Common use of Satisfaction of the Purchase Price Clause in Contracts

Satisfaction of the Purchase Price. 2.3.1 Closing shall take place at the Time of Closing subject to: 2.3.1.1 the Purchase Price being satisfied by the Purchaser (or by Vernalis on behalf of and at the direction of the Purchaser): (a) allotting and issuing to the Vendor (or its nominee) the Chiesi Non-Vendor Placing Shares, credited as paid in full, and delivering to the Vendor (or its nominee) a share certificate in respect of such Chiesi Non-Vendor Placing Shares and a copy of the minutes of a meeting of the board of Vernalis evidencing, the issue of such shares subject only to Admission to the Vendor (or its nominee); (b) allotting and issuing the Chiesi Vendor Placing Shares, credited as paid in full, and delivering such Chiesi Vendor Placing Shares to such Persons (other than the Vendor) as are specified in section 2.2.2 above; 2.3.1.2 the Vendor delivering to the Purchaser a certificate issued pursuant to section 116 of the Income Tax Act (Canada) on account of the Purchase Price, provided that if such certificate is not delivered at the Time of Closing and notwithstanding section 2. 3.1.1 the Closing shall still occur but: (a) where the Aggregate Net Proceeds do not exceed the sum of L*** (the "WITHHOLDING AMOUNT"), the Purchase Price shall not be satisfied in cash, or by the issue of the Chiesi Non-Vendor Placing Shares, until the delivery by the Vendor to the Purchaser of the certificate issued pursuant to section 116 of the Income Tax Act (Canada) at which point (to the extent that by the time of such delivery, the Withholding Amount has not been paid to the Receiver General of Canada pursuant to and in accordance with section 2.8.2): (A) the Chiesi Non-Vendor Placing Shares shall, as soon as practicable following such delivery, be allotted and issued to the Vendor (or its nominee) credited as paid in full, and a share certificate in respect thereof delivered to the Vendor (or its nominee); (B) the Purchaser and Vernalis shall procure that a sum equal to the Withholding Amount is, as soon as practicable following such delivery, paid to the Vendor by electronic funds transfer to the account specified in section 2.3.3, provided always that if at the time of delivery by the Vendor to the Purchaser of the relevant certificate or its availability to the Vendor, the Withholding Amount has been paid to the Receiver General of Canada pursuant to section 2.8.2, the balance of the Chiesi Non-Vendor Placing Shares and cash remaining after the remittance of such Withholding Amount shall be so allotted, issued and/or paid to the Vendor; (b) where the Aggregate Net Proceeds exceed the Withholding Amount, the Purchase Price shall be satisfied in part by the issue to the Vendor (or its nominee) of the Chiesi Non-Vendor Placing Shares credited as paid in full and the delivery of a share certificate in respect thereof to the Vendor (or its nominee) at the Time of Closing and the payment to the Vendor in cash at the Time of Closing of an amount equal to the difference between the Aggregate Net Proceeds and the Withholding Amount, and the Withholding Amount shall be retained by the Purchaser or Vernalis until the earlier of: (A) the date of delivery by the Vendor to the Purchaser of the certificate issued pursuant to section 116 of the Income Tax Act (Canada) at which time the Withholding Amount shall be paid to the Vendor as soon as practicable following such delivery; and (B) the date upon which the Purchaser or Vernalis is required (taking into account any extension as referred to in section 2.8.2) to remit the Withholding Amount to the Receiver General of Canada pursuant to section 2.8.2, at which time, such Withholding Amount shall, subject to section 2.8.2, be so remitted. 2.3.2 The Vendor hereby confirms and authorises the Purchaser and Vernalis (or the Bank, as appropriate) that out of the Chiesi Gross Proceeds, they are entitled to deduct and retain the Vendor's Commission. Subject to section 2.3.5 of this Agreement, the proceeds of the Chiesi Vendor Placing payable by the Bank and/or Vernalis to the Vendor shall be L*** per Chiesi Vendor Placing Share, being the proceeds per Chiesi Vendor Placing Share in Pounds Sterling (net of Vendor's Commission) and being an aggregate net sum of L*** (the "AGGREGATE NET PROCEEDS"). Of the Aggregate Net Proceeds: 2.3.2.1 subject to section 2.3.5, Vernalis shall pay (and the Purchaser shall procure the payment by Vernalis of) the sum of L0.00 being an amount equal to the net proceeds attributable to the Chiesi Vendor Placing Shares to be issued and allotted pursuant to the Subscription Agreements; and 2.3.2.2 it is acknowledged that the Bank is obliged to pay the balance of such Aggregate Net Proceeds (in case of the remaining Chiesi Vendor Placing Shares) to the Vendor under the Cash Realisation Agreement,

Satisfaction of the Purchase Price. 2.3.1 Closing shall take place at the Time of Closing subject to: 2.3.1.1 the The Purchase Price being shall be paid and satisfied by the Purchaser (or by Vernalis on behalf of and at the direction of the Purchaser): (a) allotting and issuing to the Vendor (or its nominee) the Chiesi Non-Vendor Placing Shares, credited as paid in full, and delivering to the Vendor (or its nominee) a share certificate in respect of such Chiesi Non-Vendor Placing Shares and a copy of the minutes of a meeting of the board of Vernalis evidencing, the issue of such shares subject only to Admission to the Vendor (or its nominee); (b) allotting and issuing the Chiesi Vendor Placing Shares, credited follows as paid in full, and delivering such Chiesi Vendor Placing Shares to such Persons (other than the Vendor) as are specified in section 2.2.2 above; 2.3.1.2 the Vendor delivering to the Purchaser a certificate issued pursuant to section 116 of the Income Tax Act (Canada) on account of the Purchase Price, provided that if such certificate is not delivered at the Time of Closing and notwithstanding section 2. 3.1.1 the Closing shall still occur butfollows: (a) where Within five (5) days following the Aggregate Net Proceeds do not exceed execution of this Agreement by all Parties, the sum Purchaser shall deliver a deposit of L*** $50,000 to be held by the Vendor’s solicitors upon the following trusts (the "WITHHOLDING AMOUNT"“Deposit”). The Parties shall enter into an escrow agreement with the Vendor’s solicitor in respect of the Deposit in a form reasonably acceptable to the Vendor’s solicitors. If the Closing does not occur on the Closing Date for any reason other than the non-fulfillment of all or any of the Vendor’s conditions set out in Article 5 (which conditions have not been waived by the Vendor), then the Purchase Price Deposit shall be immediately returned to the Purchaser. If the Closing does not be satisfied occur on the Closing Date as a result of the non-fulfillment of all or any of the Vendor’s conditions set out in cash, or Article 5 (which conditions have not been waived by the issue of Vendor), then the Chiesi Non-Vendor Placing Shares, until the delivery by the Vendor to the Purchaser of the certificate issued pursuant to section 116 of the Income Tax Act (Canada) at which point (to the extent that by the time of such delivery, the Withholding Amount has not been paid to the Receiver General of Canada pursuant to and in accordance with section 2.8.2): (A) the Chiesi Non-Vendor Placing Shares shall, as soon as practicable following such delivery, Deposit shall be allotted and issued to the Vendor (or its nominee) credited as paid in full, and a share certificate in respect thereof delivered to the Vendor (or its nominee); (B) the Purchaser and Vernalis shall procure that a sum equal to the Withholding Amount is, as soon as practicable following such delivery, immediately paid to the Vendor by electronic funds transfer to as liquidated damages and not as a penalty. If the account specified in section 2.3.3, provided always that if at Closing occurs on the time of delivery by Closing Date then the Vendor to the Purchaser of the relevant certificate or its availability to the Vendor, the Withholding Amount has been paid to the Receiver General of Canada pursuant to section 2.8.2, the balance of the Chiesi Non-Vendor Placing Shares and cash remaining after the remittance of such Withholding Amount shall be so allotted, issued and/or paid to the Vendor; (b) where the Aggregate Net Proceeds exceed the Withholding Amount, the Purchase Price shall be satisfied in part by the issue to the Vendor (or its nominee) of the Chiesi Non-Vendor Placing Shares credited as paid in full and the delivery of a share certificate in respect thereof to the Vendor (or its nominee) at the Time of Closing and the payment to the Vendor in cash at the Time of Closing of an amount equal to the difference between the Aggregate Net Proceeds and the Withholding Amount, and the Withholding Amount shall be retained by the Purchaser or Vernalis until the earlier of: (A) the date of delivery by the Vendor to the Purchaser of the certificate issued pursuant to section 116 of the Income Tax Act (Canada) at which time the Withholding Amount Deposit shall be paid to the Vendor in part satisfaction of the Purchase Price as soon hereinafter set out; (b) in respect of $66,000 of the Purchase Price, as practicable following such deliveryto $50,000 by the delivery of the Deposit to the Vendor at the Closing Time and as to the balance, or $16,000, by the Payment by the Purchaser to the Vendor of the said amount at the Closing Time and by bank draft, certified cheque or wire transfer; and (Bc) in respect of the date upon which balance the Purchase Price, by the assumption by the Purchaser or Vernalis is required (taking into account any extension as referred to in section 2.8.2) to remit at the Withholding Amount to the Receiver General of Canada pursuant to section 2.8.2, at which time, such Withholding Amount shall, subject to section 2.8.2, be so remitted. 2.3.2 The Vendor hereby confirms and authorises the Purchaser and Vernalis (or the Bank, as appropriate) that out Closing Time of the Chiesi Gross Proceeds, they are entitled to deduct liabilities and retain the Vendor's Commission. Subject to section 2.3.5 of this Agreement, the proceeds obligations of the Chiesi Vendor Placing payable by the Bank and/or Vernalis to the Vendor shall be L*** per Chiesi Vendor Placing Sharecontemplated in Sections 2.6(a), being the proceeds per Chiesi Vendor Placing Share in Pounds Sterling (net of Vendor's Commission) b), and being an aggregate net sum of L*** (the "AGGREGATE NET PROCEEDS"c). Of the Aggregate Net Proceeds: 2.3.2.1 subject to section 2.3.5, Vernalis shall pay (and the Purchaser shall procure the payment by Vernalis of) the sum of L0.00 being an amount equal to the net proceeds attributable to the Chiesi Vendor Placing Shares to be issued and allotted pursuant to the Subscription Agreements; and 2.3.2.2 it is acknowledged that the Bank is obliged to pay the balance of such Aggregate Net Proceeds (in case of the remaining Chiesi Vendor Placing Shares) to the Vendor under the Cash Realisation Agreement,.

Satisfaction of the Purchase Price. 2.3.1 Closing shall take place at the Time of Closing subject to: 2.3.1.1 the 3.2.1 The Total Purchase Price being satisfied shall be paid by the Purchaser (or by Vernalis on behalf of and at in the direction of the Purchaser):following manner:- (a) allotting and issuing Prior to the Vendor execution of the Agreements, 2% of the Total Purchase Price, i.e. RM838,736 (or its nominee“▇▇▇▇▇▇▇ Deposit”) has already been paid to Vendors’ Solicitors as stakeholder, who shall only release the Chiesi Non-Vendor Placing Shares, credited as paid in full, and delivering ▇▇▇▇▇▇▇ Deposit to the Vendor (or its nominee) a share certificate in respect of such Chiesi Non-Vendor Placing Shares and a copy Vendors upon the execution of the minutes of a meeting of the board of Vernalis evidencing, the issue of such shares subject only to Admission to the Vendor (or its nominee);Agreement . (b) allotting Upon the execution of the Agreements, 8% of the Total Purchase Price, i.e. RM3,354,944 (“Balance Deposit”) shall be paid to Purchaser’s Solicitor as stakeholders, in the following manner :- (i) 3% of the Total Purchase Price, i.e. RM1,258,104 to be retained by the Purchaser’s Solicitors for onward transmission to the Director General of Inland Revenue (“DGIR”) pursuant to Section 21B of the Real Property Gains Tax Act 1976 for the accounts of the Vendors and issuing in accordance with terms of the Chiesi Vendor Placing SharesAgreements; and (ii) 5% of the Total Purchase Price, credited i.e RM2,096,840, shall be released to Vendors’ Solicitors as stakeholder who shall only release the same to the Vendors upon Unconditional Date (as defined in item 3.5 below). The ▇▇▇▇▇▇▇ Deposit and the Balance Deposit shall be collectively referred to as “Deposit”. (c) The balance of the Total Purchase Price, i.e. RM37,743,120 (“Balance Purchase Price”) shall be paid within three (3) months from the Unconditional Date (“Completion Period”) to Vendors’ Solicitors as a stakeholder who shall release the same to the Vendors in accordance with the terms and conditions of the Agreements. 3.2.2 In the event the Purchaser fails to pay the Balance Purchase Price within the Completion Period, the Vendors shall grant the Purchaser an automatic extension period of 1 month from the expiry of the Completion Period (“Extended Completion Period”) to pay the Balance Purchase Price PROVIDED ALWAYS that the Purchaser shall pay to the Vendors interest on the unpaid amount at the rate of eight per centum (8%) per annum (“Late Payment Interest”) calculated on a daily basis commencing from the day immediately after expiry of the Completion Period thereof till the date the Balance Purchase Price is paid in fullfull on or before the last day of the Extended Completion Period. The Balance Purchase Price and the Late Payment Interest (if any) shall be paid simultaneously. 3.2.3 The completion of Agreement shall be inter-conditional upon the completion 3.2.4 Upon the date of the Agreements, the Vendors shall and/or shall cause to deliver and delivering deposit the original Titles of the Lands to the Vendors’ Solicitors as stakeholders and the Vendors’ Solicitors shall provide such Chiesi Vendor Placing Shares written confirmation of the custody of original Issue Document of Titles of Lands to such Persons the Purchaser’s Solicitors within seven (other 7) days from the date of the Agreement. 3.2.5 The Vendors and the Purchaser (“the Parties”) agree that if the position, measurement, boundaries and/or area of the Lands shown in the Agreements (“Agreed Area”) shall be less than the Vendor) as are specified in section 2.2.2 above; 2.3.1.2 actual area of the Vendor delivering Lands and/or Titles (“Actual Area”), without prejudice to the Purchaser a certificate issued pursuant to section 116 Purchaser’s rights in the terms of the Income Tax Act (Canada) on account Agreements, there shall be an adjustment of the Purchase Price, provided that Price for any difference (if such certificate any) which is not delivered less than five per centum (5%) of the area as shown in the Agreements calculated at the Time rate of Closing and notwithstanding section 2Ringgit Malaysia Fifty (RM50.00) only per square foot basis (“Adjustment Rate”) by deducting from the Balance Purchase Price an amount equivalent to the reduced area multiplied by the Adjustment Rate which is payable by the Purchaser in accordance with item 3.2.1(c) above. 3.1.1 3.2.6 The Parties hereby agree that any variation between the Closing Actual Area and the Agreed Area which is more than five per centum (5%) of the area as shown in the Agreements shall still occur butbe considered as a material variation in area. The Purchaser may by notice in writing to the Vendors, requiring the Vendors to :- (a) where rectify the Aggregate Net Proceeds do not exceed shortfall in area by reclaiming the sum of L*** area to meet the Actual Area at Vendor’s own cost within ninety (90) days from the "WITHHOLDING AMOUNT"), the Purchase Price shall not be satisfied in cash, or by the issue date of the Chiesi Non-Vendor Placing Shares, until the delivery by the Vendor to the Purchaser of the certificate issued pursuant to section 116 of the Income Tax Act (Canada) at which point (to the extent that by the time of such delivery, the Withholding Amount has not been paid to the Receiver General of Canada pursuant to and in accordance with section 2.8.2): (A) the Chiesi Non-Vendor Placing Shares shall, as soon as practicable following such delivery, be allotted and issued to the Vendor (or its nominee) credited as paid in full, and a share certificate in respect thereof delivered to the Vendor (or its nominee); (B) the Purchaser and Vernalis shall procure that a sum equal to the Withholding Amount is, as soon as practicable following such delivery, paid to the Vendor by electronic funds transfer to the account specified in section 2.3.3, provided always that if at the time of delivery by the Vendor to the Purchaser of the relevant certificate or its availability to the Vendor, the Withholding Amount has been paid to the Receiver General of Canada pursuant to section 2.8.2, the balance of the Chiesi Non-Vendor Placing Shares and cash remaining after the remittance of such Withholding Amount shall be so allotted, issued and/or paid to the Vendor;written notice; and/or (b) where continue with the Aggregate Net Proceeds exceed Agreements and item 3.2.5 above shall apply mutatis mutandis. 3.2.7 In the Withholding Amount, event the Purchase Price Vendors shall be satisfied in part by fail or omit to rectify the issue to scenario within the Vendor (or its nominee) of the Chiesi Non-Vendor Placing Shares credited time period as paid in full and the delivery of a share certificate in respect thereof to the Vendor (or its nominee) at the Time of Closing and the payment to the Vendor in cash at the Time of Closing of an amount equal to the difference between the Aggregate Net Proceeds and the Withholding Amount, and the Withholding Amount shall be retained granted by the Purchaser or Vernalis until the earlier of: (A) the date of delivery by the Vendor to the Purchaser of the certificate issued pursuant to section 116 of the Income Tax Act (Canada) at which time the Withholding Amount shall be paid to the Vendor as soon as practicable following such delivery; and (B) the date upon which the Purchaser or Vernalis is required (taking into account any extension as referred to stipulated in section 2.8.2) to remit the Withholding Amount to the Receiver General of Canada pursuant to section 2.8.2item 3.2.6 above, at which time, such Withholding Amount shall, subject to section 2.8.2, be so remitted. 2.3.2 The Vendor hereby confirms and authorises the Purchaser and Vernalis (or the Bank, as appropriate) that out of the Chiesi Gross Proceeds, they are entitled to deduct and retain the Vendor's Commission. Subject to section 2.3.5 of this Agreement, the proceeds of the Chiesi Vendor Placing payable by the Bank and/or Vernalis to the Vendor shall be L*** per Chiesi Vendor Placing Share, being the proceeds per Chiesi Vendor Placing Share in Pounds Sterling (net of Vendor's Commission) and being an aggregate net sum of L*** (the "AGGREGATE NET PROCEEDS"). Of the Aggregate Net Proceeds: 2.3.2.1 subject to section 2.3.5, Vernalis shall pay (and the Purchaser shall procure be further entitled to :- (a) Step in and to enter and remain upon the payment by Vernalis ofLands to carrying out such work as stipulated in item 3.2.6(a) above and the sum cost of L0.00 being an amount equal such work shall be a debt due and payable from the Vendors to the net proceeds attributable to the Chiesi Vendor Placing Shares to be issued and allotted pursuant to the Subscription AgreementsPurchaser; andand/or 2.3.2.2 it is acknowledged that the Bank is obliged to pay the balance of such Aggregate Net Proceeds (in case of the remaining Chiesi Vendor Placing Sharesb) to the Vendor under the Cash Realisation Agreement,To effect item 3.2.6(b) above.

Satisfaction of the Purchase Price. 2.3.1 Closing shall take place at the Time of Closing subject to: 2.3.1.1 the The Purchase Price being shall be paid and satisfied by the Purchaser (or by Vernalis on behalf of and at the direction of the Purchaser):as follows: (a) allotting and issuing At the Closing Time, the Purchaser shall pay to the Vendor (or its nominee) Vendors the Chiesi Non-Vendor Placing Sharessum of $2,710,000, credited as paid in full, and delivering subject to the Vendor following adjustments, by wire transfer or certified cheque drawn from the Purchaser’s lawyers’ trust account, of immediately available funds to the Vendor’s lawyer’s trust account in accordance with the wiring instructions to be provided by the Vendors (or its nomineethe “First Advance”): (i) The Purchaser shall receive a share certificate credit of $19,982.50, representing a non-refundable deposit and for transaction-related expenses against the First Advance; (ii) The Purchaser shall receive a credit of $261,802.71 in respect of such Chiesi Non-Vendor Placing Shares and a copy of regards to the minutes of a meeting of payable owing by the board of Vernalis evidencingCorporation to P2P Green Power Energy Solutions Inc., the issue obligation and liability for repayment of such shares subject only to Admission to which the Vendor Purchaser has assumed from the Corporation (or its nomineethe “P2P Green Power Payment”); (iii) The Purchaser shall receive a credit of $44,750.65 for real property taxes owing in respect of the Real Property up to and including October 15, 2018; (iv) The Purchaser shall receive a credit of $24,226.64 for taxes owing to Canada Revenue Agency up to and including the date hereof; and (v) The Vendors shall receive a credit equivalent to the interest payable on the Mortgages between October 16, 2018 and the Closing Date. (b) allotting and issuing the Chiesi Vendor Placing Shares, credited as paid in full, and delivering such Chiesi Vendor Placing Shares to such Persons (other than the Vendor) as are specified in section 2.2.2 above; 2.3.1.2 the Vendor delivering to the Purchaser a certificate issued pursuant to section 116 of the Income Tax Act (Canada) on account The balance of the Purchase Price, provided that if such certificate is not delivered at the Time of Closing and notwithstanding section 2. 3.1.1 the Closing shall still occur but: (a) where the Aggregate Net Proceeds do not exceed the sum of L*** (the "WITHHOLDING AMOUNT")namely $10,000,000, the Purchase Price shall not be satisfied in cash, or by the issue of the Chiesi Non-Vendor Placing Shares, until the delivery by the Vendor to the Purchaser of the certificate issued pursuant to section 116 of the Income Tax Act (Canada) at which point (to the extent that by the time of such delivery, the Withholding Amount has not been paid to the Receiver General of Canada pursuant to and in accordance with section 2.8.2): (A) the Chiesi Non-Vendor Placing Shares shall, as soon as practicable following such delivery, be allotted and issued to the Vendor (or its nominee) credited as paid in full, and a share certificate in respect thereof delivered to the Vendor (or its nominee); (B) the Purchaser and Vernalis shall procure that a sum equal to the Withholding Amount is, as soon as practicable following such delivery, paid to the Vendor by electronic funds transfer to the account specified in section 2.3.3, provided always that if at the time of delivery by the Vendor to the Purchaser of the relevant certificate or its availability to the Vendor, the Withholding Amount has been paid to the Receiver General of Canada pursuant to section 2.8.2, the balance of the Chiesi Non-Vendor Placing Shares and cash remaining after the remittance of such Withholding Amount shall be so allotted, issued and/or paid to the Vendor; (b) where the Aggregate Net Proceeds exceed the Withholding Amount, the Purchase Price shall be satisfied in part through the issuance, at the Closing Time, by the issue Purchaser to the Vendor (or its nominee) Vendors of the Chiesi Nonsubordinated non-Vendor Placing Shares credited as paid interest bearing promissory notes in full and the delivery of a share certificate in respect thereof to the Vendor (or its nominee) at the Time of Closing and the payment to the Vendor in cash at the Time of Closing of an aggregate principal amount equal to $10,000,000, in a form which is to be settled on Closing, it being understood that the difference between the Aggregate Net Proceeds and the Withholding Amount, and the Withholding Amount shall be retained by principal amount of the Purchaser or Vernalis until the earlier of: (A) the date of delivery Note received by the Vendor to the Purchaser of the certificate issued pursuant to section 116 of the Income Tax Act (Canada) at which time the Withholding Amount shall be paid to the Vendor as soon as practicable following such delivery; and (B) the date upon which the Purchaser or Vernalis is required (taking into account any extension as referred to in section 2.8.2) to remit the Withholding Amount to the Receiver General of Canada pursuant to section 2.8.2, at which time, such Withholding Amount shall, subject to section 2.8.2, be so remitted. 2.3.2 The Vendor hereby confirms and authorises the Purchaser and Vernalis (or the Bank, as appropriate) that out of the Chiesi Gross Proceeds, they are entitled to deduct and retain the Vendor's Commission. Subject to section 2.3.5 of this Agreement, the proceeds of the Chiesi Vendor Placing payable by the Bank and/or Vernalis to the each Vendor shall be L*** per Chiesi Vendor Placing Share, being proportionate to his or her respective shareholder’s interest in the proceeds per Chiesi Vendor Placing Share in Pounds Sterling Purchased Shares. (net c) In order to secure the performance for the benefit of Vendor's Commission) the Vendors of the duties and being an aggregate net sum of L*** (the "AGGREGATE NET PROCEEDS"). Of the Aggregate Net Proceeds: 2.3.2.1 subject obligations incumbent upon it pursuant to section 2.3.5, Vernalis shall pay (this Agreement and the Purchaser shall procure Notes, the payment by Vernalis of) the sum of L0.00 being an amount equal Purchaser agrees to pledge and grant to the net proceeds attributable Vendors a security interest in all of the right, title and interest in and to the Chiesi Vendor Placing Purchased Shares that the Purchaser will acquire on Closing and enter into a share pledge agreement in a form which is to be issued and allotted pursuant to settled on Closing (the Subscription “Share Pledge Agreements; and 2.3.2.2 it is acknowledged that the Bank is obliged to pay the balance of such Aggregate Net Proceeds (in case of the remaining Chiesi Vendor Placing Shares) to the Vendor under the Cash Realisation Agreement,”).