Common use of Security Purchases Clause in Contracts

Security Purchases. (i) At the Effective Time, Sub 1 shall sell to CLF, and CLF shall purchase for an amount equal to the Holdback Amount from Sub 1, a number of Class A shares of common stock (the "BERKSHIRE HATHAWAY STOCK") of Berkshire Hathaway Inc. ("BERKSHIRE HATHAWAY"), equal to the Holdback Amount divided by the average closing price per share of Berkshire Hathaway Stock reported on the New York Stock Exchange for the ten trading days ending on and including the second day prior to the Effective Date (the "ORIGINAL PRICE PER SHARE"), and Sub 1 shall, at the Effective Time and to effectuate the foregoing purchase and sale, deliver and transfer to CLF a certificate or certificates evidencing the Berkshire Hathaway Stock duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, with all signatures guaranteed and with any requisite stock transfer tax stamps properly affixed thereto. Such stock shall not be subject to any restrictions on transfer except as set forth herein. (ii) On the thirteenth month anniversary of the Effective Date, Sub 1 shall repurchase from CLF half the number or amount of Repurchase Securities then held by CLF for a per security price equal to the Security Purchase Price. (iii) On each Quarter Date, Sub 1 shall repurchase from CLF Repurchase Securities in an amount equal to the quotient of half the number of Repurchase Securities then held by CLF divided by the number of Quarter Dates then remaining (including the Quarter Date on which such determination is being made) for a per security price equal to the relevant Security Purchase Price as of such date. (iv) On the eight and a half year anniversary of the Effective Date, Sub 1 shall repurchase from CLF all Repurchase Securities then held by CLF for a per security price equal to the Security Purchase Price in effect on such date. (v) On each Semi-Annual Date, if the average closing price of Berkshire Hathaway Stock reported on the New York Stock Exchange for the ten trading days ending on and including the sixth business day prior to such Semi-Annual Date is less than 90% of the Security Purchase Price for any Berkshire Hathaway Stock held by CLF pursuant to this Agreement, CLF may, by giving written notice to Sub 1 at least five business days prior to the Semi-Annual Date, require Sub 1 to repurchase all of such shares of Berkshire Hathaway Stock held by CLF for a price per security equal to the Security Purchase Price in effect with respect thereto. (vi) On each Semi-Annual Date, if the average closing price of Berkshire Hathaway Stock reported on the New York Stock Exchange for the ten trading days ending on and including the sixth business day prior to such Semi-Annual Date is greater than 110% of the Security Purchase Price for any Berkshire Hathaway Stock held by CLF pursuant to this Agreement, then Sub 1 may, by giving written notice to CLF at least five business days prior to the Semi-Annual Date, require CLF to sell to Sub 1 all of such shares of Berkshire Hathaway Stock held by CLF for a price per security equal to the Security Purchase Price then in effect with respect thereto. (vii) Simultaneously with any sale and repurchase of Repurchase Shares pursuant to clause (v) or (vi) above or under Section 2.3(e) and in substitution therefor, Sub 1 shall sell to CLF, and CLF shall purchase from Sub 1, at Sub 1's discretion, either (i) United States treasury obligations with an aggregate principal value equal to the Holdback Amount as of the date of such sale and repurchase (after giving effect to any reduction thereof on the date of such sale and repurchase) or (ii) a number of shares of Berkshire Hathaway Stock equal to the quotient of the Holdback Amount as of the date of such sale and repurchase (after giving effect to any reduction thereof on the date of such sale and repurchase) divided by the average closing price per share (the "ADJUSTED PRICE PER SHARE") of Berkshire Hathaway Stock reported on the New York Stock Exchange for the ten trading days ending on and including the second day prior to the date of such sale and repurchase.

Security Purchases. (i) At the Effective Time, Sub 1 shall sell to CLF, and CLF shall purchase for an amount equal to the Holdback Amount from Sub 1, a number of Class A shares of common stock (the "BERKSHIRE HATHAWAY STOCKBerkshire Hathaway Stock") of Berkshire Hathaway Inc. ("BERKSHIRE HATHAWAYBerkshire Hathaway"), equal to the Holdback Amount divided by the average closing price per share of Berkshire Hathaway Stock reported on the New York Stock Exchange for the ten trading days ending on and including the second day prior to the Effective Date (the "ORIGINAL PRICE PER SHAREOriginal Price Per Share"), and Sub 1 shall, at the Effective Time and to effectuate the foregoing purchase and sale, deliver and transfer to CLF a certificate or certificates evidencing the Berkshire Hathaway Stock duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer, with all signatures guaranteed and with any requisite stock transfer tax stamps properly affixed thereto. Such stock shall not be subject to any restrictions on transfer except as set forth herein. (ii) On the thirteenth month anniversary of the Effective Date, Sub 1 shall repurchase from CLF half the number or amount of Repurchase Securities then held by CLF for a per security price equal to the Security Purchase Price. (iii) On each Quarter Date, Sub 1 shall repurchase from CLF Repurchase Securities in an amount equal to the quotient of half the number of Repurchase Securities then held by CLF divided by the number of Quarter Dates then remaining (including the Quarter Date on which such determination is being made) for a per security price equal to the relevant Security Purchase Price as of such date. (iv) On the eight and a half year anniversary of the Effective Date, Sub 1 shall repurchase from CLF all Repurchase Securities then held by CLF for a per security price equal to the Security Purchase Price in effect on such date. (v) On each Semi-Annual Date, if the average closing price of Berkshire Hathaway Stock reported on the New York Stock Exchange for the ten trading days ending on and including the sixth business day prior to such Semi-Annual Date is less than 90% of the Security Purchase Price for any Berkshire Hathaway Stock held by CLF pursuant to this Agreement, CLF may, by giving written notice to Sub 1 at least five business days prior to the Semi-Annual Date, require Sub 1 to repurchase all of such shares of Berkshire Hathaway Stock held by CLF for a price per security equal to the Security Purchase Price in effect with respect thereto. (vi) On each Semi-Annual Date, if the average closing price of Berkshire Hathaway Stock reported on the New York Stock Exchange for the ten trading days ending on and including the sixth business day prior to such Semi-Annual Date is greater than 110% of the Security Purchase Price for any Berkshire Hathaway Stock held by CLF pursuant to this Agreement, then Sub 1 may, by giving written notice to CLF at least five business days prior to the Semi-Annual Date, require CLF to sell to Sub 1 all of such shares of Berkshire Hathaway Stock held by CLF for a price per security equal to the Security Purchase Price then in effect with respect thereto. (vii) Simultaneously with any sale and repurchase of Repurchase Shares pursuant to clause (v) or (vi) above or under Section 2.3(e) and in substitution therefor, Sub 1 shall sell to CLF, and CLF shall purchase from Sub 1, at Sub 1's discretion, either (i) United States treasury obligations with an aggregate principal value equal to the Holdback Amount as of the date of such sale and repurchase (after giving effect to any reduction thereof on the date of such sale and repurchase) or (ii) a number of shares of Berkshire Hathaway Stock equal to the quotient of the Holdback Amount as of the date of such sale and repurchase (after giving effect to any reduction thereof on the date of such sale and repurchase) divided by the average closing price per share (the "ADJUSTED PRICE PER SHAREAdjusted Price Per Share") of Berkshire Hathaway Stock reported on the New York Stock Exchange for the ten trading days ending on and including the second day prior to the date of such sale and repurchase.