Common use of Purchase Price Payment Terms Clause in Contracts

Purchase Price Payment Terms. The consideration payable for Seller’s Stock (the “Purchase Price”) shall be (a) Three Million Five Hundred Dollars ($3,500,000) which shall be paid at Closing to Seller as follows (i) $2,600,000 in cash payable by wire transfer in immediately available good funds to an account designated by Seller; (ii) the delivery of a promissory note attached hereto in the form substantially as set forth in Exhibit A, in the principal amount of $900,000 together with simple interest thereon at a rate of 5.5% (the “Note”) which Note shall be secured by a UCC Security Interest granted by Buyer and the Company in all Company assets in the form attached hereto as Exhibit A (the “Security Interest”), and which UCC Security Interest shall be perfected by the filing of a UCC Financing Statement or as otherwise required; plus (b) delivery of the Drone USA Stock Warrants; plus (c) the Earnout Payments. Seller’s Security Interest shall be subordinated to the security interest of Buyer’s lender, namely TCA Global Master Fund, LP, for a loan to Buyer not exceeding the principal amount of $6,500,000, or the security interest of any substitute lender (provided the principal amount of the loan to Buyer does not exceed $6,500,000), it being expressly acknowledged and understood that the payment to the Seller is being funded by the Buyer’s lender and that this lender requires, and any substituted lender will likely require, a first priority security interest in all of the assets of Drone USA, Inc. including the assets being purchased by way of stock acquisition as set forth herein.