Common use of Transfer Consideration Clause in Contracts

Transfer Consideration. 3.1 The total consideration (the "Transfer Consideration") to be paid to Transferor by New Operator for the Inventory and the Prepaid Expenses (collectively, the "Transferred Assets") shall be an amount equal to: (A) the net book value of the Transferred Assets as of the Effective Date as set forth on the Closing Schedule attached hereto as Exhibit A (the "Closing Schedule") less (B) the amount of certain accrued and unpaid liabilities of Transferor through and including the Effective Date (the "Liabilities"). The unpaid trade accounts payable as of the Effective Date will be paid by Transferor to the extent they do not represent prepayment of expenses. The Closing Schedule sets forth in reasonable detail Transferor's best estimate of the amount of the Liabilities and the net book value of the Transferred Assets. 3.2 From and after the Effective Date, Transferor shall allow New Operator to have reasonable access to (upon reasonable prior notice and during normal business hours) and/or copies of (at New Operator's own cost and expense) the books and records and supporting material of the Facility relating to the Transferred Assets and the Liabilities, to the extent reasonably necessary to enable New Operator to verify the Transferred Assets and the Liabilities. The Closing Schedule shall be deemed to be accepted by New Operator and shall be final and binding for all purposes of this Agreement unless New Operator, within thirty (30) days following the Effective Date, gives notice to Transferor stating the items as to which New Operator takes exception ("Objections"). If an Objection is disputed by Transferor, then the parties shall negotiate in good faith to resolve such dispute. If after a period of thirty (30) days following the date on which New Operator delivered the Objections, any Objection still remains disputed, then Transferor or New Operator shall together choose an independent, impartial firm of public accountants of nationally recognized standing to resolve such remaining Objections. The accounting firm shall act as an arbitrator and shall have the power and authority to determine those issues still in dispute. The accounting firm shall use the following standards in the evaluation of any Objection regarding a Transferred Asset: (i) existence, and presence at or proper attribution to the Facility, of the Transferred Asset, (ii) proper recording on the books of the appropriate entity of the Transferred Asset, (iii) appropriate method and useful life used in depreciating the Transferred Asset, and (iv) appropriate classification of the Transferred Asset in one of the classifications included in the definition of "Transferred Asset." The determination of the accounting firm shall be final and binding. The fees and expenses of the accounting firm shall be paid equally by Transferor and New Operator. 3.3 Within ten (10) days following resolution of all Objections, (i) if the Transfer Consideration is an amount greater than zero, then New Operator shall pay the amount of the excess to Transferor, by wire transfer or certified check or (ii) if the Transfer Consideration is an amount less than zero, then Transferor shall pay the amount of the deficiency to New Operator, by wire transfer or certified check.

Transfer Consideration. 3.1 The total consideration (the "Transfer Consideration") to be paid to Transferor Transferors by New Operator Operators or Landlords or Landlords' designee for the Inventory and Tenants' Personal Property, the Inventory, the Intangible Property, the Pett▇ ▇▇▇h, the Prepaid Expenses and leasehold improvements at the Facility located in Murfreesboro, Tennessee, with the agreed upon value of $62,500 (collectively, the "Transferred Assets") shall be an amount equal to: (A) the net book value of the Transferred Assets as of the Effective Date as dates set forth on the Closing Schedule attached hereto as Exhibit A C (the "Closing Schedule") less (B) the amount of certain the accrued and unpaid liabilities of Transferor through and including the Effective Date Transferors as of December 31, 2000 (the "LiabilitiesPayables"). The unpaid trade accounts payable as of ) less (C) the Effective Date will be paid by Transferor to the extent they do not represent prepayment of expenses. The Closing Schedule sets forth in reasonable detail Transferor's best estimate of the aggregate amount of the Liabilities and the net book value of the Transferred Assets.Mechanics Liens as set forth on Schedule 3. The 3.2 From and after the Effective Date, Transferor Transferors shall allow New Operator Operators and Landlords or Landlords' designee or their respective agents and representatives to have reasonable access to (upon reasonable prior notice and during normal business hours) and/or copies of (at New Operator's own cost and expense) the books and records and supporting material of the Facility Facilities relating to the Transferred Assets and the LiabilitiesPayables, to the extent reasonably necessary to enable New Operator Operators and Landlords or Landlords' designee to verify the Transferred Assets and the LiabilitiesPayables. The Closing Schedule shall be deemed to be accepted by New Operator Operators and Landlords or Landlords' designee and shall be final and binding for all purposes of this Agreement unless New OperatorOperators and Landlords or Landlords' designee, within thirty (30) days following the Effective Date, gives give notice to Transferor Transferors stating the items as to which New Operator takes Operators and Landlords or Landlords' designee take exception ("Objections"). If an Objection is disputed by Transferor, then the parties shall negotiate in good faith to resolve such dispute. If after a period of thirty (30) days following the date on which New Operator delivered the Objections, any Objection still remains disputed, then Transferor or New Operator shall together choose an independent, impartial firm of public accountants of nationally recognized standing to resolve such remaining Objections. The accounting firm shall act as an arbitrator and shall have the power and authority to determine those issues still in dispute. The accounting firm shall use the following standards in the evaluation of any Objection regarding a Transferred Asset: (i) existence, and presence at or proper attribution to the Facility, of the Transferred Asset, (ii) proper recording on the books of the appropriate entity of the Transferred Asset, (iii) appropriate method and useful life used in depreciating the Transferred Asset, and (iv) appropriate classification of the Transferred Asset in one of the classifications included in the definition of "Transferred Asset." The determination of the accounting firm shall be final and binding. The fees and expenses of the accounting firm shall be paid equally by Transferor and New Operator.by 3.3 Within ten (10) days following resolution of all Objections, (i) if the Transfer Consideration is an amount greater than zero, then New Operator Operators or Landlords or Landlords' designee shall pay the amount of the excess to TransferorTransferors, by wire transfer or certified check or (ii) if the Transfer Consideration is an amount less than zero, then Transferor Transferors or BCC on behalf of Transferors shall pay the amount of the deficiency to New OperatorOperators or Landlords or Landlords' designee, by wire transfer or certified check; provided, however, that if Transferors and BCC are unable to pay the amount of such deficiency, Transferors and New Operators or Landlords or Landlords' designee shall negotiate in good faith to agree upon the terms of a promissory note to be executed by BCC and/or Transferors (at the option of New Operators and Landlords or Landlords' designee) in favor of New Operators or Landlords or Landlords' designee in the amount of such deficiency. 3.4 For a period of sixty (60) days following the Effective Date, Transferors shall use their best efforts to cause all Mechanics Liens to be released and removed. In the event that any Mechanics Lien remains outstanding after such sixty (60) day period, New Operators or Landlords or Landlords' designee shall have the option, but not the obligation, upon

Transfer Consideration. 3.1 The total consideration (the "Transfer Consideration") to be paid to Transferor by New Operator for the Tenant's Personal Property (exclusive of the Excluded Personal Property), the Inventory and the Prepaid Expenses (collectively, the "Transferred Assets") shall be an amount equal to: (A) the net book value of the Transferred Assets as of the Effective Date as set forth on the Closing Schedule attached hereto as Exhibit A (the "Closing Schedule") less (B) the amount of certain accrued and unpaid liabilities of Transferor through and 4 including the Effective Date (the "Liabilities"). The unpaid trade accounts payable as of the Effective Date will be paid by Transferor to the extent they do not represent prepayment of expenses. The Closing Schedule sets forth in reasonable detail Transferor's best estimate of the amount of the Liabilities and the net book value of the Transferred Assets. 3.2 From and after the Effective Date, Transferor shall allow New Operator to have reasonable access to (upon reasonable prior notice and during normal business hours) and/or copies of (at New Operator's own cost and expense) the books and records and supporting material of the Facility relating to the Transferred Assets and the Liabilities, to the extent reasonably necessary to enable New Operator to verify the Transferred Assets and the Liabilities. The Closing Schedule shall be deemed to be accepted by New Operator and shall be final and binding for all purposes of this Agreement unless New Operator, within thirty (30) days following the Effective Date, gives notice to Transferor stating the items as to which New Operator takes exception ("Objections"). If an Objection is disputed by Transferor, then the parties shall negotiate in good faith to resolve such dispute. If after a period of thirty (30) days following the date on which New Operator delivered the Objections, any Objection still remains disputed, then Transferor or New Operator shall together choose an independent, impartial firm of public accountants of nationally recognized standing to resolve such remaining Objections. The accounting firm shall act as an arbitrator and shall have the power and authority to determine those issues still in dispute. The accounting firm shall use the following standards in the evaluation of any Objection regarding a Transferred Asset: (i) existence, and presence at or proper attribution to the Facility, of the Transferred Asset, (ii) proper recording on the books of the appropriate entity of the Transferred Asset, (iii) appropriate method and useful life used in depreciating the Transferred Asset, and (iv) appropriate classification of the Transferred Asset in one of the classifications included in the definition of "Transferred Asset." The determination of the accounting firm shall be final and binding. The fees and expenses of the accounting firm shall be paid equally by Transferor and New Operator. 3.3 Within ten (10) days following resolution of all Objections, (i) if the Transfer Consideration is an amount greater than zero, then New Operator shall pay the amount of the excess to Transferor, by wire transfer or certified check or (ii) if the Transfer Consideration is an amount less than zero, 5 then Transferor shall pay the amount of the deficiency to New Operator, by wire transfer or certified check.

Transfer Consideration. 3.1 3.1.1 The total Parties agree that, subject to the terms and conditions provided herein, as the consideration for the Transferee to purchase the Target Equity held by the Transferors, Pintec Technology Holdings Limited (“Pintec Cayman”), an overseas Affiliate of the Transferee shall, issue to the Transferors and/or an entity designated by the Transferors (the "Transfer Consideration"Transferor and the entity designated by the Transferor are hereinafter collectively referred to as the “Transferor’s Designated Entity”) a certain amount of non-voting ordinary shares (“Non-voting Ordinary Shares”) based on the then effective articles of association of Pintec Cayman, which ordinary shares, with no category specified, shall be eligible for conversion to a certain amount of the American depositary shares (“ADS”) of Pintec Cayman in compliance with the requirements of relevant securities law and regulations, the conversion requirements imposed by the depositary bank of Pintec Cayman, and reasonable know-you-customer (KYC) requirements of the company. The Parties hereby further confirm, acknowledge, and agree that, once Pintec Cayman issues the Consideration Shares (as defined below) to the Transferor’s Designated Entity, it shall be paid deemed that the Transferors have received the full consideration for selling and transferring the Target Equity to Transferor by New Operator the Transferee, and that the Transferee has fully and completely performed its obligations of paying any consideration for buying the Inventory Target Equity Interests. In addition, the Transferee understands that Pintec Cayman issues such Non-voting Ordinary Shares on the basis of the registration exemption under the Securities Act of 1933 of the United States, and the Prepaid Expenses (collectively, the "Transferred Assets") corresponding equity certificate shall be an amount equal toaccompanied with the following statement on restrictions: “THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) the net book value of the Transferred Assets as of the Effective Date as set forth on the Closing Schedule attached hereto as Exhibit A IN THE ABSENCE OF (the "Closing Schedule"1) less AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER THE ACT AND OTHER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.” 3.1.2 Subject to separate written provisions (if any) among the Parties, Pintec Cayman shall issue 38,098,200 Non-voting Ordinary Shares of Pintec Cayman to the Transferor’s Designated Entity (“Consideration Shares I”), which shall be convertible to 5,442,600 ADSs of Pintec Cayman (“Transfer Consideration”) to the Transferors within five (5) working days (“Closing Date”) when all the conditions (“Conditions Precedent to Closing”) provided in Article 7.1 hereof are satisfied (or exempted in writing by the Transferee) (“Closing”), or within another period (if any) separately agreed among the Parties. 3.1.3 The Parties agree that, the assets under management by Riche Bright Hong Kong stated on the audited financial statements as of December 31, 2021 of Riche Bright Securities Limited (“Riche Bright Hong Kong”), an overseas Affiliates of the Target Company, issued by an audit firm recognized by the Transferee shall reach HKD 4 billion (4,000,000,000) (“Benchmark Assets under Management”). Subject to separate written provisions (if any) among the Parties, Pintec Cayman shall, within five (5) Working Days from the first (1) anniversary of the date when the Consideration Shares I hereunder are paid (but shall not be later than June 1, 2022), issue a certain amount of Non-voting Ordinary Shares of Pintec Cayman (“Consideration Shares II”, together with the Consideration Shares I, the “Consideration Shares”), which shall be convertible to a certain amount of ADSs of Pintec Cayman (“Transfer Consideration II”, together with the Transfer Consideration I, the “Transfer Consideration”), according to the actual assets under management of Riche Bright Hong Kong as of December 31, 2021 (“Actual Assets under Management”), the Consideration Shares II being calculated according to the following formula: (1) If the Actual Assets under Management of Riche Bright Hong Kong as of December 31, 2021 are no less than HKD 4.8 billion (4,800,000,000) (for the avoidance of doubt, subject to no upper limit), Pintec Cayman shall issue 45,098,200 Non-voting Ordinary Shares of Pintec Cayman as the Consideration Shares II to the Transferors and/or Transferor’s Designated Entity, which shall be convertible to 6,442,600 ADSs of Pintec Cayman; (2) If the Actual Assets under Management of Riche Bright Hong Kong as of December 31, 2021 are no less than HKD 3.2 billion (3,200,000,000) but less than HSD 4.8 billion (4,800,000,000), Pintec Cayman shall determine the amount of certain accrued and unpaid liabilities of Transferor through and including the Effective Date (the "Liabilities"). The unpaid trade accounts payable as of the Effective Date will Consideration Shares II to be paid by Transferor issued to the extent they do not represent prepayment of expenses. The Closing Schedule sets forth in reasonable detail Transferors and/or Transferor's best estimate of ’s Designated Entity according to the Actual Assets under Management, and correspondingly determine the amount of ADSs of Pintec Cayman convertible from such Consideration Shares II. The specific calculation formula is: Consideration Shares II = Actual Assets under Management/Benchmark Assets under Management * 98,497,000 Non-voting Ordinary Shares of Pintec Cayman - 73,098,200 Non-voting Ordinary Shares of Pintec Cayman; (3) If the Liabilities and Actual Assets under Management of Riche Bright Hong Kong as of December 31, 2021 are less than HKD 3.2 billion (3,200,000,000), Pintec Cayman shall issue 5,699,400 Non-voting Ordinary Shares of Pintec Cayman as the net book value Consideration Shares II to the Transferors and/or Transferor’s Designated Entity, which shall be convertible to 814,200 ADSs of Pintec Cayman. 3.1.4 The Parties agree that, after the Closing provided herein is completed, given that the arrangement for the payment of the Transferred Assets. 3.2 From and after Transfer Consideration above or the Effective Date, Transferor shall allow New Operator to have reasonable access to (upon reasonable prior notice and during normal business hours) and/or copies arrangement separately agreed in writing among the Parties for the payment of (at New Operator's own cost and expense) the books and records and supporting material of the Facility relating to the Transferred Assets and the Liabilities, to the extent reasonably necessary to enable New Operator to verify the Transferred Assets and the Liabilities. The Closing Schedule shall be deemed to be accepted by New Operator and shall be final and binding for all purposes of this Agreement unless New Operator, within thirty (30) days following the Effective Date, gives notice to Transferor stating the items as to which New Operator takes exception ("Objections"). If an Objection is disputed by Transferor, then the parties shall negotiate in good faith to resolve such dispute. If after a period of thirty (30) days following the date on which New Operator delivered the Objections, any Objection still remains disputed, then Transferor or New Operator shall together choose an independent, impartial firm of public accountants of nationally recognized standing to resolve such remaining Objections. The accounting firm shall act as an arbitrator and shall have the power and authority to determine those issues still in dispute. The accounting firm shall use the following standards in the evaluation of any Objection regarding a Transferred Asset: (i) existence, and presence at or proper attribution to the Facility, of the Transferred Asset, (ii) proper recording on the books of the appropriate entity of the Transferred Asset, (iii) appropriate method and useful life used in depreciating the Transferred Asset, and (iv) appropriate classification of the Transferred Asset in one of the classifications included in the definition of "Transferred Asset." The determination of the accounting firm shall be final and binding. The fees and expenses of the accounting firm shall be paid equally by Transferor and New Operator. 3.3 Within ten (10) days following resolution of all Objections, (i) if the Transfer Consideration is an amount greater than zeroimplemented as scheduled by the Parties, then New Operator shall pay the amount effects of the excess to Transferor, Closing shall not be affected by wire transfer or certified check or (ii) if the arrangement for the payment of the Transfer Consideration is an amount less than zero, then Transferor shall pay above or the amount arrangement separately agreed in writing among the Parties for the payment of the deficiency Transfer Consideration. 3.1.5 The Transferors acknowledge and agree that, the Transferors shall, and shall procure the entity holding the shares and ADSs of Pintec Cayman (including but not limited to New Operatorthe Transferor’s Designated Entity) to, strictly abide by wire transfer or certified checkthe provisions of applicable laws, regulations, and rules (including but not limited to any laws, regulations, and rules promulgated by the U.S. Securities and Exchange Commission) on the restrictions for transferring the shares and ADSs of Pintec Cayman.