Common use of Payment of the Consideration Clause in Contracts

Payment of the Consideration. The Consideration and the Post Locked Box Date Lending Amount shall be paid by the Purchaser in cash on Completion, by irrevocable wire transfer, value date on the Completion Date, as follows : (a) an amount equal to EUR 1,500,000 less (if the [*] Claim is finally settled prior to the Completion Date) the Net [*] Claim Payment Amount, shall be paid to the Seller for the sale and purchase of the Quota (the “Quota Consideration”). If: (a) the [*] Claim has been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Designated Account; or (ii) if the [*] Claim has not been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Escrow Account; and (b) an amount equal to EUR 4,202,536 less i. any Leakage notified under Clause 4.6; and ii. the WHT Amount (to the extent such amount is not included in the Leakage notification), (the “Intercompany Pay-Off Amount”) shall be paid into the bank accounts notified in the Indebtedness Schedule (and shall absolutely discharge the Company for any liability against any member of the Seller’s Group in respect of the Intercompany Indebtedness as well as the Intercompany Pay-Off Amount); and (c) the Post-Locked Box Date Lending Amount shall be paid into the Designated Account in repayment of all Post-Locked Box Date Lending (and the payment of such amount into the Designated Account shall absolutely discharge the Company for any liability against any member of the Seller’s Group in connection with the Post-Locked Box Date Lending). In the event that the Quota Consideration is payable into the Designated Account, the Seller shall have the right to elect in the Indebtedness Schedule that the Leakage notified under Clause 4.6 and the WHT Amount will be deducted from the Quota Consideration rather than the Intercompany Pay-Off Amount. For the avoidance of any doubt, an example calculation of the Consideration is attached hereto as Schedule 15.

Payment of the Consideration. The In consideration of the payment of the Consideration by the OP to the Contributor, the Contributor agrees to contribute, assign and transfer the Property to the Property Partnership for the benefit of the OP in accordance with the terms and conditions set forth in this Agreement as a contribution to the capital of the OP pursuant to Section 721 of the Internal Revenue Code of 1986, as amended and the Post Locked Box Date Lending Amount OP shall be paid by pay the Purchaser Consideration to the Contributor in cash on Completion, by irrevocable wire transfer, value date on the Completion Date, as follows following manner: (a) an amount equal The total Consideration for the contribution by the Contributor of the Property, which the OP and the Property Partnership agree to EUR 1,500,000 less (if the [*] Claim is finally settled prior pay to the Completion Contributor and which the Contributor agrees to accept for the contribution of the Property is Thirteen Million Nine Hundred Seventy Thousand Dollars and No/100 ($13,970,000.00), which amount includes the payoff of the Existing Loan, payable in cash and LP Units, with the price of such LP Units to be determined on the Closing Date, subject to the prorations and adjustments described herein. Contributor shall be restricted from converting or selling any such LP Units for a period of one (1) year from the Net [*] Claim Payment Amount, Closing Date. Any adjustments and prorations to be made pursuant to the terms of this Agreement shall be paid by wire transfer of immediately available funds to an account specified by the Seller for the sale and purchase party due to receive same. The Consideration shall consist of the Quota following: (i) On the “Quota Consideration”). If: (a) the [*] Claim has been finally settled prior to the Completion Closing Date, the Quota Contributor will receive a cash distribution (the "Cash Amount") from OP to reimburse Contributor for pre-formation expenditures in accordance with Treasury Regulation Section 1.707-4(b) in the amount of $866,000.00; (ii) The "Loan Amount" which shall be the amount of the payoff for the Existing Loan, if not assumed by the Property Partnership; and (iii) The LP Units which shall consist of units of limited partnership interest in the OP with a value equal to Thirteen Million Nine Hundred Seventy Thousand Dollars and No/100 ($13,970,000.00) less the Cash Amount, and less the Loan Amount; and which shall be subject to the payment schedule, the prorations and adjustments described herein and payable as set forth herein, provided, however, that all holdbacks, deductions, prorations and any other adjustments or costs affecting the total Consideration shall be paid into the Designated Account; from or (ii) if the [*] Claim has not been finally settled prior added to the Completion Date, the Quota Consideration shall be paid into the Escrow Account; and (b) an amount equal to EUR 4,202,536 less i. any Leakage notified under Clause 4.6; and ii. the WHT Amount (to the extent such amount is not included in the Leakage notification), (the “Intercompany Pay-Off Amount”) shall be paid into the bank accounts notified in the Indebtedness Schedule (and shall absolutely discharge the Company for any liability against any member of the Seller’s Group in respect of the Intercompany Indebtedness as well as the Intercompany Pay-Off Amount); and (c) the Post-Locked Box Date Lending Amount shall be paid into the Designated Account in repayment of all Post-Locked Box Date Lending (and the payment of such amount into the Designated Account shall absolutely discharge the Company for any liability against any member of the Seller’s Group in connection with the Post-Locked Box Date Lending). In the event that the Quota Consideration is payable into the Designated Account, the Seller shall have the right to elect in the Indebtedness Schedule that the Leakage notified under Clause 4.6 and the WHT Amount will be deducted from the Quota Consideration rather than the Intercompany Pay-Off Cash Amount. For purposes hereof, the avoidance of any doubt, an example calculation "Value" of the Consideration is attached hereto LP Units shall be deemed to be equal to the Value, based upon a twenty (20)-day volume weighted average price, of the REIT Shares (as Schedule 15defined in the OP's Limited Partnership Agreement, hereinafter defined) into which the LP Units would be convertible if converted at a one-to-one conversion ratio on the date of this Agreement.

Payment of the Consideration. The Consideration and the Post Locked Box Date Lending Amount shall be paid by to the Purchaser Contributor in cash on Completion, by irrevocable wire transfer, value date on the Completion Date, as follows following manner: (a) The Acquiror shall receive a credit against the Consideration in an amount equal to EUR 1,500,000 less the outstanding balance (if principal, interest, fees and the [*] Claim like), as of the Closing Date, of the Existing Financing encumbering the Property as such balance is finally settled prior evidenced by a letter from the lender, which loan the Acquiror shall take subject to or, at Acquiror’s option, assume. (b) Acquiror has made a deposit of $7,000,000.00 (the “Deposit”) into an interest-bearing escrow account, which account bears interest at a rate of 8% per annum. The Deposit shall be refundable to Acquiror until the Closing. In the event Closing occurs, Acquiror shall receive a credit against the Consideration in an amount equal to the Completion DateDeposit. (c) At Closing, the Net [*] Claim Payment AmountAcquiror shall pay the balance of the Consideration, as adjusted by the prorations pursuant to Section 6.5 hereof (the “Closing Balance”), in the form of lawful money of the United States and in LP Units of Acquiror. Approximately $6,000,000.00 of the Closing Balance plus an amount equal to the sum of all expenses incurred by the Contributors related to the transactions contemplated by this Agreement, shall be paid to Contributors in the Seller form of LP Units, which, for the sale purposes of this Agreement, shall be deemed to have a per LP Unit value equal to $9.12 per share for the common shares of beneficial interest of Hersha Hospitality Trust, a Maryland real estate investment trust ("Hersha"). (d) Notwithstanding the foregoing, no LP Units shall be issued by the Acquiror, and purchase following such issuance no LP Units shall be transferred by the Contributor to, any person or entity that is not an accredited investor within the meaning of Regulation D promulgated by the Quota United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Quota ConsiderationSecurities Act”). If: (a) the [*] Claim has been finally settled prior , and to the Completion Dateextent any such non-accredited person or entity is entitled to receive any portion of the Consideration, such portion shall be paid in cash rather than LP Units and the Quota number of LP Units issuable in payment of the Consideration shall be reduced accordingly. The Contributor agrees to take such actions as Acquiror may reasonably request in order to assure that the issuance of any LP Units pursuant to this Agreement complies with the requirements of the Securities Act and Regulation D promulgated thereunder. Except as otherwise expressly set forth in this Agreement, the Contributor acknowledges and agrees that once the Closing occurs, the Contributor shall no longer hold any right, title or interest in the Property (except through its ownership of Acquiror). Contributor hereby directs Acquiror to pay, issue and distribute (as applicable) the Consideration on the Closing Date to the Contributors in such amounts set forth in an amendment to this Agreement mutually agreed on by the parties prior to Closing. No fractional LP Units will be issued as Consideration hereunder, but in lieu of issuing fractional LP Units, the value thereof shall be paid into in cash. The Contributors that acquire LP Units acknowledge that any certificates evidencing the Designated Account; or LP Units will bear appropriate legends indicating (i) that the LP Units have not been registered under the Securities Act, and (ii) if the [*] Claim has not been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Escrow Account; and (b) an amount equal to EUR 4,202,536 less i. any Leakage notified under Clause 4.6; and ii. the WHT Amount (to the extent such amount is not included in the Leakage notification), that Acquiror’s Limited Partnership Agreement (the “Intercompany Pay-Off AmountAcquiror’s Limited Partnership Agreement”) shall be paid into restricts the bank accounts notified in the Indebtedness Schedule (and shall absolutely discharge the Company for any liability against any member transfer of the Seller’s Group in respect LP Units. Each Contributor that receives LP Units shall upon receipt of the Intercompany Indebtedness as well as LP Units at Closing become a limited partner of Acquiror by executing the Intercompany Pay-Off Amount); and form of joinder (cthe “Joinder”) to the Post-Locked Box Date Lending Amount shall be paid into the Designated Account in repayment of all Post-Locked Box Date Lending (and the payment of such amount into the Designated Account shall absolutely discharge the Company for any liability against any member of the SellerAcquiror’s Group in connection with the Post-Locked Box Date Lending). In the event that the Quota Consideration is payable into the Designated Account, the Seller shall have the right to elect in the Indebtedness Schedule that the Leakage notified under Clause 4.6 and the WHT Amount will be deducted from the Quota Consideration rather than the Intercompany Pay-Off Amount. For the avoidance of any doubt, an example calculation of the Consideration is Limited Partnership Agreement attached hereto as Schedule 15Exhibit J and deliver the executed Joinder at closing pursuant to the terms of Section 6.2 hereof; provided, however, that any Contributor that is presently a limited partner of the Acquiror shall not be required to execute and deliver the Joinder. By executing and delivering the Joinder in accordance with the terms hereof each Contributor acknowledges that it will be bound by the terms and provisions of the Acquiror’s Limited Partnership Agreement.

Payment of the Consideration. The Consideration and the Post Locked Box Date Lending Amount shall be paid by to the Purchaser Contributors in cash on Completion, by irrevocable wire transfer, value date on the Completion Date, as follows following manner: (a) an amount equal Partnership Acquirer has made a deposit to EUR 1,500,000 less Contributors in the sum of Two Million Dollars (if the [*] Claim is finally settled prior to the Completion Date$2,000,000.00) the Net [*] Claim Payment Amount, shall be paid to the Seller for the sale and purchase of the Quota (the “Quota ConsiderationDeposit”). If: (a) the [*] Claim has been finally settled prior as a refundable deposit, paid directly to the Completion Contributors. The Deposit shall be refunded to Partnership Acquirer should the Acquirers terminate the Agreement. Contributors agree to pay interest to Partnership Acquirer on the Deposit at a rate of Ten Percent (10%) per annum from date of receipt of the Deposit until date of closing or termination of the Agreement and return of the Deposit to the Partnership Acquirer. Should closing occur, Contributors shall refund Deposit to Partnership Acquirer and Partnership Acquirer shall pay to Contributor the LP Units, the price of such LP Units to be determined on the date of closing calculated as the Purchase Price less the principal amount of the Existing Mortgage outstanding on the Closing Date, divided by the Quota Consideration shall be paid into average volume-weighted closing price of Hersha Hospitality Trust common shares over a twenty (20) trading day period that ends at the Designated Account; or (ii) if conclusion of the [*] Claim has not been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Escrow Account; andprevious trading day. (b) an amount equal At Closing, the lender shall give consent to EUR 4,202,536 less i. any Leakage notified under Clause 4.6; and iisuch contribution and within a reasonable period of time, lender shall cause modification or assumption of the Existing Mortgage, as appropriate. the WHT Amount (Any adjustments and prorations to be made pursuant to the extent such amount is not included in the Leakage notification), (the “Intercompany Pay-Off Amount”) terms of this Agreement shall be paid into by wire transfer of immediately available funds to an account specified by the bank accounts notified in the Indebtedness Schedule (and shall absolutely discharge the Company for any liability against any member of the Seller’s Group in respect of the Intercompany Indebtedness as well as the Intercompany Pay-Off Amount); andparty due to receive same. (c) Notwithstanding the Postforegoing, no LP Units shall be issued by the Partnership Acquirer, and following such issuance no LP Units shall be transferred by the Contributors to, any person or entity that is not an accredited investor within the meaning of Regulation D promulgated by the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and to the extent any such non-Locked Box Date Lending Amount accredited person or entity is entitled to receive any portion of the Consideration, such portion shall be paid into the Designated Account in repayment of all Post-Locked Box Date Lending (cash rather than LP Units and the number of LP Units issuable in payment of such amount into the Designated Account shall absolutely discharge the Company for any liability against any member of the Seller’s Group in connection with the Post-Locked Box Date Lending). In the event that the Quota Consideration is payable into the Designated Account, the Seller shall have the right to elect in the Indebtedness Schedule that the Leakage notified under Clause 4.6 and the WHT Amount will be deducted from the Quota Consideration rather than the Intercompany Pay-Off Amount. For the avoidance of any doubt, an example calculation of the Consideration is shall be reduced accordingly. The Contributors agree to take such actions as Partnership Acquirer may reasonably request in order to assure that the issuance of any LP Units pursuant to this Agreement complies with the requirements of the Securities Act and Regulation D promulgated thereunder. Except as otherwise expressly set forth in this Agreement, the Contributors acknowledge and agree that once the Closing occurs, the Contributors shall no longer hold any right, title or interest in the Property (except through its ownership of Partnership Acquirer). Contributors hereby direct Acquirers to pay, issue and distribute (as applicable) the Consideration on the Closing Date to the Contributors in such amounts set forth in this Agreement. The Contributors that acquire LP Units acknowledge that any certificates evidencing the LP Units will bear appropriate legends indicating (i) that the LP Units have not been registered under the Securities Act, and (ii) that Partnership Acquirer’s Limited Partnership Agreement (the “Acquirer’s Limited Partnership Agreement”) restricts the transfer of the LP Units. The Contributors shall upon receipt of the LP Units at Closing become a limited partner of Acquirer by executing the form of joinder (the “Joinder”) to the Partnership Acquirer’s Limited Partnership Agreement attached hereto as Schedule 15Exhibit J and deliver the executed Joinder at closing pursuant to the terms of Section 6.2 hereof; provided, however, that if any Contributor is presently a limited partner of the Partnership Acquirer, such Contributor shall not be required to execute and deliver the Joinder. By executing and delivering the Joinder in accordance with the terms hereof, each Contributor acknowledges that it will be bound by the terms and provisions of the Acquirer’s Limited Partnership Agreement.

Payment of the Consideration. The Acquirer shall pay the Consideration and to the Post Locked Box Date Lending Amount shall be paid by Contributors in the Purchaser in cash on Completion, by irrevocable wire transfer, value date on the Completion Date, as follows following manner: (a) an amount equal Acquirer shall pay to EUR 1,500,000 less Contributors Five Hundred Seventy Four Thousand Three Hundred and Six (if 574,306) LP Units, the [*] Claim is finally settled prior price of such LP Units to be determined on the Completion Closing Date) the Net [*] Claim Payment Amount, . Contributors shall be paid to restricted from converting or selling such LP Units for a period of one (1) year from the Seller for the sale and purchase of the Quota (the “Quota Consideration”). If: (a) the [*] Claim has been finally settled prior to the Completion Closing Date, the Quota Consideration shall be paid into the Designated Account; or (ii) if the [*] Claim has not been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Escrow Account; and. (b) an amount equal At Closing, the Existing Mortgage shall be assumed or modified by Acquirer, and the Property Owner shall remain the borrower. Any adjustments and prorations to EUR 4,202,536 less i. any Leakage notified under Clause 4.6; and ii. the WHT Amount (be made pursuant to the extent such amount is not included in the Leakage notification), (the “Intercompany Pay-Off Amount”) terms of this Agreement shall be paid into by wire transfer of immediately available funds to an account specified by the bank accounts notified in the Indebtedness Schedule (and shall absolutely discharge the Company for any liability against any member of the Seller’s Group in respect of the Intercompany Indebtedness as well as the Intercompany Pay-Off Amount); andparty due to receive same. (c) Notwithstanding the Postforegoing, no LP Units shall be issued by the Acquirer, and following such issuance no LP Units shall be transferred by any Contributor to, any person or entity that is not an accredited investor within the meaning of Regulation D promulgated by the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and to the extent any such non-Locked Box Date Lending Amount accredited person or entity is entitled to receive any portion of the Consideration, such portion shall be paid into the Designated Account in repayment of all Post-Locked Box Date Lending (cash rather than LP Units and the number of LP Units issuable in payment of such amount into the Designated Account shall absolutely discharge the Company for any liability against any member of the Seller’s Group in connection with the Post-Locked Box Date Lending). In the event that the Quota Consideration is payable into the Designated Account, the Seller shall have the right to elect in the Indebtedness Schedule that the Leakage notified under Clause 4.6 and the WHT Amount will be deducted from the Quota Consideration rather than the Intercompany Pay-Off Amount. For the avoidance of any doubt, an example calculation of the Consideration is shall be reduced accordingly. Each Contributor agrees to take such actions as Acquirer may reasonably request in order to assure that the issuance of any LP Units pursuant to this Agreement complies with the requirements of the Securities Act and Regulation D promulgated thereunder. Except as otherwise expressly set forth in this Agreement, the Contributors acknowledge and agree that once the Closing occurs, the Contributors shall no longer hold any right, title or interest in the Property Owner (except through its ownership of Acquirer). Contributors hereby direct Acquirer to pay, issue and distribute (as applicable) the Consideration on the Closing Date to the Contributors in such amounts set forth in this Agreement. The Contributors that acquire LP Units acknowledge that any certificates evidencing the LP Units will bear appropriate legends indicating (i) that the LP Units have not been registered under the Securities Act, and (ii) that Acquirer’s Limited Partnership Agreement (the “Acquirer’s Limited Partnership Agreement”, attached hereto as Schedule 15Exhibit K) restricts the transfer of the LP Units. Each Contributor shall upon receipt of the LP Units at Closing become a limited partner of Acquirer by executing the form of joinder (the “Joinder”, attached hereto as Exhibit J) to the Acquirer’s Limited Partnership Agreement and deliver the executed Joinder at closing pursuant to the terms of Section 6.2 hereof; provided, however, that if any Contributor is presently a limited partner of the Acquirer, such Contributor shall not be required to execute and deliver the Joinder. By executing and delivering the Joinder in accordance with the terms hereof, each Contributor acknowledges that it will be bound by the terms and provisions of the Acquirer’s Limited Partnership Agreement.

Payment of the Consideration. The Consideration and the Post Locked Box Date Lending Amount shall be paid by to the Purchaser Contributor in cash on Completion, by irrevocable wire transfer, value date on the Completion Date, as follows following manner: (a) an amount equal Acquirer shall pay to EUR 1,500,000 less (if Contributor the [*] Claim is finally settled prior Consideration in LP Units. If Closing occurs after September 30, 2007, Acquirer shall additionally pay to Contributor the Completion Date) the Net [*] Claim Payment AmountContingent Consideration, shall be paid to the Seller for the sale and purchase of the Quota (the “Quota Consideration”). If: (a) the [*] Claim has been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Designated Account; or (ii) if the [*] Claim has not been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Escrow Account; andalso in LP Units. (b) an amount equal Any adjustments and prorations to EUR 4,202,536 less i. any Leakage notified under Clause 4.6; and ii. the WHT Amount (be made pursuant to the extent such amount is not included in the Leakage notification), (the “Intercompany Pay-Off Amount”) terms of this Agreement shall be paid into by wire transfer of immediately available funds to an account specified by the bank accounts notified in the Indebtedness Schedule (and shall absolutely discharge the Company for any liability against any member of the Seller’s Group in respect of the Intercompany Indebtedness as well as the Intercompany Pay-Off Amount); andparty due to receive same. (c) Notwithstanding the Postforegoing, no LP Units shall be issued by the Acquirer, and following such issuance no LP Units shall be transferred by the Contributor to, any person or entity that is not an accredited investor within the meaning of Regulation D promulgated by the United States Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), and to the extent any such non-Locked Box Date Lending Amount accredited person or entity is entitled to receive any portion of the Consideration, such portion shall be paid into the Designated Account in repayment of all Post-Locked Box Date Lending (cash rather than LP Units and the number of LP Units issuable in payment of such amount into the Designated Account shall absolutely discharge the Company for any liability against any member of the Seller’s Group in connection with the Post-Locked Box Date Lending). In the event that the Quota Consideration is payable into the Designated Account, the Seller shall have the right to elect in the Indebtedness Schedule that the Leakage notified under Clause 4.6 and the WHT Amount will be deducted from the Quota Consideration rather than the Intercompany Pay-Off Amount. For the avoidance of any doubt, an example calculation of the Consideration is shall be reduced accordingly. The Contributor agrees to take such actions as Acquirer may reasonably request in order to assure that the issuance of any LP Units pursuant to this Agreement complies with the requirements of the Securities Act and Regulation D promulgated thereunder. Except as otherwise expressly set forth in this Agreement, the Contributor acknowledges and agrees that once the Closing occurs, the Contributor shall no longer hold any right, title or interest in the Property (except through its ownership of Acquirer). Contributor hereby directs Acquirer to pay, issue and distribute (as applicable) the Consideration on the Closing Date to the Contributor in such amounts set forth in this Agreement. The Contributor that acquires LP Units acknowledges that any certificates evidencing the LP Units will bear appropriate legends indicating (i) that the LP Units have not been registered under the Securities Act, and (ii) that Acquirer’s Limited Partnership Agreement (the “Acquirer’s Limited Partnership Agreement”) restricts the transfer of the LP Units. The Contributor shall upon receipt of the LP Units at Closing become a limited partner of Acquirer by executing the form of joinder (the “Joinder”) to the Acquirer’s Limited Partnership Agreement attached hereto as Schedule 15Exhibit J and deliver the executed Joinder at closing pursuant to the terms of Section 6.2 hereof; provided, however, that if Contributor is presently a limited partner of the Acquirer, Contributor shall not be required to execute and deliver the Joinder. By executing and delivering the Joinder in accordance with the terms hereof the Contributor acknowledges that it will be bound by the terms and provisions of the Acquirer’s Limited Partnership Agreement.

Payment of the Consideration. The Consideration and 3.2.1. On the Post Locked Box Completion Date Lending Amount shall be paid by the Purchaser in cash on Completion, by irrevocable wire transfer, value date on shall pay the Completion Date, Initial Consideration as follows follows: (a) ninety-five (95) per cent (%) of the amount corresponding to the Initial Consideration less the Strike Portion shall be paid in immediately available funds by wire transfer to the Pivot Bank Account; (b) the Strike Portion shall be paid in immediately available funds by wire transfer to the bank account of the Company, in the amount notified by the Sellers’ Representative in the Pre-Completion Statement; (c) five (5) per cent (%) of the Initial Consideration (the “Escrow Amount”) to the “Séquestre Juridique de l’Ordre des Avocats du Barreau de Paris”, as an escrow agent (the “Escrow Agent”), to be held in accordance with the terms and conditions of an escrow agreement to be entered into on the Completion Date by and among the Purchaser, the Sellers Representative and the Escrow Agent, in a form to be agreed in good faith between the Sellers and the Purchaser (the “Escrow Agreement”). 3.2.2. The Escrow Amount shall be held as security for fulfillment of the Sellers’ obligations under this Agreement (whether obligations of payment, obligations relating to the representations and warranties and/or fulfillment of covenants contained in the Agreement). The Escrow Amount shall be held as security for the repayment obligations of the Sellers under Clause 11 (Refund by the Sellers), as follows: (a) the Purchaser and the Sellers Representative may at any time address a joint notice to the Escrow Agent to release all or part of the Escrow Amount in a form attached as exhibit to the Escrow Agreement; (b) fifty percent (50 %) of (i) the Escrow Amount, less (ii) the amount of any claim(s) against the Sellers that the Purchaser has raised as at the first anniversary date of the Completion Date in accordance with the terms and conditions of Clause 11 (Refund by the Sellers) and which is(are) unsettled as of such date, shall be released to the Pivot Bank Account on the first anniversary of the Completion Date; (c) upon the second anniversary date of the Completion Date (the “Final Release Date”), the remaining balance of the Escrow Amount at that date shall automatically be released to the Pivot Bank Account; (d) as an exception to subparagraph (c) above and in accordance with the provisions of the Escrow Agreement, if one or more claims have been duly notified by the Purchaser to the Sellers Representative in accordance with the terms of Clause 11 (Refund by the Sellers) prior to the Final Release Date, the Purchaser and the Sellers Representative shall address a joint notice to the Escrow Agent instructing the Escrow Agent to continue to hold an amount corresponding to such claims, in accordance with the provisions of the Escrow Agreement. 3.2.3. No later than five (5) Business Days following the date on which the Final Completion Statement is finally determined in accordance with the provisions of Schedule 3.2 (Completion Statement), if the Final Consideration exceeds the Initial Consideration, then the Purchaser shall pay to the Pivot Bank Account an amount equal to EUR 1,500,000 less (if such excess. 3.2.4. If the [*] Claim is finally settled prior to Initial Consideration exceeds the Completion Date) the Net [*] Claim Payment Amount, shall be paid to the Seller for the sale and purchase of the Quota (the “Quota Final Consideration”). If: (a) the [*] Claim has been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Designated Account; or (ii) if the [*] Claim has not been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Escrow Account; and (b) an amount equal to EUR 4,202,536 less i. any Leakage notified under Clause 4.6; and ii. such excess shall be first paid out of the WHT Escrow Amount by way of debt set off (to compensation de créances) and the extent such amount is not included in the Leakage notification), remaining balance (the “Intercompany Pay-Off Amount”if any) shall be paid into the bank accounts notified in the Indebtedness Schedule (and shall absolutely discharge the Company for any liability against any member out of the Earn-Out amounts (if any), in accordance with Clause 3.1.2 of this Agreement. 3.2.5. The Parties agree that any payment to be made pursuant to this Clause 3 may be reduced by the Purchaser by, or offset by the Purchaser against, the amount of any Claim made by the Purchaser against the Sellers pursuant to Clause 11 (Refund by the Seller’s Group in respect ) that has become final, due and payable pursuant to the terms of this Agreement. 3.2.6. Subject to the Intercompany Indebtedness as well payment which shall be made to the Escrow Agent, any payment required to be made by the Purchaser under this Clause 3.2 shall be made on the Pivot Bank Account. As soon as the Intercompany PayPurchaser will have paid the Initial Consideration and, as the case may be, the Earn-Off Amount); and Outs (cas may be adjusted pursuant to Clause 3.1.2) on the Post-Locked Box Date Lending Amount shall be paid into the Designated Account in repayment of all Post-Locked Box Date Lending (and the payment of such amount into the Designated Account shall absolutely discharge the Company for any liability against any member of the Seller’s Group in connection with the Post-Locked Box Date Lending). In the event that the Quota Consideration is payable into the Designated Pivot Bank Account, the Seller shall Purchaser will have satisfied with all its payment obligations to the right to elect Sellers in respect of, respectively, the Indebtedness Schedule that the Leakage notified under Clause 4.6 Initial Consideration and the WHT Amount will Earn-Outs. The Sellers shall be deducted responsible for the sub-sequent allocation of each Seller’s Respective Portion and release the Purchaser from any liability in this respect. The Purchaser shall not be concerned with, or have any liability whatsoever with respect to, the Quota Consideration rather than the Intercompany Pay-Off Amount. For the avoidance of any doubt, an example calculation allocation of the Consideration is attached hereto as Schedule 15and the Earn-Outs among the Sellers.

Payment of the Consideration. (a) At least 10 Business Days prior to Completion, the Seller shall deliver to the Purchaser a draft of the Net Asset Statement to be prepared in accordance with Schedule 4 on the assumption that the Completion Date had occurred at the end of the month immediately preceding the date on which all Conditions have been satisfied and/or waived and an estimate of the adjustments to be made to the Enterprise Value in accordance with clause 4.2 in order to arrive at the Consideration (the “Estimated Adjustments”). The Seller shall provide the Purchaser with all working papers, calculations and other evidence relevant to the preparation of such draft Net Asset Statement and to the calculation of the Estimated Adjustments as the Purchaser may require. The parties shall use their best endeavours to agree the Estimated Adjustments on the basis of the information then available to them. (i) The Purchaser shall pay on Completion on account of the Consideration an amount equal to the Enterprise Value plus or minus the Estimated Adjustments less, if the parties are unable to agree the Estimated Adjustments, an amount representing the difference between their respective calculations of the Estimated Adjustments (the “Disputed Amount”) and less in any event the Claims Retention to be retained by the Purchaser pursuant to clause 6.4(b). The resulting amount shall be apportioned pursuant to clause 4.4 (it being understood that any Disputed Amount shall be allocated to the relevant unit) and the Post Locked Box Date Lending relevant portion shall be paid to each relevant selling entity by telegraphic transfer in immediately available funds into such account or accounts (outside of the UK) as each of them shall have notified to the Purchaser in writing on or before the fifth Business Day prior to Completion. (ii) The Disputed Amount shall be paid into an Escrow Account in accordance with the terms of Schedule 18. The terms of Schedule 18 shall apply to the Escrow Account. (iii) Following the final agreement or determination of the Net Asset Statement (in accordance with Schedule 4) and the adjustments to be made pursuant to clause 4.2, an amount equal to the difference between the amount paid by the Purchaser to the relevant selling entities on account of the Consideration pursuant to clause 6.4(a)(i) and the amount of the Enterprise Value as adjusted pursuant to clause 4.2 in accordance with the final Net Asset Statement (less the Claims Retention) shall be payable by the Purchaser to the relevant selling entities. Any amount payable by the Purchaser shall, so far as possible, be satisfied from the Disputed Amount together with interest accrued on the Disputed Amount (or the relevant part thereof) from the Completion Date up to the date of payment and shall be released to the relevant selling entities. Where there is any balance remaining after such payment, such balance shall be released to the account of the Purchaser together with interest accrued from the Completion Date on that amount up to the date of payment. If the amount paid by the Purchaser on account of the Consideration pursuant to clause 6.4(a)(i) exceeds the amount of the Enterprise Value as adjusted pursuant to clause 4.2 in accordance with the final Net Asset Statement (less the Claims Retention) then the Seller shall procure that each relevant selling entity repays to the Purchaser the amount of the excess together with interest accrued since the Completion Date on that amount up to the date of payment and the entire Disputed Amount (including interest accrued thereon) shall be released to the Purchaser. Interest on amounts not satisfied from the Disputed Amount shall bear interest at EURIBOR calculated in accordance with clause 18. (b) An amount of €125 million (the “Claims Retention”) shall be retained by the Purchaser (€100 million withheld from the Consideration otherwise payable to the Swedish Local Transferor and €25 million withheld from the Consideration otherwise payable to the German Local Transferor) and applied in accordance with Part A of Schedule 19, provided that the amount of the Claims Retention may at any time be reduced at the option of the Seller if: (i) the Seller delivers to the Purchaser a Letter of Credit in a form reasonably acceptable to the Purchaser (provided that the Purchaser may not, in the absence of justifiable reasons, decline to accept a Letter of Credit which is substantially in the form set out in Part B of Schedule 19) issued by Crédit Agricole Indosuez, Société Générale, BNP Paribas or another bank acceptable to the Purchaser in an amount up to the amount of the then outstanding Claims Retention, in which event a sum equal to the amount of the Letter of Credit shall thereupon be paid by the Purchaser in cash on Completion, by irrevocable wire transfer, value date on the Completion Date, as follows : (a) an amount equal to EUR 1,500,000 less (if the [*] Claim is finally settled prior to the Completion Date) the Net [*] Claim Payment Amount, shall be paid to the Seller for the sale and purchase on account of the Quota Consideration; or (the “Quota Consideration”). If: (aii) the [*] Claim has been finally settled prior Seller requests that an amount up to the Completion Dateamount of the then outstanding Claims Retention is paid into a Retention Escrow Account, the Quota Consideration in which event such sum shall be paid into the Designated Account; or (ii) if the [*] Claim has not been finally settled prior to the Completion Date, the Quota Consideration shall be paid into the Escrow Account; and (b) an amount equal to EUR 4,202,536 less i. any Leakage notified under Clause 4.6; and ii. the WHT Amount (to the extent such amount is not included in the Leakage notification), (the “Intercompany Pay-Off Amount”) shall be paid into the bank accounts notified in the Indebtedness Schedule (and shall absolutely discharge the Company for any liability against any member of the Seller’s Group in respect of the Intercompany Indebtedness as well as the Intercompany Pay-Off Amount); and (c) the Post-Locked Box Date Lending Amount shall be paid into the Designated Account in repayment of all Post-Locked Box Date Lending (account and the payment terms of such amount into the Designated Account Part C of Schedule 19 shall absolutely discharge the Company for any liability against any member of the Seller’s Group in connection with the Post-Locked Box Date Lending). In the event that the Quota Consideration is payable into the Designated Account, the Seller shall have the right apply to elect in the Indebtedness Schedule that the Leakage notified under Clause 4.6 and the WHT Amount will be deducted from the Quota Consideration rather than the Intercompany Pay-Off Amount. For the avoidance of any doubt, an example calculation of the Consideration is attached hereto as Schedule 15it.