Common use of Purchase Consideration Clause in Contracts

Purchase Consideration. (a) As consideration for the conveyance of the Premises (the "Purchase Consideration"), the Buyer shall (i) pay to Seller at Closing all Rent and Additional Rent accrued under the Lease through Closing, and (ii) deliver to Seller its Promissory Note and Pledge (the "Note") in the form attached hereto as Schedule "C", which Note shall have a minimum principal amount of $2,000,000. (b) The Note shall be secured by a Mortgage on the Premises which is fully and automatically self-subordinating to any present or future mortgage, security interest, or other financing lien securing development, construction or permanent financing of the Project (the "Subordinated Mortgage"), in accordance with the terms thereof. The Subordinated Mortgage shall be in the form attached hereto as Schedule"F". Upon request, Seller agrees to provide prompt written acknowledgement of the subordination of the Subordinated Mortgage to any bona fide, unaffiliated third party lender providing construction or permanent financing or refinancing to the Project, in accordance with the terms of the Note and the Subordinated Mortgage. (c) The Security Deposit of $50,000 made by Buyer as Tenant under the Lease, provided it has not been reduced to pay or reserve for expenses, taxes, penalties, or other charges for which its use is permitted under the terms of the Lease, shall be returned to Buyer at Closing. (d) The Parties will make such other closing adjustments to the Purchase Consideration as are customary for commercial transactions in Bristol County, Massachusetts, taking into account any taxes or expenses which Buyer and Seller have already paid or agreed to pay under the terms of the Lease. Any amounts owed by Buyer under the Lease or advanced by Seller pursuant to the Lease (such as prepayments or deposits under any energy supply contract) shall be paid by Buyer at the closing. Seller and Buyer shall reasonably adjust for the cost of any snow removal, water, sewer or other charges payable under the Lease which are not separately metered to the Premises or are directly payable by Buyer to the vendor. Buyer shall pay to Seller the amount of any deposit made by Seller with respect to the O&M Agreement, unless the same has previously been delivered to Seller. Except as provided in the following paragraph, there shall be no other proration of expenses or closing adjustment for any other expenses payable by Buyer under the Lease, all of which other expenses shall remain the sole liability of Buyer. Pursuant to the Lease, Buyer is responsible for paying, as a reimbursement and subject to timely collection of the relevant reimbursements under the Energy Service Agreements, all real and personal property taxes, assessments, special district levies and any governmental or quasi-governmental charges of like kind, or in lieu of any such taxes and or liens (collectively, as more particularly defined in the Lease, "Property Taxes"), for the period from and after the Commencement Date under the Lease. Seller shall be responsible for any Property Taxes with respect to the period prior to the Commencement Date under the Lease. If the Closing shall occur before the real property tax rate or assessment for the current tax year has been finally determined, then after such tax rate or assessment is finally fixed, Seller and Buyer shall recalculate the apportionment of the Property Taxes pursuant to the Lease, and Seller or Buyer, as the case may be, shall promptly make an appropriate payment to the other based upon such recalculation. After the Closing, until the Premises is separately assessed from the remainder of Seller's property, Buyer shall pay to Seller within ten (10) days after invoice therefor (but not more than twenty (20) days prior to the date such Property Taxes are due) its proportionate share of Property Taxes assessed against the Premises and Seller's remaining property, based on the area of the land on which the Premises are located, the assessed value of the buildings and improvements located on the land, the area of the Seller's remaining property and the assessed value of the building and other improvements thereon. The obligations of this Section 3(d) shall survive the Closing until (i) Property Taxes for the Premises for the current fiscal year are finally determined, with all appropriate adjustments having been made by the Parties, and (ii) the Premises is a separate tax parcel, with any Property Taxes for the Premises after the Closing and before the date the Premises became a separate Tax parcel having been paid by Buyer to Seller. (e) All payments under this Agreement shall be made by check or wire transfer of immediately payable federal funds.

Purchase Consideration. The Parent and the Buyer will make or cause to be made the following distributions and payments of the Estimated Closing Purchase Consideration, according to the timing indicated below: (a) As consideration for At the conveyance of the Premises (the "Purchase Consideration")Closing, the Buyer shall will: i. pay the Escrow Amount to the Escrow Agent; ii. pay the Management Incentive Payments to the recipients thereof as set forth on Schedule IV; and i. pay an amount equal to the Base Purchase Consideration (ias determined in the Estimated Closing Purchase Consideration Certificate) pay minus the amounts paid pursuant to Seller at Closing all Rent clauses i. and Additional Rent accrued under the Lease through Closingii., above, and (ii) deliver minus Seller’s Tax Obligations, as defined below, by wire transfer of immediately available funds to the Seller its Promissory Note and Pledge (the "Note") in the form attached hereto as Schedule "C", which Note shall have a minimum principal amount of $2,000,000. (b) The Note shall be secured by a Mortgage on the Premises which is fully and automatically self-subordinating to any present or future mortgage, security interest, or other financing lien securing development, construction or permanent financing of the Project (the "Subordinated Mortgage"), in accordance with such wire instructions as provided by the terms thereof. The Subordinated Mortgage Seller pursuant to Section 2.03 hereof and the Seller shall be in the form attached hereto as Schedule"F". Upon request, Seller agrees to provide prompt written acknowledgement of the subordination of the Subordinated Mortgage to any bona fide, unaffiliated third party lender providing construction or permanent financing or refinancing to the Project, apply such funds in accordance with the terms of the Note Distribution Agreement, which shall include payment of (A) the outstanding Indebtedness to the respective creditors to which such amounts are owing (to the extent not previously paid off by Seller or the Target Entities), (B) the Transaction Expenses, which will be disbursed by the Seller to its respective payees thereof and (C) the Subordinated MortgageSeller’s portion of any Conveyance Taxes, as defined below. (cb) The Security Deposit of $50,000 made At an appropriate time as determined by Buyer as Tenant under Seller in its sole discretion (currently anticipated to be approximately three to six months after Closing), the LeaseParent will issue and deliver to the Seller or to other Persons designated in writing by the Seller in its sole discretion (collectively, provided it has not been reduced the “Warrant Recipients”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”) to pay or reserve for expensespurchase, taxes, penalties, or other charges for which its use is permitted under the terms subject to receipt of the LeaseParent Shareholder Approval, shall (i) that number of shares of Parent Common Stock as is determined by Seller in its sole discretion, with such number of shares of Parent Common Stock and such Warrant Recipients currently anticipated to be returned as set forth on Schedule 2.02(b) attached hereto, but subject to Buyer at Closing. change in Seller’s sole discretion, for a total of 5,750,000 shares (d) The Parties will make such other closing adjustments to which number of shares of Parent Common Stock may be reduced in the Purchase Consideration as are customary for commercial transactions in Bristol County, Massachusetts, taking into account any taxes or expenses which Buyer and Seller have already paid or agreed to pay under aggregate by the terms Warrant portion of the Lease. Any amounts owed by Buyer under the Lease or advanced by Seller Escrow Amount pursuant to the Lease terms and conditions of such Warrant) and (such ii) up to 500,000 shares of Parent Common Stock to management of the Target Entities, subject to customary vesting provisions relating to their continued service with the Target Entities, as prepayments or deposits under any energy supply contract) shall be paid mutually agreed to by Buyer at the closing. Seller Parent and Buyer shall reasonably adjust the Seller, each in its sole discretion, prior to the Closing (each, a “Warrant Share”), with each Warrant Recipient to pay as consideration for the cost exercise of such Warrant the Warrant Exercise Price. Moreover: (A) subject to receipt of the Parent Shareholder Approval, if, during the period commencing on the Closing Date and ending on the Warrant Expiration Date (as defined below), the closing price for the Parent Common Stock has not exceeded the sum of US$10.00 per share plus the Assumed Warrant Value for any snow removalfifteen (15) individual trading days (which may be non-consecutive) in any consecutive thirty (30) trading day period, waterwith no further action by the holder thereof, sewer or other charges payable under at 11:59 pm Pacific Time on the Lease which are not separately metered Warrant Expiration Date, in exchange for the Warrant the Company will issue to the Premises or are directly payable holder of the Warrant such number of shares of Parent Common Stock equal to (x) the number of Warrant Shares issuable upon exercise of the Warrant and payment of the Warrant Exercise Price per Warrant Share, multiplied by Buyer to (y) fifty percent (50%) of the vendor. Buyer Assumed Warrant Value, divided by (z) the volume weighted average price of the Parent Common Stock for the thirty (30) trading days ending on the Warrant Expiration Date; (B) each Warrant shall pay to Seller the amount of any deposit made by Seller with respect to the O&M Agreementinclude a customary cashless exercise mechanism, unless the same has previously been delivered to Seller. Except as provided in the following paragraph, there shall be no other proration of expenses or closing adjustment for any other expenses payable by Buyer under the Lease, all of which other expenses shall remain the sole liability of Buyer. Pursuant to the Lease, Buyer is responsible for paying, as a reimbursement and subject to timely collection receipt of the relevant reimbursements Parent Shareholder Approval, will be exercisable, in part or in whole, for a period of four (4) years after the Closing Date (“Warrant Expiration Date”); (C) Parent shall use commercially reasonable efforts to register the re-sale by each Warrant holder of the Warrant Shares under the Energy Service Agreements, all real and personal property taxes, assessments, special district levies and any governmental or quasi-governmental charges Securities Act of like kind, or in lieu of any such taxes and or liens (collectively1933, as more particularly defined amended, and use commercially reasonable efforts to cause such registration to be effective with the SEC within 120 days of the Closing (the “Warrant Shares Registration”) and to maintain such Warrant Shares Registration until such time as the Warrant Shares are permitted to be sold by each Warrant holder without volume or manner-of-sale restrictions under Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended; provided that (i) in the Leaseevent the Parent is contemplating in good faith an underwritten public offering of Parent Common Stock, "Property Taxes"), for the Parent may suspend the Warrant Shares Registration during the period from and after the Commencement Date under the Lease. Seller shall be responsible for any Property Taxes with respect to the period prior to the Commencement Date under the Lease. If the Closing shall occur before the real property tax rate or assessment for the current tax year has been finally determined, then after such tax rate or assessment is finally fixed, Seller and Buyer shall recalculate the apportionment of the Property Taxes pursuant to the Lease, and Seller or Buyer, as the case may be, shall promptly make an appropriate payment to the other based upon such recalculation. After the Closing, until the Premises is separately assessed from the remainder of Seller's property, Buyer shall pay to Seller within ten commencing thirty (10) days after invoice therefor (but not more than twenty (2030) days prior to the date such Property Taxes are due) its proportionate share of Property Taxes assessed against the Premises and SellerParent's remaining property, based on the area good faith estimate of the land on which filing date of its registration statement in connection with such underwritten public offering and ending thirty (30) days after the Premises are located, the assessed value effective date of the buildings and improvements located on the land, the area of the Seller's remaining property and the assessed value of the building and other improvements thereon. The obligations of this Section 3(d) shall survive the Closing until (i) Property Taxes for the Premises for the current fiscal year are finally determined, with all appropriate adjustments having been made by the Parties, registration statement relating to such underwritten public offering; and (ii) Seller acknowledges and agrees that prior to the Premises Warrant Shares Registration and during any period in which the Warrant Shares Registration is a separate tax parcelsuspended pursuant to clause (i), above, or in which the Warrant Shares Registration may cease to be effective in accordance with applicable law, the Warrant Shares shall be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (D), below; (D) in connection with any Property Taxes Warrant Shares Registration, each Warrant holder shall, as a condition precedent to receiving the benefits of any Warrant Shares Registration, (i) truthfully, accurately and completely provide to the Parent any and all information concerning the applicable Warrant holder and/or its affiliates or controlling persons as the Parent may reasonably request in connection with the Warrant Shares Registration; and (ii) agree to indemnify, defend and hold harmless the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives (“Representatives”) from and against any and all against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Parent by such Warrant holder and stated to be specifically for use therein; and each such Warrant holder will reimburse the Premises after the Closing Parent and before the date the Premises became a separate Tax parcel having been paid by Buyer to Seller.its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; (eE) All payments under this Agreement Seller acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each of the Warrant Shares, have been issued in a private placement transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be made deemed to be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws; Seller further acknowledges and agrees that each Warrant and each of the Warrant Shares may only be offered, sold or otherwise transferred pursuant to an effective registration statement or an applicable exemption thereto; Seller further acknowledges and agrees that Parent may require each Warrant holder to make customary investor representations, warranties and certifications to Parent as a condition to the issuance to each such Warrant; and Seller further acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each certificate evidencing Warrant Shares, may include the following legend (in addition to any other legends that Parent may determine to be required under applicable Laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER OF SUCH SECURITIES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO IT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED; (F) the Warrants and Warrant Exercise Price shall be proportionately adjusted as appropriate in the event of any stock split, stock dividend or similar event with respect to the Parent Common Stock; (G) Seller acknowledges and agrees that the Warrants shall provide that no Warrant may be sold, assigned, hypothecated or otherwise transferred prior to the exercise of such Warrant by check or wire transfer a Warrant holder other than to an Affiliate of immediately payable federal fundssuch Warrant holder; and (H) Notwithstanding anything to the contrary set forth above, Seller agrees that no Warrant may be exercised, and no Warrant may be exchanged for Parent Common Stock under subsection (A) above, unless and until Parent Shareholder Approval has been obtained.

Purchase Consideration. The Parent and the Buyer will make or cause to be made the following distributions and payments of the Estimated Closing Purchase Consideration, according to the timing indicated below: (a) As consideration for At the conveyance of the Premises (the "Purchase Consideration")Closing, the Buyer shall will pay the following amounts as detailed on Schedule 2.02(a): i. the cash portion of the Escrow Amount to the Escrow Agent; ii. on behalf of and as an accommodation to the Seller, the Management Incentive Payments to the recipients thereof as set forth on Schedule IV; and iii. the amounts and to the respective persons set forth on the attached Schedule VI (iwhich Schedule VI represents the known outstanding Indebtedness of the Target Entities as of the date hereof and which Schedule VI the parties agree may updated by mutual agreement as necessary immediately prior to Closing to reflect the final amount of Indebtedness of the Target Entities outstanding as of the Closing); and iv. an amount equal to the Base Purchase Consideration (as determined in the Estimated Closing Purchase Consideration Certificate) pay minus the amounts paid pursuant to Seller at Closing all Rent clauses i., ii. and Additional Rent accrued under the Lease through Closingiii., above, and (ii) deliver minus Seller’s Tax Obligations, as defined below, by wire transfer of immediately available funds to the Seller its Promissory Note and Pledge (the "Note") in the form attached hereto as Schedule "C", which Note shall have a minimum principal amount of $2,000,000. (b) The Note shall be secured by a Mortgage on the Premises which is fully and automatically self-subordinating to any present or future mortgage, security interest, or other financing lien securing development, construction or permanent financing of the Project (the "Subordinated Mortgage"), in accordance with such wire instructions as provided by the terms thereof. The Subordinated Mortgage Seller pursuant to Section 2.03 hereof and the Seller shall be in the form attached hereto as Schedule"F". Upon request, Seller agrees to provide prompt written acknowledgement of the subordination of the Subordinated Mortgage to any bona fide, unaffiliated third party lender providing construction or permanent financing or refinancing to the Project, apply such funds in accordance with the terms of the Note and Distribution Agreement, which shall include payment of the Subordinated MortgageTransaction Expenses, which will be disbursed by the Seller to its respective payees thereof. (cb) The Security Deposit of $50,000 made At an appropriate time as determined by Buyer as Tenant under Seller in its sole discretion (currently anticipated to be approximately three to six months after Closing), the LeaseParent will issue and deliver to the Seller or to other Persons designated in writing by the Seller in its sole discretion (collectively, provided it has not been reduced the “Warrant Recipients”), one or more duly executed warrant(s) (each, a “Warrant” and together, the “Warrants”) to pay or reserve for expensespurchase, taxes, penalties, or other charges for which its use is permitted under the terms subject to receipt of the LeaseParent Shareholder Approval, shall (i) that number of shares of Parent Common Stock as is determined by Seller in its sole discretion, with such number of shares of Parent Common Stock and such Warrant Recipients currently anticipated to be returned as set forth on Schedule 2.02(b) attached hereto, but subject to Buyer at Closing. change in Seller’s sole discretion, for a total of 5,750,000 shares (d) The Parties will make such other closing adjustments to which number of shares of Parent Common Stock may be reduced in the Purchase Consideration as are customary for commercial transactions in Bristol County, Massachusetts, taking into account any taxes or expenses which Buyer and Seller have already paid or agreed to pay under aggregate by the terms Warrant portion of the Lease. Any amounts owed by Buyer under the Lease or advanced by Seller Escrow Amount pursuant to the Lease terms and conditions of such Warrant) and (ii) up to 500,000 shares of Parent Common Stock to management of the Target Entities, subject to customary vesting provisions relating to their continued service with the Target Entities, as mutually agreed to by the Parent and the Seller, each in its sole discretion, prior to the Closing (each such Warrant to purchase one share of Parent Common Stock, a “Warrant Share”), with each Warrant Recipient to pay as prepayments or deposits under consideration for the exercise of such Warrant the Warrant Exercise Price. Moreover: (A) subject to receipt of the Parent Shareholder Approval, if, during the period commencing on the Closing Date and ending on the fourth anniversary of the Closing Date, the closing price for the Parent Common Stock has not exceeded the sum of US$10.00 per share plus the Assumed Warrant Value for any energy supply contractfifteen (15) shall individual trading days (which may be paid by Buyer non-consecutive) in any consecutive thirty (30) trading day period, then, at the closing. Seller and Buyer shall reasonably adjust sole election of the holder thereof, at 11:59 pm Pacific Time on the fourth anniversary of the Closing Date, in exchange for the cost of any snow removal, water, sewer or other charges payable under Warrant the Lease which are not separately metered Parent will issue to the Premises or are directly payable holder of the Warrant such number of shares of Parent Common Stock equal to (x) the number of Warrant Shares issuable upon exercise of the Warrant and payment of the Warrant Exercise Price per Warrant Share, multiplied by Buyer to (y) fifty percent (50%) of the vendor. Buyer Assumed Warrant Value, divided by (z) the volume weighted average price of the Parent Common Stock for the thirty (30) trading days ending on the fourth anniversary of the Closing Date; (B) each Warrant shall pay to Seller the amount of any deposit made by Seller with respect to the O&M Agreementinclude a customary cashless exercise mechanism, unless the same has previously been delivered to Seller. Except as provided in the following paragraph, there shall be no other proration of expenses or closing adjustment for any other expenses payable by Buyer under the Lease, all of which other expenses shall remain the sole liability of Buyer. Pursuant to the Lease, Buyer is responsible for paying, as a reimbursement and subject to timely collection receipt of the relevant reimbursements Parent Shareholder Approval, will be exercisable, in part or in whole, for a period of seven (7) years after the Closing Date; (C) Parent shall use commercially reasonable efforts to register the re-sale by each Warrant holder of the Warrant Shares under the Energy Service Agreements, all real and personal property taxes, assessments, special district levies and any governmental or quasi-governmental charges Securities Act of like kind, or in lieu of any such taxes and or liens (collectively1933, as more particularly defined amended, and use commercially reasonable efforts to cause such registration to be effective with the SEC within 120 days of the Closing (the “Warrant Shares Registration”) and to maintain such Warrant Shares Registration until such time as the Warrant Shares are permitted to be sold by each Warrant holder without volume or manner-of-sale restrictions under Rule 144 promulgated by the SEC under the Securities Act of 1933, as amended; provided that (i) in the Leaseevent the Parent is contemplating in good faith an underwritten public offering of Parent Common Stock, "Property Taxes"), for the Parent may suspend the Warrant Shares Registration during the period from and after the Commencement Date under the Lease. Seller shall be responsible for any Property Taxes with respect to the period prior to the Commencement Date under the Lease. If the Closing shall occur before the real property tax rate or assessment for the current tax year has been finally determined, then after such tax rate or assessment is finally fixed, Seller and Buyer shall recalculate the apportionment of the Property Taxes pursuant to the Lease, and Seller or Buyer, as the case may be, shall promptly make an appropriate payment to the other based upon such recalculation. After the Closing, until the Premises is separately assessed from the remainder of Seller's property, Buyer shall pay to Seller within ten commencing thirty (10) days after invoice therefor (but not more than twenty (2030) days prior to the date such Property Taxes are due) its proportionate share of Property Taxes assessed against the Premises and SellerParent's remaining property, based on the area good faith estimate of the land on filing date of its registration statement in connection with such underwritten public offering and ending thirty (30) days after the effective date of the registration statement relating to such underwritten public offering; and (ii) Seller acknowledges and agrees that prior to the Warrant Shares Registration and during any period in which the Premises are locatedWarrant Shares Registration is suspended pursuant to clause (i), above, or in which the Warrant Shares Registration may cease to be effective in accordance with applicable law, the assessed value Warrant Shares shall be “restricted securities” as defined under the Securities Act of the buildings and improvements located on the land1933, the area of the Seller's remaining property as amended, and the assessed value Securities Exchange Act of 1934, as amended, and applicable states securities laws, and may only be transferred in accordance with clause (D), below; (D) in connection with any Warrant Shares Registration, each Warrant holder shall, as a condition precedent to receiving the building and other improvements thereon. The obligations benefits of this Section 3(d) shall survive the Closing until any Warrant Shares Registration, (i) Property Taxes truthfully, accurately and completely provide to the Parent any and all information concerning the applicable Warrant holder and/or its affiliates or controlling persons as the Parent may reasonably request in connection with the Warrant Shares Registration; and (ii) agree to indemnify, defend and hold harmless the Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives (“Representatives”) from and against any and all against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on: (i) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference in any such registration statement, prospectus, offering circular or other document, or (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Parent by such Warrant holder and stated to be specifically for use therein; and each such Warrant holder will reimburse the Premises Parent and its directors, officers, employees, control persons, legal counsel, accountants, financial advisors and other representatives for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; (E) Seller acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each of the current fiscal year are finally determinedWarrant Shares, have been issued in a private placement transaction exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, and shall be deemed to be “restricted securities” as defined under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and applicable states securities laws; Seller further acknowledges and agrees that each Warrant and each of the Warrant Shares may only be offered, sold or otherwise transferred pursuant to an effective registration statement or an applicable exemption thereto; Seller further acknowledges and agrees that Parent may require each Warrant holder to make customary investor representations, warranties and certifications to Parent as a condition to the issuance to each such Warrant; and Seller further acknowledges and agrees that each Warrant and, unless a Warrant Shares Registration is then effective, each certificate evidencing Warrant Shares, may include the following legend (in addition to any other legends that Parent may determine to be required under applicable Laws: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SUCH ACT AND/OR APPLICABLE STATE SECURITIES LAWS, OR UNLESS THE ISSUER OF SUCH SECURITIES HAS RECEIVED AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO IT AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED; (F) (i) the Warrants and Warrant Exercise Price shall be proportionately adjusted as appropriate in the event of any stock split, stock dividend (where it is in the form of Parent Common Stock) or similar event with all appropriate adjustments having been made by respect to the PartiesParent Common Stock, and (ii) in the Premises case of any other dividend or similar event issued to the holders of Parent Common Stock, the Warrant Exercise Price shall concurrently be reduced by an amount equal to the per share value (as determined by the Board of Directors of Parent in its reasonable discretion, unless such dividend is cash (which would be at its actual value) or freely transferrable securities on a separate tax parcel, with recognized securities exchange (which would be valued at the average closing price of such securities over the ten trading days immediately prior to such dividend)) of any Property Taxes for economic benefit conveyed by such dividend or similar event to the Premises after the Closing and before the date the Premises became a separate Tax parcel having been paid by Buyer to Seller.holders of Parent Common Stock; (eG) All payments Seller acknowledges and agrees that the Warrants shall provide that no Warrant may be sold, assigned, hypothecated or otherwise transferred prior to the exercise of such Warrant by a Warrant holder other than to an Affiliate of such Warrant holder; and (H) Notwithstanding anything to the contrary set forth above, Seller agrees that no Warrant may be exercised, and no Warrant may be exchanged for Parent Common Stock under this Agreement shall be made by check or wire transfer of immediately payable federal fundssubsection (A) above, unless and until Parent Shareholder Approval has been obtained.

Purchase Consideration. The aggregate consideration for the Acquired Assets (the “Purchase Consideration”) is: (a) As consideration for the conveyance an amount of the Premises cash (the "Purchase “Cash Consideration"), the Buyer shall ”) equal to: (i) pay to Seller at Closing all Rent thirty two million five hundred thousand and Additional Rent accrued under 00/100 U.S. Dollars ($32,500,000) (the Lease through Closing“Initial Cash Consideration”), and minus (ii) deliver to Seller its Promissory Note and Pledge the amount, if any, by which (A) each Seller’s current assets (excluding current or deferred Tax assets) as historically calculated in accordance with the "Note") Sellers’ past practices as of 12:01 A.M. Eastern time on the Closing Date that are included in the form attached hereto Acquired Assets, minus each Seller’s current liabilities (excluding Indebtedness, Transaction Expenses and deferred Tax Liabilities) as Schedule "C"historically calculated in accordance with the Sellers’ past practices as of 12:01 A.M. Eastern time on the Closing Date that are included in the Assumed Liabilities (“Net Working Capital”), is less than (B) the Net Working Capital Target; plus (iii) the amount, if any, by which Note shall have a minimum principal amount of $2,000,000the Net Working Capital is more than the Net Working Capital Target. (b) The Note shall the assumption of the Assumed Liabilities, to be secured by a Mortgage assumed on the Premises which is fully and automatically self-subordinating to any present or future mortgage, security interest, or other financing lien securing development, construction or permanent financing of the Project (the "Subordinated Mortgage"), in accordance with the terms thereof. The Subordinated Mortgage shall be in the form attached hereto as Schedule"F". Upon request, Seller agrees to provide prompt written acknowledgement of the subordination of the Subordinated Mortgage to any bona fide, unaffiliated third party lender providing construction or permanent financing or refinancing to the Project, in accordance with the terms of the Note and the Subordinated MortgageClosing Date. (c) The Security Deposit Notwithstanding anything in this Agreement to the contrary, the Purchaser and Holdings shall be permitted to round down the number of $50,000 made by Buyer as Tenant under any Equity Consideration Shares to be issued to the LeaseOwner pursuant to this Agreement to the nearest whole number in order to avoid issuing any fractional shares, provided it has not been reduced that to the extent that the number of such Equity Consideration Shares is “rounded down”, the Purchaser shall also pay or reserve for expenses, taxes, penalties, or other charges for which its use is permitted under cause to be paid to the terms Sellers an amount of cash equal to the Lease, shall be returned product obtained by multiplying (i) such fraction of an Equity Consideration Share that has been rounded down by (ii) the applicable per share issuance price with respect to Buyer at Closingsuch Equity Consideration Shares. (d) The Parties will make such other closing adjustments On the Payment Date, the Purchaser and Holdings may elect to pay some or all of the Cash Consideration through Equity Consideration Shares in lieu of cash, subject to the Purchase Consideration as are customary for commercial transactions in Bristol County, Massachusetts, taking into account any taxes or expenses which Buyer and Seller have already paid or agreed to pay under the terms set forth below; provided that at least One Million Three Hundred Thirty Five Thousand U.S. Dollars ($1,335,000) of the Lease. Any amounts owed by Buyer under the Lease or advanced by Seller pursuant to the Lease (such as prepayments or deposits under any energy supply contract) Cash Consideration shall be paid by Buyer at the closing. Seller and Buyer shall reasonably adjust for the cost of any snow removal, water, sewer or other charges payable under the Lease which are not separately metered to the Premises or are directly payable by Buyer to the vendor. Buyer shall pay to Seller the amount of any deposit made by Seller with respect to the O&M Agreement, unless the same has previously been delivered to Seller. Except as provided in the following paragraph, there shall be no other proration of expenses or closing adjustment for any other expenses payable by Buyer under the Lease, all of which other expenses shall remain the sole liability of Buyer. Pursuant to the Lease, Buyer is responsible for paying, as a reimbursement and subject to timely collection of the relevant reimbursements under the Energy Service Agreements, all real and personal property taxes, assessments, special district levies and any governmental or quasi-governmental charges of like kind, or in lieu of any such taxes and or liens (collectively, as more particularly defined in the Lease, "Property Taxes"), for the period from and after the Commencement Date under the Lease. Seller shall be responsible for any Property Taxes with respect to the period prior to the Commencement Date under the Lease. If the Closing shall occur before the real property tax rate or assessment for the current tax year has been finally determined, then after such tax rate or assessment is finally fixed, Seller and Buyer shall recalculate the apportionment of the Property Taxes pursuant to the Lease, and Seller or Buyer, as the case may be, shall promptly make an appropriate payment to the other based upon such recalculation. After the Closing, until the Premises is separately assessed from the remainder of Seller's property, Buyer shall pay to Seller within ten (10) days after invoice therefor (but not more than twenty (20) days prior to the date such Property Taxes are due) its proportionate share of Property Taxes assessed against the Premises and Seller's remaining property, based on the area of the land on which the Premises are located, the assessed value of the buildings and improvements located on the land, the area of the Seller's remaining property and the assessed value of the building and other improvements thereon. The obligations of this Section 3(d) shall survive the Closing until (i) Property Taxes for the Premises for the current fiscal year are finally determined, with all appropriate adjustments having been made by the Parties, and (ii) the Premises is a separate tax parcel, with any Property Taxes for the Premises after the Closing and before the date the Premises became a separate Tax parcel having been paid by Buyer to Sellercash. (e) All payments under this Agreement If the Purchaser and Holdings elect to pay ten percent (10%) or less of the Cash Consideration in Equity Consideration Shares, such Equity Consideration Shares will be issued on the Payment Date by dividing the amount of Cash Consideration to be paid through Equity Consideration Shares by the Issuance Per Share Price. If the Purchaser and Holdings elect to pay more than 10% of the Cash Consideration through Equity Consideration Shares in lieu of cash, then: (i) Twenty percent (20%) of the Equity Consideration Shares issued to the Seller Parties (the “Uncollared Equity Consideration Shares”) shall be made issued on the Payment Date to the Seller Parties at the Issuance Per Share Price, as calculated by check dividing twenty percent (20%) of the Cash Consideration to be paid in Equity Consideration Shares by the Issuance Per Share Price. (ii) Of the remaining eighty percent (80%) of the Equity Consideration Shares to be issued to the Seller Parties (the “Collared Equity Consideration Shares”), thirty percent (30%) of the Collared Equity Consideration Shares shall be issued on the Payment Date at the Issuance Per Share Price to the Seller Parties, as calculated by dividing twenty four percent (24%) of the Cash Consideration to be paid in Equity Consideration Shares by the Issuance Per Share Price (the “Payment Date Collared Share Value”), provided, however, that if, on the first anniversary of the Payment Date, the First Anniversary Issuance Per Share Price is less than the Issuance Per Share Price, then, for each of the Collared Equity Consideration Shares issued pursuant to this Section 1.5(e)(ii) that the Seller Parties have retained as of the first anniversary of the Payment Date (the “Retained Collared Equity Shares”), Holdings shall issue additional Collared Equity Consideration Shares (the “True-Up Equity Consideration Shares”) to the Seller Parties equal to: (1) the Retained Collared Equity Shares multiplied by the Issuance Per Share Price, divided by (2) the First Anniversary Issuance Per Share Price, minus (3) the Retained Collared Equity Shares. (iii) The remainder of the Collared Equity Consideration Shares shall be issued on the first anniversary of the Payment Date (the “First Anniversary Issuance Date”) as follows: (1) If the First Anniversary Issuance Per Share Price is less than the Issuance Per Share Price, then an amount of Collared Equity Consideration Shares issued at the Issuance Per Share Price as needed to pay the remainder of the Cash Consideration owed to the Seller Parties. (2) If the First Anniversary Issuance Per Share Price is more than the Issuance Per Share Price but less than the Issuance Per Share Price Collar, then an amount of Collared Equity Consideration Shares that would have been issued at the Issuance Per Share Price as needed to pay the remainder of the Cash Consideration owed to the Seller Parties. (3) If the First Anniversary Issuance Per Share Price is more than the Issuance Per Share Price Collar, then an amount of Collared Equity Consideration Shares issued at the First Anniversary Issuance Per Share Price as needed to pay the remainder of the Cash Consideration owed to the Seller Parties. (4) In the event that the value of the Collared Equity Consideration Shares issued pursuant to Section 1.5(e)(ii), measured at the First Anniversary Issuance Per Share Price, exceeds 90% of the amount of the Purchase Consideration paid in Equity Consideration Shares, the Purchaser shall not issue any additional Collared Equity Consideration Shares to the Seller Parties, and the Seller Parties shall repay, in either cash or wire transfer Collared Equity Consideration Shares, the amount by which the value of immediately payable federal fundsthe Collared Equity Consideration Shares issued pursuant to Section 1.5(e)(ii), measured at the First Anniversary Issuance Per Share Price, exceeds 90% of the amount of the Purchase Consideration which was designated on the Payment Date to be paid in Equity Consideration Shares. (iv) The Seller Parties shall keep the Uncollared Equity Consideration Shares in a separate and distinct brokerage account from the Collared Equity Consideration Shares until all of the Equity Consideration Shares have been sold by the Seller Parties. provided, however, that if the Class A Common Stock of Holdings is not listed on the NYSE at the First Anniversary Issuance Date, Holdings shall pay to the Sellers on the First Anniversary Issuance Date an amount in cash equal to the value of the (i) remainder of the Cash Consideration not paid on the Payment Date plus (ii) (1) if the stock remains listed on any public stock exchange, the value of the True-Up Equity Consideration Shares or (2) if the stock is no longer listed on any public stock exchange, then the cash value

Purchase Consideration. (a) As consideration for the conveyance of the Premises (the "Purchase Consideration"), the Buyer shall (i) pay Pursuant to Seller at Closing all Rent and Additional Rent accrued under the Lease through Closing, and (ii) deliver to Seller its Promissory Note and Pledge (the "Note") in the form attached hereto as Schedule "C", which Note shall have a minimum principal amount of $2,000,000. (b) The Note shall be secured by a Mortgage on the Premises which is fully and automatically self-subordinating to any present or future mortgage, security interest, or other financing lien securing development, construction or permanent financing of the Project (the "Subordinated Mortgage"), in accordance with the terms thereof. The Subordinated Mortgage shall be in the form attached hereto as Schedule"F". Upon request, Seller agrees to provide prompt written acknowledgement of the subordination of the Subordinated Mortgage to any bona fide, unaffiliated third party lender providing construction or permanent financing or refinancing to the Project, in accordance with the terms of the Note SPA, the purchase consideration for the Sale Shares payable by the Company (the “Purchase Consideration”) shall be deemed to be satisfied in full by the allotment and issuance of new Shares (credited as fully paid) by the Company to the Vendor (and/or its designated nominees), such new Shares to be allotted and issued at an issue price to be determined by mutual agreement between the Company and the Subordinated MortgageVendor (the “Issue Price”) to satisfy the Purchase Consideration (fractional entitlements disregarded) (the “Consideration Shares”). For the avoidance of doubt, the Vendor may, in its absolute discretion, renounce all or any part of the Consideration Shares in favour of any other person or persons as the Vendor may, in its absolute discretion, deem fit. The Purchase Consideration for the Sale Shares payable by the Company shall be determined by mutual agreement in writing between the Company and the Vendor within two (2) weeks from the issue of the report produced in connection with the Proposed Acquisition valuing the business of the Target by an independent business valuer or such other person (acceptable to the financial adviser of the Company) to be appointed by the Company pursuant to Rule 1015(2) of the SGX- ST Catalist Rules (“Business Valuation Report”). In arriving at the Purchase Consideration, the Company and the Vendor agree to take into account the following: (a) The Valuation of the Target (as defined below);; (i) On the basis that the Valuation of the Target is determined to be not less than S$25 million but not more than S$50 million, the total number of Consideration Shares to be allotted and issued to the Vendor (or to its order) shall constitute 92% of the total issued capital of the Company on a fully enlarged basis immediately following Completion, with the Shares held by or for the existing Shareholders of the Company and any other parties designated by the Company (including any introducer who is entitled to payment of fee) constituting the balance 8%. (ii) Where the Valuation of the Target is determined to be more than S$50 million, the Vendor and the Company agree that the total number of Consideration Shares to be allotted and issued to the Vendor (or to its order) shall constitute a percentage of the total issued capital of the Company on a fully enlarged basis immediately following Completion (“Entitled Percentage”) determined as follows: Entitled Percentage (%) = VT - Sv x 100 VT Where: VT = Valuation of the Target Sv = S$4 million (c) The Security Deposit Where the Valuation of $50,000 made by Buyer as Tenant the Target is determined to be less than S$25 million, either of the Vendor and the Company may exercise its right of termination under the LeaseSPA provided always that prior to the exercise of such termination, provided it the Vendor and the Company (each acting reasonably) shall enter into good faith discussion and negotiations to determine if parties can reach mutual agreement to continue with the Proposed Acquisition and if so, agree on the total number of Consideration Shares to be allotted and issued to the Vendor (or to its order) as well as the percentage shareholding that such Consideration Shares would constitute in respect of the total issued capital of the Company on a fully enlarged basis immediately following Completion. For the avoidance of doubt, where the Vendor and the Company are not able to reach mutual agreement as aforesaid within 30 days after the Valuation of the Target has not been reduced determined, either party shall be entitled to pay or reserve for expenses, taxes, penalties, or other charges for which exercise its use is permitted right of termination under the terms of SPA without further reference to the Lease, shall be returned to Buyer at Closingother. (d) The Parties will make such Where new Shares or securities convertible into new Shares are issued prior to Completion for valuable consideration (other closing adjustments than in connection with the Proposed Acquisition) with the mutual agreement of the Vendor and the Company, the Vendor and the Company (both acting reasonably) shall enter into good faith discussion and negotiations to arrive at a mutually acceptable adjustment to the Purchase Consideration as are customary for commercial transactions in Bristol County, Massachusetts, taking into account any taxes or expenses which Buyer and Seller have already paid or agreed the number of Consideration Shares to pay under the terms of the Lease. Any amounts owed by Buyer under the Lease or advanced by Seller pursuant be allotted and issued to the Lease Vendor (such as prepayments or deposits under any energy supply contract) to its order). The Consideration Shares shall be issued as fully-paid by Buyer at shares and shall rank pari passu in all respects with and carry all rights similar to the closing. Seller and Buyer shall reasonably adjust Shares in issue then, except that they will not rank for the cost of any snow removaldividend, waterright, sewer allotment or other charges payable under the Lease which are not separately metered to the Premises or are directly payable by Buyer to the vendor. Buyer shall pay to Seller the amount of any deposit made by Seller with respect to the O&M Agreement, unless the same has previously been delivered to Seller. Except as provided in the following paragraph, there shall be no other proration of expenses or closing adjustment for any other expenses payable by Buyer under the Lease, all of which other expenses shall remain the sole liability of Buyer. Pursuant to the Lease, Buyer is responsible for paying, as a reimbursement and subject to timely collection of the relevant reimbursements under the Energy Service Agreements, all real and personal property taxes, assessments, special district levies and any governmental or quasi-governmental charges of like kind, or in lieu of any such taxes and or liens (collectively, as more particularly defined in the Lease, "Property Taxes"), for the period from and after the Commencement Date under the Lease. Seller shall be responsible for any Property Taxes with respect to the period prior to the Commencement Date under the Lease. If the Closing shall occur before the real property tax rate or assessment for the current tax year has been finally determined, then after such tax rate or assessment is finally fixed, Seller and Buyer shall recalculate the apportionment of the Property Taxes pursuant to the Lease, and Seller or Buyer, as the case may be, shall promptly make an appropriate payment to the other based upon such recalculation. After the Closing, until the Premises is separately assessed from the remainder of Seller's property, Buyer shall pay to Seller within ten (10) days after invoice therefor (but not more than twenty (20) days prior to the date such Property Taxes are due) its proportionate share of Property Taxes assessed against the Premises and Seller's remaining property, based on the area of the land on which the Premises are locateddistributions, the assessed value of the buildings and improvements located record date for which falls on the land, the area of the Seller's remaining property and the assessed value of the building and other improvements thereon. The obligations of this Section 3(d) shall survive the Closing until (i) Property Taxes for the Premises for the current fiscal year are finally determined, with all appropriate adjustments having been made by the Parties, and (ii) the Premises is a separate tax parcel, with any Property Taxes for the Premises after the Closing and or before the date of issue of the Premises became a separate Tax parcel having been paid by Buyer to SellerConsideration Shares. (e) All payments under this Agreement shall be made by check or wire transfer of immediately payable federal funds.

Purchase Consideration. 5.1. The Purchase Consideration payable by the Occupant and/or the Payer (aas the case may be) As consideration to the Seller for the conveyance alienation of the Premises (Housing Interest, shall be the "amount stipulated in Item 3 of Annexure A. 5.2. In exchange for payment of the Purchase Consideration"), the Buyer shall (i) pay Occupant is entitled to Seller at Closing the Housing Interest in respect of the Unit and, subject to payment of Levies, to make use of the facilities and services and all Rent recreational and Additional Rent accrued under the Lease through Closing, and (ii) deliver to Seller its Promissory Note and Pledge (the "Note") communal facilities located in the form attached hereto as Schedule "C", which Note shall have a minimum principal amount Scheme in terms of $2,000,000clause 12 below. (b) 5.3. The Note shall Purchase Consideration will be secured by a Mortgage on the Premises which is fully payable as set out in Item 3 of Annexure A. 5.4. The Purchase Consideration will be invested and automatically self-subordinating to any present or future mortgage, security interest, or other financing lien securing development, construction or permanent financing of the Project (the "Subordinated Mortgage"), held in trust in accordance with the terms thereof. The Subordinated Mortgage shall be provisions of Section 6(3) of the Retired Persons Act and as set out in the form Client Investment Mandate, attached hereto as Schedule"F"Annexure B. 5.5. Upon requestWith effect from the Date of Occupation or the date upon which the full Purchase Consideration for the Unit is actually received by the Seller’s Attorneys and a Life Right Certificate is issued to the Occupant, Seller agrees to provide prompt written acknowledgement whichever is the later date, neither the Occupant nor the Payer of the subordination Purchase Consideration shall be entitled to the payment of any interest in respect of the Subordinated Mortgage Purchase Consideration. It is hereby specifically recorded and agreed that after such date as aforesaid, interest at the Prime Rate of interest applicable from time to any bona fidetime, unaffiliated third party lender providing construction or permanent financing or refinancing determined in respect of the Purchase Consideration shall accrue to the Project, benefit of and be payable to the Seller by the Occupant or Payer (as the case may be). 5.6. Should the Purchase Consideration not have been paid by the Date of Occupation then the Occupant is not entitled to use and/or occupy the Unit until such time as payment of the Purchase Consideration has been received by the Seller’s Attorneys. Penalty interest at the Prime Rate plus 3% (three per cent) shall be charged on the Purchase Consideration from the date on which the Purchase Consideration became due and payable (in accordance with Item 3 of Annexure A) by the terms of Occupant and/or the Note and Payer to the Subordinated Mortgage. (c) The Security Deposit of $50,000 made by Buyer as Tenant under the Lease, provided it has not been reduced to pay or reserve for expenses, taxes, penalties, or other charges for which its use is permitted under the terms of the Lease, shall be returned to Buyer at Closing. (d) The Parties will make Seller until such other closing adjustments to date that the Purchase Consideration as are customary for commercial transactions in Bristol County, Massachusetts, taking into account any taxes or expenses which Buyer has been actually paid to and Seller have already paid or agreed to pay under received by the terms of the Lease. Any amounts owed by Buyer under the Lease or advanced by Seller pursuant to the Lease (such as prepayments or deposits under any energy supply contract) shall be paid by Buyer at the closing. Seller and Buyer shall reasonably adjust for the cost of any snow removal, water, sewer or other charges payable under the Lease which are not separately metered to the Premises or are directly payable by Buyer to the vendor. Buyer shall pay to Seller the amount of any deposit made by Seller with respect to the O&M Agreement, unless the same has previously been delivered to Seller. Except as provided in the following paragraph, there shall be no other proration of expenses or closing adjustment for any other expenses payable by Buyer under the Lease, all of which other expenses shall remain the sole liability of Buyer. Pursuant to the Lease, Buyer is responsible for paying, as a reimbursement and subject to timely collection of the relevant reimbursements under the Energy Service Agreements, all real and personal property taxes, assessments, special district levies and any governmental or quasi-governmental charges of like kind, or in lieu of any such taxes and or liens (collectively, as more particularly defined in the Lease, "Property Taxes"), for the period from and after the Commencement Date under the Lease. Seller shall be responsible for any Property Taxes with respect to the period prior to the Commencement Date under the Lease’s Attorney. 5.7. If the Closing shall occur before the real property tax rate or assessment for the current tax year Payer has been finally determined, then after such tax rate or assessment is finally fixed, Seller and Buyer shall recalculate the apportionment made payment of the Property Taxes pursuant Purchase Consideration for and on behalf of the Occupant and subsequently the Payer is provisionally or finally sequestrated or liquidated or subject to business rescue proceedings or pre-deceases the Lease, and Seller Occupant then the estate or Buyerliquidator of the Payer, as the case may be, shall promptly make an appropriate payment not be able to claim repayment of the Purchase Consideration until such time as this Agreement is terminated in accordance with clauses 21 and 22 below and subject to the other based upon such recalculation. After the Closing, until the Premises is separately assessed from the remainder provisions of Seller's property, Buyer shall pay to Seller within ten (10) days after invoice therefor (but not more than twenty (20) days prior to the date such Property Taxes are due) its proportionate share of Property Taxes assessed against the Premises and Seller's remaining property, based on the area of the land on which the Premises are located, the assessed value of the buildings and improvements located on the land, the area of the Seller's remaining property and the assessed value of the building and other improvements thereon. The obligations of this Section 3(d) shall survive the Closing until (i) Property Taxes for the Premises for the current fiscal year are finally determined, with all appropriate adjustments having been made by the Parties, and (ii) the Premises is a separate tax parcel, with any Property Taxes for the Premises after the Closing and before the date the Premises became a separate Tax parcel having been paid by Buyer to Sellerclause 23 below. (e) All payments under this Agreement shall be made by check or wire transfer of immediately payable federal funds.