Common use of The Purchase Price Clause in Contracts

The Purchase Price. Subject to and upon the terms and conditions of this Agreement, in consideration for the aforesaid sale, conveyance, assignment, transfer and delivery of the Shares at the Closing, Purchaser Parent shall: (a) pay to Sellers cash in the amount of Six Million Dollars ($6,000,000.00) (the "Cash Purchase Price"), which Cash Purchase Price shall be paid by Purchaser Parent to Sellers at the Closing (in the amount set forth next to such Seller's name on Exhibit A attached hereto) by wire transfer of immediately available funds to such account as Sellers shall, not less than one (1) business day prior to the Closing Date (as defined below), designate in writing to Purchaser; (b) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $525,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist of the Cash Purchase Price, the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiation.

The Purchase Price. Subject 3.1.1 The Purchaser shall pay at Completion the Pro-Rata Completion Amount allocated in the following order of priority: (A) to and upon Abengoa Water: (1) the consideration for the transfer of the Company/Abengoa Water Shareholder Loan, including any accrued but unpaid interest as of this date, which shall be an amount up to USD[***] plus the interest accrued up to Completion Date in accordance with its terms and conditions (if applicable, subject to adjustment pursuant to the proviso to this Clause 3.1.1 and Clauses 3.3 and 3.4, the "Debt Transfer Amount"); (2) the settlement of the Intra-Group Net Balance (to be satisfied in USD where if the relevant currency applicable to them is not USD, an amount converted in USD which shall be determined by reference to the applicable official exchange rate published by the European Central Bank at 10:00am CET on the Business Day before the Completion Date), including any accrued but unpaid interest (if applicable, subject to adjustment pursuant to the proviso to this AgreementClause 3.1.1 and Clauses 3.3 and 3.4, in the "Debt Settlement Amount"); (B) to the Seller: the consideration for the aforesaid sale, conveyance, assignment, transfer and delivery purchase of the Shares at Shares, which shall be the ClosingPro-Rata Completion Amount minus the amounts in (A) above, Purchaser Parent shallprovided that if following determination of the Pro-Rata Completion Amount: (1) the Pro-Rata Completion Amount is not sufficient to pay both the full Debt Settlement Amount contemplated by Clause 3.1.1(B) and the full Debt Transfer Amount contemplated by Clause 3.1.1(A), then: (a) pay to Sellers cash the allocation for the consideration for the purchase of the Shares in the amount of Six Million Dollars ($6,000,000.00Clause 3.1.1(B) (the "Cash Purchase Price"), which Cash Purchase Price shall be paid by Purchaser Parent to Sellers at the Closing (in the amount set forth next to such Seller's name on Exhibit A attached hereto) by wire transfer of immediately available funds to such account as Sellers shall, not less than one (1) business day prior to the Closing Date (as defined below), designate in writing to Purchaser;USD1.00; and (b) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in allocation for the aggregate principal amount of $525,000.00, each in Debt Settlement Amount shall be the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially Pro-Rata Completion Amount less the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes")full Debt Transfer Amount less USD1.00; and (c) deliver the allocation for the Debt Transfer Amount shall be the full Debt Transfer Amount; or (2) the Pro-Rata Completion Amount is not sufficient to Sellers three promissory notes (or such other consideration mutually agreeable to pay the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"full Debt Transfer Amount contemplated by Clause 3.1.1(A), which Notes shall not be transferable to any third party without then: (a) the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except allocation for transfers to affiliates of Parent. The "Purchase Price" shall consist of the Cash Purchase Price, consideration for the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value purchase of the Shares at in Clause 3.1.1(B) shall be USD1.00; and (b) the time of Closing allocation for the Debt Settlement Amount shall USD1.00; and (c) the allocation for the Debt Transfer Amount shall be the Pro-Rata Completion Amount less USD2.00. 3.1.2 If Completion occurs, the Pro-Rata Adjustment Amount (if any) shall be calculated after the Completion Date and paid in accordance with Clause 3.3.2 below. 3.1.3 After Completion the Purchaser shall pay the Deferred Payment Amounts to the Seller as determined as a result of arm's length negotiationfollows: (1) the O&M Termination Payment Amount, in accordance with and subject to Clause 7.6 below; (2) the GWCL Invoices Deferred Payment Amount, in accordance with and subject to Clause 7.7 below; and (3) the Performance Deferred Payment Amount, in accordance with and subject to Clause 7.8 below.

The Purchase Price. Subject to and upon the terms and conditions of this Agreement, in consideration for the aforesaid sale, conveyance, assignment, transfer and delivery of the Shares at the Closing, Purchaser Parent shall: (a) pay to Sellers The purchase price for the Purchased Assets shall be (i) $4,000,000 in cash in the amount of Six Million Dollars ($6,000,000.00) (the "Cash Cash"), (ii) the aggregate of $60,000,000 face amount of Buyer's Series B 8% PIK Cumulative Preferred Stock, $.01 par value ( the "Series B Preferred Stock") and (iii) 165,746 shares of Buyer's Class A Common Stock, $.01 par value (the "Class A Common Stock") ((i), (ii) and (iii), collectively comprise the "Purchase Price") plus assumption (as of the Closing) of the Assumed Liabilities, as provided in Section 1.2(b), which Cash Purchase Price subject to the adjustments set forth in Section 1.3 and shall be paid by Purchaser Parent to Sellers at the Closing (payable in the amount manner set forth next to such Seller's name on Exhibit A attached hereto) by wire transfer of immediately available funds to such account as Sellers shall, not less than one (1) business day prior to the Closing Date (as defined below), designate in writing to Purchaser;Section 2. (b) deliver to Sellers three promissory notes As of the Closing, Buyer shall assume and thereafter pay, perform and discharge when due, only the Assumed Liabilities. The Assumed Liabilities (other than the Pre-Closing Liabilities) specifically exclude all past due amounts and all other payment obligations (including, without limitation, any amounts payable as a result of a breach) however incurred, arising from any action or such other consideration mutually agreeable omission prior to the partiesClosing. Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for, any and all Liabilities of Seller, including, without limitation, any Indemnified Taxes, other than the Assumed Liabilities. (c) Further, Buyer shall have the option to acquire, irrespective of whether such assets are used in the aggregate principal amount Business, and, subject to (i) the assumption of $525,000.00all associated Liabilities arising after the Closing, each in the amount set forth next to such and (ii) Seller's name on Exhibit A attached hereto obtaining all required consents to their transfer: (A) that certain programming agreement dated May 12, 1995 between Maxtel Cablevision and American Telecasting of Denver, Inc., (B) vehicles located in substantially any Relevant Market and the form attached hereto corresponding leases, if any, (C) leases of (1) head-end sites, (2) microwave transmission, repeater and receiver sites, (3) office space, (4) storage space and (5) security deposits relating to the leases, (D) all contracts and arrangements necessary for the provision of local and long distance telephone service as Exhibit D currently provided to Billable Phone Subscribers, including, without limitation, local loop (each a "36 Month Note" T- 1) transport circuits, local dialtone, E911, operator services and telephone listings (collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "NotesTelephone Agreements"), which Notes shall not be transferable to any (E) existing agreements for the provision by third party without the prior written consent providers of Purchaser Parent (which shall not be unreasonably withheld), except for transfers video signal feed to affiliates of Parent. The "Purchase Price" shall consist certain of the Cash Purchase PriceRelevant Properties, the principal amount of the 36 Month Notes including, but not limited to, those properties identified on Schedule 1.2(C) and the principal amount of the 12 Month Notes(F) existing broadcaster retransmission consent agreements for those Relevant Markets indicated as "New Markets" on Schedule 9.4. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiation.Twenty

The Purchase Price. Subject to and upon the terms and conditions of this Agreement, in In consideration for the aforesaid sale, conveyance, assignment, transfer and delivery of the Shares at transfer to Purchaser of the ClosingAssets and the undertakings of the Seller Shareholders, and subject to adjustment as provided below, Purchaser Parent shall: shall pay (aand DPS shall cause Purchaser to pay) pay to Sellers cash in the amount of Forty-Six Million Dollars ($6,000,000.0046,000,000) (the "Cash Purchase PricePURCHASE PRICE"), which Cash as follows: (i) Thirty-Nine Million Eight Hundred Twenty Thousand Dollars ($39,820,000) shall be paid to the individual Sellers in the amounts set forth on Schedule 1.3(a) by wire transfer at the Closing, and (ii) Six Million One Hundred Eighty Thousand Dollars ($6,180,000) shall be delivered into escrow (together, the "CASH") to be held pursuant to the escrow agreement in the form of EXHIBIT A (the "ESCROW AGREEMENT"). The foregoing form of payment of the Purchase Price is predicated on the presumption that DPS shall be merged with Key Energy Group, Inc., a Maryland corporation ("KEY"), or its wholly owned subsidiary (the "MERGER"). If, at the time of the Closing, Key has not completed the Merger, or, in the reasonable judgment of Purchaser, it is unlikely that the Merger will be completed, then Purchaser shall have the right to pay Eleven Million Dollars ($11,000,000) of the Purchaser Price by delivering 880,000 shares of unregistered common stock, $0.01 par value per share, of DPS in the names and in the amounts set forth on Schedule 1.3(a) (the "SHARES"). The Shares shall be subject to a Registration Rights Agreement in the form of EXHIBIT B (the "REGISTRATION RIGHTS AGREEMENT"). Notwithstanding the foregoing, the Purchase Price shall be paid reduced (by Purchaser Parent a reduction in the amount wire transferred to the Sellers at the Closing Closing) by the amount, if any, (i) determined in accordance with Section 1.5 of this Agreement and (ii) by the amount set forth next to such Seller's name of accrued vacation shown on Exhibit A attached hereto) by wire transfer of immediately available funds to such account as Sellers shallSCHEDULE 3.1(U). In addition, not less than one (1) business day prior to the Purchaser Price shall be adjusted after the Closing Date (as defined belowin accordance with Sections 1.3(b) and 1.3(c), designate in writing to Purchaser; (b) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $525,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist of the Cash Purchase Price, the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiation.

The Purchase Price. Subject for each purchase of Receivables (other than Initial Contributed Receivables) and Related Security from any Seller will be payable in full by the Buyer to such Seller on its date of sale or deemed sale in accordance with Section 1.2(b) (except that the Buyer may, with respect to any such purchase, offset against such Purchase Price any amounts due and upon owing from such Seller to the terms Buyer hereunder), and conditions of this Agreement, shall be paid to such Seller in consideration for the aforesaid sale, conveyance, assignment, transfer and delivery one or both of the Shares at the Closing, Purchaser Parent shallfollowing manners: (a) pay to Sellers cash in the amount of Six Million Dollars ($6,000,000.00) (the "Cash Purchase Price"), which Cash Purchase Price shall be paid by Purchaser Parent to Sellers at the Closing (in the amount set forth next to such Seller's name on Exhibit A attached heretoi) by wire transfer delivery of immediately available funds to such account as Sellers shallfunds, not less than one (1) business day prior to the Closing Date extent of the Buyer's Available Funds; and (as defined belowii) solely to the extent such Available Funds are insufficient to pay the full amount of Purchase Price then due and owing, by delivery of a Subordinated Note made by the Buyer to the applicable Seller (and making a notation of a Subordinated Loan thereunder), designate in writing to Purchaser; (b) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in so long as the aggregate principal amount of $525,000.00Subordinated Loans outstanding at any one time under such Subordinated Notes does not exceed the lesser of (A) the aggregate remaining unpaid portion of such Purchase Price, and (B) the maximum Subordinated Loan that could be borrowed without rendering the Buyer's Net Worth less than the Required Capital Amount. (b) ....Subject to the limitations set forth in Section 1.3(a)(ii), each in of the amount set forth next Sellers irrevocably agrees to advance each Subordinated Loan requested by the Buyer on or prior to such Seller's name on Exhibit A attached hereto Sale Termination Date. The Subordinated Loans owing to each Seller will be evidenced by, and shall be payable in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together accordance with the 36 Month Notesterms and provisions, the "Notes"), which Notes of its Subordinated Note and shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist of the Cash Purchase Price, the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares payable solely from Available Funds at the time of Closing each such payment. Each Seller is hereby authorized by the Buyer to endorse on the schedule attached to its Subordinated Note an appropriate notation evidencing the date and amount of each Subordinated Loan thereunder, as determined well as a result the date of arm's length negotiationeach payment with respect thereto, provided that the failure to make such notation shall not affect any obligation of the Buyer thereunder.

The Purchase Price. Subject to and upon (a) The aggregate purchase price for (i) the terms and conditions sale of the Property contemplated by this Agreement, in consideration for the aforesaid sale, conveyance, assignment, transfer (ii) Seller's and Seller's Affiliated Entities' (as hereafter defined) execution and delivery of the Shares at ROFR Agreement (as hereinafter defined) pursuant to SECTION 9(H) and (iii) execution and delivery of the Closing, Purchaser Parent shall: Non-Competition Agreement (aas hereinafter defined) pay pursuant to Sellers cash in the amount of Six SECTION 9(G) is Thirty-Seven Million Two Hundred Fifty Thousand Dollars ($6,000,000.0037,250,000) (the "Cash PURCHASE PRICE"). The Purchase PricePrice shall be comprised of (A) Twenty-Two Million Five Hundred Thousand Dollars ($22,500,000) in immediately available funds, and (B) an unsecured, subordinated demand note in the original principal amount of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000) (the "NOTE"), which Cash Note (x) shall bear interest at seven and one-half percent (7 1/2%) percent per annum, and (y) shall be payablE in full to Seller no later than sixty (60) days following Purchaser's receipt from Seller of Seller's written demand for such payment in full in accordance with the terms of the Note. The Purchase Price shall be allocated to Purchaser's acquisition of the Property, the ROFR Agreement, and the Non-Competition Agreement, collectively. (b) The Purchase Price shall be paid to Seller by Purchaser Parent as follows: Upon execution of this Agreement, Purchaser has paid $10 to Sellers at Seller. On or prior to the Closing Date, Purchaser shall deposit into escrow (the "ESCROW") with Xxxxxxx Title Company ("ESCROW HOLDER") Three Million Dollars ($3,000,000) (this deposit, together with any interest earned thereon, the "DEPOSIT") with the Escrow Holder pursuant to this Agreement. The Deposit paid by Purchaser pursuant to the terms hereof shall be deposited in a trust account in escrow with Escrow Holder to be held in interest-bearing obligations of the United States Government, in an institutional savings account, or in such other investments as Purchaser may by written instrument direct. In the event the purchase and sale of the Property is consummated as contemplated hereunder, the Deposit shall be paid to Seller and credited against the Purchase Price. In the event the purchase and sale of the Property is not consummated because of the failure of any Condition Precedent (as hereinafter defined) or any other reason except for a default under this Agreement solely on the part of Purchaser, the Deposit shall be immediately refunded to Purchaser. In the event the purchase and sale of the Property is not consummated because of a default under this Agreement solely on the part of Purchaser, the Deposit shall be paid to and retained by Seller pursuant to SECTION 17(B). (c) Seller shall be entitled, at its option, to seek refunds from the City of Xxxxxxxxx, Nevada (the "CITY") of any refundable deposits ("REFUNDABLE DEPOSITS") made with the City by Seller with respect to Seller's previous planned development and use of the Property. In such event, Seller shall deliver to Purchaser, in writing not less than ten (10) days in advance of any request for refund from the City, a detailed list of which such Refundable Deposits Seller will seek to have refunded ("SELLER SOUGHT REFUNDS"). In the event that Purchaser, at its option, informs Seller in writing that Purchaser would prefer that any of such Seller Sought Refunds remain with the City and instead be assigned to and for the benefit of Purchaser, Seller shall promptly terminate any efforts to receive refunds of such Seller Sought Refunds, and Seller shall receive a credit to the Purchase Price at Closing in the aggregate amount set forth next of such Seller Sought Refunds. (d) The balance of the Purchase Price over and above the amounts paid by or credited to such Seller's name on Exhibit A attached hereto) Purchaser pursuant to this SECTION 3 above shall be paid to Seller by wire transfer of immediately available funds to such account as Sellers shall, not less than one (1) business day prior to the Closing Date (as defined below), designate in writing to Purchaser; (b) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $525,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist of the Cash Purchase Price, the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time Closing, net of Closing all prorations and adjustments as determined as a result of arm's length negotiationprovided herein.

The Purchase Price. Subject (a) On the terms and subject to the conditions set forth in this Agreement, in exchange for the Units the Purchaser shall pay to Seller the aggregate purchase price of Seven Hundred and upon Fifty Seven Million Dollars ($757,000,000.00) (the “Purchase Price”) at the Closing. The Purchase Price shall be subject to adjustment at and after Closing in accordance with Section 2.4 and Section 2.5. The Purchase Price shall be payable at the Closing as follows: (i) The Purchaser shall deliver the sum of twenty million dollars ($20,000,000.00) (the “Escrow Amount”) to the Escrow Agent pursuant to the terms and conditions of this Agreement, in consideration for Section 2.6; (ii) The Purchaser shall pay the aforesaid sale, conveyance, assignment, transfer and delivery outstanding balances of the Shares at Indebtedness as set forth on Schedule 2.3.(a)(ii), to be updated with written payoff statements from the Closing, Purchaser Parent shall:holders of the Indebtedness calculated as of the Closing Date; (aiii) The Purchaser will pay Xxxxxx Minerals, LLC the sum of $7,000,000.00 (iv) The Purchaser shall pay to Sellers the Seller the balance of the Purchase Price (being the Purchase Price less (i) the Escrow Amount, (ii) the Indebtedness, and (iii) the $7,000,000 payment to Xxxxxx Minerals, LLC and then increased or decreased for any Estimated Adjustment Amount pursuant to Section 2.4(g) in cash in the amount of Six Million Dollars ($6,000,000.00) (the "“Closing Cash Purchase Price"Consideration”), which Cash Purchase Price shall be paid by Purchaser Parent to Sellers at the Closing (in the amount set forth next to such Seller's name on Exhibit A attached hereto) by wire transfer of immediately available funds United States funds, distributed in accordance with Schedule 2.3(a)(iv), to such an account as Sellers shall, not less than one or accounts designated by the Seller in written instructions given to the Purchaser at least two (12) business day Business Days prior to the Closing Date (as defined below), designate in writing to Purchaser;Closing; and (b) deliver to Sellers three promissory notes (or such other consideration mutually agreeable As promptly as practicable following the execution and delivery of this Agreement, and in any case prior to the partiesClosing, Purchaser and Seller shall use reasonable efforts to jointly prepare an initial tax allocation statement (the “Initial Tax Allocation Statement”) to reflect the allocation of the Purchase Price (and all other capitalizable costs) among the assets for purposes of Section 1060 of the Code as of the date of the Closing. Within 120 days after the Closing in compliance with Section 1060 of the Code and the regulations promulgated thereunder and consistent with the Initial Tax Allocation Statement, the Seller and Purchaser shall use reasonable efforts to jointly prepare or jointly cause to be prepared a statement (the “Tax Allocation Statement”) allocating the Purchase Price (and all other capitalized costs) among such assets. Assuming that the Seller and Purchaser agree on the Tax Allocation Statement, each of Purchaser and Seller shall (i) timely file all forms and Tax Returns required to be filed in connection with such Tax Allocation Statement, (ii) be bound by such allocation for purposes of determining Taxes, (iii) prepare and file, and cause its Affiliates to prepare and file, its Tax Returns on a basis consistent with such allocation and (iv) take no position, and cause its Affiliates to take no position, inconsistent with such allocation on any applicable Tax Return or in any audit or proceeding before any Tax authority. Seller and Purchaser agree to adjust the Tax Allocation Statement to reflect adjustments to the Final Purchase Price determined pursuant to Section 2.5. In the event that the allocation set forth on the Tax Allocation Statement is disputed by any Tax authority, the party receiving notice of such dispute shall promptly notify the other parties hereto concerning the existence and resolution of such dispute. If the Parties cannot agree on the Tax Allocation Statement within the 120 day period the issue(s) in dispute will be submitted to the aggregate principal amount Auditor for resolution. The determination of $525,000.00, each in the amount Auditor shall be set forth next to such Seller's name on Exhibit A attached hereto in substantially a written notice delivered, as promptly as practicable after the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (cissue(s) deliver to Sellers three promissory notes (or such other consideration mutually agreeable in dispute have been submitted to the Auditor, to the Purchaser and the Seller by the Auditor and will be final, binding and conclusive on the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" Purchaser and the Seller shall consist each bear fifty percent (50%) of the Cash Purchase Price, the principal amount fees and expenses of the 36 Month Notes Auditor for such determination. The Purchaser and the principal amount of Seller will use all reasonable efforts to cause the 12 Month Notes. PurchaserAuditor to render its decision as promptly as practicable, Purchaser Parent including without limitation by promptly complying with all reasonable requests by the Auditor for information, books, records and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiationsimilar items.

The Purchase Price. Subject to and upon the terms and conditions of this Agreement, in consideration for the aforesaid sale, conveyance, assignment, transfer and delivery of the Shares at the Closing, Purchaser Parent shall: (a) pay Subject to Sellers cash increase in accordance with Section 16, the amount of aggregate ---------- purchase price for the Properties is Forty Three Million Six Million Hundred Eighteen Thousand Dollars ($6,000,000.0043,618,000.00) (the "Cash Purchase PricePURCHASE PRICE"), which Cash . Seller and Purchaser agree that the Purchase Price is allocated among the Properties in accordance with Exhibit D attached hereto (each allocated purchase price is referred to in --------- this Agreement as an "ALLOCATED PURCHASE PRICE"). The Purchase Price shall be paid to Seller by Purchaser Parent to Sellers at by the Closing (in the amount set forth next to such Seller's name on Exhibit A attached heretoas hereinafter defined) by wire transfer of immediately available funds to such account as Sellers shall, not less than one (1) business day prior to the Closing Date (as defined below), designate in writing to Purchaser;follows: (b) Within two (2) Business Days after the execution of this Agreement by Seller and Purchaser, Purchaser shall deliver to Sellers three promissory notes First American Title Company (or such other consideration mutually agreeable "ESCROW COMPANY") a deposit equal to Ten Million Dollars ($10,000,000) (the "DEPOSIT"). If Purchaser fails to timely deliver the Deposit, Purchaser shall be in breach of this Agreement and Seller shall be entitled to terminate this Agreement and shall be entitled to liquidated damages pursuant to Section 19(b). Escrow Company shall deposit One Million Dollars ($1,000,000) of ------------- the Deposit (the "LIQUIDATED DAMAGES DEPOSIT") into an interest bearing deposit account established in the name of Seller (the "LIQUIDATED DAMAGES DEPOSIT ACCOUNT") and the remaining Nine Million Dollars ($9,000,000) of the Deposit (the "ADVANCE DEPOSIT") into an interest bearing account established in the name of Purchaser and selected by Purchaser to be credited to the parties) Purchase Price (the "ADVANCE DEPOSIT ACCOUNT"). As used herein, the "DEPOSIT" means the Deposit plus any interest actually earned thereon and held in the aggregate principal amount of $525,000.00Liquidated Damages Deposit Account or the Advance Deposit Account, each as the case may be, at the relevant time. Seller and Purchaser agree that the Deposit shall be allocated among the Properties, in the amount set forth next same proportion that the Allocated Purchase Price for each property bears to such Seller's name on Exhibit A attached hereto the aggregate Purchase Price and in substantially the form attached hereto as accordance with Exhibit D (each a "36 Month Note" and collectively, such allocated portion of the Deposit being the "36 Month NotesALLOCATED DEPOSIT"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable . --------- Provided that Purchaser has not terminated the Agreement in the manner specified in Section 5 prior to the partiesexpiration of the Due Diligence Period, Escrow Company --------- shall immediately release One Million Dollars ($1,000,000.00) in from the aggregate principal amount Liquidated Damages Deposit Account to Seller upon the expiration of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party Due Diligence Period without the prior written need for authorization or consent of Purchaser. Upon written notice to the Escrow Holder and Seller, Purchaser Parent shall be entitled to receive periodically (which shall but not be unreasonably withheld)more frequently than once per week) from the Liquidated Damages Deposit Account or the Advance Deposit Account, except for transfers to affiliates of Parent. The "Purchase Price" shall consist of as the Cash Purchase Pricecase may be, interest actually paid on the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiationDeposit held therein.

The Purchase Price. Subject to and upon the terms and conditions of this Agreement, in consideration for the aforesaid sale, conveyance, assignment, transfer and delivery of the Shares at the Closing, Purchaser Parent shall: (a) pay to Sellers cash in the amount of Six Million Dollars ($6,000,000.00) (the "Cash Purchase Price"), which Cash 6.1 The Purchase Price shall be paid determined as follows: (i) In the case of a proposed sale or transfer under Section 4 to a third party in a bona fide transaction for fair value payable in cash or the equivalent currently or in future installments, the Purchase Price for such Shares shall be the value offered by Purchaser Parent such third party payable upon substantially similar terms, provided, however, that the Company may elect to Sellers at pay the Closing (Purchase Price in installments, in which case payment shall be made in accordance with Section 5.4 above in the amount set forth next event that such third party offers to such Seller's name on Exhibit A attached heretopurchase Shares for cash. (ii) by wire transfer In the case of immediately available funds to such account as Sellers shallthe death of a Founder, not less than one (1) business day prior the Purchase Price shall be equal to the Closing Date (as defined below), designate in writing to Purchaser; (b) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to fair market value of the parties) in the aggregate principal amount of $525,000.00, each in the amount set forth next to such Sellerdeceased Founder's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (Shares which shall not be unreasonably withheld), except for transfers to affiliates of Parentdetermined by appraisal. The "Purchase Price" shall consist Company, on the one hand, and the estate of the Cash Purchase Pricedeceased Founder, on the principal amount other hand, shall mutually agree on an appraiser and, if they shall fail to agree within twenty (20) days of the 36 Month Notes and the principal amount death of the 12 Month NotesFounder, then they each shall select their own independent appraiser and those two (2) appraisers shall select a third appraiser. PurchaserThe appraiser or the appraisers, Purchaser Parent and Sellers each acknowledge that as the above case may be, shall be instructed to deliver his, her or their determination of the Purchase Price will represent within thirty (30) days of the date of his, her or their selection. The appraiser(s) shall be instructed to take into account all relevant factors in making his, her or their determination of the fair market value of the Shares at of the time deceased Founder, such as, but not limited to, the percentage interest held by the deceased Founder, the lack of Closing as a public market for the Shares and the impact on the business resulting from the death of the Founder. If a single appraiser is used, the Company, on the one hand, and the estate of the deceased Founder, on the other hand, shall share equally the costs of such appraiser. If three (3) appraisers are used, then each party shall bear the costs of the appraiser selected by such party and shall share equally the costs of the third appraiser. (iii) In all other cases, including without limitation a proposed transfer or other disposition not constituting a sale described in subsection 6.1(i), the Purchase Price per share shall be determined as a result in accordance with the formula and method set forth in Section 11.2 of armthis Agreement provided, however, that the "Determination Date" shall be the date on which the event giving rise to the Company's length negotiationpurchase option occurred.

The Purchase Price. (a) Subject to and upon the terms and conditions of this Agreement, in consideration for of the aforesaid sale, conveyance, assignment, transfer and delivery to Purchaser of the Shares at Targeted Businesses and the ClosingTarget Assets, Purchaser Parent shall: (a) pay to Sellers cash in the amount of Six Million Dollars ($6,000,000.00) (the "Cash Purchase Price"), which Cash Purchase Price shall be paid by Purchaser Parent to Sellers at the Closing (or as otherwise indicated) (i) Purchaser shall (u) pay to Sylvan an amount of cash equal to the Cash Amount, (v) pay to Ventures an amount equal to $10,000,000; (w) deliver to Sylvan the Xxxxxx Note; (x) deliver to Sylvan a promissory note in a form agreed to by the parties prior to Closing and containing the terms substantially consistent with those set forth on Exhibit B (subject to such changes therein as may be required to obtain Financing) in the principal amount set forth next of $55,000,000, dated as of the Closing Date, duly executed by Holdings (the "SELLER NOTE") (y) assume those liabilities (and only those liabilities) of the Sellers related to such Seller's name on Exhibit A attached heretothe Targeted Businesses pursuant to Section 1.2(b) by wire transfer below, and (z) agree to pay to Sylvan as and when provided herein, the Deferred Purchase Price; and (ii) Parent shall deliver the Convertible Debentures with a principal amount equal to the Debenture Amount, ((i) and (ii) collectively referred to herein as, the "PURCHASE PRICE"). (b) Subject to the terms and conditions of immediately available funds this Agreement, simultaneously with the sale, assignment, transfer, conveyance and delivery to such account as Purchaser of the Target Assets, Purchaser shall assume the following liabilities and obligations of the Sellers shallthat relate to the Targeted Businesses and the Target Assets (collectively, not less than one the "ASSUMED LIABILITIES"): (1i) business day all trade accounts payable of the Targeted Businesses arising in the ordinary course of business; (ii) all liabilities and obligations arising from and after the Closing Date relating to the ownership or operation of the Target Assets from and after the Closing Date, including, without limitation, the commercial performance under the Leases and the contracts and agreements of the Targeted Businesses in accordance with their respective terms that are assigned to Purchaser pursuant to this Agreement; PROVIDED, HOWEVER, that the parties acknowledge that the liabilities and obligations relating to the ownership or operation of the Target Assets arising prior to the Closing Date (or as defined below), designate in writing a result of action or inaction prior to Purchaserthe Closing Date shall be retained by the Sellers; (biii) deliver to all liabilities and obligations of the Sellers three promissory notes listed on Part 1.2(b) of the Disclosure Schedule; (iv) all liabilities and obligations under applicable Laws arising from and after the Closing Date in connection with the ownership or such other consideration mutually agreeable operation of the Target Assets arising from and after the Closing Date; PROVIDED, HOWEVER, that the parties acknowledge that the liabilities and obligations under applicable Laws in connection with the ownership or operation of the Target Assets arising prior to the parties) in Closing Date or as a result of action or inaction prior to the aggregate principal amount of $525,000.00, each in Closing Date shall be retained by the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes")Sellers; and (cv) deliver to Sellers three promissory notes (or such other consideration mutually agreeable liabilities and obligations for Taxes as and to the parties) in the aggregate principal amount of $725,000.00, each in the amount extent set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist of the Cash Purchase Price, the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiationArticle VIII hereof.

The Purchase Price. Subject to and upon the terms and conditions of this Agreement, in consideration for the aforesaid sale, conveyance, assignment, transfer and delivery of the Shares at the Closing, Purchaser Parent shall: (a) pay to Sellers cash in The purchase price for the amount of Six Property is Fifteen Million and No/100 Dollars ($6,000,000.0015,000,000.00) (the "Cash “Purchase Price"), which Cash Purchase Price ”) and shall be paid to Seller by Purchaser Parent to Sellers at paying the Closing (in balance of the amount set forth next to such Seller's name on Exhibit A attached hereto) Purchase Price by wire transfer of immediately available funds at the Closing (hereinafter defined), net of any mortgage loan Purchaser elects to such account as Sellers shall, not less than one (1) business day prior assume pursuant to the Closing Date (terms of this Agreement and net of all prorations and adjustments as defined below), designate in writing to Purchaser;provided herein. (b) Within two (2) business days of the execution of this Agreement, Purchaser shall deliver to Sellers three promissory notes LandAmerica American Title, 0000 Xxxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx 00000, Attention: Xxxxx X. Xxxxx, as escrow agent (or such other consideration mutually agreeable to the parties) “Escrow Agent”), by wire transfer in the aggregate principal amount of $525,000.00, each in 150,000 (the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" “Initial Deposit” and together with the 36 Month NotesExtension Deposit, hereinafter defined, collectively the "Notes"“Deposit”), which Notes Deposit Escrow Agent shall not hold and disburse in accordance with the terms and provisions of this Agreement and a written escrow agreement (the “Escrow Agreement”). For purposes of this Agreement, the term “Deposit” includes interest earned thereon, if any. All interest earned on the Deposit, until Closing or payment to Seller, shall be transferable attributed to Purchaser for federal income tax purposes; Purchaser’s federal tax identification number is set forth on the signature page of this Agreement. Escrow Agent shall pay the Deposit to Seller at Closing, and the Deposit shall be applied as a credit to the Purchase Price and shall otherwise be held and disbursed in accordance with the terms of this Agreement and the Escrow Agreement. If either Purchaser or Seller is entitled under this Agreement to the payment of the Deposit, or any third party without portion thereof, and requests Escrow Agent to make such payment (whether to itself or the prior written consent of Purchaser Parent (which shall not be unreasonably withheldother party), except for transfers the other party agrees promptly to affiliates of Parent. The "Purchase Price" shall consist provide notice to Escrow Agent authorizing such payment, unless such other party disagrees with such request in which event the provisions of the Cash Purchase Price, the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiationEscrow Agreement shall control.

The Purchase Price. Subject a) The Purchase Price to be paid for the Inventory shall be (i) book value minus 15% plus VAT if any and upon to the terms extent applicable for finished products pursuant to Schedule 2, Part 1 and conditions (ii) book value plus VAT if any and to the extent applicable for the Hardware pursuant to Schedule 2, Part 2 (the book value for the Hardware shall in no event exceed € 40.000), accessories and other items pursuant to Schedule 2, Part 3 as well as the Depreciated Assets, (together referred to as the "Purchase Price 1"); b) The Purchase Price to be paid for the Receivables shall be (i) book value minus 10% plus VAT if any and to the extent applicable for receivables having an invoice date up to 90 days before Transfer Date, (ii) book value minus 35% plus VAT if any and to the extent applicable for receivables having an invoice date between 91 and 360 days before Transfer Date, (iii) book value minus 90% plus VAT if any and to the extent applicable for receivables having an invoice date of more than 360 days before Transfer Date and which have not been written-off; and (iv) as regards the Written-off Receivables the purchase price shall be € 5,000 plus VAT if any and to the extent applicable; (the total purchase price for all receivables sold, referred to as the "Purchase Price 2"); c) The Purchase Price to be paid for the Trademarks shall be € 2,075,000 (Euro two million seventy-five thousands) plus VAT if any and to the extent applicable (referred to as the "Purchase Price 3"); d) The Parties are of the opinion that the transaction ("Transaction") set out in this Agreement qualifies as sale of a business as a going concern (Geschäftsveräußerung im Ganzen) for purposes of VAT. The Seller and the Purchaser will request—if possible—a binding ruling from the competent tax authority of the Seller in this respect; if no binding ruling can be obtained, the Parties will try to reach otherwise a joint understanding with the competent tax authorities in this respect. Following their joint understanding, all payments of Purchaser to the Seller under § 4 of this AgreementAgreement shall be made without VAT. However, if in consideration for the aforesaid sale, conveyance, assignment, transfer and delivery future the tax authorities are of the Shares at opinion that the ClosingTransaction is subject—partly or in total—to VAT, the Purchaser Parent shall: (a) shall pay to Sellers cash in the amount of Six Million Dollars ($6,000,000.00) (the "Cash Purchase Price"), which Cash Purchase Price shall be paid by Purchaser Parent to Sellers at the Closing (in the amount set forth next to such Seller's name on Exhibit A attached hereto) by wire transfer of immediately available funds to such account as Sellers shall, not less than one (1) business day prior VAT to the Closing Date (as defined below), designate in writing to Purchaser; (b) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $525,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party Seller without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist of the Cash Purchase Price, the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiationundue delay.

The Purchase Price. Subject to and upon (a) Upon the terms and subject to the conditions of this Agreement, in consideration for of the aforesaid sale, conveyance, assignment, transfer and delivery to the Purchaser of the Shares at Company Stock, the Closing, Purchaser Parent shall: (a) shall pay to Sellers the Seller cash in United States Dollars in the amount of Six Million Dollars forty-five million dollars ($6,000,000.0045,000,000) (the "Cash “Base Purchase Price"”), increased or decreased (as applicable) by the amount of Net Working Capital delivered with the business at Closing (the “Purchase Price”). (b) At the Closing, the Purchaser shall pay to the Seller an amount equal to the estimated Purchase Price determined by the Seller in good faith (such estimated Purchase Price, without regard to the Working Capital Escrow Deposit described below, the “Estimated Purchase Price”) less the amount of the Working Capital Escrow Deposit to be deposited into an escrow account as specified in Section 1.2(d). The Seller shall provide to the Purchaser a written calculation of the Estimated Purchase Price on or prior to the second (2nd) Business Day preceding the anticipated Closing Date. (c) As promptly as practical, but in no event more than forty-five (45) days after the Closing, the Purchaser shall prepare and deliver to the Seller a draft of a statement prepared in good faith and with reasonable detail setting forth the Purchaser’s calculations of the Purchase Price as of the Closing Date (the “Statement”). The Statement shall be prepared (i) without regard to events that occur after the Closing or as a consequence of the consummation of the transactions contemplated by this Agreement, (ii) in accordance with United States generally accepted accounting principles (“GAAP”), and (iii) to the extent consistent with GAAP, on a basis consistent with past practice. During the thirty (30) day period following the delivery by the Purchaser of the Statement, the Seller and its accountants may review the Statement and the working papers of the Purchaser’s accountants relating to the Statement and shall have such access to the Purchaser’s personnel as may be reasonably necessary to permit the Seller and its accountants to review in detail the manner in which Cash the Statement was prepared. The Purchaser shall, and shall cause its Representatives to, cooperate with the Seller and its Representatives in facilitating such review. Upon completion of such review, the Seller shall give any comments or objections the Seller has with respect to the Statement to the Purchaser in writing within such thirty (30) day period (the “Objection Letter”). The Purchaser and the Seller shall attempt in good faith to resolve any differences and issues as set forth in the Objection Letter. If no Objection Letter is delivered or the matters set forth in the Objection Letter are so resolved, then the Statement, as adjusted for any changes as are agreed upon by the Seller and the Purchaser, shall be final and binding upon the Seller and the Purchaser and shall constitute the final Purchase Price (the “Final Purchase Price”). If the matters raised by the Seller in the Objection Letter cannot be resolved between the Purchaser and the Seller within twenty (20) days of the date of the Objection Letter, the question or questions in dispute shall then be promptly submitted to Xxxxx Xxxxx Xxxxxxx Xxxxxx, LLP. The determination of any adjustment (or component of such adjustment) that is the subject of a dispute cannot, however, be in excess of, or less than, the greatest or lowest value, respectively, claimed for that particular item in the Statement or Objection Letter (or, if different, the value claimed by the relevant Party at the end of such twenty (20) day period). The decision of the independent accounting firm as to such question or questions in dispute shall be final and binding upon the Seller and the Purchaser in the absence of fraud or manifest error and the determination of the Purchase Price pursuant thereto by the independent accounting firm shall be considered to be the Final Purchase Price. The accounting firm shall be instructed to resolve solely the question or questions in dispute within thirty (30) days of submission. (d) At the Closing, two million five hundred thousand dollars ($2,500,000) of the Purchase Price (the “Working Capital Escrow Deposit”) shall be deposited by the Purchaser into an escrow account established by the Purchaser and the Seller with Union Bank, N.A. (the “Escrow Agent”) pursuant to an escrow agreement in the form attached hereto as Exhibit B (the “Working Capital Escrow Agreement”). The Working Capital Escrow Deposit, along with any interest and other income thereon (collectively, the “Working Capital Escrow Funds”) shall act as security for the Seller’s obligation with respect to any downward adjustment of the Purchase Price pursuant to Section 1.2(e) and be held from the date on which the Closing shall occur until determination of the Final Purchase Price and release pursuant to Section 1.2(e). The Parties shall each, promptly upon request from the other Party, execute and deliver to the Escrow Agent joint written instructions in order to effect releases of Working Capital Escrow Funds as provided in this Section 1.2(d) and in Section 1.2(e). The fees, costs and expenses of the Escrow Agent shall be borne by the Purchaser and shall not be deducted from the Working Capital Escrow Funds. (e) In the event the Final Purchase Price is greater than or equal to the Estimated Purchase Price, then the Purchaser shall promptly (within five (5) Business Days of the determination of the Final Purchase Price) (i) issue written instructions to effect the release of the Working Capital Escrow Funds to the Seller and (ii) pay to the Seller an amount equal to the difference between the Final Purchase Price and the Estimated Purchase Price. In the event the Final Purchase Price is less than the Estimated Purchase Price, then promptly (within five (5) Business Days of the determination of the Final Purchase Price) an amount equal to the difference between the Estimated Purchase Price and the Final Purchase Price shall be paid satisfied (i) first, from releases of the Working Capital Escrow Funds pursuant to joint written instructions under Section 1.2(d) and (ii) second, to the extent that the Working Capital Escrow Funds are not sufficient to satisfy such amount in full, by Purchaser Parent payment by the Seller to Sellers at the Closing (in Purchaser. The amount of any payment to be made pursuant to this Section 1.2(e) shall bear interest from and including the amount set forth next date due under this Section 1.2(e) but excluding the date of payment, computed on the basis of the average Interest Rate over such period. Such interest shall be calculated daily on the basis of a year of 365 days and the actual number of days for which interest is due. Any Working Capital Escrow Funds remaining after satisfaction of any downward adjustment of the Purchase Price pursuant to such Seller's name on Exhibit A attached heretothis Section 1.2(e) shall be released to the Seller concurrently with the release of Working Capital Escrow Funds to the Purchaser, by wire transfer of immediately available funds to such account as Sellers shall, not less than one (1) business day prior by the Escrow Agent to the Closing Date (as defined below), designate in writing account specified by the Seller to Purchaser;the Escrow Agent. (bf) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to The fees of the parties) Purchaser’s accountants incurred in the aggregate principal amount of $525,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together connection with the 36 Month Notespreparation of the Statement shall be borne by the Purchaser, and the "Notes"), which Notes fees of the Seller’s accountants incurred in connection with their review of the Statement shall not be transferable to any third party without borne by the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of ParentSeller. The "Purchase Price" fees of any independent accounting firm appointed pursuant to this Section 1.2 shall consist of be borne equally by the Cash Purchase Price, the principal amount of the 36 Month Notes Seller and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiation.

The Purchase Price. (a) Subject to and upon the terms and conditions of this Agreement, in consideration for of the aforesaid sale, conveyance, assignment, transfer and delivery to Purchaser of the Shares Targeted Businesses and the Target Assets, at the Closing, Closing (or as otherwise indicated) (i) Purchaser Parent shall: shall (au) pay to Sellers Sylvan an amount of cash equal to the Cash Amount, (v) pay to Ventures an amount equal to $10,000,000; (w) deliver to Sylvan the Canter Note; (x) deliver to Sylvan a promissory note in a form axxxxx to by the parties prior to Closing and containing the terms substantially consistent with those set forth on Exhibit B (subject to such changes therein as may be required to obtain Financing) in the principal amount of Six Million Dollars ($6,000,000.00) 55,000,000, dated as of the Closing Date, duly executed by Holdings (the "Cash Seller Note") (y) assume those liabilities (and only those liabilities) of the Sellers related to the Targeted Businesses pursuant to Section 1.2(b) below, and (z) agree to pay to Sylvan as and when provided herein, the Deferred Purchase Price; and (ii) Parent shall deliver the Convertible Debentures with a principal amount equal to the Debenture Amount, ((i) and (ii) collectively referred to herein as, the "Purchase Price"). (b) Subject to the terms and conditions of this Agreement, which Cash Purchase Price simultaneously with the sale, assignment, transfer, conveyance and delivery to Purchaser of the Target Assets, Purchaser shall be paid by Purchaser Parent assume the following liabilities and obligations of the Sellers that relate to Sellers at the Targeted Businesses and the Target Assets (collectively, the "Assumed Liabilities"): (i) all trade accounts payable of the Targeted Businesses arising in the ordinary course of business; (ii) all liabilities and obligations arising from and after the Closing (Date relating to the ownership or operation of the Target Assets from and after the Closing Date, including, without limitation, the commercial performance under the Leases and the contracts and agreements of the Targeted Businesses in accordance with their respective terms that are assigned to Purchaser pursuant to this Agreement; provided, however, that the amount set forth next parties acknowledge that the liabilities and obligations relating to such Seller's name on Exhibit A attached hereto) by wire transfer the ownership or operation of immediately available funds to such account as Sellers shall, not less than one (1) business day the Target Assets arising prior to the Closing Date (or as defined below), designate in writing a result of action or inaction prior to Purchaserthe Closing Date shall be retained by the Sellers; (biii) deliver to all liabilities and obligations of the Sellers three promissory notes listed on Part 1.2(b) of the Disclosure Schedule; (iv) all liabilities and obligations under applicable Laws arising from and after the Closing Date in connection with the ownership or such other consideration mutually agreeable operation of the Target Assets arising from and after the Closing Date; provided, however, that the parties acknowledge that the liabilities and obligations under applicable Laws in connection with the ownership or operation of the Target Assets arising prior to the parties) in Closing Date or as a result of action or inaction prior to the aggregate principal amount of $525,000.00, each in Closing Date shall be retained by the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes")Sellers; and (cv) deliver to Sellers three promissory notes (or such other consideration mutually agreeable liabilities and obligations for Taxes as and to the parties) in the aggregate principal amount of $725,000.00, each in the amount extent set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist of the Cash Purchase Price, the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiationArticle VIII hereof.

The Purchase Price. Subject to and upon the terms and conditions of this Agreement, in consideration The purchase price for the aforesaid sale, conveyance, assignment, transfer Property (the “Purchase Price”) is Two Hundred Thirteen Million Six Hundred Thousand and delivery of the Shares at the Closing, 00/100 Dollars ($213,600,000.00) payable by Purchaser Parent shallas follows: (a) pay Simultaneously with the full execution of this Agreement, Purchaser shall deliver to Sellers cash in the amount Fidelity National Title Insurance Company of Six Million Dollars New York ($6,000,000.00) (the "Cash Purchase Price"“Escrow Agent”), which Cash Purchase Price shall be paid by Purchaser Parent to Sellers whose offices are at the Closing (in the amount set forth next to such Seller's name on Exhibit A attached hereto) Xxx Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, by wire transfer of immediately available funds federal funds, to such an account designated by Escrow Agent and specified on Exhibit “AA”, the amount of Two Million and 00/100 Dollars ($2,000,000.00) (the “Xxxxxxx Money”), which Xxxxxxx Money shall be held and disbursed by Escrow Agent pursuant to a written Escrow Agreement, the form of which is attached hereto as Sellers shall, not less than one Exhibit “E” (1) business day prior the “Escrow Agreement”). The Xxxxxxx Money shall be paid by Escrow Agent to Seller at Closing and shall be applied as a credit to the Closing Date Purchase Price (as defined belowhereinafter defined), designate or shall otherwise be paid to Seller or refunded to Purchaser in writing accordance with the terms of this Agreement. All interest and other income from time to Purchaser;time earned on the Xxxxxxx Money shall be deemed a part of the Xxxxxxx Money for all purposes of this Agreement. (b) deliver At the Closing Purchaser shall deliver, by wire transfer of immediately available federal funds, to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $525,000.00, each in the amount set forth next to such Seller's name an account designated by Seller and specified on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively“AA” hereto, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist balance of the Cash Purchase Price, the principal amount less any prorations, adjustments, and credits specified in this Agreement. The Seller and Purchaser acknowledge that no portion of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing has been attributed to personalty. The Purchase Price is also subject to an additional earnout to Seller as determined as a result of arm's length negotiationdescribed in paragraph 25 below.

The Purchase Price. Subject to and upon the terms and conditions of this Agreement, in consideration The purchase price for the aforesaid sale, conveyance, assignment, transfer Property is Eighty-Six Million Dollars ($86,000,000) (the "Purchase Price") and delivery of the Shares shall be paid to Seller by Purchaser at the Closing, Purchaser Parent shallClosing (as that term is defined in Section 14 below) as follows: (a) pay to Sellers cash Within three (3) business days after execution of this Agreement by all parties, Purchaser shall deposit in escrow with Lawyers Title Company, whose mailing address is 0000 Xxxxxxx Xxxxx Xxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Attention: Xxx Xxxxx; Telephone: (000) 000-0000, Facsimile: (000) 000-0000, in its capacity as escrow agent ("Escrow Agent") an initial xxxxxxx money deposit in immediately available funds in the amount of Six Two Million Dollars ($6,000,000.002,000,000) (the "Cash Purchase PriceDeposit"). All references to the Deposit shall include all interest accrued thereon. (b) The Deposit paid by Purchaser pursuant to the terms hereof shall be held by Escrow Agent in an interest bearing account insured by the federal government in an institution as directed by Purchaser and reasonably acceptable to Seller. If the purchase and sale of the Property is consummated as contemplated hereunder, which Cash Purchase Price the Deposit plus all interest accrued thereon shall be paid to Seller and credited against the Purchase Price. If the purchase and sale of the Property is not consummated because of the failure of any Purchaser’s Condition Precedent (as defined in Section 9 below) or any other reason except for a default under this Agreement on the part of Purchaser, the Deposit plus all interest accrued thereon shall be immediately refunded to Purchaser. If the purchase and sale of the Property is not consummated because of a default under this Agreement on the part of Purchaser, the Deposit plus all interest accrued thereon shall be paid to and retained by Purchaser Parent Seller pursuant to Sellers at Section 17(b) below. Notwithstanding anything to the contrary in this Agreement, if this Agreement terminates or the Closing fails to occur, for any reason other than Purchaser’s default under this Agreement, the Deposit shall be promptly returned to Purchaser. (in c) The balance of the amount set forth next Purchase Price over and above the amounts paid by or credited to such Seller's name on Exhibit A attached heretoPurchaser pursuant to Sections 3(a), (b) and (c) above shall be paid to Seller by wire transfer of immediately available funds to such account at the Closing, plus or minus all prorations and adjustments as Sellers shall, not less than one (1) business day prior to the Closing Date (as defined below), designate in writing to Purchaser;provided herein. (bd) Additionally, at the same time as the deposit of the Deposit with the Escrow Holder, Purchaser shall deliver to Sellers three promissory notes Seller in cash the sum of One Hundred Dollars (or such $100.00) (the "Independent Contract Consideration") which amount has been bargained for and agreed to as consideration for Purchaser’s exclusive option to purchase the Real Property and the right to inspect the Real Property as provided herein, and for Seller’s execution and delivery of this Agreement. The Independent Contract Consideration is in addition to and independent of all other consideration mutually agreeable to the parties) provided in the aggregate principal amount of $525,000.00this Agreement, each and is nonrefundable in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist of the Cash Purchase Price, the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiationall events.

The Purchase Price. Subject to and upon the terms and conditions of this Agreement, in consideration The purchase price for the aforesaid sale, conveyance, assignment, transfer Property is Thirty Three Million Two Hundred Fifty Thousand and delivery of the Shares at the Closing, Purchaser Parent shall: (a) pay to Sellers cash in the amount of Six Million No/100 Dollars ($6,000,000.0033,250,000.00) (the "Cash Purchase Price"), which Cash Purchase Price ) and shall be paid to Seller by Purchaser Parent to Sellers at paying the Closing (in the amount set forth next to such Seller's name on Exhibit A attached hereto) Purchase Price by wire transfer of immediately available funds at or prior to such account the Closing, net of all prorations and adjustments as Sellers shallprovided herein. Within 48 hours of receipt by Madison Title, LLC (the “Escrow Agent”) of a fully executed copy of this Agreement, Purchaser shall deliver to the Escrow Agent, by wire transfer in the amount of $500,000 (the "Initial Deposit"), which Escrow Agent shall hold and disburse in accordance with the terms and provisions of this Agreement and the written escrow agreement attached hereto as Exhibit E (the “Escrow Agreement”). The date the Escrow Agent receives the Initial Deposit shall be the Effective Date. If Purchaser has not less than terminated this Agreement on or prior to the expiration of the Due Diligence Period (hereinafter defined), Purchaser shall deposit with Escrow Agent within one (1) business day prior to after the Closing Date (as defined below), designate in writing to Purchaser; (b) deliver to Sellers three promissory notes (expiration or such other consideration mutually agreeable to waiver of the parties) in the aggregate principal Due Diligence Period an additional amount of $525,000.00, each in 250,000 (the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" “Additional Deposit” and together with the 36 Month NotesInitial Deposit collectively, the "Notes"“Deposit”). For purposes of this Agreement, the term Deposit shall include interest earned thereon, if any. Escrow Agent shall pay the Deposit to Seller at Closing and the Deposit shall be applied as a credit to the Purchase Price and shall otherwise be held and disbursed in accordance with the terms of this Agreement and the Escrow Agreement. If either Purchaser or Seller is entitled under this Agreement to the payment of the Deposit, or any portion thereof, and requests Escrow Agent to make such payment (whether to itself or the other party), the other party agrees to provide notice to Escrow Agent authorizing such payment, unless such other party disagrees with such request in which Notes shall not be transferable to any third party without event the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist provisions of the Cash Purchase Price, the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiationEscrow Agreement shall control.

The Purchase Price. The purchase price for the Purchased Assets is an aggregate amount of $247.5 million, subject to adjustment in accordance with Section 3.3(e) (as adjusted by the Purchase Price Adjustments, the "PURCHASE PRICE"), portions of which shall be payable separately to each of the Sellers as set forth herein. Subject to and upon the terms and conditions of this Agreement, in reliance on the representations, warranties, covenants and agreements of the Sellers contained herein and in consideration for of the aforesaid sale, conveyance, assignment, assignment and transfer and delivery of the Shares Purchased Assets, at the Closing, the Purchaser Parent shall: shall (ai) assume the Assumed Liabilities, (ii) pay to the Sellers cash an amount, in the aggregate for all of the Sellers, equal to $222.5 million in cash, minus the aggregate amount of the Closing Date Adjustments, and adjusted for the amount of Six Million Dollars ($6,000,000.00the Estimated Purchase Price Adjustment pursuant to Section 3.2(a) (as so adjusted, the "Cash Purchase PriceCASH CONSIDERATION"), which Cash Purchase Price shall be paid by Purchaser Parent to Sellers at the Closing (in the amount set forth next to such Seller's name on Exhibit A attached hereto) by wire transfer of immediately available funds to such account as separate accounts of each of the Sellers shall, not less than one (1) business day designated in writing by each of the Sellers at least two Business Days prior to the Closing Date Date, (as defined below)iii) establish the Incentive Based Payment Program, designate in writing to Purchaser; and (biv) issue and deliver to the Sellers three a promissory notes (or such other consideration mutually agreeable to note of the parties) Purchaser, in the aggregate form of Exhibit H hereto, having an initial principal amount of $525,000.00, each in the amount 25.0 million (subject to adjustment as provided herein and therein) and such other terms and conditions as are set forth next to such Seller's name on in Exhibit A attached hereto in substantially the form attached hereto as Exhibit D H (each a "36 Month Note" and collectively, the "36 Month NotesHOLDBACK NOTE"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist allocation of the Cash Purchase Price, the principal Cash Consideration and the Holdback Note among the respective Sellers shall be determined prior to the Closing by the Purchaser's financial advisor, in consultation with the Sellers and their financial advisor, based on their determination of the fair value of the Purchased Assets being sold by each of the Sellers. In addition, at the Closing, the Purchaser shall cause to be paid to the lender under the Warehouse Line, upon the receipt of releases (in form and substance reasonably acceptable to the Purchaser) of any and all Encumbrances against the GSE Mortgage Loans being acquired by the Purchaser hereunder, an aggregate amount equal to the face amount of the 36 Month Notes and principal indebtedness outstanding with respect to each GSE Mortgage Loan being acquired by the Purchaser hereunder (which amount specifically excludes the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiationindebtedness outstanding with respect to all Rejected GSE Loans).

The Purchase Price. Subject to and upon (a) The Purchase Price agreed between the terms and conditions of this Agreement, in consideration parties hereto for the aforesaid sale, conveyance, assignment, transfer Property is stated in the First Schedule hereto and delivery has been agreed based on the Purchaser’s representations to the Vendor and/or its selling agents during the negotiations of the Shares at sale herein and is based strictly on the Closing, Purchaser Parent shallmode of payment as is also stated in the First Schedule hereto and which shall be paid directly to the Vendor in cleared funds strictly into the Vendor’s account whose details are set herein below: (ab) pay to Sellers cash in The Balance of the amount of Six Million Dollars ($6,000,000.00) (the "Cash Purchase Price"), which Cash Purchase Price shall be paid directly to the Vendor into the Vendor’s account provided hereinabove, in cleared funds as provided in Special Condition B PROVIDED THAT, subject to the Purchaser’s strict compliance with the provisions of Special Condition F herein below, any portion of the Balance of the Purchase Price that is being financed, and that is not due on a specified date or that is not due in accordance with a pre-agreed instalment payment plan, shall become due and payable to the Vendor in cleared funds within Fourteen (14) days of successful registration of the Transfer of the Property in favour of the Purchaser and the corresponding Charge over the Property in favour of the Purchaser’s Financier. It is expressly agreed and understood by the Purchaser Parent that time shall be of the essence in respect of all payments due from the Purchaser pursuant to Sellers at the Closing (terms of this Agreement and that, in the amount set forth next to such Seller's name on Exhibit A attached hereto) by wire transfer of immediately available funds to such account as Sellers shall, event that the Purchaser does not less than one (1) business day prior strictly adhere to the Closing Date said mode of payment for payment of the Purchase Price and delays or attempts to delay the same, the Vendor shall have the discretion to rescind this Agreement in accordance with Special Condition C(a) and further that, in the event any of the payments herein reserved remain unpaid by the Purchaser seven (7) days after the due date for payment of the same, Interest (as defined below), designate in writing hereinafter defined) shall begin to Purchaser; (b) deliver to Sellers three promissory notes (or accrue on such other consideration mutually agreeable to the parties) in the aggregate principal amount of $525,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); andoutstanding amount. (c) deliver to Sellers three promissory notes (Payment of the Purchase Price shall be made into the Vendor’s account provided hereinabove without any withholding, deductions or such other consideration mutually agreeable set-off of any amount from or against any payment due to the parties) in Vendor. Any payments made towards payment of the aggregate principal amount of $725,000.00, each in Purchase Price not paid into the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes Vendor’s account shall not be transferable to acknowledged and shall have been made at the Purchaser’s own risk. For the avoidance of doubt, in the event that any third party without competent taxing authority shall require that a tax be levied on the prior written consent of Purchaser Parent Purchase Price (which other than capital gains tax on the sale which, if applicable, shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist the account of the Cash Purchase PriceVendor) the result of which is to reduce the net return of the Vendor pursuant to this Agreement, the principal amount of Purchaser shall in addition to the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent pay amounts equal to the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiationtax so levied.

The Purchase Price. Subject to and upon The purchase price (the terms and conditions of this Agreement, in consideration “Purchase Price”) for the aforesaid saleProject is $124,000,000.00, conveyance, assignment, transfer and delivery of the Shares at the Closing, Purchaser Parent shallto be paid as follows: 2.1 $5,000,000.00 (a) pay to Sellers cash in such amount, together with the amount of Six Million Dollars Extension Deposit ($6,000,000.00) (the "Cash Purchase Price"as hereinafter defined), which Cash Purchase Price if made, and any interest earned on such amount(s), the “Deposit”) shall be paid by Purchaser Parent to Sellers at First American Title Insurance Company, National Commercial Services, The Esplanade Commercial Center, 0000 X. Xxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, XX 00000, Attention: Xxxxxxx Xxxxxxxxx (“Escrow Agent” or “Title Company”) within three (3) business days after the Closing (Effective Date. The Deposit shall be held in escrow by the Escrow Agent to be disbursed as provided in the amount Xxxxxxx Money Escrow Agreement, the form of which is attached hereto as Exhibit “B” (the “Xxxxxxx Money Escrow Agreement”). The parties shall execute the Xxxxxxx Money Escrow Agreement contemporaneously with the execution of this Agreement. If the purchase and sale of the Project is consummated in accordance with the terms and provisions of this Agreement, then the Deposit shall be applied fully to reduce the Purchase Price at Closing and transferred to an account or accounts designated in writing by Seller. The Deposit shall be paid to the party entitled to receive the Deposit as provided in the Xxxxxxx Money Escrow Agreement. The Deposit shall be non-refundable to Purchaser except as specifically set forth next herein. 2.2 The balance of the Purchase Price after deducting the Deposit shall be paid by Purchaser at Closing, plus or minus prorations and adjustments to such Seller's name on Exhibit A attached hereto) be made pursuant to this Agreement, in good immediately available United States funds by wire transfer of immediately available funds to such a bank account as Sellers shall, not less than one (1) business day or accounts to be designated in writing by the Title Company prior to the Closing Date (as defined below), designate for transfer to an account or accounts designated in writing to Purchaser; (b) deliver to Sellers three promissory notes (or such other consideration mutually agreeable by Seller. Notwithstanding anything in this Agreement to the parties) contrary, a portion of the Deposit in the aggregate principal amount of $525,000.00, each in 100.00 shall be non-refundable and shall be distributed to Seller at Closing or other termination of this Agreement as full payment and independent consideration for Seller’s performance under this Agreement and for the amount set forth next rights granted to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (Purchaser hereunder. Such $100.00 independent consideration shall be deducted from any refund or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist delivery of the Cash Purchase Price, the principal amount of the 36 Month Notes Deposit to Purchaser pursuant to this Agreement and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiationshall simultaneously be distributed to Seller.

The Purchase Price. Subject to and upon the terms and conditions of this Agreement, in consideration for the aforesaid sale, conveyance, assignment, transfer and delivery The Purchaser shall acquire all of the Shares at the Closing, Purchaser Parent shall: (a) pay to Sellers cash in the amount -------------------- membership interests of Six Million Dollars (Top Shelf for $6,000,000.00) 1,000,000 (the "Cash Purchase Price"), which Cash payable as follows: (i) 180,000 shares of common stock of Rick's (the "Shares") to be valued as set forth below; and (ii) the balance of the Purchase Price due, if any, after calculating the value of the Shares, shall be paid evidenced by Purchaser Parent to Sellers at a seven (7) year promissory note bearing simple interest of seven percent (7%) per annum (the Closing "Promissory Note") payable in eighty-four (in 84) equal monthly payments, with the amount set forth next to such Sellerfirst payment due thirty (30) days from the Effective Date of the Rick's name on Exhibit A attached hereto) by wire transfer of immediately available funds to such account as Sellers shall, not less than one (1) business day prior to the Closing Date Registration Statement (as defined below), designate in writing to Purchaser; (b) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $525,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" Promissory Note shall consist be secured by the assets of the Cash Purchaser. For purposes of computing the valuation of the Shares for the Purchase Price, the principal amount Shares shall be valued at the average closing price of Rick's for the five (5) days preceding the Effective Date of the 36 Month Notes and Registration Statement (the principal amount "Value of the 12 Month NotesShares") to be filed by Rick's as provided for in Section 3 below. Purchaser, Purchaser Parent and Sellers each acknowledge In the event that the above Purchase Price will represent the fair market value Value of the Shares at exceeds $1,000,000, then the time Purchase Price shall be deemed to be paid in full and the Purchaser shall not issue a Promissory Note as contemplated in Section 2(ii) above. If, however, the Value of Closing as determined as a result the Shares declines subsequent to the Effective Date of arm's length negotiationthe Registration Statement, then Hege shall have the rixxx to "put" the Shares back to the Purchaser on terms and conditions to be negotiated by the Purchaser and Hege and set forth in txx Xefinitive Agreement. It is further agreed herein that once Hege has received the Xxxxe of the Shares, then his "put" rights shall immediately terminate.

The Purchase Price. Subject to and upon the terms and conditions of this Agreement, in consideration for the aforesaid sale, conveyance, assignment, transfer and delivery The purchase price of the Shares at the Closing, Property is Four Million Four Hundred Five Thousand Thousand and 00/100 Dollars ($4,405,000.00) ("Purchase Price") and shall be paid to Seller by Purchaser Parent shallas follows: (a) pay to Sellers cash Upon execution of this Purchase and Sale Agreement (this "Agreement") by all parties, Purchaser shall deposit in escrow with Chicago Title Insurance Company ("Escrow Agent") an xxxxxxx money deposit in the amount of Six Million Two Hundred Thousand and 00/100 Dollars ($6,000,000.00200,000.00) ("Deposit") such deposit shall be placed in an interest bearing account with a bank or other lending institution which shall be insured by the "Cash Purchase Price")FDIC or other such insurer. The Escrow Agent will serve as Escrow Agent subject to Escrow Agent's Deposit Money Escrow Instructions and Investment of Escrow Instructions, copies of which Cash Purchase Price are attached hereto as Exhibit B. (b) In the event the purchase and sale of the Property is consummated as contemplated hereunder, the Deposit, plus all interest earned thereon, and such total shall be paid to Seller and credited against the Purchase Price. In the event the purchase and sale of the Property is not consummated because of the failure of any Condition Precedent, hereinafter defined, or any other reason except for a default under this Agreement on the part of Purchaser, the Deposit, plus all interest accrued thereon, shall be refunded immediately to Purchaser. In the event the purchase and sale of the Property is not consummated because of a default under this Agreement on the part of Purchaser, the Deposit, plus all accrued interest thereon, shall be paid to and retained by Seller pursuant to Section 13. (c) The balance of the Purchase Price over and above the amounts paid by or credited to Purchaser Parent pursuant to Sellers at the Closing Sections 3(a) and (b) above shall be paid to Seller in the amount set forth next to such SellerUnited States' funds, by certified or bank cashier's name check drawn on Exhibit A attached hereto) a Boston area bank or by wire transfer of immediately available funds to such account as Sellers shall, not less than one (1) business day prior to the Closing Date (as defined below), designate in writing to Purchaser; (b) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $525,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist of the Cash Purchase Price, the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time Closing, hereinafter defined, net of Closing all prorations as determined as a result of arm's length negotiationprovided herein.

The Purchase Price. (a) Subject to and upon the terms and conditions of this Agreement, in consideration for of the aforesaid sale, conveyance, assignment, transfer and delivery to Purchaser of the Shares at Targeted Businesses and the ClosingTarget Assets, Purchaser Parent shall: (a) pay to Sellers cash in the amount of Six Million Dollars ($6,000,000.00) (the "Cash Purchase Price"), which Cash Purchase Price shall be paid by Purchaser Parent to Sellers at the Closing (or as otherwise indicated) (i) Purchaser shall (u) pay to Sylvan an amount of cash equal to the Cash Amount, (v) pay to Ventures an amount equal to $10,000,000; (w) deliver to Sylvan the Xxxxxx Note; (x) deliver to Sylvan a promissory note in a form agreed to by the parties prior to Closing and containing the terms substantially consistent with those set forth on Exhibit B (subject to such changes therein as may be required to obtain Financing) in the principal amount set forth next of $55,000,000, dated as of the Closing Date, duly executed by Holdings (the “Seller Note”) (y) assume those liabilities (and only those liabilities) of the Sellers related to such Seller's name on Exhibit A attached heretothe Targeted Businesses pursuant to Section 1.2(b) by wire transfer below, and (z) agree to pay to Sylvan as and when provided herein, the Deferred Purchase Price; and (ii) Parent shall deliver the Convertible Debentures with a principal amount equal to the Debenture Amount, ((i) and (ii) collectively referred to herein as, the “Purchase Price”). (b) Subject to the terms and conditions of immediately available funds this Agreement, simultaneously with the sale, assignment, transfer, conveyance and delivery to such account as Purchaser of the Target Assets, Purchaser shall assume the following liabilities and obligations of the Sellers shallthat relate to the Targeted Businesses and the Target Assets (collectively, not less than one the “Assumed Liabilities”): (1i) business day all trade accounts payable of the Targeted Businesses arising in the ordinary course of business; (ii) all liabilities and obligations arising from and after the Closing Date relating to the ownership or operation of the Target Assets from and after the Closing Date, including, without limitation, the commercial performance under the Leases and the contracts and agreements of the Targeted Businesses in accordance with their respective terms that are assigned to Purchaser pursuant to this Agreement; provided, however, that the parties acknowledge that the liabilities and obligations relating to the ownership or operation of the Target Assets arising prior to the Closing Date (as defined below), designate in writing to Purchaser; (b) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $525,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit D (each a "36 Month Note" and collectively, the "36 Month Notes"); and (c) deliver to Sellers three promissory notes (or such other consideration mutually agreeable to the parties) in the aggregate principal amount of $725,000.00, each in the amount set forth next to such Seller's name on Exhibit A attached hereto in substantially the form attached hereto as Exhibit E (each a "12 Month Note" and collectively, the "12 Month Notes" and together with the 36 Month Notes, the "Notes"), which Notes shall not be transferable to any third party without the prior written consent of Purchaser Parent (which shall not be unreasonably withheld), except for transfers to affiliates of Parent. The "Purchase Price" shall consist of the Cash Purchase Price, the principal amount of the 36 Month Notes and the principal amount of the 12 Month Notes. Purchaser, Purchaser Parent and Sellers each acknowledge that the above Purchase Price will represent the fair market value of the Shares at the time of Closing as determined as a result of arm's length negotiationaction or inaction prior to the Closing Date shall be retained by the Sellers; (iii) all liabilities and obligations of the Sellers listed on Part 1.2(b) of the Disclosure Schedule; (iv) all liabilities and obligations under applicable Laws arising from and after the Closing Date in connection with the ownership or operation of the Target Assets arising from and after the Closing Date; provided, however, that the parties acknowledge that the liabilities and obligations under applicable Laws in connection with the ownership or operation of the Target Assets arising prior to the Closing Date or as a result of action or inaction prior to the Closing Date shall be retained by the Sellers; and Table of Contents (v) liabilities and obligations for Taxes as and to the extent set forth in Article VIII hereof.