b) In addition to the Purchased Product Inventory Value and subject to the last sentence of this Section 2.3.1(b), Purchaser shall pay Seller the difference writing (the “DifferenceDeferred Cash Payment”) between ); iv. the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) issuance to Seller within five (5) Business Days of each payment by Purchaser the occurrence of the Milestone Event of such aggregate number of restricted shares of common stock of Buyer (rounded up to Daravita Limited for quantities the nearest whole number of Second Generation Replacement Product shares of) representing no less than two and one-half percent (2.5%) of the issued and outstanding common stock of Buyer as defined of the date of such Milestone Event (the “Deferred Stock Payment”); and v. in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] event of Notional NSP (as set forth on Section 2.3.1 any sublicensing, sale, transfer, assignment, exclusive license or similar arrangement or transaction, whether or not resulting in a change of control of Buyer, by Buyer or any of its Affiliates or successors or assigns of any of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement rights acquired by Buyer hereunder with respect to the Compounds, the Assigned License Agreement and/or the Assigned Intellectual Property (any of the preceding, an “Additional Payment Event”), an amount equal to no less than ten percent (10%) of any consideration received by Buyer or any of its Affiliates or successor or assigns in connection with any such Second Generation Replacement Product until either Additional Payment Event (ithe “Deferred Sublicensing Consideration”, and collectively with the Deferred Stock Payment and the Deferred Cash Payment, the “Deferred Total Payment”; and all of the foregoing collectively with the Upfront Cash Payment, and Upfront Stock Payment, the “Purchase Price”). Notwithstanding the foregoing, Seller shall not be entitled to any further Deferred Sublicensing Consideration from and after the later of the (A) occurrence of the DifferenceMilestone Event, if any, has been paid in full to Seller; or (iiB) Daravita Limited’s obligation to supply Second Generation Replacement Product at the Discounted Supply Price three (as defined in the Second Generation Supply Agreement3) pursuant to Section 16.2.1 year anniversary of the Second Generation Supply Agreement terminatesClosing Date.

Purchase Price. (a) In consideration of the conveyances contemplated under Section 2.1, Purchaser shall (a) pay Subject to Seller (i) on the Closing Date an amount equal to the sum of (A) $27,000,000; (B) the Stock Consideration; (C) the Promissory Note; and (D) the Purchased Product Inventory Value (collectively, the “Closing Payment”Sections 1.2(b), by wire transfer of immediately available funds to the account designated by Seller by notice to Purchaser at least three (3) Business Days prior to the Closing Date; (ii) the Milestone Payment(s)1.4, as 5.10, and to the extent provided in Section 2.3.2; and (iii) the Difference as set forth in Section 2.3.1(b) below and (b) deliver to the Escrow Agent6.2, at the Closing, $3,000,000 in cash (the “Initial Escrow Amount”)Buyer shall issue to the Sellers, by wire transfer of immediately available funds. The Escrow Fund shall be held, administered and distributed in accordance with Section 2.4 and 1.2(b), new shares of its common stock, par value US$0.001 per share (“Buyer Common Stock”), in such numbers (rounded to the terms nearest whole number) as set forth in the table below corresponding to the different average closing stock prices of the Escrow Agreement.Buyer Common Stock for the twenty (20) trading days immediately preceding the Closing as reported by the Over the Counter Bulletin Board (the “Average Acquisition Share Price” or “AASP”) (such Buyer Common Stock, in each case, the “Buyer Shares”). The Buyer Shares shall also sometimes be referred to in the aggregate as the “Purchase Price”. AASP < US$1.00 14,000,000 AASP > US$2.00 7,000,000 US$1.00 < AASP <US$2.00 14,000,000 ÷ AASP (b) In addition At or promptly following the Closing Date, the Buyer shall deliver to each Seller the Buyer Shares, minus twenty five percent (25%) thereof (the “Holdback Shares”), multiplied by the applicable Proportionate Interest for such Seller; provided that the Buyer Shares received by each Seller shall be subject to restrictions on transfer, under which each one third (1/3) of such Buyer Shares shall, subject to relevant securities law restrictions, become fully transferable on each of the first three (3) anniversaries of the Closing Date, so long as such Seller remains employed by or in a consulting relationship with the Company and/or the Target, as applicable, on such anniversary date. Subject to the Purchased Product Inventory Value transfer limitations in the proviso immediately above, the Sellers may sell a total of up to such dollar amounts worth of Buyer Shares and during the time periods as set forth below in reliance on the exemption(s) provided by Regulation S (“Regulation S”) promulgated by the United States Securities and Exchange Commission under the United States Securities Act of 1933, as amended (the “Securities Act”), in an “offshore transaction” to prospective buyer(s) that are not “U.S. persons” with “no directed selling efforts in the United States,” in each case within the meaning of Regulation S; provided that such Sellers shall provide a fifteen (15) days’ advance notice to the Buyer and may not effect the sale of such Buyer Shares if the Buyer reasonably determines that the ownership of Buyer Shares by such prospective buyer(s) would raise competitive concerns or otherwise be adverse to the business or other interests of the Buyer or any of its Affiliates or is otherwise not in compliance with Regulation S. The parties hereto agree that any such sales will be conducted in full compliance with applicable laws and regulations to which they are subject. (c) The Holdback Shares shall be released to the Sellers at the second anniversary of the Closing (such two-year period, the “Holdback Period”), provided however, that the number of Holdback Shares to be released are subject to holdback for any Enumerated Claims and other claims for compensation of Damages pursuant to Article 6 that are outstanding at the time any portion of the Holdback Shares is scheduled to be released. (d) The Buyer and the Company agree that, as an incentive to the Sellers to maximize the strategic value and profitability of the Target, following the Closing, the Company shall issue redeemable preference shares of no par value (the “Preference Shares”) to the Sellers entitling the Sellers collectively to receive from the Company priority distributions on an annual basis equal to thirty percent (30%) of the net profits of the Target distributable to the Company for any fiscal year (the “Priority Payments”), so long as Messrs. Ming-Xxxx Xxxxx and Ming-Xxx Xxxxx remain employed by or in a consulting relationship with the Company and/or the Target on the last date of the corresponding fiscal year; provided that the obligation to make any Priority Payments is subject to the last sentence availability of funds to make such payments. For the sake of clarity, the Buyer shall in no circumstance be obligated to make any Priority Payments. Notwithstanding any other provisions of this Section 2.3.1(b)Agreement, Purchaser the Sellers’ right to Priority Payments shall pay Seller terminate, the difference (Preference Shares shall be redeemed by the “Difference”) between Company and their right to receive any distributions from the Purchased Product Inventory Value and the Final Product Inventory Value determined in accordance with Section 2.3.3 in installments (the “Installments”) within five (5) Business Days of each payment by Purchaser Company shall be limited to Daravita Limited for quantities of Second Generation Replacement Product (as defined their actual percentage common shareholdings in the Second Generation Supply Agreement). Each Installment shall be equal to the difference between [***] of Notional NSP (as set forth on Section 2.3.1 of the Seller Disclosure Schedule) for such Second Generation Replacement Product and the corresponding amounts due and payable to Daravita Limited under the Second Generation Supply Agreement with respect to such Second Generation Replacement Product until either Company (i) in the Difference, if any, has been paid in full to Seller; event of the sale or liquidation of the Target or the Company or (ii) Daravita Limited’s obligation to supply Second Generation Replacement Product at if the Discounted Supply Price (as defined Sellers’ collective common shareholdings in the Second Generation Supply AgreementCompany fall below five percent (5%) pursuant for any reason. The Preference Shares shall not carry voting or any other shareholder rights whatsoever to Section 16.2.1 of the Second Generation Supply Agreement terminatesextent not prohibited by applicable Samoan law.