Common use of TOTAL CONSIDERATION AND TERMS Clause in Contracts

TOTAL CONSIDERATION AND TERMS. (a) The aggregate consideration for the Shares to be purchased by Purchaser hereunder and for the Noncompetition Agreement (the "TOTAL CONSIDERATION") shall, subject to adjustment as provided in SECTION 2.2(e) and SECTIONS 2.3, 2.4 and 12.1 hereof, consist of (i) $12,887,000 in cash plus the amounts, if any, added pursuant to Section 2.2(e) (the "CASH CONSIDERATION"); (ii) $3,800,000 in the Contingent Payment (as defined below), subject to the rights of set-off as provided in SECTION 12.4 hereof and subject to satisfaction of the terms and conditions set forth below in SECTION 2.3; and (iii) the Warrants, which Warrants the parties agree have a value of $40,000. (b) Purchaser has previously delivered to the Company, $225,000 as a deposit towards the Cash Consideration and Purchaser may elect pursuant to SECTION 2.2(e) to deliver further amounts as a deposit towards the Cash Consideration (the "DEPOSIT"). At Closing, the amount of the Deposit shall be applied towards the payment of the Cash Consideration. The amount of the Deposit shall be forfeited to the Sellers or returned to the Purchaser in accordance with the provisions of SECTIONS 11.2 and 11.4, in the event that this Agreement is terminated prior to Closing. (c) At the Closing, Purchaser will (i) pay to each Seller by wire transfer of immediately available funds to an account designated in writing by such Seller an amount equal to such Seller's share as set forth on EXHIBIT D of the Cash Consideration minus the Deposit, and (ii) deliver the Warrants in the amounts set forth on EXHIBIT D. (d) Upon the execution of this Agreement, Purchaser shall deliver to an escrow account, pursuant to the Escrow Agreement dated the date hereof, the amount of $400,000 as a deposit towards the Cash Consideration, by wire transfer of immediately available funds to an account designated in writing by the Company (the balance of such account, including interest accrued thereon net of the fees of the Escrow Agent, the "ESCROW DEPOSIT"). At Closing, the Escrow Deposit shall be applied towards the payment of the Cash Consideration. In the event that this Agreement is terminated prior to Closing, the Escrow Deposit shall be delivered to the Seller Representative or Purchaser in accordance with the provisions of SECTION 11.5. (e) Purchaser shall have the right to extend the Closing Date by making the payments set forth below to the Sellers and the Company in equal shares on the day following the Closing Date (as it may be extended), which amount shall upon payment be added to the Cash Consideration: PAYMENT DATE EXTENDED CLOSING DATE AMOUNT September 9, 1998 September 15, 1998 $250,000 September 16, 1998 September 22, 1998 $250,000 September 23, 1998 September 29, 1998 $250,000

TOTAL CONSIDERATION AND TERMS. (a) The aggregate consideration for the Shares Assets to be purchased by Purchaser Buyer hereunder and for the Noncompetition Agreement Covenants (the "TOTAL CONSIDERATIONTotal Consideration") shallwill, subject to adjustment adjustments as provided in SECTION 2.2(e) Section 4.2 and SECTIONS 2.3, 2.4 and 12.1 hereofArticle V, consist of: (a) one payment of Ten Million Dollars ($10,000,000) consisting, at Buyer's election, of (i) $12,887,000 in cash plus the amountsall cash, if any, added pursuant to Section 2.2(e) (the "CASH CONSIDERATION"); (ii) $3,800,000 in the Contingent Payment (as defined below), subject to the rights of set-off adjusted as provided in SECTION 12.4 hereof and subject to satisfaction of the terms and conditions set forth below in SECTION 2.3; and (iii) the Warrants, which Warrants the parties agree have a value of $40,000. (b) Purchaser has previously delivered to the Company, $225,000 as a deposit towards the Cash Consideration and Purchaser may elect pursuant to SECTION 2.2(e) to deliver further amounts as a deposit towards the Cash Consideration (the "DEPOSIT"). At Closing, the amount of the Deposit shall be applied towards the payment of the Cash Consideration. The amount of the Deposit shall be forfeited to the Sellers or returned to the Purchaser in accordance with the provisions of SECTIONS 11.2 and 11.4, in the event that this Agreement is terminated prior to Closing. (c) At the Closing, Purchaser will (i) pay to each Seller by wire transfer of immediately available funds to an account designated in writing by such Seller an amount equal to such Seller's share as set forth on EXHIBIT D of the Cash Consideration minus the Deposit, and (ii) deliver the Warrants in the amounts set forth on EXHIBIT D. (d) Upon the execution of this Agreement, Purchaser shall deliver to an escrow account, pursuant to the Escrow Agreement dated the date hereof, the amount of $400,000 as a deposit towards the Cash Considerationherein, by wire transfer of immediately available funds to an account designated in writing by Seller; or (ii) (A) cash in the Company amount of at least Eight Million Dollars ($8,000,000) (the balance "Cash Portion"), adjusted as provided herein, by wire transfer of such accountimmediately available funds to an account designated in writing by Seller, including interest accrued thereon net plus (B) Buyer's promissory note for an amount equal to Ten Million Dollars ($10,000,000) minus the Cash Portion, substantially in the form of the fees of the Escrow Agent, EXHIBIT A (the "ESCROW DEPOSITNote"). At ClosingThe cash paid pursuant to clause (i) or clause (ii)(A) above, in either case, is referred to herein as the Escrow Deposit shall "Cash Payment." The Note shall: (i) bear interest on the outstanding principal balance at the rate of ten percent (10%) per annum, payable monthly; (ii) mature twenty-four months from the Closing Date; (iii) be applied towards assignable by Seller to the payment Shareholders; and (iv) provide that: (x) the principal amount of the Cash Consideration. In the event that this Agreement is terminated prior to ClosingNote may be paid any time within such twenty-four-month period without penalty, the Escrow Deposit shall be delivered to the Seller Representative or Purchaser in accordance with the provisions of SECTION 11.5. and (ey) Purchaser shall have Buyer has the right to extend pay interest only on the Closing Date principal balance during such twenty-four month period; such Note to be secured by making the payments set forth below Assets pursuant to a security agreement substantially in the form of EXHIBIT B and subject to such subordination as required by the lender under the Assumed Debt up to the Sellers and amount of the Company in equal shares on the day following the Closing Date Assumed Debt (as it may be extended), which amount shall upon payment be added to the Cash Consideration: PAYMENT DATE EXTENDED CLOSING DATE AMOUNT September 9, 1998 September 15, 1998 $250,000 September 16, 1998 September 22, 1998 $250,000 September 23, 1998 September 29, 1998 $250,000Payment and Note are referred to collectively herein as the "Payment at Closing"); and

TOTAL CONSIDERATION AND TERMS. (a) The aggregate consideration for the Shares to be purchased by Purchaser hereunder and for the Noncompetition Agreement (the "TOTAL CONSIDERATION") shall, subject to adjustment as provided in SECTION 2.2(e) and SECTIONS 2.3, 2.4 and 12.1 hereof, consist of (i) Two Million Five Hundred Thousand Dollars ($12,887,000 2,500,000) in cash plus the amounts, if any, added pursuant to Section 2.2(e) (the "CASH CONSIDERATION"); (ii) a $3,800,000 3,500,000 secured promissory note payable to the Seller Representative, for the benefit of the Sellers, in the form attached as EXHIBIT F (the "Note"); (iii) Five Million Dollars ($5,000,000) in Contingent Payment Payments (as defined below), subject to the rights of set-off as provided in SECTION 12.4 hereof and subject to satisfaction of the terms and conditions set forth below in SECTION 2.3; and (iiiiv) the Warrants, which Warrants the parties agree have a value of $40,000. (b) Purchaser has previously delivered to the Company, $225,000 as a deposit towards the Cash Consideration and Purchaser may elect pursuant to SECTION 2.2(e) to deliver further amounts as a deposit towards the Cash Consideration (the "DEPOSIT"). At Closing, the amount of the Deposit shall be applied towards the payment of the Cash Consideration. The amount of the Deposit shall be forfeited to the Sellers or returned to the Purchaser in accordance with the provisions of SECTIONS 11.2 and 11.4, in the event that this Agreement is terminated prior to Closing. (c) At the Closing, Purchaser will (i) pay to each Seller by wire transfer of immediately available funds to an account designated in writing by such Seller an the amount equal to such set forth opposite each Seller's share as set forth name on EXHIBIT D of the Cash Consideration minus the Deposit, and E; (ii) execute and deliver to the Sellers the Note; and (iii) issue the Warrants in the amounts set forth on EXHIBIT D.to each of Xxxxxxx X. Xxxxxx and S. Xxxxx Xxxxxx. (dc) Upon the execution of this Agreement, Purchaser shall deliver has previously delivered to an escrow account, pursuant to the Escrow Agreement dated the date hereofSeptember 1, 1998, the amount of $400,000 500,000 as a deposit towards the Cash Consideration, by wire transfer of immediately available funds to an account designated in writing by the Company Consideration (the balance of such account, including interest accrued thereon net of the fees of the Escrow Agent, the "ESCROW DEPOSIT"). At Closing, the balance of the Escrow Deposit and interest accrued thereon shall be applied towards the payment of the Cash Consideration. In the event that this Agreement is terminated prior pursuant to ClosingArticle X, the balance of the Escrow Deposit shall be delivered to the Seller Representative Company or Purchaser in accordance with the provisions of SECTION 11.511.4. (e) Purchaser shall have the right to extend the Closing Date by making the payments set forth below to the Sellers and the Company in equal shares on the day following the Closing Date (as it may be extended), which amount shall upon payment be added to the Cash Consideration: PAYMENT DATE EXTENDED CLOSING DATE AMOUNT September 9, 1998 September 15, 1998 $250,000 September 16, 1998 September 22, 1998 $250,000 September 23, 1998 September 29, 1998 $250,000

TOTAL CONSIDERATION AND TERMS. (a) The aggregate consideration for ----------------------------- the Shares to be purchased by Purchaser hereunder and for the Noncompetition Agreement (the "TOTAL CONSIDERATIONTotal Consideration") shall, subject to adjustment as provided in SECTION 2.2(e) and SECTIONS 2.3, 2.4 and 12.1 hereofSection 2.4, consist of (i) $12,887,000 in cash plus the amounts, if any, added pursuant to Section 2.2(eOne ------- Hundred Eighty Million Four Hundred Thousand (180,400,000) SEK (the "CASH CONSIDERATIONClosing Cash Consideration"); , and (ii) $3,800,000 in the Contingent Payment Earn-Out. The Total Consideration shall be payable as follows: (as defined below)a) On the Closing Date, subject Purchaser shall pay to Seller by wire transfer of immediately available funds the rights of set-off as provided in SECTION 12.4 hereof and subject to satisfaction of the terms and conditions set forth below in SECTION 2.3; and (iii) the Warrants, which Warrants the parties agree have a value of $40,000Closing Cash Consideration. (b) Purchaser has previously delivered shall, or shall cause the Company to, pay to the Company, $225,000 as a deposit towards the Cash Consideration and Purchaser may elect pursuant to SECTION 2.2(e) to deliver further amounts as a deposit towards the Cash Consideration Seller an earn-out royalty (the "DEPOSITEarn-Out") with respect to each calendar year from the Closing Date to December 31, 2004 (the "Earn-Out Period") equivalent to two percent (2%) of an amount equal to (i) the Net Order Intake during such calendar year (or with respect to 2000, such portion of the calendar year from and after the Closing) minus (ii) One Hundred Million (100,000,000) SEK (or the prorated portion thereof from and after the Closing during the 2000 calendar year) (the "Earn-Out Threshold Amount"). At Closing, the amount of the Deposit The Earn-Out shall be applied towards the payment of the Cash Consideration. The amount of the Deposit shall be forfeited to the Sellers or returned to the Purchaser calculated and paid in accordance with the provisions of SECTIONS 11.2 and 11.4, in the event that this Agreement is terminated prior to Closing.Section 2.2(c) below. ------- (c) At For purposes of this Agreement, "Net Order Intake" shall mean, without duplication, the ClosingCompany's and Purchaser's (or any of their respective Subsidiaries') aggregate revenues actually collected from binding orders placed during the Earn-Out Period (each, a "Qualified Order") for products or services sold by the Company, Purchaser will or any of their respective Subsidiaries to the government of India pursuant to (i) pay the Supply Contract and/or License Agreements between the president of India and AB Bofors as of March 1986, (ii) any subsequent agreement or order entered into for the purchase of any products or spare parts for the FH77B of the type which may be purchased pursuant to the terms of the Supply Contract and/or License Agreement described in clause (i), or (iii) any agreement or order for the purchase and sale of the howitzer upgrade known as the FH77BD/L45mkI (Indien) (whether such revenues are collected during the Earn-Out Period or at any time thereafter); provided, however, that Net Order Intake shall not include any revenues earned by the Company or its Subsidiaries pursuant to the India Supply Agreement. A portion of the Earn-Out shall be paid each Seller January 31st (each a "Payment Date") by wire transfer of immediately available funds to an account designated by Seller to Purchaser and the Company in writing until all amounts payable as a result of the Earn-Out have been paid in full. Prior to each Payment Date, the Company shall deliver a written notice to the Seller setting forth the Qualified Orders which accrued during the previous calendar year, the revenues collected from Qualified Orders during the previous calendar year and a calculation of the amount payable to Seller on such Payment Date (calculated in accordance with the next sentence). The amount payable on each such Payment Date shall be equal to (A) 2% of (x) the aggregate amount of revenues from Qualified Orders actually collected by the Company during all calendar years during the Earn-Out Period preceding such Payment Date, minus (y) the aggregate Earn-Out Threshold Amount ----- for all calendar years during the Earn-Out Period preceding such Payment Date, minus (B) the aggregate amount paid by Purchaser or the Company to Seller ----- pursuant to this Section 2.2(c) prior to such Payment Date; provided, however, ------- -------- ------- in the event such amount is a negative number, the amount payable by Purchaser or the Company to Seller on such Payment Date shall be zero and Seller shall have no obligation to pay Purchaser or the Company any amount. On or prior to January 31, 2007, Purchaser shall, or shall cause the Company to, pay to Seller an amount (the "Earn-Out Liquidation Amount") equal to such Seller's share as set forth on EXHIBIT D of the Cash Consideration minus the DepositEarn-Out payable hereunder with respect to all revenues from Qualified Orders that have not been collected prior to December 31, and (ii) deliver the Warrants in the amounts set forth on EXHIBIT D. (d) Upon the execution of this Agreement2006, Purchaser shall deliver but that are reasonably likely to an escrow account, pursuant to the Escrow Agreement dated the date hereof, the amount of $400,000 as a deposit towards the Cash Consideration, by wire transfer of immediately available funds to an account designated in writing by the Company (the balance of such account, including interest accrued thereon net of the fees of the Escrow Agent, the "ESCROW DEPOSIT"). At Closing, the Escrow Deposit shall be applied towards the payment of the Cash Considerationcollected at any time thereafter. In the event that this Agreement is terminated prior to Closingany such Qualified Orders are thereafter cancelled or facts and circumstances arise that make it reasonably likely that the revenues therefrom will not be realized or realizable by the Company, the Escrow Deposit Company shall be delivered to notify the Seller Representative in writing of such facts or Purchaser in accordance with the provisions of SECTION 11.5. (e) Purchaser shall have the right to extend the Closing Date by making the payments set forth below to the Sellers circumstances and the amount of the revenues which will not be realized or realizable, and the Seller shall, within 10 Business Days after receiving such written notice, refund the portion of Earn-Out Liquidation Amount paid by the Company in equal shares on the day following the Closing Date (as it may be extended), which amount shall upon payment be added with respect to the Cash Consideration: PAYMENT DATE EXTENDED CLOSING DATE AMOUNT September 9, 1998 September 15, 1998 $250,000 September 16, 1998 September 22, 1998 $250,000 September 23, 1998 September 29, 1998 $250,000such revenues.

TOTAL CONSIDERATION AND TERMS. (a) The aggregate consideration for the Shares to be purchased by Purchaser hereunder and for the Noncompetition Agreement (the "TOTAL MERGER CONSIDERATION") shall, subject to adjustment as provided in SECTION 2.2(e) SECTIONS 2.5, 2.6, and SECTIONS 2.3, 2.4 and 12.1 13.1 hereof, consist of (i) Twenty-Five Million Dollars ($12,887,000 25,000,000) in cash plus the amounts, if any, added pursuant to Section 2.2(e) (the "CASH CONSIDERATION"); (ii) $3,800,000 promissory notes of FDC the form attached hereto as ANNEX B (the "NOTES") in the aggregate principal amount of Six Million Dollars ($6,000,000), subject to the rights of set-off as provided in the Notes and ARTICLE XIII hereof; and (iii) up to Six Million Dollars ($6,000,000) in Contingent Payment Payments (as defined below), subject to the rights of set-off as provided in SECTION 12.4 ARTICLE XIII hereof and subject to satisfaction of the terms and conditions set forth below in SECTION 2.3; and (iii) the Warrants, which Warrants the parties agree have a value of $40,0002.4. (b) Purchaser has previously delivered to the CompanyThe Total Consideration shall be payable as follows: (i) At Closing, (A) Acquisition shall deposit Three Million Dollars ($225,000 as a deposit towards the Cash Consideration and Purchaser may elect pursuant to SECTION 2.2(e3,000,000) to deliver further amounts as a deposit towards the Cash Consideration (the "ESCROW DEPOSIT") with Signet Banking Corporation, as escrow agent (the "ESCROW AGENT"). At Closing, the amount of the Deposit shall to be applied towards the payment of the Cash Consideration. The amount of the Deposit shall be forfeited to the Sellers or returned to the Purchaser held in accordance with the provisions of SECTIONS 11.2 and 11.4, in escrow agreement attached hereto as ANNEX C (the event that this Agreement is terminated prior to Closing. "ESCROW AGREEMENT"); (cB) At the Closing, Purchaser will Acquisition shall either (i) pay deposit Four Million Dollars ($4,000,000) (the "CONTINGENT PAYMENT DEPOSIT") with Signet Banking Corporation, as contingent payment escrow agent ("CONTINGENT PAYMENT ESCROW AGENT") to each Seller by wire transfer of immediately available funds to an account designated be held in writing by such Seller an amount equal to such Seller's share accordance with the contingent payment escrow agreement attached hereto as set forth on EXHIBIT ANNEX D of (the Cash Consideration minus the Deposit, and "CONTINGENT PAYMENT ESCROW AGREEMENT") or (ii) deliver the Warrants obtain a letter of credit ("LETTER OF CREDIT") in the amounts set forth on EXHIBIT D. (d) Upon the execution of this Agreement, Purchaser shall deliver to an escrow account, pursuant to the Escrow Agreement dated the date hereof, the amount of Four Million Dollars ($400,000 as 4,000,000) from a deposit towards financial institution that has total assets of more than Five Hundred Million Dollars ($500,000,000) for the Cash Consideration, ratable benefit of the Holders to secure the payment obligations of the Company pursuant to SECTION 2.6; (C) Acquisition will pay to Holder Representative for the ratable benefit of the Holders by wire transfer of immediately available funds to an account designated in writing by the Company Holders an amount equal to the Cash Consideration as adjusted pursuant to SUBSECTION 2.5.1 (the balance of such account"CASH CONSIDERATION"), including interest accrued thereon net of the fees of LESS the Escrow Agent, Deposit; and (D) the "ESCROW DEPOSIT"). At Closing, Company will issue the Escrow Deposit shall be applied towards the payment of the Cash Consideration. In the event that this Agreement is terminated prior Notes to Closing, the Escrow Deposit shall be delivered to the Seller Representative or Purchaser in accordance with the provisions of SECTION 11.5Designated Holders. (eii) Purchaser Each Holder of the outstanding Company Shares as of the Effective Time of the Merger (a "HOLDER") shall have the right be entitled to extend receive (A) such Holder's Applicable Percentage (as defined below) of the Closing Date by making Cash Consideration and Contingent Payments, respectively and (B) the payments set forth below Notes in the principal amount equal to such Holder's Applicable Percentage of the Sellers and aggregate principal amount of Notes included in the Company in equal shares Total Consideration. A Holder's "APPLICABLE PERCENTAGE" shall mean, with respect to any Holder, the percentage listed on the day following the Closing Date (as it may be extended), which amount shall upon payment be added to the Cash Consideration: PAYMENT DATE EXTENDED CLOSING DATE AMOUNT September 9, 1998 September 15, 1998 $250,000 September 16, 1998 September 22, 1998 $250,000 September 23, 1998 September 29, 1998 $250,000SCHEDULE A alongside such Holder's name.