Common use of Purchase Consideration Clause in Contracts

Purchase Consideration. Buyer agrees to deliver to Seller at the Closing a commitment to the benefit of the Seller for a Conditional Guaranty in favor of Loral Skynet Network Services, Inc., a Delaware corporation, CyberStar, L.P., a Delaware limited partnership, CyberStar, LLC, a Delaware limited liability company, and Loral Skynet, a division of Loral SpaceCom Corporation, a Delaware corporation (collectively, the “Loral Entities”) having a total value to Seller of Three Million and No/100 Dollars ($3,000,000.00) (the "Purchase Consideration"). Buyer agrees that the Seller shall provide employment contracts and full benefits for both ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ for three years. The minimum salary levels are agreed to be: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ - $150,000 US Dollars per annum and ▇▇▇▇▇ ▇▇▇▇▇▇▇ - £100,000 GBP per annum. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be President and COO for the Seller. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be CEO and VP Sales and Marketing for the Seller. The Seller is intended to operate as a subsidiary within the Ariel Way group using synergies with sister companies to advantage but with autonomous offices and management control. The Seller will furnish staff employment contracts as required by industry and legal norms. The acquisition by the Seller of certain assets from the Loral Entities is expected to be a cash-less transaction as $250,000 Dollars purchase price will be taken from prepaid revenue owing to the Seller on closing. All other monies due by the Seller to the Loral Entities in the transaction agreement will be taken from operating funds and are not part of the Seller’s equity purchase. The Buyer shall provide, in a timely fashion, capitalization funding to the Seller to cover certain cash flow and capital expenditures deficit for a period of two years per business plan submitted and upon the Buyers approval and according to a certain Stockholders Agreement between the Buyer and the Seller. Capitalization levels may be reviewed after 18 months to assess investment return. The Buyer shall, within 180 days, replace the $250,000 purchase price for the certain assets from the Loral Entities as acquired by the Seller and paid from the Seller’s cash balance at Closing. The Buyer and the Seller shall assume responsibility to settle Seller fee agreement with ▇▇▇▇▇▇ Financial Corporation as Consultant in a prompt manner upon closing of the acquisition of certain assets from the Loral Entities. At present the Buyer understands that this responsibility is approximately $25,000, and a warrant for 2% of Seller’s stock at refinance valuation, payable according to terms of the engagement letter between the Seller and ▇▇▇▇▇▇ Financial Corporation, and there is no other consideration, in cash, securities or warrants owed to ▇▇▇▇▇▇ Financial Corporation.

Purchase Consideration. Buyer agrees to deliver to Seller at the Closing a commitment to the benefit of the Seller for a Conditional Guaranty in favor of Loral Skynet Network Services, Inc., a Delaware corporation, CyberStar, L.P., a Delaware limited partnership, CyberStar, LLC, a Delaware limited liability company, and Loral Skynet, a division of Loral SpaceCom Corporation, a Delaware corporation (collectively, the “Loral Entities”) having a total value to Seller of Three Million and No/100 Dollars ($3,000,000.00) (the "Purchase Consideration"), presentation of such Guaranty to be effected by Buyer's execution and delivery to Seller at Closing. Buyer agrees that the Seller shall provide employment contracts and full benefits for both ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ for three years. The minimum salary levels are agreed to be: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ - $150,000 US Dollars per annum and ▇▇▇▇▇ ▇▇▇▇▇▇▇ - £100,000 GBP per annum. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be President and COO for the Seller. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be CEO and VP Sales and Marketing for the Seller. The Seller is intended to operate as a subsidiary within the Ariel Way group using synergies with sister companies to advantage but with autonomous offices and management control. The Seller will furnish staff employment contracts as required by industry and legal norms. The acquisition by the Seller of certain assets from the Loral Entities is expected to be a cash-less transaction as $250,000 Dollars purchase price will be taken from prepaid revenue owing to the Seller on closing. All other monies due by the Seller to the Loral Entities in the transaction agreement will be taken from operating funds and are not part of the Seller’s equity purchase. The Buyer shall provide, in a timely fashion, capitalization funding to the Seller to cover certain cash flow and capital expenditures deficit for a period of two years per business plan submitted and upon the Buyers approval and according to a certain Stockholders Agreement between the Buyer and the Seller. Capitalization levels may be reviewed after 18 months to assess investment return. The Buyer shall, within 180 days, replace the $250,000 purchase price for the certain assets from the Loral Entities as acquired by the Seller and paid from the Seller’s cash balance at Closing. The Buyer and the Seller shall assume responsibility to settle Seller fee agreement with ▇▇▇▇▇▇ Financial Corporation as Consultant in a prompt manner upon closing of the acquisition of certain assets from the Loral Entities. At present the Buyer understands that this responsibility is approximately $25,000, and a warrant for 2% of Seller’s stock at refinance valuation, payable according to terms of the engagement letter between the Seller and ▇▇▇▇▇▇ Financial Corporation, and there is no other consideration, in cash, securities or warrants owed to ▇▇▇▇▇▇ Financial Corporation.. §3(d) Issued and outstanding shares of Seller Common Stock: Zygot, LLC 1,000 shares Total Issued 1,000 shares §3(d) Outstanding Options None Outstanding

Purchase Consideration. Subject to the terms and conditions of this Agreement, in reliance on the representations and warranties of Seller herein contained, and in consideration of the sale, conveyance, transfer, delivery, execution and assumption of (i) the Business and its Assets, and (ii) the Assumed Obligations, Buyer agrees to deliver to Seller at the Closing a commitment pay to the benefit of the Seller for a Conditional Guaranty in favor of Loral Skynet Network Services, Inc., a Delaware corporation, CyberStar, L.P., a Delaware limited partnership, CyberStar, LLC, a Delaware limited liability company, and Loral Skynet, a division of Loral SpaceCom Corporation, a Delaware corporation (collectively, the “Loral Entities”) having a total value to Seller an aggregate purchase price of Three Million and No/100 Dollars 00/100 ($3,000,000.00) Dollars (the "“Purchase Consideration"Price”), which shall consist of: i. Nine Hundred Thousand and 00/100 ($900,000.00) Dollars in cash to be paid against Company Liabilities; specifically: a. Payment to Heartland Bank and Trust of up to $900,000 for the satisfaction and settlement in full of all loans, notes and other obligations in any form owed by Seller or its officers to Heartland Bank and Trust. Buyer agrees that will arrange for the payment of up to $900,000 to be made to Seller for the satisfaction of all loans to Heartland Bank and Trust at the Closing. Heartland Bank and Trust, Seller and Buyer shall, prior to the Closing Date, enter into an escrow agreement (the “Escrow Agreement”) which will require (i) Buyer to fund up to $900,000 of the Purchase Price into an escrow account (the “Escrow Account”) to be used to satisfy Heartland Bank and Trust and cause the release of liens against all collateral of Seller (the “Lien Release”) and the release of all guarantors. ii. Subject to current valuation from appraisal of Seller’s spare parts inventory in an amount greater than $2,800,000, such amount to be mutually agreed to by Buyer and the Seller Members, Buyer will issue to Seller or its designees its restricted common stock in the amount of 2,100,000 shares, as of the Closing Date. For purposes herein, each share of Buyer’s common stock shall provide be valued at $1.00 per share, the price at which Buyer has first offered its common stock for public sale in its Regulation A qualified offering made pursuant to the Securities Act of 1933, as amended. Buyer will accomplish a complete updated appraisal of Seller’s existing spare parts inventory. iii. Should Buyer not meet the conditions to closing per 9.1(h) by the Outside Date, Buyer may propose to modify this Article III, 3.1(a) i, a.b.c. and ii cash and stock ratio, and section 2.1(c) subject to mutual written agreement between Buyer and Seller. Without such agreed modification this agreement shall expire at the end of the Outside Date. iv. Employment contracts for the Seller Members to be mutually agreed to by Buyer, Seller and the Seller Members, such employment contracts and full benefits for both agreements to include: a. D▇▇▇▇ ▇▇▇▇▇▇, J▇▇▇▇▇ ▇▇▇▇▇▇ and D▇▇▇▇▇▇ ▇▇▇▇▇ will be employees of Jet X Aerospace LLC, for a 5-year term; with the Company having an additional option to maintain the employees for an additional 3-year term (total of 8 years) subject to financial results and individual performance and with the Company board of directors approval. b. D▇▇▇▇ ▇▇▇▇▇▇, J▇▇▇▇▇ ▇▇▇▇▇▇ and D▇▇▇▇▇▇ ▇▇▇▇▇ will each be paid $120,000.00 annually, paid on a biweekly schedule, subject to, the Company achieving a net annual profit of $1,000,000. c. Health Insurance for three years. The minimum salary levels are agreed to be: D▇▇▇▇ ▇▇▇▇▇▇, J▇▇▇▇▇ ▇▇▇▇▇▇ and D▇▇▇▇▇ - $150,000 US Dollars per annum and ▇▇▇▇▇ ▇▇▇▇▇▇▇ - £100,000 GBP per annum. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be President and COO that mirrors the coverage that Seller provides for the Seller. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be CEO and VP Sales and Marketing for the Seller. The Seller is intended to operate Members as a subsidiary within the Ariel Way group using synergies with sister companies to advantage but with autonomous offices and management control. The Seller will furnish staff employment contracts as required by industry and legal norms. The acquisition by the Seller of certain assets from the Loral Entities is expected to be a cash-less transaction as $250,000 Dollars purchase price will be taken from prepaid revenue owing to the Seller on closing. All other monies due by the Seller to the Loral Entities in the transaction agreement will be taken from operating funds and are not part of the Seller’s equity purchase. The Buyer shall provide, in a timely fashion, capitalization funding to the Seller to cover certain cash flow and capital expenditures deficit for a period date of two years per business plan submitted and upon the Buyers approval and according to a certain Stockholders Agreement between the Buyer and the Seller. Capitalization levels may be reviewed after 18 months to assess investment return. The Buyer shall, within 180 days, replace the $250,000 purchase price for the certain assets from the Loral Entities as acquired by the Seller and paid from the Seller’s cash balance at Closing. The Buyer and the Seller shall assume responsibility to settle Seller fee agreement with ▇▇▇▇▇▇ Financial Corporation as Consultant in a prompt manner upon closing of the acquisition of certain assets from the Loral Entities. At present the Buyer understands that this responsibility is approximately $25,000, and a warrant for 2% of Seller’s stock at refinance valuation, payable according to terms of the engagement letter between the Seller and ▇▇▇▇▇▇ Financial Corporation, and there is no other consideration, in cash, securities or warrants owed to ▇▇▇▇▇▇ Financial Corporation.