Common use of Additional Purchase Price Clause in Contracts

Additional Purchase Price. In addition to the Initial Cash Purchase Price, Borrower may request that Investor deliver to it up to an additional $250,000.00 (the “Maximum Additional Purchase Price”). Any request for delivery of any portion of the Maximum Additional Purchase Price (any such portion so requested, the “Additional Purchase Price”) must be in writing (each, an “Additional Purchase Price Request”) and must be accompanied by any documentation Investor may request in its sole and absolute discretion. Borrower may request that Investor deliver all or any portion of the Maximum Additional Purchase Price to Borrower at any time following the Closing Date; provided, however, that it may not deliver more than one (1) Additional Purchase Price Request to Investor during any fifteen (15) day period during which the Note is outstanding. Following its receipt of any Additional Purchase Price Request, Investor may elect, in its sole discretion, whether or not to deliver the requested Additional Purchase Price to Borrower. For the avoidance of doubt, Investor may delay and/or condition its delivery of all or any portion of the requested Additional Purchase Price in any manner Investor so chooses, or Investor may determine, in its sole and absolute discretion, to not deliver all or any portion of any requested Additional Purchase Price. Following Investor’s delivery of any Additional Purchase Price to Borrower, the portion of the OID (as defined below) attributable to such Additional Purchase Price shall be immediately and automatically deemed to be fully earned and such amount (comprised of both the Additional Purchase Price, the earned OID, and all interest and other amounts earned and attributable to such Additional Purchase Price under the Note) shall be immediately and automatically included in the Conversion Eligible Outstanding Balance (as defined in the Note).

Additional Purchase Price. (a) In addition to the Initial Cash event of a Qualifying Subsequent Transaction (as defined below), the Aggregate Investor Purchase Price or the Aggregate Management Purchase Price, Borrower may request that Investor deliver to it up to an additional $250,000.00 as applicable, shall be increased by the Make Whole Amount (the “Maximum Additional Purchase Price”as defined below). Any request for delivery of any portion The Make Whole Amount shall be paid by the Investor if the Make Whole Amount applies to the exercise of the Maximum Additional Purchase Price (any such portion so requested, Investor Call Option or the “Additional Purchase Price”) must be in writing (each, an “Additional Purchase Price Request”) and must be accompanied by any documentation Investor may request in its sole and absolute discretion. Borrower may request that Investor deliver all or any portion Management Stockholders if the Make Whole Amount applies to the exercise of the Maximum Additional Purchase Price Management Call Option, at the times and in the form of consideration as called for by the Qualifying Subsequent Transaction as if the recipient(s) entitled to Borrower at any time following the Closing DateMake Whole Amount were recipient(s) of consideration in the Qualifying Subsequent Transaction; provided, however, that it may if the consideration in the Qualifying Subsequent Transaction consists in whole or in part of securities issued in a private offering and issuance (or transfer) of the securities to the recipient(s) of the Make Whole Amount is not deliver more than one (1) Additional Purchase Price Request permitted by the issuer of such securities, then the recipients shall be entitled to receive the fair market value of such securities determined by appraisal by an experienced valuation firm acceptable to Investor during any fifteen (15) day period during which and a Majority Interest or, if a mutual agreement cannot be reached, then by the Note is outstanding. Following its receipt average of any Additional Purchase Price Request, the values determined by an appraiser selected by each of the Investor may electand the Majority Interest, in its sole discretion, whether or not cash from the Investor if the Make Whole Amount applies to deliver the requested Additional Purchase Price to Borrower. For the avoidance of doubt, Investor may delay and/or condition its delivery of all or any portion exercise of the requested Additional Purchase Price in any manner Investor so choosesCall Option or the Management Stockholders if the Make Whole Amount applies to the exercise of the Management Call Option. (b) For purposes of this Section 3.3, “Make Whole Amount” means the aggregate difference (but only if a positive number) between (i) the price per share received by the Investor pursuant to the exercise of the Management Call Option or the price per share received by the Management Stockholders pursuant to the exercise of the Investor may determineCall Option, as applicable; and (ii) the price per share received by the Investor or the Management Stockholders, as applicable, in its sole and absolute discretionthe Qualifying Subsequent Transaction; provided, that in a sale of assets by the Company, any amount received by the Company in such Qualifying Subsequent Transaction shall be deemed to not deliver all or any portion of any requested Additional Purchase Price. Following Investor’s delivery of any Additional Purchase Price to Borrower, have been received by the portion Stockholders of the OID (as defined below) attributable Company in proportion to such Additional Purchase Price shall be immediately and automatically deemed to be fully earned and such amount (comprised their ownership of both the Additional Purchase Price, the earned OID, and all interest and other amounts earned and attributable to such Additional Purchase Price under the Note) shall be immediately and automatically included in the Conversion Eligible Outstanding Balance (as defined in the Note)Shares.

Additional Purchase Price. In addition to (i) MOI and the Initial Cash Shareholders agree with BRG that neither MOI nor the Shareholders have any expectation that further consideration for the sale of the Purchased Assets (beyond the Preliminary Purchase Price, Borrower may request that Investor deliver ) shall be payable to it up to an additional $250,000.00 (MOI unless and until the “Maximum Additional Purchase Price”). Any request for delivery operating income of any portion MOI Acquisition Corp. shall have met certain thresholds as contemplated in the calculation of the Maximum Additional Purchase Price (any such portion so requesteddefined in Section 2(c)(ii) below. As a material inducement for BRG and MOI Acquisition Corp. to enter into this Agreement, MOI and the “Shareholders agree that they will assume the risks associated with MOI Acquisition Corp. achieving the operating income results necessary for MOI to earn the payments of the Additional Purchase Price”Price provided for in this Section 2(c). (ii) must be in writing Subject to the terms and conditions herein, on the 60th day following the end of each 12-month period (each, an “"Applicable Period") set forth on Exhibit C hereto (each, an "Additional Payment Date") (or on the immediately following business day if an Additional Payment Date is not a business day), and in addition to the Preliminary Purchase Price, BRG shall deliver to MOI the amount set forth on Exhibit C (in each case, "Additional Purchase Price") for such Applicable Period calculated as set forth in such Exhibit C. Each Additional Purchase Price Request”) and must payment, if any, shall be accompanied by any documentation Investor may request in its sole and absolute discretion. Borrower may request that Investor deliver all or any portion of the Maximum Additional allocated entirely to goodwill as set forth on Exhibit E. The Preliminary Purchase Price to Borrower at any time following the Closing Date; provided, however, that it may not deliver more than one (1) Additional Purchase Price Request to Investor during any fifteen (15) day period during which the Note is outstanding. Following its receipt of any Additional Purchase Price Request, Investor may elect, in its sole discretion, whether or not to deliver the requested Additional Purchase Price to Borrower. For the avoidance of doubt, Investor may delay and/or condition its delivery of all or any portion of the requested Additional Purchase Price in any manner Investor so chooses, or Investor may determine, in its sole and absolute discretion, to not deliver all or any portion of any requested Additional Purchase Price. Following Investor’s delivery of any Additional Purchase Price to Borrower, the portion of the OID (as defined below) attributable to such Additional Purchase Price shall be immediately and automatically deemed to be fully earned and such amount (comprised of both the Additional Purchase Price, if any, are collectively referred to herein as the earned OID"Purchase Price." (d) Delivery. At the Closing, and all interest and other amounts earned and attributable MOI shall deliver to such Additional Purchase Price under the Note) shall be immediately and automatically included MOI Acquisition Corp. an executed ▇▇▇▇ of Sale in the Conversion Eligible Outstanding Balance form attached hereto as Exhibit D and any other appropriate instruments of transfer of title to the Purchased Assets evidencing the purchase and sale of the Purchased Assets, as well as all title documents relating to the Purchased Assets, duly executed or endorsed for transfer to MOI Acquisition Corp. At the Closing, BRG shall deliver to MOI the Initial Preliminary Payment. (as defined in the Notee).

Additional Purchase Price. In addition During the time period commencing on the Closing Date and terminating on June 30, 2013 (“Earnout Period”), Seller shall have the non-exclusive right to propose a new lease with: (a) any of the Initial Cash Purchase Price, Borrower may request that Investor deliver to it up to an additional $250,000.00 prospective tenants listed on Exhibit “A,” attached hereto (the “Maximum Additional Purchase PriceProspective Tenant List”). Any request for delivery of ; or (b) any portion of the Maximum Additional Purchase Price other third party (any such portion so requested, the “Additional Purchase Price”not affiliated with Seller) must be in writing sourced by Seller (each, an “Earnout Lease”) and collectively, the “Earnout Leases”), for the vacant space or vacant pad existing at the Shopping Center as of the Closing, which vacant space and vacant pad are depicted on Exhibit “B,” attached hereto (the “Vacant Space”). Each Earnout Lease and the terms and conditions thereof shall be subject to the review and approval by Buyer, which approval may be granted or withheld in Buyer’s sole but reasonable discretion. In the event Buyer approves in writing one or more Earnout Leases pursuant to the provisions of this Section 1, then Buyer shall be obligated to pay to Seller the Additional Purchase Price Request”) and must be accompanied by any documentation Investor may request in its sole and absolute discretion. Borrower may request that Investor deliver all or any portion of the Maximum Additional Purchase Price to Borrower at any time following the Closing Date; provided, however, that it may not deliver more than one (1) Additional Purchase Price Request to Investor during any fifteen (15) day period during which the Note is outstanding. Following its receipt of any Additional Purchase Price Request, Investor may elect, in its sole discretion, whether or not to deliver the requested Additional Purchase Price to Borrower. For the avoidance of doubt, Investor may delay and/or condition its delivery of all or any portion of the requested Additional Purchase Price in any manner Investor so chooses, or Investor may determine, in its sole and absolute discretion, to not deliver all or any portion of any requested Additional Purchase Price. Following Investor’s delivery of any Additional Purchase Price to Borrower, the portion of the OID (as defined below) attributable to such Additional Purchase Price ), which shall be immediately calculated in accordance with the following provisions. Step 1: Compute the aggregate Stabilized Rent (as defined below), with respect to: (i) the Leases in effect as of the Closing Date (collectively, the “Existing Leases”); and automatically (ii) all of the Earnout Leases entered into during the Earnout Period which satisfy the following requirements: (A) the applicable Earnout Leases that have been approved by Buyer, which approval may be granted or withheld in the sole but reasonable discretion of Buyer; (B) the applicable Earnout Leases are leases of the Vacant Space; (C) the applicable Earnout Leases are in full force and effect as of the expiration of the Earnout Period; and (D) the tenants under the applicable Earnout Leases are not in default in the performance of any of their obligations under their respective Earnout Leases (collectively, the “Earnout Period Qualified Leases”). The Stabilized Rent shall be calculated by adding (w) the sum of: (i) the Stabilized Rent for the Existing Leases as of the Closing; and (ii) the Stabilized Rent for the Earnout Period Qualified Leases as of the expiration of the Earnout Period; plus (x) the annualized projected operating expenses, maintenance expenses, insurance costs and tax costs that are subject to reimbursement by the applicable tenants pursuant to each of the Existing Leases and the Earnout Period Qualified Leases. For the purposes of calculating the Stabilized Rent in this Step 1, the “Stabilized Rent” for a particular Existing Lease or Earnout Period Qualified Lease means (y) in the case of each Existing Lease, the full contractual annualized base rent due under such Existing Lease as of the Closing; and (z) in the case of each Earnout Period Qualified Lease, the full contractual annualized base rent due under such Earnout Period Qualified Lease as of the expiration of the Earnout Period, in each case calculated without regard to any annual increase in base rent and calculated without regard to any rent abatement period, rent credits, rent holidays, or other Tenant Inducement Costs. Notwithstanding any of the terms and conditions to the contrary contained in this definition of Stabilized Rent, if the terms of any Existing Lease or Earnout Period Qualified Lease call for the scheduled annualized base rent to reduce from time to time during the term of such lease, then the full annualized contractual base rent of such lease for purposes of these calculations shall be deemed to be fully earned the lowest scheduled annualized base rent called for by the applicable lease after the commencement of any such reductions. Step 2: If the actual vacancy rate in the Shopping Center at the expiration of the Earnout Period with respect to retail space that is available for lease is less than five percent (5%), then recalculate the amount computed in Step 1 utilizing a vacancy reserve in an amount equal to the difference between the actual vacancy for such retail space and the vacancy as calculated by utilizing a five percent (5%) vacancy rate for such amount retail space. For example, if the actual vacancy rate with respect to retail space that is available to lease is three percent (comprised of both the Additional Purchase Price3%), the earned OIDamount computed in Step 1 above would be reduced by the product obtained by multiplying the amount computed in Step 1 by two percent (2%) 5% - 3% = 2%. Step 3: Subtract from the amount computed as a result of Step 2: (a) the annual operating expenses, maintenance expenses, insurance costs and all interest and other amounts earned and attributable to such Additional Purchase Price under tax expenses of the Note) shall be immediately and automatically included in Shopping Center as of the Conversion Eligible Outstanding Balance expiration of the Earnout Period (as defined in the Noteprojected by Buyer and reasonably approved by Seller).,