1999 Deferred Purchase Price. The "1999 Deferred Purchase Price" will be an amount, subject to the limitations set forth below, equal to five (5) times the difference between EBIT (as defined below) for the Company for the twelve month period ending March 31, 1999 and $1,700,000, provided that the maximum amount payable to Sellers pursuant to this Section 1.2(b) (as adjusted for the items set forth in Schedule 1.2(b) and in accordance with Section 1.2(c) below) shall in no event exceed $3,250,000 in the aggregate. The 1999 Deferred Purchase Price shall be payable as follows: (i) delivery by wire transfers (or certified checks) of an aggregate amount equal to 80% of the 1999 Deferred Purchase Price up to a maximum amount of $2,600,000 (the "1999 Deferred Cash Consideration"); and (ii) delivery of shares of Questron Common Stock (the "Deferred Questron Common Stock"), the value of which shall equal 20% of the 1999 Deferred Purchase Price up to a maximum amount of $650,000. The number of shares of Deferred Questron Common Stock to be delivered will be based on the average last reported sale price of the Questron Common Stock for the five (5) trading days ending on the third (3rd) trading day immediately prior to the date of payment of the 1999 Deferred Purchase Price. In connection with the foregoing, if the amount of EBIT (as defined below) for the Company for said twelve month period exceeds $2,800,000, then, in addition to the aforementioned payments and deliveries, pursuant to an Option Agreement substantially in the form attached hereto as Exhibit B, Questron shall issue to the Sellers options (the "Options") to purchase 50,000 shares of Questron Common Stock, any such award to be made within 90 days after the end of the referenced twelve month period with an exercise price equal to the "Market Price" for Questron Common Stock on the last business day of the referenced twelve month period. The Options shall be immediately exercisable upon issuance and shall have a term of five years from the date of issuance. "Market Price" as used herein shall mean the last reported sale price listed in the Wall Street Journal for Questron's Common Stock on such last business day of the referenced twelve month period.
1999 Deferred Purchase Price. The "1999 Deferred Purchase Price" will be an amount, subject to the limitations set forth below, equal to six (6) times the difference between EBIT (as defined below) for the Company for the year ended December 31, 1998 (as adjusted for the items set forth on Schedule 1.2(b)(i) and in accordance with Section 1.2(c) below), and $2,000,000 provided, that the maximum amount payable to Sellers pursuant to this Section 1.2(b) shall in no event exceed $2,000,000 in the aggregate. The 1999 Deferred Purchase Price shall be payable as follows: (i) delivery by wire transfers (or certified checks) of an aggregate amount equal to approximately 80.73% of the 1999 Deferred Purchase Price up to a maximum amount of $1,614,497 (the "1999 Deferred Cash Consideration"); and (ii) delivery of shares of Questron Common Stock ("Deferred Questron Common Stock"), the value of which shall equal approximately 19.27% of the 1999 Deferred Purchase Price up to a maximum amount of $385,503. The number of shares of Deferred Questron Common Stock to be delivered will be based on the average of the last reported sales price of the Questron Common Stock for each of the five (5) trading days ending on the third (3rd) trading day immediately prior to the date of payment of the 1999 Deferred Purchase Price. The 1999 Deferred Cash Consideration and the Deferred Questron Common Stock shall be allocated among the Sellers as provided on Schedule 1.2(b)(ii). Only the Accredited Investor Sellers shall receive shares of the Deferred Questron Common Stock.
