Common use of Purchase Price Payment Clause in Contracts

Purchase Price Payment. (a) Subject to adjustment under Section 1.3, if applicable, in consideration of the transfer of the Shares to Buyer and the other undertakings of Sellers set forth in this Agreement, Buyer agrees to pay to Sellers, in the aggregate, the sum of (i) $49,976,000 plus (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”). (b) Subject to adjustment under Section 1.3, if applicable, $42,476,000 of the Purchase Price (the “Initial Payment”) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, and $7,500,000 of the Purchase Price will be paid into escrow pending (i) the collection by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrow, as more fully set forth in the escrow agreement (the “Escrow Agreement”). (c) The Deferred Payment Amount, which will not exceed $14,000,000 in the aggregate, will be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction of the payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.

Purchase Price Payment. 11.1 The Purchaser hereby agrees to pay DEVELOPER the Purchase Price set forth herein for the purchase of: 11.1.1 the Purchaser System; and 11.1.2 the occupancy right of Purchaser's fibers in DEVELOPER's conduit (i.e. the Primary Conduit); and 11.1.3 the right to use the regeneration facilities as described in Article 20 and Exhibit A; and 11.1.4 the right to use all appurtenances constructed pursuant to this Agreement and relating to Purchaser System; NOTE: CERTAIN MATERIAL HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SEC. NOTATIONS OF [ * * * ] HAVE BEEN USED TO INDICATE SUCH AN OMISSION. 11.1.5 the right to use, access and occupy the Purchaser System in accordance with the terms and conditions of this Agreement 11.1.6 the right to exercise the rights and privileges set forth in the Marketing Agreement. 11.2 The Purchase Price shall be the aggregate sum of the following: 11.2.1 [ * * * ] of the Project Costs; and 11.2.2 a Management Fee equal to [ * * * ] of the Purchase Price. In no event to exceed [ * * * ] of the payment cap as set forth in Section 11.4(a). When calculating the Management Fee, the portion of Project Costs attributable to an increase in the number of fibers in the Primary Conduit beyond [ * * * ] fibers, if any, shall not be considered; and 11.2.3 [ * * * ] of the total actual costs for the design, engineering and construction of any additional work, if any, in excess of those described in this Agreement and at the written request of Purchaser, plus [ * * * ] for supervision and management, provided that DEVELOPER shall not be required to perform any additional work that would materially delay the Project or extend beyond the scheduled Project Completion Date without the mutual agreement of the Parties. 11.2.4 the taxes set forth in Section 11.9. 11.3 The Purchase Price shall be paid by the Purchaser to DEVELOPER in the manner and at the time as set forth in Exhibit B. The Maximum Budget (as set forth below) and the Purchase Price set forth herein, is based on an assumed route mileage of one thousand one hundred one (1,101) miles for the System (the "Assumed Mileage"). In the event the actual route mileage is not equal to the Assumed Mileage upon completion of the Project, the Maximum Budget shall be adjusted based on [ * * * ] per route mile, multiplied by the actual route miles constructed (based on the cost of purchasing of a [ * * * ]). 11.4 The Purchaser and DEVELOPER hereby agree that the maximum budget for the Project (excluding the Management Fee) is [ * * * ] subject to modification due to agreed upon changes, and pursuant to Section 7.4 (the "Maximum Budget"). In the event the actual Project Costs are not equal to the Maximum Budget upon completion of the Project, the Purchase Price shall be adjusted as follows: NOTE: CERTAIN MATERIAL HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SEC. NOTATIONS OF [ * * * ] HAVE BEEN USED TO INDICATE SUCH AN OMISSION. (a) Subject to adjustment under Section 1.3, if applicable, in consideration cost overruns due to events of the transfer of the Shares to Buyer and the other undertakings of Sellers Force Majeure as set forth in this AgreementSection 1.7, Buyer agrees to pay to Sellersif the actual Project Costs upon completion of the Project exceed the Maximum Budget, in the aggregate, the sum Purchaser's share of (i) $49,976,000 plus (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregateProject Costs, as adjustedset forth in Section 11.2.1, shall be capped at [ * * * ] of the “Purchase Price”)Maximum Budget. (b) Subject to adjustment under Section 1.3, if applicable, $42,476,000 If the actual Project Costs upon completion of the Purchase Price (Project are less than the “Initial Payment”) will Maximum Budget, each Party shall pay [ * * * ] of the actual Project Costs as set forth herein. In addition, the DEVELOPER shall be paid to Sellers at Closing by wire transfer of immediately available funds entitled to an account designated by Sellers Representative, and $7,500,000 increase in the Management Fee equal to [ * * * ] of the Purchase Price will be paid into escrow pending (i) amount by which the collection by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration final Project Costs upon completion are less than [ * * * ] of the escrow, as more fully set forth in the escrow agreement (the “Escrow Agreement”)Maximum Budget. (c) If the actual Project Costs upon completion of the Project equal the Maximum Budget, as set forth above, Purchaser and DEVELOPER shall each pay [ * * * ] of the actual Project Costs as contemplated in Section 11 of this Agreement. 11.5 Each month DEVELOPER shall provide to the Purchaser an up-to-date costs report of the Project on a percentage of completion basis and forecast reports prepared in accordance with generally accepted accounting principles. In the event DEVELOPER's revised estimate of the total costs of the Project exceeds the initial estimated budget or any revised estimate of timing that materially varies from the Project Schedule, DEVELOPER shall notify the Purchaser immediately and provide the documentation necessary to substantiate the increased costs and/or change in timing. 11.6 A complete set of books of account and records of the Project, truly and accurately documenting the Project Costs of the Project shall be maintained at DEVELOPER's office. The Deferred Payment AmountPurchaser or its designated representatives shall have access to and right to inspect, which will not exceed $14,000,000 copy and audit such books and records during the business hours with prior notice reasonably given to DEVELOPER. In the event that the Purchaser disputes any amount, the Purchaser shall provide written notice describing in detail the basis for any such dispute and promptly forward such notice to DEVELOPER. To the extent DEVELOPER and the Purchaser are otherwise unable to resolve such dispute through their respective operating and administrative personnel within thirty (30) days after notice thereof from the Purchaser, the matter shall be submitted for dispute resolution as provided in Article 35 herein. 11.7 In addition to the Purchase Price, the Purchaser further agrees that it shall pay [ * * * ] of the total maintenance costs pursuant to the provisions of the maintenance agreement to be entered into between DEVELOPER and the Purchaser. NOTE: CERTAIN MATERIAL HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE SEC. NOTATIONS OF [ * * * ] HAVE BEEN USED TO INDICATE SUCH AN OMISSION. 11.8 Subject to the provisions of Article 13, in the aggregateevent that either Party fails to make any payment under this Agreement when due, will be paid to Sellers within 10 such amounts shall accrue interest, from the date five (5) days after each month end in which any Deferred Payment Amount such payment is due Sellers hereunder until paid, compounded monthly, at an annual rate equal to the Prime Rate, plus [ * * * ]; provided that if the highest percentage rate allowed by law is received lower than such rate, then the rate shall be such highest rate allowed by wire transfer of immediately available funds law. In addition to an account designated by Sellers Representative, subject to satisfaction of the interest payment conditions set forth on Exhibit 1.2(c). Buyer in this Section 11.8, if the Purchaser fails to make timely payments when due, the Project Completion Date for the Purchaser System shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according be automatically extended by a number of days equal to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection number of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates days that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum elapse from the date such amount payment is required to be paid hereunder due until paid, increasing to 15% per annum . 11.9 The Purchaser shall be responsible for and pay all sales and/or purchase taxes levied or assessed by any governmental agency in connection with the purchase by Purchaser from and after 30 days DEVELOPER of the due date and increasing to 18% per annum from and after 60 days of the date duePurchaser System.

Purchase Price Payment. The total consideration for the Assets (athe “Purchase Price”) Subject shall be equal to adjustment under Section 1.3, if applicable, in consideration of the transfer of the Shares to Buyer and the other undertakings of Sellers set forth in this Agreement, Buyer agrees to pay to Sellers, in the aggregate, the sum of (i) $49,976,000 the RandM Assets Purchase Price, plus (ii) three million, four hundred and thirty thousand dollars ($3,430,000.00) for the Deferred Payment Amountother Multiband Assets and the Rainbow Assets, which portion of the purchase price is calculated based on the Closing Date Free Cash Flow and the Purchaser’s Minimum IRR and the assumption that at the Closing, the Closing Date Weighted Average Remaining ▇▇▇ Agreement Term will be at least eighty-four (84) months, plus (iii) the Tax Refund Amount (in Assumed Liabilities; provided, however, that the aggregate, as adjusted, the “Purchase Price”). (b) Subject to adjustment under Section 1.3, if applicable, $42,476,000 portion of the Purchase Price described in subsection (ii) above shall be adjusted up or down as set forth on Schedule 2.3(a) to reflect the “Initial Payment”actual Closing Date Weighted Average Remaining ▇▇▇ Agreement Term. Schedule 2.3(b) sets forth the calculation of the Purchase Price excluding the Assumed Liabilities and the RandM Assets Purchase Price and details the calculations for Free Cash Flow and the Purchaser’s Minimum IRR. The cash portion of the Purchase Price attributable to the Schedule 2.4 ▇▇▇ Assets will be paid by Purchaser to Rainbow at the Initial Closing as described in Section 2.4 below. The balance of the Purchase Price shall be paid to the Sellers at the Closing by wire transfer as follows: (i) eighty percent (80%) of immediately available funds to an account designated by Sellers Representative, and $7,500,000 the cash portion of the Purchase Price will be paid into escrow pending (i) the collection by the Company or a Subsidiary of those accounts receivable set forth to Sellers based on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), their respective Gross Margin Percentages and (ii) resolution twenty percent (20%) of any the cash portion of the Purchase Price shall be held by Purchaser as an indemnity holdback to cover claims for indemnification that may be made by Buyer Purchaser under Article 5 during the stated duration of the escrow, as more fully set forth in the escrow agreement 9 hereof (the “Escrow AgreementIndemnity Holdback Amount”). (c) . The Deferred Payment Amount, which will not exceed $14,000,000 in the aggregate, will Holdback shall be paid released to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction of the payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according pursuant to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection terms of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtorSection 2.6 below. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.

Purchase Price Payment. (a) Subject The cash purchase price for the Acquired Assets is $4,502,400. At the Closing, the Buyer will, by wire transfer or other delivery of immediately available funds, (i) (A) pay to adjustment under the Seller (subject to Section 1.32.3(b)), if applicablesubject to increase or decrease as applicable for the Net Rental Equipment Adjustment, $4,052,400, and (B) deposit $450,000 into the Escrow Account and (ii) assume the Assumed Liabilities (and the amounts paid and deposited to and in consideration respect of the transfer of the Shares to Buyer Seller and the other undertakings of Sellers Assumed Liabilities will constitute the full purchase price for the Acquired Assets). The amount deposited in the Escrow Account will belong to the Seller, subject to the Seller's indemnification obligations set forth in this Agreement, Buyer agrees and will be held, invested, administered and disbursed according to pay to Sellers, in Section 7.1(b) hereof and the aggregate, the sum of (i) $49,976,000 plus (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”)Escrow Agreement. (b) Subject At the Closing, the Buyer will deposit into a demand deposit account in the name of the Buyer and the Shareholders' Agent, from the amount otherwise payable to adjustment under the Seller pursuant to Section 1.32.3(a)(i)(A), an amount equal to the Reserve Amount, and such funds shall initially constitute the Liabilities Reserve. The funds on deposit in the Liabilities Reserve will belong to the Seller, subject to the provisions of this Section 2.3(b). Following the Closing, the Liabilities Reserve will be applied to the payment of Reserved Seller Liabilities, by disbursements from that account by 6 the Buyer or the Shareholders' Agent, as the Reserved Seller Liabilities become due and payable. To the extent that the Buyer receives a bill ▇▇ invoice representing, or is otherwise aware of, any Reserved Seller Liabilities, the Buyer may cause funds to be disbursed from the Reserve Amount to satisfy such Reserved Seller Liabilities. Reserved Seller Liabilities representing accrued vacation and other accrued employee benefits with respect to those persons who are employees of the Seller as of the Closing Date and who become employees of the Buyer effective as of the Closing will be satisfied by payment of the amount thereof to the Buyer as the Buyer provides such benefits or makes cash payments in lieu thereof to employees. The Shareholders' Agent will take all actions necessary to cause the Liabilities Reserve to be applied to satisfy Reserved Seller Liabilities and, if applicablethe Liabilities Reserve has been exhausted, $42,476,000 the Seller and the Shareholders will provide additional funds as required to satisfy Reserved Seller Liabilities. Nothing in this Agreement will be deemed to limit the joint and several obligations of the Purchase Price (Seller and the “Initial Payment”Shareholders to pay the Reserved Seller Liabilities in full. After all Reserved Seller Liabilities have been satisfied, any excess Liabilities Reserve on deposit in the account created pursuant to this Section 2.3(b) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, and $7,500,000 of the Purchase Price Seller. Any disputes concerning the Liabilities Reserve will be paid into escrow pending (i) the collection settled by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrow, arbitration as more fully set forth provided in the escrow agreement (the “Escrow this Agreement”). (c) The Deferred Payment AmountAs soon as practicable after the Closing, which but effective as of the Closing, the parties will not exceed $14,000,000 prepare and initial a "Price Allocation Schedule", allocating for Tax reporting purposes the total consideration for the Acquired Assets among the various categories of Acquired Assets in the aggregatefollowing order and amounts: (i) to cash and cash equivalents, will be paid the $2,400 amount on the Closing Balance Sheet; (ii) to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds Closing Accounts Receivable, the amount on the Closing Balance Sheet; (iii) to an account designated by Sellers RepresentativeClosing Inventory, subject the amount on the Closing Balance Sheet; (iv) to satisfaction equipment and leasehold improvements, the greater of the payment conditions appraised fair market value (if the Buyer in its sole discretion obtains an appraisal before or after the Closing) or the current book value thereof as reflected on the Closing Balance Sheet; (v) to prepaid expenses, the unamortized balance on the Closing Balance Sheet; (vi) to any other assets, other than goodwill, the amount on the Closing Balance Sheet; and (vii) the entire remaining balance of the consideration shall be allocated to the goodwill of the Seller's business or, at the Buyer's sole discretion, to the other intangible assets which are included in the Acquired Assets. The parties acknowledge that such allocations for Tax reporting purposes were determined pursuant to arm's length bargaining regarding the fair market values of the Acquired Assets in accordance with the provisions of Code Section 1060. The parties agree to be bound by the allocations set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according to the schedule indicated thereinPrice Allocation Schedule for all federal, but will not be required to commence state and local Tax reporting purposes, including for purposes of determining any Proceedingincome, utilize any collection or similar agencygain, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivablesloss, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession depreciation or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate deductions in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope respect of such communications if Buyer believes that such communications would be reasonably likely assets. The parties further agree to adversely affect prepare and file all Tax Returns (including Form 8594 under the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself Code) in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtorconsistent with such allocations. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.

Purchase Price Payment. (a) Subject to adjustment under Section 1.3At the Closing, if applicable, in consideration of the transfer of the Shares to Buyer and the other undertakings of Sellers set forth in this Agreement, Buyer agrees to Purchaser shall pay to Sellers, in the aggregate, the Seller an aggregate amount equal to sum of (i) $49,976,000 plus (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”). (b) Subject to adjustment under Section 1.3, if applicable, $42,476,000 of the Purchase Price (the “Initial Payment”) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, and $7,500,000 of the Purchase Price will be paid into escrow pending of: (i) the collection by estimated * of the Company or a Subsidiary Purchased Assets as of those accounts receivable the Closing Date and as set forth on Exhibit 1.2(bSCHEDULE 1.3.1(a)(i) (estimated by Sellers not to exceed $257,724), the "ESTIMATED CLOSING VALUE") which Estimated Closing Value has been prepared consistent with *; and (ii) resolution all documented and reasonable costs out-of-pocket costs (which may include write-offs or similar charges), which shall not exceed in the aggregate $*, incurred by the Seller to terminate and sell the Transferred Business, including without limitation: (x) Seller's legal, accounting and other costs and expenses associated with this Agreement and the transactions contemplated hereunder; (y) all sales and transfer taxes and any other governmental charges payable by Seller (excluding any taxes or other governmental charges due and payable upon the income of Seller) upon the sale or transfer of the Purchased Assets; (z) all costs to transfer the technology and assets of Seller (other than the Purchased Assets) to locations of Seller or any Cardinal Affiliate other than the Plant; and (aa) any severance costs or other costs resulting from termination of any claims for indemnification that may be made by Buyer under Article 5 during Plant Employee(s) in connection with this Agreement and the stated duration sale and transfer of the escrowTransferred Business, all as more fully set forth in the escrow agreement (the “Escrow Agreement”). (c) The Deferred Payment Amount, which will not exceed $14,000,000 in the aggregate, will be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction of the payment conditions estimated and set forth on Exhibit 1.2(cSCHEDULE 1.3.1(a)(ii) (collectively, the "TRANSACTION COSTS"). Buyer ; less (A) the accrued but unpaid vacation liability as of the Closing assumed by the Purchaser for the Transferring Employees, an estimate of which as of the Effective Date is set forth on SCHEDULE 3.1.17 of the Disclosure Schedule, which Seller shall use commercially reasonable efforts in good faith update at least two (2) business days prior to collect Closing; and (B) the payments indicated on Exhibit 1.2(caccrued bonus liability assumed by the Purchaser pursuant to Section 1.4.1(h) (the “Tooling Receivables”"INITIAL PURCHASE PRICE"). At least two (2) according business days prior to Closing, Seller shall provide to Purchaser an updated SCHEDULE 1.3.1(a)(ii) setting forth the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtorestimated Transaction Costs. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtorThe *; provided, however, that Buyer may reasonably limit * under that certain Supply Agreement between Seller and ▇▇▇▇▇, dated April 1, 2004, as amended (the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor"SUPPLY AGREEMENT"). (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.

Purchase Price Payment. (a) Subject to adjustment under Section 1.3The aggregate consideration for the sale, if applicableassignment, in consideration transfer, conveyance and delivery by Sellers of the transfer of the Shares Assets to Buyer and the other undertakings of Sellers set forth in this Agreement, Buyer agrees to pay to Sellers, in the aggregate, the sum of Buyers at Closing shall be (i) $49,976,000 plus an aggregate purchase price (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”), which shall be subject to adjustment in accordance with Section 2.5, equal to the sum of (A) the Base Price, plus (B) the sum of the Estimated Fuel Inventory Value, the Estimated Total Change Fund Value and the Estimated Non-Fuel Inventory Value, minus (C) the Agreed Adjustment, minus (D) the Assigned Drop Value of any Rejected Properties, minus (E) the amount of all Property Taxes allocable to Sellers in accordance with Section 6.2(b) that have not been paid prior to Closing, and plus (F) the amount of all Property Taxes allocable to Buyers in accordance with Section 6.2(b) but paid by Sellers prior to Closing (collectively, the “Closing Cash Payment”) and (ii) the assumption of the Assumed Liabilities, in each case without duplication. (b) Subject to adjustment under Section 1.3, if applicable, $42,476,000 of the Purchase Price Not later than two (the “Initial Payment”2) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, and $7,500,000 of the Purchase Price will be paid into escrow pending (i) the collection by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrow, as more fully set forth in the escrow agreement (the “Escrow Agreement”). (c) The Deferred Payment Amount, which will not exceed $14,000,000 in the aggregate, will be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction of the payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according Business Days prior to the schedule indicated thereinClosing Date, but will not Buyers shall deposit or cause to be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amountdeposited, by wire transfer of immediately available federal funds in accordance with the Title Company’s written directions, with the Title Company, the Closing Cash Payment calculated in accordance with Section 2.4(a). On the Closing Date, the Title Company shall pay to an or at the direction of Sellers, by wire transfer of immediately available federal funds in accordance with Sellers’ written directions, the Closing Cash Payment calculated in accordance with Section 2.4(a), minus the LSP Escrow Amount, if any. The LSP Escrow Amount, if any, shall (A) be placed by the Title Company into a separate account designated by Sellers Representative(the “LSP Escrow Account”) with the Escrow Agent and (B) be available solely to pay amounts (if any) owed pursuant to Section 2.5 and Section 5.9, in each case, subject to the terms and conditions set forth in this Agreement and the Escrow Agreement. Buyer will promptly notify Sellers of receipt The LSP Escrow Amount, if any, shall be held in escrow as trust funds and shall not be subject to any Lien, attachment, trustee process or other judicial process of any Tax Refund Amountcreditor of any Person and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days The release of the due date and increasing respective LSP Escrow Amount, if any, shall occur as described in the Escrow Agreement, subject to 18% per annum from and after 60 days the terms of the date duethis Agreement.

Purchase Price Payment. (a) Subject to adjustment under Section 1.3, if applicable, in The aggregate consideration of for the transfer of the Target Shares to Buyer and the other undertakings of Sellers set forth in this Agreement, Buyer agrees to pay to Sellers, in the aggregate, the sum shall consist of (i) $49,976,000 plus a percentage payment calculated as a percentage of Target’s Sales, as described in sub-section (ii) the Deferred Payment Amount, plus below; and (iiiii) the Tax Refund Amount a grant of Ultralife Shares as described in subsection (in the aggregate, as adjustedi) below (together, the “Purchase Price”). On the terms and subject to the conditions set forth herein, Buyer shall pay the Purchase Price to Sellers as follows: (i) At Closing, Buyer shall deliver to each Seller a certificate representing 50,000 Ultralife Shares. (bii) Subject to adjustment under Section 1.3Following the Closing, if applicableTarget achieves certain Sales targets during the Measuring Periods, $42,476,000 of the Purchase Price then Buyer shall deliver payments to Sellers as follows (the “Initial PaymentHoldback Amount”): (A) Buyer shall deliver the Holdback Amount to Sellers, calculated at the rate of 5% of Target’s Sales, up to the operating plan amount set by Buyer in consultation with Sellers (“Plan Amount”) will for the remainder of the calendar year following the Closing and for each of the subsequent three calendar years. (B) Buyer shall deliver the Holdback Amount to Sellers, calculated at the rate of 10% of the amount by which Target’s Sales exceed the Plan Amount for any of the following calendar years: 2008, 2009 and 2010. (C) The following illustrates how the Holdback Amounts are earned. If the Plan Amount is set at $5,000,000 for calendar year 2008 and Sales for 2008 are $6,000,000, the Holdback Amount for 2008 would be paid calculated on 5% of $5,000,000, plus 10% on $1,000,000 for a total of $350,000. (D) Any payments of Holdback Amounts due from Buyer to Sellers at Closing hereunder shall be made by wire transfer of immediately available funds to an such account or accounts as designated by Sellers Representative, and $7,500,000 within 60 days of the Purchase Price will conclusion of the applicable Measuring Period, so long as no Seller has violated any terms of this Agreement or the Post-Closing Agreement. Buyer shall distribute any Holdback Amounts paid pursuant to this Section equally to each Seller. (E) The following items shall be paid into escrow pending excluded from Sales for the purpose of calculating the Holdback Amount pursuant to this Section: (i) Sales made to Buyer or its Subsidiaries unless Buyer or any Buyer Subsidiary resells the collection products underlying such Sales to Target customers in which event the Sales by Buyer or any Buyer Subsidiary shall be included in Sales for purposes of calculating the Company or a Subsidiary Holdback Amount pursuant to this Section but shall not be included in sales for Stationary Power Systems, Inc. (“SPS”) for purposes of those accounts receivable set forth on Exhibit 1.2(bSection 2(b) (estimated by Sellers not of that certain Stock Purchase Agreement dated of even date herewith with respect to exceed $257,724)Buyer’s acquisition of SPS, and (ii) resolution any Sale where the gross margin of any claims such Sale is under 15% unless the average gross margin for indemnification all RPS Sales for that may be made by Buyer under Article 5 during year equals or exceeds the stated duration lesser of the escrow, as more fully gross margin set forth in the escrow agreement (the “Escrow Agreement”)applicable operating plan or 25%, unless otherwise agreed to by Buyer in its sole discretion. (c) The Deferred Payment Amount, which will not exceed $14,000,000 in the aggregate, will be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction of the payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.

Purchase Price Payment. (a) Subject to adjustment under Section 1.3, if applicable, in As consideration for the purchase of the transfer of Share, the Shares to Buyer and the other undertakings of Sellers set forth in this Agreement, Buyer agrees to Purchaser shall pay to Sellers, in the aggregate, Shareholders as follows (such aggregate consideration hereinafter collectively referred to as the sum of "Purchase Price"): (i) to the Shareholders, pro rata in proportion to their respective percentage ownership of the Stock as set forth on EXHIBIT A attached hereto, an aggregate of $49,976,000 plus 20,000,000 in cash, by wire transfer in immediately available funds (as unadjusted, the "Unadjusted Cash Payment"), such amounts to be subject to a decrease by the Adjustment Amount as provided in SECTION 2.03 (as adjusted, the "Cash Payment"); plus (ii) the Deferred Payment Amountamount, plus if any, of the Earn-out Payment, as provided in SECTION 2.04; as further adjusted by (iii) the Tax Refund Amount (adjustment as provided in SECTION 4.01 of the aggregate, as adjusted, the “Purchase Price”)Master Transaction Agreement. (b) Subject to adjustment under Section 1.3At the Closing, if applicable, $42,476,000 of the Purchase Price (the “Initial Payment”) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, and $7,500,000 of the Purchase Price will be paid into escrow pending Purchaser shall deliver: (i) to each Shareholder his respective portion of an amount equal to (a) the collection Unadjusted Cash Payment, as decreased by the Company or a Subsidiary Estimated Adjustment Amount as provided in SECTION 2.02(c), minus (b) the Escrow Amount delivered to the Escrow Agent pursuant to SECTION 2.02(b)(II), such amount to be allocated pro rata between the Shareholders in accordance with their respective percentage ownership of those accounts receivable the Stock as set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrow, as more fully set forth in the escrow agreement (the “Escrow Agreement”). (c) The Deferred Payment Amount, which will not exceed $14,000,000 in the aggregate, will be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction of the payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund AmountEXHIBIT A attached hereto, by wire transfer of immediately available funds to an the account designated by Sellers Representativeof such Shareholder, written notice of which account shall have been provided to the Purchaser not less than three (3) business days prior to the Closing. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required The aggregate cash payment to be paid hereunder until paidto the Shareholders at the Closing (after giving effect to the decrease by the Estimated Adjustment Amount) together with the Escrow Amount, increasing is hereinafter referred to 15% per annum from as the "Estimated Cash Payment;" and (ii) to Frost National Bank, as escrow agent (the "Escrow Agent"), an amount equal to Two Million Dollars ($2,000,000) (together with the amounts deposited pursuant to SECTION 2.08, the "Escrow Amount"). The Escrow Amount shall be maintained by the Escrow Agent pursuant to the terms of SECTION 2.08 hereof and after 30 the Escrow Agreement in substantially the form of EXHIBIT E attached hereto (the "Escrow Agreement") by and among the Purchaser, the Shareholders and the Escrow Agent. (c) As soon as reasonably practical, but in no event later than ten (10) business days prior to the Closing, the Shareholders shall in good faith cause to be prepared and delivered to the Purchaser estimated consolidated and individual balance sheets (as finally agreed upon by the parties, the "Estimated Closing Date Balance Sheet") of the due date Companies, which shall set forth on both a consolidated and increasing to 18% per annum from and after 60 days individual basis, an estimate of the date dueassets and liabilities of the Companies as of the Closing Date to be calculated and prepared in accordance with GAAP (subject to SECTION 2.02(d)) and to be delivered to the Purchaser. The Purchaser and the Shareholders shall, after reviewing the balance sheet prepared by the Shareholders, in good faith attempt to agree upon the Estimated Closing Date Balance Sheet. The amount of assets reflected on the Estimated Closing Date Balance Sheet shall hereinafter be referred to as the "Estimated Assets" and the amount of liabilities reflected thereon shall hereinafter be referred to as the "Estimated Liabilities." For purposes of calculating the Estimated Cash Payment due to the Shareholders at the Closing pursuant to SECTION 2.02(b)(I), the Unadjusted Cash Payment shall be decreased by the amount by which the Estimated Assets are less than Six Million Three Hundred Thousand Dollars ($6,300,000) and further decreased by the aggregate amount of the Estimated Liabilities (the aggregate amount of such decreases being hereinafter referred to as the "Estimated Adjustment Amount"). (d) The Estimated Closing Date Balance Sheet and the Closing Date Balance Sheet shall be prepared consistent with the following: (i) In addition to any other liabilities reflected on the Closing Date Balance Sheet, the following shall be accounted for as "Liabilities" of the Companies as of the Closing Date: Balance of the Loan to Central Fidelity Bank to be paid off at Closing Balance of payment to Visionary, Inc. of Maryland to be paid off at Closing Severance Payments to Employees Termination Payments to Phantom Doctors Payments to Executive Officers Deferred Bonuses Accrued Bonuses Amounts accrued for 401(k) Contributions for 1997 Transaction costs incurred prior to the Closing Date by the Companies associated with the negotiation, execution and consummation of transactions contemplated by this Agreement, the Master Transaction Agreement, the PC Purchase Agreement and other documents contemplated herein, including, but not limited to legal fees. (ii) The funds provided to Dr. Sarnit since December 31, 1996 and accounted for on the books and records of the Companies as reimbursement for business expenses or amounts in excess of reasonable compensation shall be, to the extent such expenses are not reasonable business expenses, reclassified as a loan to Dr. Samit, to be repaid by Dr. Samit prior to or concurrent with the Closing as contemplated in SECTION 7.19.

Purchase Price Payment. (a) Subject The cash purchase price for the First Closing Acquired Seller Assets is $490,500, for the Second Closing Acquired Seller Assets is $490,500 and for the Acquired Partnership Assets is $120,000. At the First Closing, the Buyer will, by wire transfer or other delivery of immediately available funds, (i) pay to adjustment under Section 1.3, if applicable, the Seller $490,500 and (ii) assume the First Closing Assumed Liabilities (and the amount paid to and in consideration respect of the Seller and the First Closing Assumed Liabilities will constitute the full purchase price for the First Closing Acquired Seller Assets). At the Second Closing, the Buyer will, by wire transfer or other delivery of immediately available funds, (i) (A) pay to the Seller $440,500 and (B) deposit $50,000 into the Escrow Account and (ii) assume the Second Closing Assumed Liabilities (and the amounts paid and deposited to and in respect of the Shares to Buyer Seller and the Second Closing Assumed Liabilities will constitute the full purchase price for the Second Closing Acquired Seller Assets). At the Second Closing, 5 the Buyer will, by wire transfer or other undertakings delivery of Sellers immediately available funds, pay to the Partnership $120,000. The amounts deposited in the Escrow Account will belong to the Seller, subject to the Seller's indemnification obligations set forth in this Agreement, Buyer agrees and will be held, invested, administered and disbursed according to pay to Sellers, in Section 7.1(b) hereof and the aggregate, the sum of (i) $49,976,000 plus (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”)Escrow Agreement. (b) Subject to adjustment under Section 1.3As soon as practicable after the applicable Closing, if applicablebut effective as of such Closing, $42,476,000 the Buyer and the Agent will prepare and initial a "Price Allocation Schedule", allocating for Tax reporting purposes the total consideration for the Acquired Seller Assets conveyed at such Closing among the various categories of Acquired Seller Assets in the Purchase Price (the “Initial Payment”) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, following order and $7,500,000 of the Purchase Price will be paid into escrow pending amounts: (i) to cash and cash equivalents, the collection by $500 amount per store on the Company Closing Balance Sheet; (ii) to Closing Inventory, the amount on the Closing Balance Sheet; (iii) to equipment and leasehold improvements, the greater of the appraised fair market value (if the Buyer in its sole discretion obtains an appraisal before or a Subsidiary after the applicable Closing) or the current book value thereof as reflected on the Closing Balance Sheet; (iv) to prepaid expenses, the unamortized balance on the Closing Balance Sheet; (v) to any other assets, other than goodwill, the amount on the Closing Balance Sheet; and (vi) the entire remaining balance of those accounts receivable the consideration shall be allocated to the goodwill of the Seller's business acquired at such Closing or, at the Buyer's sole discretion, to the other intangible assets which are included in the Acquired Seller Assets acquired at such Closing. The entire $120,000 paid to the Partnership at the Second Closing shall be allocated as set forth on Exhibit 1.2(b2.3(b) (estimated to the equipment constituting the Acquired Partnership Assets. The parties agree to be bound by Sellers not to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrow, as more fully allocations set forth in the escrow agreement (the “Escrow Agreement”). (c) The Deferred Payment Amount, which will not exceed $14,000,000 in the aggregate, will be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction of the payment conditions Price Allocation Schedules and set forth on Exhibit 1.2(c)2.3(b) for all federal, state and local Tax reporting purposes, including for purposes of determining any income, gain, loss, depreciation or other deductions in respect of such assets. Buyer shall use commercially reasonable efforts The parties further agree to prepare and file all Tax Returns (including Form 8594 under the Code) in good faith a manner consistent with such allocations. The parties acknowledge that such allocations for Tax reporting purposes were determined pursuant to collect arm's length bargaining regarding the payments indicated on Exhibit 1.2(c) (fair market values of the “Tooling Receivables”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection Acquired Assets in accordance with the collection provisions of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtorCode Section 1060. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.

Purchase Price Payment. In full consideration of the sale of the Shares by Sellers to Purchaser, and the other agreements of the parties hereunder, and subject to adjustment following the Closing in accordance with Section 2.3, and for the Earnout Amount in accordance with Section 2.4 the aggregate purchase price (the "Purchase Price") for the Shares is $3,000,000, which shall be payable as follows: (a) Subject to adjustment under Section 1.3, if applicable, in consideration of the transfer of the Shares to Buyer and the other undertakings of Sellers set forth in this Agreement, Buyer agrees to pay to Sellers, in the aggregate, the sum of (i) $49,976,000 plus (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”). (b) Subject to adjustment under Section 1.3, if applicable, $42,476,000 of the Purchase Price 100,000 (the “Initial "Closing Payment”) will "), which amount shall be paid delivered to Sellers at Closing in accordance with Schedule 2.2 attached hereto by wire transfer of immediately available funds at the Closing. (b) $1,400,000 (the "Deferred Payment"), which amount, subject to an account designated by reduction in accordance with Section 2.3, shall be delivered to Sellers Representative, and $7,500,000 in accordance with Schedule 2.2 attached hereto on the later of the Purchase Price will be paid into escrow pending (i) twenty-one (21) days following issuance to Purchaser of a DOE Approval Notice and resumption of Title IV funding of student financial aid programs for each of the collection by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), Schools and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration completion of the escrow, as more fully set forth in the escrow agreement Final Balance Sheet (the “Escrow "Deferred Payment Date"). The rights of Sellers to payment of the Deferred Payment and the Noncompetition Payments directly or pursuant to the Deferred Payment Letter of Credit shall be subject to Purchaser's offset rights pursuant to Section 9.9 of this Agreement”).; and (c) $1,500,000, which amount shall be evidenced by, and payable in accordance with, Purchaser's notes made in favor of Sellers (the "Seller Notes") in substantially the form of Exhibit A attached hereto and in accordance with Schedule 2.2 attached hereto, which Seller Notes shall bear interest (before default) at the rate of seven percent (7.0%) per annum payable quarterly in arrears, and after default at the rate of nine percent (9.0%) per annum, and subject to acceleration as therein provided, shall be due and payable in full on the fourth anniversary of the Closing Date. The Seller Notes shall be delivered simultaneously with the Closing Payment. The Seller Notes shall be secured by letters of credit in an aggregate amount equal to the amount of the Seller Notes and four (4) months interest thereunder issued by LaSalle National Bank (the "Note Letters of Credit") in substantially the form of Exhibit B attached hereto, which Note Letters of Credit shall be delivered to Sellers at the Closing. The rights of Sellers to payment pursuant to the Seller Notes and/or the Note Letters of Credit shall be subject to Purchaser's offset rights as provided in Section 9.9 (b) of this Agreement. In addition to the Purchase Price, Purchaser shall pay to Sellers the Noncompetition Payments in the aggregate amount of $2,000,000, as provided for in the Noncompetition Agreements, in accordance with Schedule 3.1(c) hereto, which Noncompetition Payments shall be made, subject to any rights to offset as provided in Section 9.9, on the Deferred Payment Date in accordance with the terms and conditions of the Noncompetition Agreements. The Deferred Payment Amountand the Noncompetition Payments shall be secured by a letter of credit in an aggregate amount equal to $3,400,000 issued by LaSalle National Bank (the "Deferred Payment Letter of Credit") for the benefit of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, as Escrow Agent, substantially in the form of Exhibit C hereto, which Deferred Payment Letter of Credit will not exceed $14,000,000 be delivered to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, as Escrow Agent at the Closing. Furthermore, simultaneously with the delivery of the Closing Payment, Purchaser shall deliver to Sellers a Guaranty (the "Guaranty") from CEC in the aggregate, will be paid form of Exhibit D attached hereto providing for the guaranty of performance by Purchaser of its obligations hereunder to Sellers within 10 days after each month end in which any make the Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds and to an account designated by Sellers Representative, subject to satisfaction of make the payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtorNoncompetition Payments. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.

Purchase Price Payment. (a) Subject At the Closing on the Closing Date, ----------------------- subject to adjustment under Section 1.3, if applicable, in consideration of the transfer of the Shares to Buyer terms and the other undertakings of Sellers conditions set forth in this Agreement, Buyer : (a) DRCA agrees to pay sell, convey, transfer, and deliver the PhysiCare Stock to SellersOCI, in and OCI agrees to purchase and accept the aggregate, the sum of (i) $49,976,000 plus (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”). PhysiCare Stock from DRCA; (b) Subject ▇▇▇▇▇▇▇ agrees to sell, convey, transfer, and deliver the Little Rock PA Stock to OHCSW, and OHCSW agrees to purchase and accept the Little Rock PA Stock from ▇▇▇▇▇▇▇; and (c) Houston Asset Sellers agree to sell, convey, transfer, and deliver the Houston Assets to OCI, and OCI agrees to purchase and accept the Houston Assets from Houston Asset Sellers. In full consideration for the sale, conveyance, transfer, and delivery to OCI of the PhysiCare Stock at the Closing, to OHCSW of the Little Rock PA Stock at the Closing, and to OCI of the Houston Assets at the Closing, Buyers shall pay to Sellers an aggregate total of Seven Million Seven Hundred Thousand Dollars ($7,700,000) (the "Purchase Price"), subject to adjustment under pursuant to the provisions of Section 1.38.5, if applicable, $42,476,000 of and further reduced by any amount agreed by Buyers and Sellers at or prior to the Closing. The Purchase Price (the “Initial Payment”) will shall be allocated among Sellers in accordance with Schedule 3 attached hereto and shall be paid to Sellers at Closing by wire transfer of in cash or other immediately available funds to an account designated by Sellers Representative, and $7,500,000 of at the Purchase Price will be paid into escrow pending (i) the collection by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrow, as more fully set forth in the escrow agreement (the “Escrow Agreement”). (c) The Deferred Payment Amount, which will not exceed $14,000,000 in the aggregate, will be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction of the payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtorClosing; provided, however, that Buyer may reasonably limit a total of Five Hundred Thousand Dollars ($500,000) of the scope Purchase Price shall, in lieu of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor. (d) One half of any Tax Refund Amount will be being paid to Sellers within three business days following receipt by at the Company of such Tax Refund AmountClosing, by wire transfer of immediately available funds be deposited with the Escrow Agent pursuant to an account designated by the Escrow Agreement (allocated among Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date duein accordance with Schedule 3 attached hereto).

Purchase Price Payment. The purchase price (a"Purchase Price") Subject for Holdings Capital Stock is One Hundred Ninety-One Million Dollars ($191,000,000) subject to adjustment under as provided in Section 1.32.2.1 and Section 2.4 below. The Purchase Price shall be payable (without regard to any withholding obligations) as follows: (i) on the Closing Date, if applicable, in consideration Schawk shall pay One Hundred Twelve Million Eight Hundred Thousand Dollars ($112,800,000) as adjusted pursuant to Section 2.2.1 below to the Stockholders' Representative on behalf of the Stockholders in immediately available funds by federal wire transfer to an account designated by Stockholders' Representative, (ii) on the Closing Date, Schawk shall issue and deliver Four Million (4,000,000) shares of Schawk's class A common stock, $0.008 par value, ("Schawk Class A Common Stock") to Stockholders' Representative, or at the Shares direction of Stockholders' Representative, to Buyer and the other undertakings of Sellers set forth Stockholders pro rata in this Agreement, Buyer agrees to pay to Sellersaccordance with each Stockholder's Percentage, in the aggregate, names and amounts specified by Stockholders' Representative on the sum of (i) $49,976,000 plus (ii) the Deferred Payment Amount, plus Closing Date and (iii) on the Tax Refund Amount Closing Date, Schawk shall deliver, on behalf of Stockholders, Ten Million Dollars ($10,000,000) (the "Escrow Amount") to the Escrowee named in the aggregate, as adjusted, the “Purchase Price”). (b) Subject to adjustment under Section 1.3, if applicable, $42,476,000 of the Purchase Price Escrow Agreement (the “Initial Payment”"Escrowee") will be paid to Sellers at Closing by wire transfer of in immediately available funds to an account designated by Sellers Representative, and $7,500,000 of the Purchase Price will be paid into escrow pending (i) the collection by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not Escrowee who shall hold such funds pursuant to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrow, as more fully set forth in the an escrow agreement (the “"Escrow Agreement”). (c") The Deferred Payment Amount, which will not exceed $14,000,000 in the aggregateform attached hereto and incorporated herein as Exhibit A. With respect to all holders of options (the "Option Holders") under the KAGT Holdings 2004 Equity Incentive Plan (the "Equity Plan") who have unexercised options at the effective time of the Closing, will Holdings shall inform each such Option Holder that any amounts to which such Option Holder would otherwise become entitled upon the exercise of such options issued to such Option Holder under the Equity Plan shall be delivered to a special compensatory trust established by Holdings, that is intended to be structured as a "rabbi trust" (the "KAGT Holdings Rabbi Trust"). The KAGT Holdings Rabbi Trust shall be established pursuant to a trust instrument reasonably satisfactory in form and substance to Schawk and the Stockholders' Representative. Accounts shall be established under the KAGT Holdings Rabbi Trust to which amounts shall be allocated for each of the Option Holders equal to the amount (including cash and, if applicable, shares of Schawk Class A Common Stock) to which each such Option Holder would have been entitled had the options been exercised at the Closing Date. Such amounts, together with notional earnings thereon (payable with respect to the cash portion of the trust corpus at a per annum rate of 5%), shall be paid to Sellers within 10 days after each month end such Option Holder on no later than July 1, 2005. Notwithstanding anything to the contrary contained herein, Stockholders' Representative shall have the right in which any Deferred Payment Amount due Sellers hereunder is its sole discretion to reallocate the respective amounts of cash and Schawk Class A Common Stock consideration to be received by wire transfer such Option Holders. The Escrow Amount, together with all interest and earnings thereon while held in escrow under the Escrow Agreement, are referred to collectively in this Agreement as the "Escrow Funds." The shares of immediately available funds Schawk Common Stock so delivered to an account designated by Sellers Stockholders' Representative, subject Stockholders or Escrowee are sometimes hereinafter referred to satisfaction as the "Registerable Securities." The Registerable Securities shall be entitled to the benefit of a registration rights agreement (the "Registration Rights Agreement") in the form attached hereto and incorporated herein as Exhibit B. Said Registration Rights Agreement shall provide, inter alia, that the holders of the payment conditions set forth on Exhibit 1.2(c). Buyer Registerable Securities shall use commercially reasonable efforts in good faith be entitled to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, require three demand registrations and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtorcertain incidental registration rights. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.

Purchase Price Payment. (a) Subject The purchase price ("Purchase Price") for the Shares shall be equal to an aggregate of $28,000,000, subject to adjustment under in accordance with the provisions of subparagraph (b)(i) of this Section 1.3, if applicable, 1.3 and subject to reduction in consideration accordance with the provisions of subparagraph (b)(iii) of this Section 1.3 by reason of the transfer of Company's failure to satisfy the Shares to Buyer and the other undertakings of Sellers earnings goals set forth in this Agreement, Buyer agrees to pay to Sellers, in the aggregate, the sum of (i) $49,976,000 plus (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”)such subparagraph. (b) Subject to adjustment under Section 1.3, if applicable, $42,476,000 of the The Purchase Price (the “Initial Payment”) will shall be paid by -- (i) Buyer's delivery to Sellers at the Closing by of a wire transfer of immediately available funds to an account one or more accounts designated in writing by Sellers Representativein the amount equal to $16,500,000 (the "Closing Payment"). The Closing Payment shall be adjusted as follows as of 12:01 a.m. on the Closing Date (as defined in Section 1.5 hereof), but after taking into account the AAA Distributions (as defined in Section 1.3(c) hereof): (A) increased by the book value of all cash and $7,500,000 accounts receivable of the Purchase Price will be paid into escrow pending Company (after giving effect to the AAA Distributions); and (B) decreased by the fair value of all liabilities (other than liabilities or other payables to or shareholder loans from the Sellers) and accrued obligations of the Company, including (i) the collection by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not liabilities to exceed $257,724), any financial institution and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration accrued and unused vacation pay of the escrowCompany's employees (whether or not earned). As promptly as practicable, as more fully set forth but in any event not later than sixty (60) days after the escrow agreement Closing Date, the Buyer and the Company shall cause to be prepared and delivered to the Sellers a statement (the “Escrow Agreement”). "Statement") of the adjustments, if any, required by subparagraph (cb)(i)(A) The Deferred Payment Amountand (B) of this Section 1.3, which will not statement shall be audited by Buyer's certified public accountants and certified by such firm to have been prepared in accordance with generally accepted accounting principles consistently applied and in substantially the manner used to prepare the Company's financial statements for the period ending December 31, 1996. Subject to the next literary paragraph, within fifteen (15) days after delivery to Sellers of the Statement, (x) the Sellers jointly and severally agree to pay to Buyer the amount, if any, by which the adjustments in subparagraph (b)(i)(B) exceed $14,000,000 the adjustments in subparagraph (b)(i)(A) and (y) the aggregateBuyer agrees to pay to the Sellers the amount, will if any, by which the adjustments in subparagraph (b)(i)(A) exceed the adjustments in subparagraph (b)(i)(B) (the amounts payable pursuant to clauses (x) and (y) are hereinafter referred to collectively as the "Purchase Price Adjustment"). The Purchase Price Adjustment shall be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds funds. The parties shall treat any payment made pursuant to this subparagraph (b)(i) as an account designated by adjustment to the Purchase Price for all purposes. If Sellers Representativein good faith disagree with the Statement, subject to satisfaction then Sellers shall notify the Buyer in writing (the "Notice of Disagreement") of such disagreement within fifteen (15) days after delivery of the payment conditions Statement to Sellers. The Notice of Disagreement shall set forth on Exhibit 1.2(c)in reasonable detail the basis for the disagreement. Thereafter, the Buyer and the Sellers shall use commercially reasonable efforts attempt in good faith to collect resolve and finally determine the payments indicated on Exhibit 1.2(cStatement. If Buyer and Sellers are unable to resolve the disagreement within fifteen (15) (the “Tooling Receivables”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection days after delivery of the Tooling ReceivablesNotice of Disagreement, then Buyer and Sellers shall select a mutually acceptable, nationally recognized independent accounting firm (such accounting firm being hereinafter referred to as the "Independent Accountant") to resolve the disputed items and make a written determination with respect thereto. Such determination will not reduce or otherwise compromise any Tooling Receivable in exchange forbe made, or to influence an account debtor to give, any concession or other accommodation and written notice thereof given to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivableand Sellers, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 thirty (30) days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.such

Purchase Price Payment. (a) Subject The cash purchase price for the Acquired Assets of (i) El Dorado is $480,000, (ii) Hot Springs is $295,000, (iii) Magnolia is $135,000, (iv) Camden is $100,000, (v) Arkadelphia is $110,000 and (vi) Leasing is $3,420,609. At the Closing, the Buyer will, by wire transfer or other delivery of immediately available funds, (i) (A) pay to adjustment under the Sellers (subject to Section 1.32.3(b)) $4,090,609, if applicable, in consideration of less the transfer of estimated Pre-Closing Personal Property Tax Amount (which estimated amount shall be agreed upon by the Shares to Buyer and the other undertakings Seller's Agent at least three business days prior to the Closing), and (B) deposit $450,000 into the Escrow Account and (ii) assume the Assumed Liabilities (and the amounts paid and deposited to and in respect of the Sellers and the Assumed Liabilities will constitute the full purchase price for the Acquired Assets). The amount deposited in the Escrow 5 Account will belong to the Sellers, subject to the Sellers' indemnification obligations set forth in this Agreement, Buyer agrees and will be held, invested, administered and disbursed according to pay to Sellers, in Section 7.1(b) hereof and the aggregate, the sum of (i) $49,976,000 plus (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”)Escrow Agreement. (b) Subject At the Closing, the Buyer will deposit into a demand deposit account in the name of the Buyer and the Sellers' Agent, from the amount otherwise payable to adjustment under the Sellers pursuant to Section 1.32.3(a)(i)(A), an amount equal to the Reserve Amount, and such funds shall initially constitute the Liabilities Reserve. The funds on deposit in the Liabilities Reserve will belong to the Sellers, subject to the provisions of this Section 2.3(b). Following the Closing, the Liabilities Reserve will be applied to the payment of Reserved Seller Liabilities, by disbursements from that account by the Buyer or the Sellers' Agent, as the Reserved Seller Liabilities become due and payable. To the extent that the Buyer receives a bill ▇▇ invoice representing, or is otherwise aware of, any Reserved Seller Liabilities, the Buyer may cause funds to be disbursed from the Reserve Amount to satisfy such Reserved Seller Liabilities. Reserved Seller Liabilities representing accrued vacation and other accrued employee benefits with respect to those persons who are employees of any Seller as of the Closing Date and who become employees of the Buyer effective as of the Closing will be satisfied by payment of the amount thereof to the Buyer as the Buyer provides such benefits or makes cash payments in lieu thereof to employees. The Sellers' Agent will take all actions necessary to cause the Liabilities Reserve to be applied to satisfy Reserved Seller Liabilities and, if applicablethe Liabilities Reserve has been exhausted, $42,476,000 the Sellers and the Shareholder will provide additional funds as required to satisfy Reserved Seller Liabilities. Nothing in this Agreement will be deemed to limit the joint and several obligations of the Purchase Price (Sellers and the “Initial Payment”Shareholder to pay the Reserved Seller Liabilities in full. After all Reserved Seller Liabilities have been satisfied, any excess Liabilities Reserve on deposit in the account created pursuant to this Section 2.3(b) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, and $7,500,000 of the Purchase Price Sellers. Any disputes concerning the Liabilities Reserve will be paid into escrow pending (i) the collection settled by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrow, arbitration as more fully set forth provided in the escrow agreement (the “Escrow this Agreement”). (c) The Deferred Payment AmountAs soon as practicable after the Closing, which will not exceed $14,000,000 in the aggregate, will be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction but effective as of the payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect Closing, the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the Sellers' Agent will prepare and initial a "Price Allocation Schedule" with respect to each Seller, allocating for Tax reporting purposes the total consideration for the Acquired Assets acquired from such Seller among the various categories of Acquired Assets acquired from such Seller in the following order and amounts: (i) to cash and cash equivalents, the $400 amount on the Closing Balance Sheet applicable account debtorto such Seller (except there will be no such amount allocated to Leasing); provided(ii) to Closing Accounts Receivable, howeverthe amount on the Closing Balance Sheet applicable to such Seller; (iii) to Closing Inventory, that the amount on the Closing Balance Sheet applicable to such Seller; (iv) to equipment and leasehold improvements, the greater of the appraised fair market value (if the Buyer may reasonably limit in its sole discretion obtains an appraisal before or after the scope Closing) or the current book value thereof as reflected on the Closing Balance Sheet applicable to such Seller; (v) to prepaid expenses, the unamortized balance on the Closing Balance Sheet applicable to such Seller; (vi) to any other assets, other than goodwill, the amount on the Closing Balance Sheet applicable to such Seller; and (vii) the entire remaining balance of the consideration shall be allocated to the goodwill of such communications if Buyer believes Seller's business or, at the Buyer's sole discretion, to the other intangible assets which are included in the Acquired Assets acquired from such Seller. The parties acknowledge that such communications would allocations for Tax reporting purposes were determined pursuant to arm's length bargaining regarding the fair market values of the Acquired Assets in accordance with the provisions of Code Section 1060. The parties agree to be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt bound by the Company allocations set forth in the Price Allocation Schedules for all federal, state and local Tax reporting purposes, including for purposes of determining any income, gain, loss, depreciation or other deductions in respect of such Tax Refund Amount, by wire transfer of immediately available funds assets. The parties further agree to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from prepare and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.file

Purchase Price Payment. (a) Subject to adjustment under Section 1.3The aggregate consideration for the sale, if applicableassignment, in consideration transfer, conveyance and delivery by Sellers of the transfer of the Shares Assets to Buyer and the other undertakings of Sellers set forth in this Agreement, Buyer agrees to pay to Sellers, in the aggregate, the sum of Buyers at Closing shall be (i) $49,976,000 plus an aggregate purchase price (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”), which shall be subject to adjustment in accordance with Section 2.5, equal to the sum of (A) the Base Price, as adjusted in accordance with Section 2.9, plus (B) the sum of the Estimated Fuel Inventory Value, the Estimated ▇▇▇▇▇ Cash Value and the Estimated Non-Fuel Inventory Value, plus (C) the Excess Covered Transaction Expenses, if any, minus (D) the Assigned Drop Value of any Rejected Properties, minus (E) any applicable adjustments to be made pursuant to Section 5.6(b), Section 5.6(c), Section 6.11(a), Section 6.11(b), or Section 6.14 minus (F) the amount of all Property Taxes allocable to Sellers in accordance with Section 6.2(b) that have not been paid prior to Closing, and plus (G) the amount of all Property Taxes allocable to Buyers in accordance with Section 6.2(b) but paid by Sellers prior to Closing (collectively, the “Closing Cash Payment”) and (ii) the assumption of the Assumed Liabilities, in each case without duplication. (b) Subject to adjustment under Section 1.3, if applicable, $42,476,000 of the Purchase Price Not later than two (the “Initial Payment”2) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, and $7,500,000 of the Purchase Price will be paid into escrow pending (i) the collection by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrow, as more fully set forth in the escrow agreement (the “Escrow Agreement”). (c) The Deferred Payment Amount, which will not exceed $14,000,000 in the aggregate, will be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction of the payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according Business Days prior to the schedule indicated thereinClosing Date, but will not Buyers shall deposit or cause to be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amountdeposited, by wire transfer of immediately available federal funds in accordance with the Title Company’s written directions, (i) with the Title Company an amount in cash equal to the Closing Cash Payment calculated in accordance with Section 2.4(a), minus the LSP Escrow Amount, plus (ii) in the LSP Escrow Account, an amount in cash equal to the LSP Escrow Amount, in accordance with the Escrow Agreement. On the Closing Date, Buyers shall instruct the Escrow Agent to pay to or at the direction of Sellers, by wire transfer of immediately available federal funds in accordance with Sellers’ written directions, such cash amount identified in the foregoing clause (i). The LSP Escrow Amount shall (A) be placed by the Escrow Agent into a separate account designated by Sellers Representative(the “LSP Escrow Account”) and (B) be available solely to pay amounts (if any) owed pursuant to Section 2.5 and Section 5.9, in each case, subject to the terms and conditions set forth in this Agreement and the Escrow Agreement. Buyer will promptly notify Sellers of receipt The LSP Escrow Amount shall be held in escrow as trust funds and shall not be subject to any Lien, attachment, trustee process or other judicial process of any Tax Refund Amountcreditor of any Person and shall be held and disbursed solely for the purposes and in accordance with the terms of this Agreement and the Escrow Agreement. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days The release of the due date and increasing respective LSP Escrow Amount shall occur as described in the Escrow Agreement, subject to 18% per annum from and after 60 days the terms of the date duethis Agreement.

Purchase Price Payment. (a) Subject The purchase price for the Acquired Assets is $925,400 plus $17,300 paid by the Seller for the Multiquip generator, $10,200 paid by the Seller for new portable toilets and $19,200 paid by the Seller for a new John ▇▇▇re 970 tractor and loader and Rhino equipment purchased in connection therewith, decreased for the Rental Equipment Adjustment. At the Closing, the Buyer will (i) by wire transfer or other delivery of immediately available funds, (A) pay to adjustment under the Seller (subject to Section 1.32.3(b)) $879,600, if applicablesubject to decrease for the Rental Equipment Adjustment, less $1,800.00 representing the estimated Pre-Closing Personal Property Tax Amount, and (B) deposit $92,500 into the Escrow Account and (ii) assume the Assumed Liabilities (and the amounts paid and deposited to and in consideration respect of the transfer of the Shares to Buyer Seller and the other undertakings of Sellers Assumed Liabilities will constitute the full purchase price for the Acquired Assets). The amount deposited in the Escrow Account will belong to the Seller, subject to the Seller's indemnification obligations set forth in this Agreement, Buyer agrees and will be held, invested, administered and disbursed according to pay to Sellers, in Section 7.1(b) hereof and the aggregate, the sum of (i) $49,976,000 plus (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”)Escrow Agreement. (b) Subject At the Closing, the Buyer will deposit into a demand deposit account in the names of the Buyer and the Shareholders' Agent, from the amount otherwise payable to adjustment under the Seller pursuant to Section 1.35 2.3(a)(i)(A), an amount equal to the Reserve Amount, and such funds shall initially constitute the Liabilities Reserve. The funds on deposit in the Liabilities Reserve will belong to the Seller, subject to the provisions of this Section 2.3(b). Following the Closing, the Liabilities Reserve will be applied to the payment of Reserved Seller Liabilities, by disbursements from that account upon the joint signatures of a representative of the Buyer and the Shareholders' Agent, as the Reserved Seller Liabilities are ascertained. To the extent that the Buyer receives a bill ▇▇ invoice representing, or is otherwise aware of, any Reserved Seller Liabilities, the Shareholders' Agent shall sign checks drawn on the Liabilities Reserve to satisfy such Reserved Seller Liabilities promptly upon the request of Buyer. Reserved Seller Liabilities representing accrued vacation and other accrued employee benefits with respect to those persons who are employees of the Seller as of immediately prior to the Closing Date and who become employees of the Buyer effective as of the Closing will be satisfied by payment of the amount thereof to the Buyer as the Buyer provides such benefits or makes cash payments in lieu thereof to employees. The Shareholders' Agent will take all actions necessary to cause the Liabilities Reserve to be applied to satisfy Reserved Seller Liabilities and, if applicablethe Liabilities Reserve has been exhausted, $42,476,000 the Seller and the Shareholders will provide additional funds as required to satisfy Reserved Seller Liabilities. Nothing in this Agreement will be deemed to limit the joint and several obligations of the Purchase Price (Seller and the “Initial Payment”Shareholders to pay the Reserved Seller Liabilities in full. After all Reserved Seller Liabilities have been satisfied, any excess Liabilities Reserve on deposit in the account created pursuant to this Section 2.3(b) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, and $7,500,000 of the Purchase Price Seller. Any disputes concerning the Liabilities Reserve will be paid into escrow pending (i) the collection settled by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrow, arbitration as more fully set forth provided in the escrow agreement (the “Escrow this Agreement”). (c) The Deferred Payment AmountAs soon as practicable after the Closing, which but effective as of the Closing, the parties will not exceed $14,000,000 prepare and initial a "Price Allocation Schedule", allocating for Tax reporting purposes the total consideration for the Acquired Assets among the various categories of Acquired Assets in the aggregatefollowing order and amounts: (i) to cash and cash equivalents, will be paid the $400 amount on the Closing Balance Sheet; (ii) to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds Closing Accounts Receivable, the amount on the Closing Balance Sheet; (iii) to an account designated by Sellers RepresentativeClosing Inventory, subject the amount on the Closing Balance Sheet; (iv) to satisfaction equipment and leasehold improvements, the greater of the payment conditions appraised fair market value (if the Buyer in its sole discretion obtains an appraisal before or after the Closing) or the current book value thereof as reflected on the Closing Balance Sheet; (v) to prepaid expenses, the unamortized balance on the Closing Balance Sheet; (vi) to any other assets, other than goodwill, the amount on the Closing Balance Sheet; and (vii) the entire remaining balance of the consideration shall be allocated to the goodwill of the Seller's business or, at the Buyer's sole discretion, to the other intangible assets which are included in the Acquired Assets. The parties acknowledge that such allocations for Tax reporting purposes were determined pursuant to arm's length bargaining regarding the fair market values of the Acquired Assets in accordance with the provisions of Code Section 1060. The parties agree to be bound by the allocations set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according to the schedule indicated thereinPrice Allocation Schedule for all federal, but will not be required to commence state and local Tax reporting purposes, including for purposes of determining any Proceedingincome, utilize any collection or similar agencygain, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivablesloss, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession depreciation or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate deductions in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope respect of such communications if Buyer believes that such communications would be reasonably likely assets. The parties further agree to adversely affect prepare and file all Tax Returns (including Form 8594 under the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself Code) in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtorconsistent with such allocations. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.

Purchase Price Payment. (a) Subject to adjustment under Section 1.3, if applicable, in In consideration for the purchase of the transfer Assets, subject to Section 3.1(b), at the Closing AKDS will deliver to NDES or upon the instruction of the Shares to Buyer and the other undertakings of Sellers set forth in this Agreement, Buyer agrees to pay to Sellers, in the aggregate, the sum of NDES: (i) $49,976,000 plus One Hundred Sixty-Six Thousand Six Hundred Sixty-Seven (ii166,667) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”). (b) Subject to adjustment under Section 1.3, if applicable, $42,476,000 of the Purchase Price AKDS Common Shares (the “Initial PaymentAcquisition Shares”) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, and $7,500,000 of the Purchase Price will be paid into escrow pending (i) the collection by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), and (ii) resolution a warrant to purchase One Hundred Sixty-Six Thousand Six Hundred Sixty-Seven (166,667) Common Shares at an exercise price of any claims for indemnification $2.00 per share (the “Acquisition Warrant”) substantially in the form of Exhibit A to this Agreement; the Acquisition Shares and the Acquisition Warrant being collectively referred to as the “Acquisition Securities”). The certificates that may represent the Acquisition Shares (the “Share Certificates”), the Acquisition Warrant and the certificate that will represent the AKDS Common Shares to be made by Buyer under Article 5 during issued upon the stated duration exercise of the escrow, as more fully Acquisition Warrant (the “Underlying Acquisition Shares”) shall each bear legends restricting their transferability to comply with the exemption from registration under Section 4(a)(2) of the Securities Act. (b) NDES hereby instructs AKDS to deliver the Acquisition Securities to M▇▇▇▇▇ at his address set forth in Section 9.6. In lieu of delivering the escrow agreement Share Certificates to M▇▇▇▇▇ at the Closing, the Acquiror may deliver to NDES and M▇▇▇▇▇ a true copy of the irrevocable written instruction of AKDS to its transfer agent instructing the transfer agent to issue the Acquisition Shares to M▇▇▇▇▇ within three days of the date of the letter (the “Escrow AgreementIrrevocable Order”). (c) The Deferred Payment AmountUpon delivery of the Acquisition Securities (or, which will not exceed $14,000,000 in the aggregatealternative, the Irrevocable Order and the Acquisition Warrant) to M▇▇▇▇▇, M▇▇▇▇▇ will be paid to Sellers within 10 days after each month end accept the Acquisition Securities in which full satisfaction of, and in exchange for his cancellation of, the NDES Indebtedness and shall deliver the original of any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction evidence of the payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith NDES Indebtedness to collect the payments indicated on Exhibit 1.2(c) (the NDES marked “Tooling Receivablescancelled.”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.

Purchase Price Payment. (a) Subject The consideration payable by the Acquiror to adjustment under Section 1.3, if applicable, the Company for the Acquired Assets will consist of (i) cash in consideration an amount of $2,100,000; (ii) such number of PentaStar Shares (rounded to the nearest whole share) as have an aggregate Fair Market Value as of the transfer date of this Agreement of $950,000 (such number of shares being referred to as the "Closing Shares"); (iii) the assumption of the Assumed Liabilities; and (iv) the Earn-Out Amount payable pursuant to Section 2.3(b) (collectively the "Purchase Price"). At the Closing, the Acquiror will (i) pay to the Company by wire transfer to an account designated by the Company $1,600,000 of the cash portion of the Purchase Price, (ii) deposit the remaining $500,000 of the cash portion of the Purchase Price (such $500,000 is referred to as the "Accounts Receivable Escrow Fund") and the stock certificates representing the Closing Shares into the Escrow Account with the Escrow Agent (which Closing Shares shall be issued by PentaStar in the name of the Company and contributed by PentaStar to Buyer the Acquiror immediately prior to the Closing) and (iii) assume the Assumed Liabilities. The Accounts Receivable Escrow Fund, the Closing Shares and the other undertakings property held in the Escrow Account shall be held and disbursed according to this Agreement and the Escrow Agreement. (b) In addition to the cash portion of Sellers the Purchase Price and the Closing Shares payable and issuable at the Closing pursuant to Section 2.3(a), the Company shall be entitled to receive the Earn-Out Amount determined and payable as provided in this Section 2.3(b). (i) PentaStar agrees that, during the Earn-Out Period, the Acquiror will conduct the operations represented by the Acquired Assets in the ETI Region as a separate subsidiary of PentaStar with no other operations. PentaStar agrees that, during the Earn-Out Period, it will not allocate any corporate expense or otherwise cause the ETI Region to incur any corporate or other expense not specifically related to the business of the ETI Region. (ii) As soon as reasonably practicable after the end of the Earn-Out Period, and in any event by March 31, 2001, PentaStar will cause the independent auditors who audit its financial statements for the year 2000 to prepare an audited income statement of the Acquiror for the Earn-Out Period and a written calculation of the Earn-Out Amount (collectively, the "Earn-Out Financial Statements"). PentaStar will promptly provide a copy of the Earn-Out Financial Statements to the Company. Within 20 days after receipt of the Earn-Out Financial Statements, each of PentaStar and the Company will, in a written notice to the other, either accept the Earn-Out Financial Statements or object to them by describing in reasonably specific detail any proposed adjustments to the Earn-Out Financial Statements and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Company to object to the Earn-Out Financial Statements within such 20-day period will be deemed to be an acceptance by such Person of the Earn-Out Financial Statements. If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company within such 20-day period, the dispute shall be resolved as provided in Section 2.3(b)(v). The reasonable fees and expenses of the independent auditors for the preparation of the Earn-Out Financial Statements, other than those associated with the normal year-end audit of PentaStar or the Acquiror, shall be paid 50% by PentaStar and 50% by the Company. (iii) Within 10 Business Days after the later of the acceptance of the Earn-Out Financial Statements by PentaStar and the Company or the resolution of any disputes under Section 2.3(b)(v), as the case may be, the Acquiror shall pay the Earn-Out Amount, if any, to the Company. The Earn-Out Amount shall be paid, in PentaStar's sole discretion, in cash or PentaStar Common Stock, or any combination thereof. If any portion of the Earn-Out Amount is paid in PentaStar Common Stock, the number of shares of PentaStar Common Stock to be issued (which shall be rounded to the nearest whole share) will be determined by dividing (A) the Earn-Out Amount that is being paid in PentaStar Common Stock by (B) a per share value of PentaStar Common Stock that is equal to 90% of the Fair Market Value as of the date such Earn-Out Amount is paid, and such shares shall be issued by PentaStar in the name of the Company or Bria▇ ▇. ▇▇▇▇▇▇, ▇▇ the case may be, in the amounts determined as set forth below, and contributed by PentaStar to the Acquiror immediately prior to the delivery of such shares by the Acquiror. If any shares of PentaStar Common Stock are issued in the name of the Company pursuant to this Section 2.3(b)(iii), the Acquiror shall deposit the stock certificates representing such shares into the Escrow Account with the Escrow Agent. If the Earn-Out Amount becomes payable by the Acquiror, the Company shall pay to Mr. ▇▇▇▇▇▇ (▇▇wever delivery may be delayed if such shares are in escrow) the amount determined pursuant to Exhibit 2.3(b)(iii) (and if the Earn-Out Amount is comprised of a combination of cash and PentaStar Common Stock, then Mr. ▇▇▇▇▇▇ ▇▇▇ll receive cash and PentaStar Common Stock from the Company in the same proportions as the cash and PentaStar Common Stock comprising the Earn-Out Amount (the shares of PentaStar Common Stock, if any, issued in the name of Mr. ▇▇▇▇▇▇ ▇▇▇ referred to as the "Rowl▇▇ ▇▇▇res")). The cash portion of the Earn-Out Amount shall be paid by wire transfer to an account designated by the Company. (iv) In the event that PentaStar sells the operations conducted by the Acquiror prior to the end of the Earn-Out Period, PentaStar shall require the purchaser to continue to account for such operations separately and agree to assume the obligation of the Acquiror to pay the Earn-Out Amount as provided in this Section 2.3(b), including the obligation to comply with the provisions of Section 2.3(b)(i). (v) If any adjustments to the Earn-Out Financial Statements are proposed by PentaStar or the Company pursuant to Section 2.3(b)(ii), PentaStar and the Company will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments then PentaStar and the Company will retain the Boston, Massachusetts office of (or office most geographically proximate to Boston, Massachusetts) BDO Seid▇▇▇ ▇▇▇ to resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seid▇▇▇ ▇▇▇ will be paid 50% by PentaStar and 50% by the Company, and BDO Seid▇▇▇ ▇▇▇ will be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes will be resolved in accordance with this Agreement (including the definitions of "Earn-Out Amount," "Earn-Out Period," "Earn-Out Period EBITA" and "EBITA" set forth in this Agreement), Buyer agrees to pay to Sellers, in by choosing the aggregate, position of Arth▇▇ ▇▇▇e▇▇▇▇ ▇.▇.P. or the sum of (i) $49,976,000 plus (ii) the Deferred Payment Amount, plus (iii) the Tax Refund Amount (in the aggregate, as adjusted, the “Purchase Price”). (b) Subject to adjustment objecting party under Section 1.3, if applicable, $42,476,000 of the Purchase Price (the “Initial Payment”) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, and $7,500,000 of the Purchase Price will be paid into escrow pending (i) the collection by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,7242.3(b)(ii), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrowwithout change, as more fully set forth in the escrow agreement (the “Escrow Agreement”). (c) The Deferred Payment Amount, which will not exceed $14,000,000 in the aggregate, will be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction of the payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(c) (the “Tooling Receivables”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtor. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days expiration of the date due20-day period described in Section 2.3(b)(ii).

Purchase Price Payment. (a) Subject to adjustment under Section 1.3, if applicable, in consideration of The aggregate purchase price for the transfer of Acquired Assets (the Shares to Buyer and "Purchase Price") shall be the other undertakings of Sellers set forth in this Agreement, Buyer agrees to pay to Sellers, in the aggregate, the sum of amount of: (i) $49,976,000 plus the aggregate amount of Pathmark's Actual Cost for the Transferred Inventory as of the Closing Date as calculated in accordance with Section 9.3 hereof; plus (ii) $28,830,500 for the Deferred Payment Amount, plus Acquired Facilities; plus (iii) $10,000,000 for the Tax Refund Amount Grocery Assets and the Frozen Food Assets, less (in x) the aggregateportion of the Assumed Liabilities that as of Closing constitute indebtedness on the books of Pathmark or Plainbridge under GAAP and (y) the net present value (at a 7 1/4% discount rate) of the payments to be made under the operating leases set forth on page two of Exhibit A; provided however, as adjustedif the Brunswick Facility is not assigned to Purchasers, Purchasers shall have the “right not to purchase the Acquired Assets located at the Brunswick Facility and the Purchase Price”)Price shall be reduced by the pro rata portion of such Assets which are not purchased; plus (iv) $21,000,000 for goodwill associated with the Acquired Assets and Acquired Facilities. (b) Subject At the Closing Purchasers shall pay to adjustment Pathmark, in immediately available funds, (x) 95% of the amount referred to in Subsection 3.1(a)(i), (y) the amount referred to in Subsection 3.1(a)(iii) (the "Property Payment") and (z) the amount referred to in Subsection 3.1(a)(iv). At the Closing, Purchasers shall also pay to Plainbridge, in immediately available funds, $27,690,500 as partial payment of the sum due under Section 1.33.1(a)(ii), if applicable, with the remaining $42,476,000 1,140,000 of the Purchase Price (the “Initial Payment”) will be paid to Sellers at Closing by wire transfer of immediately available funds to an account designated by Sellers Representative, and $7,500,000 of the Purchase Price will be paid into escrow pending (i) the collection by the Company or a Subsidiary of those accounts receivable set forth on Exhibit 1.2(b) (estimated by Sellers not to exceed $257,724), and (ii) resolution of any claims for indemnification that may be made by Buyer under Article 5 during the stated duration of the escrow, as more fully sum set forth in the escrow agreement Section 3.1(a)(ii) (the “Escrow Agreement”"Holdback Amount") being retained by Purchasers until substantial completion of those activities listed on Schedule 3.1(b) hereto. Within 10 days after the completion of the activities listed on Schedule 3.1(b), Purchasers shall pay to Plainbridge, in immediately available funds, the Holdback Amount. If Purchasers fail to pay when due any portion of the Holdback Amount, interest will accrue on the Holdback Amount from and after such failure at the rate of 12.625% per annum. No later than 3:00 p.m. (New York time) on the seventh day following the Closing Date, the applicable party shall pay to other party, in immediately available funds, the remaining portion of the monies due to Pathmark under Section 3.1(a)(i) hereof determined in accordance with the provisions of Section 9.3 hereof. (c) The Deferred Payment Amount, which will not exceed $14,000,000 Purchase Price shall be allocated among the Acquired Assets as specified in the aggregate, will be paid to Sellers within 10 days after each month end in which any Deferred Payment Amount due Sellers hereunder is received by wire transfer of immediately available funds to an account designated by Sellers Representative, subject to satisfaction of the payment conditions set forth on Exhibit 1.2(c). Buyer shall use commercially reasonable efforts in good faith to collect the payments indicated on Exhibit 1.2(cSchedule 3.1(c) (the “Tooling Receivables”) according to the schedule indicated therein, but will not be required to commence any Proceeding, utilize any collection or similar agency, or cease doing business with any applicable account debtor. In connection with the collection of the Tooling Receivables, Buyer will not reduce or otherwise compromise any Tooling Receivable in exchange for, or to influence an account debtor to give, any concession or other accommodation to Buyer or any of its Affiliates that is unrelated to the applicable Tooling Receivable, and Buyer will not be required to grant any concession or other accommodation to collect any Tooling Receivable. Buyer will provide Sellers Representative with a monthly status report of Tooling Receivables collections. If Tooling Receivables are not collected within 60 days of the applicable invoice date, Sellers Representative or his or her designee will have the opportunity to discuss and review a summary of the efforts of Buyer to obtain payment of the outstanding Tooling Receivables and may participate in joint discussions and other communications with Buyer and the applicable account debtor; provided, however, that Buyer may reasonably limit the scope of such communications if Buyer believes that such communications would be reasonably likely to adversely affect the customer relationship between Buyer and the applicable account debtor; and provided, further, that Sellers Representative or his or her designee must conduct himself or herself in such a manner as to not adversely affect the customer relationship between Buyer and the applicable account debtorattached hereto. (d) One half of any Tax Refund Amount will be paid to Sellers within three business days following receipt by the Company of such Tax Refund Amount, by wire transfer of immediately available funds to an account designated by Sellers Representative. Buyer will promptly notify Sellers of receipt of any Tax Refund Amount. Any Tax Refund Amount payable to Sellers under this Section 1.2(d) not paid when due will bear interest at 12% per annum from the date such amount is required to be paid hereunder until paid, increasing to 15% per annum from and after 30 days of the due date and increasing to 18% per annum from and after 60 days of the date due.