Common use of Purchase Price Closing Clause in Contracts

Purchase Price Closing. (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.

Purchase Price Closing. (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP New Market in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOPNew Market, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP New Market notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP New Market hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.

Purchase Price Closing. The purchase price per share of the shares of Common Stock purchased pursuant to this Article 3 shall be equal to the lesser of (a) $[____] (adjusted to reflect any Capital Transaction effected after the Closing Date and prior to the date of the Repurchase Notice) and (b) the Book Value Per Share (except that any reference to the Delivery Date or Election Date shall instead be a reference to the date of the Repurchase Notice). If such purchase price is determined pursuant to clause (b) of the preceding sentence, then the Company shall, within 15 days following the later of receipt of the Employee's written request therefor (which request must be made within eight days of the date of the Repurchase Notice) and the date the relevant financial statements are available, provide the Employee with the same purchase price certificate as is referred to in Section 2.2(b) hereof, and the Employee hereby agrees to the same confidentiality, non-use and non-disclosure provisions with respect thereto as are contained in Section 2.2(b) hereof. The total amount which calculations as set forth on such certificate shall be final and binding on the buying party shall pay Company and the selling party in a Employee for purposes of this Agreement. The closing of such purchase shall be take place at the amount principal office of the Company 10 days following the date of the Repurchase Notice or, if a written request therefor was timely made, 10 days following the date of delivery of the aforesaid certificate, except that the selling party would have received if the Company (i) sold the Property for an amount equal is prohibited from repurchasing any shares of Common Stock pursuant to the Buy-Sell Stated Value, (ii) satisfied the indebtedness this Article 3 by any contractual obligation of the Company specifically referred or any of its Affiliates or by applicable law, the closing of such purchase shall take place on the first practicable date on which the Company is permitted to in subsection (b) below purchase such shares (and no other liabilities) out the provisions of the sale proceeds last two sentences of Section 2.2(e) shall likewise apply to repurchases pursuant to this Article 3). At such closing, the Employee shall sell, convey, transfer, assign and (iii) distributed the remaining balance deliver to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company all right, title and interest in and to the shares of Common Stock being purchased by the Company, which shall constitute (i.e.and, 51%at the closing, the Employee shall certify the same to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the FL & Co. Companies pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Employee, and the Company shall deliver to the Employee, in full payment of the case purchase price payable pursuant to this Section 3.3 for the shares of PACOPCommon Stock purchased, and up a check payable to 49%the order of the Employee, in the case of Administrative Agent). (b) In determining the amount of the liabilities that aggregate purchase price for the shares purchased. Notwithstanding anything herein to the contrary, from and after the date of the Repurchase Notice, the Employee shall not have any rights with respect to any shares of Common Stock which the Employee is required to sell to the Company would pay pursuant to Subsection 2(a)(iithis Article 3 (including any rights pursuant to Section 2.3 or 2.4 hereof), it shall be assumed that except to receive the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiencypurchase price therefor.

Purchase Price Closing. (a) The total amount which purchase price for the buying party shall pay Purchased Assets (the selling party in a purchase shall be the amount that the selling party would have received if the Company “Purchase Price”) is (i) sold $4,340,000 in cash, subject to adjustment as provided in Section 2.06(c) (as adjusted, the Property for an amount equal to the Buy-Sell Stated Value“Initial Cash Payment”), (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds Earnout Payments and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in assumption of the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent)Assumed Liabilities. (b) In determining The closing (the amount “Closing”) of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment purchase and sale of the full payoff amount)Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Boston, Massachusetts as soon as possible, but in orderno event later than two business days after satisfaction of the conditions set forth in Article X, or at such other time or place as Buyer and Seller may agree. At the following liabilities in full (and no others): Closing, (i) Buyer shall pay to Seller the Secured NoteInitial Cash Payment by wire transfer in immediately available funds to an account maintained by Seller, and such account to be designated by Seller by written notice to Buyer not later than two business days prior to the Closing Date. (ii) any Mezzanine Loan Deficiency. As used Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A, and Seller shall deliver to Buyer such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the “Conveyance Documents”) as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets. (iii) Each of Seller and Buyer shall execute and deliver each of the Ancillary Agreements to be entered into by it at the Closing, in each case substantially in the form attached as an Exhibit to this Agreement. (iv) Seller shall have arranged with Buyer for the physical delivery of the Personal Property and all copies of the Business Intellectual Property, and the physical embodiment thereof, including, without limitation, source code and all copies of all versions of the source code for the ClearStory Products. (v) Without prejudice to Buyer’s rights under Section 11.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement “Mezzanine Loan Deficiency” updating the information shown thereon to the Closing Date. (vi) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be determined based upon reasonably requested by the actual amount received (other party that are necessary, appropriate or bid or credited, as applicable) by Administrative Agent desirable for the consummation at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount Closing of the loans evidenced transactions contemplated by the Mezzanine Loan this Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an . (c) An amount equal to the full outstanding amount $100,000 of the Mezzanine Loancash Purchase Price will be held by the Buyer at Closing (the “Holdback”). Administrative Agent The Holdback shall provide PACOP notice be released to the Seller within 10 days after the delivery of such foreclosure sale the audited financial statements as required by under Section 5.09. To the New York Uniform Commercial Codeextent that the Seller does not deliver the audited financial statements as required under Section 5.09, the Buyer shall be entitled to retain the Holdback. PACOP hereby fully waives any right The Buyer is not limited to challenge set-off against the determination and calculation Holdback as an exclusive remedy for damages relating to the breach of such Mezzanine Loan DeficiencySection 5.09.

Purchase Price Closing. (a) The total amount which purchase price for the buying party shall pay Purchased Assets (the selling party in a purchase shall be the amount that the selling party would have received if the Company “Purchase Price”) is: (i) sold the Property for an amount equal $[●]in cash, subject to the Buy-Sell Stated Valueadjustment as provided in Section 1.8, and (ii) satisfied the indebtedness assumption of the Company specifically referred to in subsection (b) below (and no other liabilities) out Assumed ▇▇▇▇▇▇▇▇▇▇▇.▇▇ The cash portion of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent)Purchase Price will be paid as provided below. (b) In determining The closing (the amount “Closing“) of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment purchase and sale of the full payoff amount)Purchased Assets and the assumption of the Assumed Liabilities hereunder will take place at the offices of [●] in [●] as soon as possible, but in orderno event later than three business days after satisfaction of the conditions set forth in Article [●], or at such other time or place as the following liabilities in full (Buyer and no others): Xyz may agree. At the Closing,vii (i) the Secured NoteBuyer will deliver to Xyz a certified or official bank check payable to the order of Xyz, and or make a wire transfer to an account designated by Xyz, in the amount of [●]viii ix; and (ii) any Mezzanine Loan Deficiency. As used Xyz and the Buyer will enter into an Assignment and Assumption Agreement substantially in the form attached hereto as EXHIBIT 1.6, and Xyz will deliver to the Buyer such deedsx, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the “Conveyance Documents”) as the parties and their respective counsel will deem reasonably necessary or appropriate to vest in the Buyer all right, title and interest in, to and under the Purchased Assets. (iii) Xyz and the Buyer will enter into the [list ancillary agreements to be executed at the Closing] (the “Ancillary Agreements”). (iv) Without prejudice to the Buyer’s rights under Section [●].2 and Articles [●] and [●], Xyz will deliver to the Buyer revised schedules to this Agreement “Mezzanine Loan Deficiency” shall updating the information shown thereon to the Closing Date. (v) Xyz and the Buyer will also execute and deliver all such instruments, documents and certificates as may be determined based upon reasonably requested by the actual amount received (other party that are necessary, appropriate or bid or credited, as applicable) by Administrative Agent desirable for the consummation at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount Closing of the loans evidenced transactions contemplated by the Mezzanine Loan this Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.

Purchase Price Closing. (a) The total amount which purchase price for the buying party shall pay Purchased Assets (the selling party in a purchase "Purchase Price") shall be the amount that the selling party would have received if the Company (i) sold the Property for a base purchase price in an aggregate amount equal to Six Hundred Forty-Five Thousand Dollars ($645,000) plus the Buy-Sell Stated ValueAssumed Liabilities, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e.Holdback Shares, 51%, in the case of PACOPif any, and up the Earnout, subject, however, to 49%, the adjustments provided for in the case of Administrative Agent)Section 2.09. (b) In determining The closing (the amount "Closing") of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment purchase and sale of the full payoff amount)Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at a mutually-agreed upon place, as soon as possible, but in orderno event later than three (3) business days after satisfaction of the conditions set forth in Article IX, or at such other time or place as Buyer and Seller may agree. At the following liabilities in full (and no others): Closing, (i) Buyer and/or SVT shall pay to Parent or its designee(s) a cash payment in the Secured Noteaggregate amount of U.S. $645,000 to an account maintained by Parent, and such account to be designated by Parent by written notice to Buyer not later than two (2) business days prior to the Closing Date. (ii) any Mezzanine Loan Deficiency. As used Seller and Buyer shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit A (the "Buyer Assignment and Assumption Agreement"), and Seller shall deliver to Buyer such bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Buyer Purchased Assets. (iii) Seller and SVT shall enter into an Assignment and Assumption Agreement substantially in the form attached hereto as Exhibit B (the "SVT Assignment and Assumption Agreement"), and Seller shall deliver to SVT such bills of sale, endorsement, consents, assignments and other good and sufficient instruments of conveyance and assignment as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in SVT all right, title and interest in, to and under the SVT Purchased Assets. (iv) Seller and SVT shall enter into an Intellectual Property and Domain Name Assignment Agreement substantially in the form attached hereto as Exhibit C (together with the Buyer Assignment and Assumption Agreement and the SVT Assignment and Assumption Agreement, the "Assignment and Assumption Agreements"). (v) Seller and Buyer shall notarize in front of a German notary, jointly selected by Seller and Buyer, a proper share transfer deed regarding the Equity Interests of the German Subsidiary in a form to be mutually agreed upon by Seller and Buyer. (vi) Without prejudice to Buyer's and SVT's rights under Section 9.02 and Articles X and XI, Seller shall deliver to Buyer revised schedules to this Agreement “Mezzanine Loan Deficiency” updating the information shown thereon to the Closing Date. (vii) The parties hereto shall execute and deliver all such instruments, documents and certificates as may be determined based upon reasonably requested by the actual amount received (other party that are necessary, appropriate or bid or credited, as applicable) by Administrative Agent desirable for the consummation at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount Closing of the loans evidenced transactions contemplated by the Mezzanine Loan this Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.

Purchase Price Closing. (a) The total amount which purchase price for the buying party shall pay Purchased Stock (the selling party “Purchase Price”) is U.S. nine million dollars ($9,000,000) in a purchase cash, subject to adjustment as provided in Sections 2.04 and 2.05. The initial cash portion of the Purchase Price shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent)paid as provided below. (b) In determining The Closing (the “Closing”) of the purchase and sale of the Purchased Stock hereunder shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP in New York on August 25, 2006, or at such other time or place as Buyer and Seller may agree. At the Closing: (i) Buyer shall deliver to Seller a certified or official bank check payable in immediately available funds to the order of Seller, or make a wire transfer to an account designated by Seller, in the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and $9,000,000; (ii) Buyer shall deliver to Seller a copy, duly executed by Buyer, of each Ancillary Agreement to which Buyer is a party; (iii) Seller shall deliver to Buyer free and clear of any Mezzanine Loan Deficiency. As used Lien, certificates representing the Purchased Stock, duly endorsed in blank or with duly executed stock powers attached or an affidavit evidencing loss of such certificate; (iv) Seller, the Company and Buyer shall also execute and deliver all such instruments, documents and certificates as may be reasonably requested by another party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement “Mezzanine Loan Deficiency” Agreement; (v) The minute books, stock or equity records, and other significant materials related to the corporate administration of the Company shall be determined based upon at the actual amount received Company’s corporate offices; (or bid or credited, vi) Seller shall deliver to Buyer resignations in writing (effective as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by Closing Date) from such of the Mezzanine Loan Agreement, less officers and directors of the amounts so received, bid or credited, Company as applicable, shall be Buyer may have requested from the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal Seller prior to the full outstanding amount Closing Date; (vii) Seller shall deliver to Buyer a copy, duly executed by Seller and/or the Company of each Ancillary Agreement to which the Mezzanine Loan. Administrative Agent Seller and the Company is a party; and (viii) Seller shall provide PACOP notice deliver to Buyer duly executed copies of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiencyall Consents.

Purchase Price Closing. 3.1 The purchase price per Put Unit to be paid upon the exercise of any Put Option (athe "Purchase Price") The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buyvalue of such Put Unit based on such Put Unit's proportionate share of Fair Market Value. 3.2 The Purchase Price and the liabilities of Charter LLC and its non-Sell Stated Value, corporate Subsidiaries attributable to any Put Unit purchased pursuant to this Put Agreement (iitogether the "Purchase Consideration") satisfied shall be allocated among the indebtedness portions of the Company specifically referred assets of Charter LLC and its non-corporate Subsidiaries (to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as extent applicable) by Administrative Agent at a foreclosure sale under and attributable to the Put Unit in an allocation agreement (the "Allocation Agreement") to be prepared in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously rules under Sections 743(b), 751, 755 and without opposition; the full payoff amount 1060 of the loans evidenced by Internal Revenue Code. The parties agree that the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, Purchase Consideration shall be allocated among the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be assets of Charter LLC and its non-corporate subsidiaries by allocating an amount to the portion of the tangible assets of Charter LLC and its non-corporate subsidiaries attributable to the Put Unit equal to the full outstanding amount portion of the Mezzanine Loan. Administrative Agent shall provide PACOP notice book value for financial statement purposes of such foreclosure sale tangible assets attributable to the Put Unit, allocating an amount to the portions of the stock of the corporate subsidiaries of Charter LLC attributable to the Put Unit equal to their fair value as reasonably determined by Charter LLC and allocating the remainder to the portion of the franchises of Charter LLC and its non-corporate subsidiaries attributable to the Put Unit. Charter LLC shall deliver a draft of the Allocation Agreement to the Holder within thirty (30) days after the Closing and Charter LLC and Holder shall mutually agree upon the Allocation Agreement. Neither Charter LLC nor Holder shall unreasonably withhold its approval and consent with respect to the Allocation Agreement. Unless otherwise required by applicable law, Charter LLC and Holder agree to act, and cause their respective affiliates to act, in accordance with the New York Uniform Commercial Code. PACOP hereby fully waives computations and allocations contained in the Allocation Agreement in any right relevant tax returns or similar filings (including any forms or reports required to challenge be filed pursuant to Section 1060 of the determination Code ("1060 Forms")), to cooperate in the preparation of any 1060 Forms, to file such 1060 Forms in the manner required by applicable law and calculation to not take any position inconsistent with such Allocation Agreement upon examination of such Mezzanine Loan Deficiencyany tax refund or refund claim, in any litigation or otherwise.

Purchase Price Closing. (a) The total amount which In consideration of the buying party conveyance to Buyer of all right, title and interest in and to the Purchased Assets and the other rights granted to Buyer hereunder, and subject to the terms and conditions hereof, Buyer shall pay at the selling party in a purchase shall be the amount that the selling party would have received if the Company Closing (i) sold assume the Property for an amount equal to the Buy-Sell Stated ValueAssumed Liabilities, (ii) satisfied set aside in a segregated bank account of Buyer (the indebtedness “Tax Escrow Account”) the Accrued Sales Tax Amount (as defined below), the proceeds of which shall be used to pay certain accrued sales taxes of the Company specifically referred to Business in subsection (b) below (and no other liabilities) out of the sale proceeds accordance with Section 2.09 below, and (iii) distributed pay an aggregate amount of Seven Million U.S. Dollars ($7,000,000.00) (the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests “Cash Consideration”) in the Company manner provided below (i.e.collectively (i), 51%(ii) and (iii), in the case “Purchase Price”). For the sake of PACOPexpediency, Buyer shall cause the Cash Consideration to be paid directly to ASOC, acting on behalf of and up to 49%, in the case of Administrative Agent)as agent for Sellers. (b) In determining The closing (the amount “Closing”) of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment purchase and sale of the full payoff amount)Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of ▇▇▇▇▇▇▇ Procter LLP in Boston, Massachusetts no later than three business days after satisfaction of the conditions set forth in orderArticle X, or at such other time or place as Buyer and Sellers may agree. At the following liabilities in full (and no others): Closing: (i) Buyer shall pay to ASOC, acting on behalf of all Sellers, the Secured NoteCash Consideration by wire transfer in immediately available funds to an account maintained by ASOC, and such account to be designated by Parent by written notice to Buyer not later than two business days prior to the Closing Date; provided, however, that to the extent that all or any portion of the Bridge Loans are outstanding immediately prior to the Closing, then that portion of the Cash Consideration equal to the aggregate amount outstanding under the Bridge Loans shall not be paid in cash but rather shall be paid by the surrender of the notes evidencing the Bridge Loans to Parent at Closing; (ii) any Mezzanine Loan Deficiency. As used Sellers shall execute and deliver to Buyer such instruments of assignment, deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the “Conveyance Documents”) as the parties shall deem reasonably necessary or appropriate to vest in this Agreement “Mezzanine Loan Deficiency” Buyer all right, title and interest in, to and under the Purchased Assets; (iii) Buyer shall be determined based upon execute and deliver to Sellers such instruments of assumption as the actual amount received parties shall deem reasonably necessary or appropriate for Buyer to assume the Assumed Liabilities; (or bid or credited, as applicableiv) by Administrative Agent at a foreclosure sale under Sellers and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously Buyer shall execute and without opposition; the full payoff amount deliver each of the loans evidenced Ancillary Agreements to be entered into by it at the Closing, in each case substantially in the form attached as an Exhibit to this Agreement; and (v) Sellers and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the Mezzanine Loan other party that are necessary, appropriate or desirable for the consummation at the Closing of the transactions contemplated by this Agreement, less the amounts so receivedincluding those instruments, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination documents and calculation of such Mezzanine Loan Deficiencycertificates identified in Article X below.

Purchase Price Closing. The purchase price shall be Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000.00), plus the purchase price for the grain inventory or fuel inventory purchased pursuant to the provisions of Section 19. Buyer shall deposit Three Hundred Seventy Five Thousand Dollars ($375,000) as ▇▇▇▇▇▇▇ money with First American Title Insurance Company, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, within one (1) business day of execution of this Agreement (the “▇▇▇▇▇▇▇ Money”), which amount shall be refunded to Buyer upon any termination of this Agreement by Buyer hereunder, paid over to Seller upon any termination of this Agreement by Seller as a result of Buyer’s failure to cure its breach of this Agreement or the failure of a condition to closing the transactions contemplated hereby as a result of Buyer’s actions or inactions (other than the financing contingency described in Section 15 hereof), or credited to the purchase price at the closing of this transaction (the “Closing”) by mail or in person at a location to be mutually agreed upon by the parties hereto on January 30th , 2013 (the “Closing Date”), unless the parties mutually agree to extend the Closing Date or the Closing Date is extended pursuant to the terms hereof. On the Closing Date: a) The total amount which Seller shall cease operations of the buying party shall pay Lakefield and ▇▇▇▇▇▇ locations; allow Buyer to undertake a final inspection of the selling party assets sold; confirm the existence and operating condition of all equipment sold (identified on the Schedule of Fixed Assets on the attach “EXHIBIT A” or in a purchase shall “REPLACEMENT EXHIBIT A” to be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal attached to the Buy-Sell Stated Value▇▇▇▇ of Sale, as provided at the end of this Section 2; and, to undertake the measure of all inventory (iifuel and grain) satisfied the indebtedness of the Company specifically referred to in subsection (be transferred pursuant to this agreement; b) below (Seller shall deliver to Buyer the duly-executed documents, instruments and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used considerations specified in this Agreement or as reasonably required to transfer the acquired assets to Buyer or otherwise effect the consummation of the transactions described herein, including but not limited to General Warranty Bills of Sale for the fixed assets and other personal property acquired hereby substantially in the form of the General Warranty ▇▇▇▇ of Sale attached hereto and incorporated herein by reference as “Mezzanine Loan DeficiencyEXHIBIT D” for the transfer of the Grain Bin; and c) Buyer shall deliver to Seller the purchase price for the acquired assets less the ▇▇▇▇▇▇▇ money deposit by wire transfer or immediately available funds to a bank account specified by Seller, the assumption agreements related to DP corn grain contracts specified in Section 19 and the Grain Bin transfer and the ▇▇▇▇▇▇ ▇▇▇▇ of Sale, and such other duly-executed documents, instruments and considerations reasonably required to transfer the acquired assets to Buyer or otherwise effect the consummation of the transactions described herein. If there any changes in the items listed on the attached “EXHIBIT A” between the date of this Agreement and the Closing Date, then Seller and Buyer shall prepare (based on its inspection on the Closing Date) an Updated Schedule of Fixed Assets listing the fixed assets sold as of the Closing Date and shall be determined based upon the actual amount received (or bid or credited, attached to this Agreement as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount “REPLACEMENT EXHIBIT A”. The $850,000 portion of the loans evidenced by purchase price allocated for the Mezzanine Loan Agreement, less fixed assets sold as of the amounts so received, bid or credited, as applicable, Closing Date shall be adjusted plus or minus the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed fair market value (as agreed to by Seller and Buyer) of any fixed assets listed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.or missing from “REPLACEMENT EXHIBIT A” which represents additions or deletions from EXHIBIT A.

Purchase Price Closing. (a) The total amount which purchase price for the buying party shall pay Purchased Assets (the selling party "Purchase Price") is $500,000 in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent)U.S. dollars. (b) In determining The closing (the amount "Closing") of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment purchase and sale of the full payoff amount)Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of MetroConnect, in orderInc., Anaheim, California upon execution of this Agreement or at such other place as Buyer and Seller may agree. At the following liabilities in full (and no others): Closing, (i) Buyer shall prepare and sign a note with a cash payment equal to $500,000 for a period of 2 years, 7% interest per year. This note can also be convertible at the Secured Note, and Sellers option at $1.00 per share. (ii) any Mezzanine Loan Deficiency. As used Each of Seller and Buyer shall execute and deliver each of the Ancillary Agreements to be entered into by it at the Closing, in each case substantially in the form attached as an Exhibit to this Agreement “Mezzanine Loan Deficiency” and Seller shall be determined based upon deliver to Buyer such deeds, bills of sale, endorsements, consents, assignments and other good and sufficient instruments of conveyance and assignment (the actual amount received "Conveyance Documents") as the parties and their respective counsel shall deem reasonably necessary or appropriate to vest in Buyer all right, title and interest in, to and under the Purchased Assets.. (or bid or credited, as applicableiii) by Administrative Agent at a foreclosure sale under and in accordance Seller shall have arranged with Buyer for the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount physical delivery of the loans evidenced Personal Property and all copies of the Business Intellectual Property, and the physical embodiment thereof. (iv) Seller and Buyer shall execute and deliver all such instruments, documents and certificates as may be reasonably requested by the Mezzanine Loan Agreementother party that are necessary, less appropriate or desirable for the amounts so received, bid or credited, as applicable, shall be consummation at the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount Closing of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required transactions contemplated by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiencythis Agreement.

Purchase Price Closing. 3.1 The purchase price per Put Unit to be paid upon the exercise of the Put Option (the "Purchase Price") shall be equal to: (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal IPO has not occurred prior to the Buy-Sell Stated Value, (ii) satisfied the indebtedness exercise of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in orderPut Option, the following liabilities in full (and no others): higher of (i) the Secured NoteBase Price, and (ii) the value of such Put Unit based on such Put Unit's proportionate share of Fair Market Value; or (b) if an IPO has occurred prior to the exercise of the Put Option, the Base Price, plus four and one-half percent (4.5%) thereof per year, compounded annually, for the period from the date of the closing under the Purchase Agreement through the closing of the purchase and sale of the Put Units hereunder (the "Closing"). 3.2 The Purchase Price and the liabilities of Charter LLC and its non-corporate Subsidiaries attributable to any Mezzanine Loan Deficiency. As used in Put Unit purchased pursuant to this Put Agreement “Mezzanine Loan Deficiency” (together the "Purchase Consideration") shall be determined based upon allocated among the actual amount received portions of the assets of Charter LLC and its non-corporate Subsidiaries (or bid or credited, as to the extent applicable) by Administrative Agent at a foreclosure sale under and attributable to the Put Unit in an allocation agreement (the "Allocation Agreement") to be prepared in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously rules under Sections 743(b), 751, 755 and without opposition; the full payoff amount 1060 of the loans evidenced by Internal Revenue Code. The parties agree that the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, Purchase Consideration shall be allocated among the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be assets of Charter LLC and its non-corporate subsidiaries by allocating an amount to the portion of the tangible assets of Charter LLC and its non-corporate subsidiaries attributable to the Put Unit equal to the full outstanding amount portion of the Mezzanine Loan. Administrative Agent shall provide PACOP notice book value for financial statement purposes of such foreclosure sale tangible assets attributable to the Put Unit, allocating an amount to the portions of the stock of the corporate subsidiaries of Charter LLC attributable to the Put Unit equal to their fair value as reasonably determined by Charter LLC and allocating the remainder to the portion of the franchises of Charter LLC and its non-corporate subsidiaries attributable to the Put Unit. Alle▇ ▇▇▇ll deliver a draft of the Allocation Agreement to the Holder within thirty (30) days after the Closing and Alle▇ ▇▇▇ Holder shall mutually agree upon the Allocation Agreement. Neither Alle▇ ▇▇▇ Holder shall unreasonably withhold its approval and consent with respect to the Allocation Agreement. Unless otherwise required by applicable law, Alle▇ ▇▇▇ Holder agree to act, and cause their respective affiliates to act, in accordance with the New York Uniform Commercial Code. PACOP hereby fully waives computations and allocations contained in the Allocation Agreement in any right relevant tax returns or similar filings (including any forms or reports required to challenge be filed pursuant to Section 1060 of the determination Code ("1060 Forms")), to cooperate in the preparation of any 1060 Forms, to file such 1060 Forms in the manner required by applicable law and calculation to not take any position inconsistent with such Allocation Agreement upon examination of such Mezzanine Loan Deficiencyany tax refund or refund claim, in any litigation or otherwise.

Purchase Price Closing. 3.1 The purchase price per Put Unit to be paid upon the exercise of the Put Option (the "Purchase Price") shall be equal to: (a) The total amount which the buying party shall pay the selling party in a purchase shall be the amount that the selling party would have received if the Company (i) sold the Property for an amount equal IPO has not occurred prior to the Buy-Sell Stated Value, (ii) satisfied the indebtedness exercise of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in orderPut Option, the following liabilities in full (and no others): higher of (i) the Secured NoteBase Price, and (ii) the value of such Put Unit based on such Put Unit's proportionate share of Fair Market Value; or (b) if an IPO has occurred prior to the exercise of the Put Option, the Base Price, plus four and one-half percent (4.5%) thereof per year, compounded annually, for the period from the date of the closing under the Purchase Agreement through the closing of the purchase and sale of the Put Units hereunder (the "Closing"). 3.2 The Purchase Price and the liabilities of Charter LLC and its non-corporate Subsidiaries attributable to any Mezzanine Loan Deficiency. As used in Put Unit purchased pursuant to this Put Agreement “Mezzanine Loan Deficiency” (together the "Purchase Consideration") shall be determined based upon allocated among the actual amount received portions of the assets of Charter LLC and its non-corporate Subsidiaries (or bid or credited, as to the extent applicable) by Administrative Agent at a foreclosure sale under and attributable to the Put Unit in an allocation agreement (the "Allocation Agreement") to be prepared in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously rules under Sections 743(b), 751, 755 and without opposition; the full payoff amount 1060 of the loans evidenced by Internal Revenue Code. The parties agree that the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, Purchase Consideration shall be allocated among the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be assets of Charter LLC and its non-corporate subsidiaries by allocating an amount to the portion of the tangible assets of Charter LLC and its non-corporate subsidiaries attributable to the Put Unit equal to the full outstanding amount portion of the Mezzanine Loan. Administrative Agent shall provide PACOP notice book value for financial statement purposes of such foreclosure sale tangible assets attributable to the Put Unit, allocating an amount to the portions of the stock of the corporate subsidiaries of Charter LLC attributable to the Put Unit equal to their fair value as required reasonably determined by Charter LLC and allocating the remainder to the portion of the franchises of Charter LLC and its non-corporate subsidiaries attributable to the Put Unit. Vulcan shall deliver a draft of the Allocation Agreement to the Holder within thirty (30) days after the Closing and Vulcan and Holder shall mutually agree upon the Allocation Agreement. Neither Vulcan nor Holder shall unreasonably withhold its approval and 3.3 At the Closing, (a) Vulcan or its assignee shall pay to the Holder the Purchase Price (or, if the next sentence applies, the Base Price) in immediately available funds by wire transfer or certified bank check; and (b) the Holder shall deliver to Vulcan or its assignee one or more certificates evidencing the Put Units to be purchased and sold at the Closing (if such Put Units are certificated securities), together with duly executed assignments separate from certificate in form and substance sufficient to effectuate the transfer of such Put Units to Vulcan or its assignee, together with a certificate of the Holder and its Permitted Transferee, if applicable, reaffirming the representations in Section 4. Notwithstanding the foregoing, if the Purchase Price per Put Unit is to be calculated pursuant to Section 3.1 above and if the Fair Market Value has not been determined by the New York Uniform Commercial CodeClosing, then only the Base Price shall be paid at the Closing. PACOP hereby fully waives any right Within 30 days after the date that the Fair Market Value has been determined in accordance with the terms of this Agreement, Vulcan or its assignee shall pay to challenge the determination Holder, for each Put Unit purchased, the excess (if any) of the Purchase Price over the Base Price in immediately available funds by wire transfer or certified bank check. 3.4 The Closing shall be held at the offices of Irell & Mane▇▇▇ ▇▇▇ in Los Angeles, California, on a business day selected by Vulcan (as to which prompt written notice is to be given to the Holder) no later than 90 days after the delivery of notice that the Put Option is being exercised, or at such other time and calculation of such Mezzanine Loan Deficiencyplace as the Holder and Vulcan may agree. The Holder and Vulcan will cooperate so as to permit all documents required to be delivered at the Closing to be delivered by mail, delivery service or courier without requiring either party or his or its representatives to be physically present at the Closing.

Purchase Price Closing. The purchase price per share of the shares of Common Stock purchased pursuant to this Section 3 (athe “Section 3.3 Called Shares”) shall be equal to the lesser of (i) ninety percent (90%) of the Award Holder’s Cost and (ii) the Fair Market Value of such share on the business day immediately preceding the date of repurchase (the lesser of (i) and (ii), the “Section 3.3 Call Price”). The total amount which the buying party shall pay the selling party in closing of a purchase pursuant to this Section 3.3 shall be take place at the amount principal office of the Company ten days following the date of the Repurchase Notice (and if such tenth day is not a business day, then the first business day thereafter), except that the selling party would have received if the Company is prohibited from repurchasing any Section 3.3 Called Shares by any contractual obligation of the Company or any of its Affiliates, by the terms of any capital stock or by applicable law (icollectively, “Prohibitions”), the closing of such purchase shall take place on the first practicable date on which the Company is permitted to purchase such Section 3.3 Called Shares but no interest shall be paid to the Award Holder on the Section 3.3 Call Price during such period. If at any time the Prohibitions shall cease to be applicable to any portion of the Section 3.3 Called Shares not purchased, then the Company shall purchase such portion on the first practicable date on which the Company is permitted to do so. At such closing, the Award Holder shall sell, convey, transfer, assign and deliver to the Company all right, title and interest in and to the Section 3.3 Called Shares, which shall constitute (and, at the closing, the Award Holder shall represent, warrant and certify the same to the Company in writing) sold good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Property Company and the NMP Entities pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Award Holder, and the Company shall deliver to the Award Holder, in full payment of the Section 3.3 Call Price payable for each Section 3.3 Called Share, a check payable to the order of the Award Holder, in an amount equal to the Buy-Sell Stated Value, (ii) satisfied the indebtedness of the Company specifically referred to in subsection (b) below (and no other liabilities) out of the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent). (b) In determining the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced Section 3.3 Call Price multiplied by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount aggregate number of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiency.Section

Purchase Price Closing. (a) The total amount which Subject to Section 2.08 hereof, the buying party shall pay purchase price for the selling party in a purchase Purchased Assets shall be the amount that the selling party would have received if the Company sum of (i) sold the Property for an amount equal to the Buy-Sell Stated Value, $12,000,000 less (ii) satisfied the indebtedness sum of the Company specifically referred to in subsection applicable German Pension Plan Reduction Amounts (bthe “Closing Purchase Price”) below (and no other liabilities) out of plus the sale proceeds and (iii) distributed the remaining balance to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company (i.e., 51%, in the case of PACOP, and up to 49%, in the case of Administrative Agent)Assumed Liabilities. (b) In determining Subject to the terms and conditions of this Agreement, the closing (the “Closing”) of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities hereunder shall take place at the offices of C▇▇▇▇▇, H▇▇▇ & S▇▇▇▇▇▇ LLP in Boston, Massachusetts as soon as possible, but in no event later than three (3) Business Days after satisfaction of the conditions set forth in Article IX (Conditions to Closing); provided, however, that to facilitate an orderly transition for accounting purposes, such Closing may be delayed by Seller up until the last day of the calendar month in which such conditions are satisfied. (c) At the Closing, Seller shall deliver to Buyer a duly executed B▇▇▇ of Sale covering the Purchased Assets and any other transfer document to be executed by Seller to the extent required to be filed with any Governmental Authority upon the Closing, together with the following instruments and agreements, each in form reasonably satisfactory to counsel for Buyer: (i) one or more duly executed Assignment and Assumption Agreements relating to the Assumed Liabilities; (ii) one or more duly executed Trademark Assignments; (iii) one or more duly executed Intellectual Property License Agreements; (iv) one or more duly executed Lease Assignments; (v) one or more duly executed Sublease Agreements (Buyer and Seller acknowledge and agree that “Landlord” (as defined in the License to Sublet Part) may require some changes to the form of License to Sublet Part that is attached as part of Exhibit H to this Agreement and each party agrees that it will accept any such required changes by Landlord as long as such change does not materially alter the substantive business terms of this Agreement); (vi) one or more duly executed Transition Services Agreements; (vii) a duly executed Deerfield Letter Agreement; (viii) releases, satisfactions or terminations of all mortgages, financing statements or other evidences of any Lien with respect to the Purchased Assets (except for Permitted Liens); (ix) certificates of the appropriate officers of the State of Illinois, dated no earlier than the date of this Agreement, certifying that Seller is qualified to do business and is in good standing as a foreign corporation in such state; (x) the certificate referred to in Section 9.02(c); (xi) one or more duly executed Patent Assignments; (xii) one or more duly executed Copyright Assignments; (xiii) all records referred to in section 49 of VATA 1994; and (xiv) such other documents and instruments as shall be required to consummate the transaction contemplated hereunder. (d) At the Closing, Buyer shall deliver to Seller, each in form reasonably satisfactory to counsel for Seller: (i) a certified or official bank check payable to the order of Seller, or make a wire transfer to an account designated by Seller, in the amount of the liabilities that the Company would pay pursuant to Subsection 2(a)(ii), it shall be assumed that the Company would satisfy (through payment of the full payoff amount), Closing Purchase Price in order, the following liabilities in full (and no others): (i) the Secured Note, and immediately available funds; (ii) any Mezzanine Loan Deficiency. As used duly executed counterparts of those documents referred to in this Agreement “Mezzanine Loan Deficiency” Sections 2.07(c)(i), (ii), (iii), (iv), (v), (vi), (vii), (xi) and (xii) and the documents referred to in Section 2.07(xiii); (iii) the certificate referred to in Section 9.03(c); and (iv) such other documents and instruments as shall be determined based upon required to consummate the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiencytransaction contemplated hereunder.

Purchase Price Closing. The purchase price per share of the shares of Class B Common Stock purchased pursuant to this Article 4 shall be equal to the lesser of (a) $357.84 (adjusted to reflect any Capital Transaction effected after the Closing Date and prior to the date of the Repurchase Notice) and (b) the Book Value Per Share (except that any reference to the Delivery Date or Election Date shall instead be a reference to the date of the Repurchase Notice). If such purchase price is determined pursuant to clause (b) of the preceding sentence, then the Company shall, within 15 days following the later of receipt of the Employee's written request therefor (which request must be made within eight days of the date of the Repurchase Notice) and the date the relevant financial statements are available, provide the Employee with the same purchase price certificate and report of the Company's independent public accountants as are referred to in Section 3.2(b) hereof, and the Employee hereby agrees to the same confidentiality, non-use and non-disclosure provisions with respect thereto as are contained in Section 3.2(b) hereof. The total amount which calculations as set forth on such certificate shall be final and binding on the buying party shall pay Company and the selling party in a Employee for purposes of this Agreement. The closing of such purchase shall be take place at the amount principal office of the Company 10 days following the date of the Repurchase Notice or, if a written request therefor was timely made, 10 days following the date of delivery of the aforesaid certificate and report, except that the selling party would have received if the Company (i) sold the Property for an amount equal is prohibited from repurchasing any shares of Class B Common Stock pursuant to the Buy-Sell Stated Value, (ii) satisfied the indebtedness this Article 4 by any contractual obligation of the Company specifically referred or any of its Affiliates or by applicable law, the closing of such purchase shall take place on the first practicable date on which the Company is permitted to in subsection (b) below purchase such shares (and no other liabilities) out the provisions of the sale proceeds last two sentences of Section 3.2(e) shall likewise apply to repurchases pursuant to this Article 4). At such closing, the Employee shall sell, convey, transfer, assign and (iii) distributed the remaining balance deliver to Administrative Agent and PACOP in accordance with their respective percentage ownership interests in the Company all right, title and interest in and to the shares of Class B Common Stock being purchased by the Company, which shall constitute (i.e.and, 51%at the closing, the Employee shall certify the same to the Company in writing) good and unencumbered title to such shares, free and clear of all liens, security interests, encumbrances and adverse claims of any kind and nature (other than those in favor of the Company and the FL & Co. Companies pursuant to this Agreement), and shall deliver to the Company a certificate representing the shares duly endorsed for transfer, or accompanied by appropriate stock transfer powers duly executed, and with all necessary transfer tax stamps affixed thereto at the expense of the Employee, and the Company shall deliver to the Employee, in full payment of the case purchase price payable pursuant to this Section 4.3 for the shares of PACOPClass B Common Stock purchased, and up a check payable to 49%the order of the Employee, in the case of Administrative Agent). (b) In determining the amount of the liabilities that aggregate purchase price for the shares purchased. Notwithstanding anything herein to the contrary, from and after the date of the Repurchase Notice, the Employee shall not have any rights with respect to any shares of Class B Common Stock which the Employee is required to sell to the Company would pay pursuant to Subsection 2(a)(iithis Article 4 (including any rights pursuant to Section 3.3 or 3.4 hereof), it shall be assumed that except to receive the Company would satisfy (through payment of the full payoff amount), in order, the following liabilities in full (and no others): (i) the Secured Note, and (ii) any Mezzanine Loan Deficiency. As used in this Agreement “Mezzanine Loan Deficiency” shall be determined based upon the actual amount received (or bid or credited, as applicable) by Administrative Agent at a foreclosure sale under and in accordance with the Security Agreement on such Membership Interests as Administrative Agent may foreclose on expeditiously and without opposition; the full payoff amount of the loans evidenced by the Mezzanine Loan Agreement, less the amounts so received, bid or credited, as applicable, shall be the Mezzanine Loan Deficiency. In the event that Administrative Agent has not yet foreclosed on the Pledged Interests, the Mezzanine Loan Deficiency shall be an amount equal to the full outstanding amount of the Mezzanine Loan. Administrative Agent shall provide PACOP notice of such foreclosure sale as required by the New York Uniform Commercial Code. PACOP hereby fully waives any right to challenge the determination and calculation of such Mezzanine Loan Deficiencypurchase price therefor.