Common use of Closing Consideration Clause in Contracts

Closing Consideration. At the Effective Time or in the event the Effective Time is prior to January 2, 2008, on January 2, 2008 (the "Closing Consideration Payment Date") and subject to the provisions of Article 3 hereof, Parent shall pay the Closing Consideration, of which: (i) Two Hundred Thousand Dollars ($200,000.00) (the "Holders Representative Reimbursement Amount") shall be deposited with the Holders Representative, to be held by the Holders Representative for the payment of expenses incurred by the Holders Representative in performing its duties pursuant to this Agreement, the Escrow Agreement and the LLC Agreement ("Reimbursable Expenses"); (ii) An amount equal to one million five hundred thousand dollars ($1,500,000.00) (the "Escrow Deposit Amount") shall be deposited with The Bank of New York (the "Escrow Agent") to be held for a period of one year from the Closing Date pursuant to an Escrow Agreement, substantially in the form of Exhibit G attached hereto (the "Escrow Agreement"), and distributed in accordance therewith; and (iii) The remainder of the Closing Consideration shall, subject to Section 2.6(d) and Section 9.5(b), be payable in cash to those Participating Holders that are holders of shares of Company Preferred Stock immediately prior to the Effective Time (such aggregate amount being hereinafter referred to in the aggregate as the "Preferred Stock Closing Amount"), in the respective amounts reflected on the Merger Consideration Certificate, either: by (x) wire transfer to an account in the name of such Participating Holder as provided to Parent by written notice from the Holders Representative at least two (2) business days prior to the Closing Consideration Payment Date; or (y) delivery of a check, payable to such Participating Holder, to the Holders Representative on the Closing Consideration Payment Date. * Confidential Treatment Requested. Omitted portions filed with the Commission.

Closing Consideration. At (a) The consideration for the Effective Time or Purchased Assets shall be comprised of (a) an amount of $24,999,999.64 payable at Closing as provided in Section 3.02 (the “Closing Cash Consideration”), and (b) an amount of $5,000,000.36 (the “Closing ADS Payable”), which shall not be paid in cash but shall remain outstanding as a payable (without accruing interest) due by Buyer as from Closing, but which payable shall be contributed in kind by Seller to Buyer within the context of a capital increase by ▇▇▇▇▇ within the framework of the authorised capital of Buyer (the “Contribution of the Closing ADS Payable”) against the issuance by Buyer of 6,911,717 new Buyer Ordinary Shares, which shall be delivered in the event the Effective Time is prior to January 2, 2008, on January 2, 2008 form of 691,171 Buyer ADSs (the "“Closing Consideration Payment Date") and subject to the provisions of Article 3 hereofEquity Consideration” and, Parent shall pay together with the Closing Cash Consideration, of which:the “Closing Consideration”). (ib) Two Hundred Thousand Dollars For the purpose of Contribution of the Closing ADS Payable, the amount of the Closing ADS Payable shall be converted into euro on the basis of the relevant USD/EUR exchange ratio as shall be published by the European Central Bank ($200,000.00“ECB”) on ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇▇▇▇▇.▇▇/stats/policy_and_exchange_rates/euro_reference_exchange_rates/htm l/index.en.html (or such other relevant website of the ECB) (the "Holders Representative Reimbursement Amount"“Exchange Rate”) on the Business Day preceding the date of the relevant notarial deed in which the issuance of the relevant Buyer Ordinary Shares underlying the Buyer ADSs and the corresponding capital increase are established, and whereby final amount in euro will be rounded down to the nearest two decimals. Provided that ▇▇▇▇▇▇ has delivered an executed Contribution Confirmation as contemplated by Section 3.02(a)(xii) on the Closing Date, the Buyer Ordinary Shares shall be deposited with issued and the Holders Representative, Buyer ADSs shall be delivered to the Seller no later than fifteen (15) days after the Closing Date. (c) All of the Buyer ADSs or Buyer Ordinary Shares to be held by the Holders Representative issued for the payment of expenses incurred by the Holders Representative in performing its duties delivery pursuant to this Agreement to the Seller as Closing Equity Consideration will have the same rights and benefits as, and rank pari passu in all respects, including as to entitlement to dividends and distributions, with, the existing and outstanding Buyer ADSs or Buyer Ordinary Shares at the moment of their issuance and will be entitled to dividends and distributions in respect of which the relevant record date or due date falls on or after the date of issuance of the Buyer ADSs or Buyer Ordinary Shares. (d) If, at any time as from the Closing Date at which there is an outstanding Closing ADS Payable until the delivery of the Buyer ADSs or Buyer Ordinary Shares to the Seller in accordance with this Agreement, the Escrow Agreement and the LLC Agreement holders of Buyer ADSs or Buyer Ordinary Shares shall have received, without payment therefor, stock or other securities or property ("Reimbursable Expenses"); including cash) in respect of such of Buyer ADSs or Buyer Ordinary Shares (iiincluding by way of combinations, reorganizations, reclassifications, mergers, acquisitions or similar events but excluding any dividends) An amount equal pursuant to one million five hundred thousand dollars ($1,500,000.00) (the "Escrow Deposit Amount") shall be deposited with The Bank of New York (the "Escrow Agent") to be held for a period of one year from an event, declaration, decision or distribution which has taken place or been adopted after the Closing Date pursuant but before the delivery of the Buyer ADSs or Buyer Ordinary Shares to an Escrow the Seller in accordance with this Agreement, substantially then and in each such case, the form Seller shall be entitled to receive, at such time as the Closing ADS Payable would otherwise be required to be delivered to Seller hereunder, the amount of Exhibit G attached hereto stock or other securities or property (including cash) which Seller would be entitled had it been issued the "Escrow Agreement"Closing ADS Payable as of the date on which holders of Buyer ADSs or Buyer Ordinary Shares received such stock or other securities or property (including cash), and distributed in accordance therewith; and. (iiie) The remainder Notwithstanding anything to the contrary herein or in any other of the Ancillary Documents, in no event shall the number of Buyer Ordinary Shares underlying the Buyer ADSs comprising the Closing Equity Consideration shall, subject to Section 2.6(dexceed five percent (5%) and Section 9.5(b), be payable in cash to those Participating Holders that are holders of shares the total number of Company Preferred Stock Buyer Ordinary Shares outstanding immediately prior to the Effective Time Closing. (such aggregate amount being hereinafter referred to f) All fees and expenses incurred by in the aggregate as the "Preferred Stock Closing Amount"), in the respective amounts reflected on the Merger Consideration Certificate, either: by (x) wire transfer to an account in the name of such Participating Holder as provided to Parent by written notice from the Holders Representative at least two (2) business days prior to the Closing Consideration Payment Date; or (y) delivery of a check, payable to such Participating Holder, to the Holders Representative on the Closing Consideration Payment Date. * Confidential Treatment Requested. Omitted portions filed connection with the Commissionperformance of Buyer’s obligations under or in compliance with this Section 2.06 shall be borne by Buyer.

Closing Consideration. At The total consideration for the Effective Time or in the event the Effective Time is prior to January 2, 2008, on January 2, 2008 --------------------- Acquired Shares (the "Closing Consideration Payment DatePurchase Price") and for certain covenants of -------------- the Sellers set forth below shall be Eighteen Million Dollars ($18,000,000.00), subject to the provisions of Article 3 hereof, Parent adjustment as set forth in this Section 1.2.1 and Section 1.2.2 below. The Purchase Price shall pay the Closing Consideration, of whichbe paid by Seller as follows: (ia) Two Hundred Thousand Dollars At the Closing, Buyer shall pay to Sellers the sum of $14,900,000.00 ($200,000.00) (after adjustment as provided below, the "Holders Representative Reimbursement Amount") shall be deposited with the Holders Representative, to be held by the Holders Representative for the payment of expenses incurred by the Holders Representative in performing its duties pursuant to this Agreement, the Escrow Agreement and the LLC Agreement ("Reimbursable Expenses"); (ii) An amount equal to one million five hundred thousand dollars ($1,500,000.00) (the "Escrow Deposit Amount") shall be deposited with The Bank of New York (the "Escrow Agent") to be held for a period of one year from the Closing Date pursuant to an Escrow Agreement, substantially in the form of Exhibit G attached hereto (the "Escrow AgreementPayment"), and distributed in accordance therewith; and (iii) The remainder of the Closing Consideration shall, subject to Section 2.6(d) and Section 9.5(b), be payable in cash to those Participating Holders that are holders of shares of Company Preferred Stock immediately prior to the Effective Time (such aggregate amount being hereinafter referred to in the aggregate as the "Preferred Stock Closing Amount"), in the respective amounts reflected on the Merger Consideration Certificate, either: by (x) wire transfer to an account in the name of such Participating Holder as provided to Parent or accounts --------------- designated by Sellers by written notice from the Holders Representative to Buyer given at least two (2) business days prior to the Closing Consideration Payment Date; or . (yb) delivery At the Closing, Buyer also shall deposit One Million Dollars ($1,000,000.00) (such amount, the "Deposit") with ------- The Chase Manhattan Bank, as escrow agent (the "Escrow Agent"), ------------ consisting of a check, payable to such Participating HolderFive Hundred Thousand Dollar ($500,000.00) fund (the "Adjustment Escrow") and a second Five Hundred Thousand ----------------- Dollar ($500,000.00) fund (the "Indemnity Escrow"), to be held ---------------- and disposed of pursuant to the Holders Representative terms of this Agreement and an Escrow Agreement in substantially the form attached hereto as Exhibit A (the "Escrow Agreement"). The Escrow Agreement shall be --------- ---------------- executed and delivered by Buyer and Sellers to the Escrow Agent at the Closing. Notwithstanding anything contained herein to the contrary, as between Sellers and Buyer, the fees, costs and expenses of the Escrow Agent under the Escrow Agreement shall be borne by Sellers and by Buyer as set forth in the Escrow Agreement. (c) At the Closing, AZZ shall issue and deliver, or cause Buyer to deliver, to Sellers a number of duly authorized, validly issued, fully paid and nonassessable shares of common stock, par value $1.00 per share, of AZZ (rounded upward to the nearest whole number of shares) (the "AZZ Shares") equal to the ---------- quotient obtained by dividing $1,800,000.00 by the average closing price of the Common Stock as reported for New York Stock Exchange Composite Transactions for the thirty trading days ending on the date on which Buyer makes a public announcement concerning the transaction contemplated by this Agreement (the "Average Price"). Notwithstanding the foregoing, Sellers shall ------------- receive $1,800,000.00 in cash in lieu of the common stock of AZZ if the Average Price is less than $18.50 per share or is more than $28.00 per share (after appropriately adjusting for any stock splits, reverse stock splits, stock dividends and similar transactions, if any, occurring between the date of this Agreement and the Closing Consideration Payment Date. * Confidential Treatment Requested. Omitted portions filed with the Commission).

Closing Consideration. At On the Effective Time or Closing Date, Buyer shall (i) issue to Company 275,000 shares of FNIS Common Stock (the "Stock Consideration"); and (ii) pay to Company cash in the event amount of One Million One Hundred Thousand Dollars ($1,100,000) (the Effective Time is "Cash Consideration"), subject to adjustment as set forth below. The Stock Consideration shall be delivered to Company on or promptly following the Closing Date in the form of a stock certificate of FNIS Common Stock, duly issued in the name of Company and bearing the appropriate restrictive legends as described in Section 3.8. The Cash Consideration or the Adjusted Cash Consideration, as applicable, shall be sent by wire transfer to a trust account designated and administered by Allen H. Sakai, Esq., counsel for Company, who shall certify to Buye▇ ▇▇ ▇▇▇▇▇▇▇ ▇n or prior to the Closing (the "Certification") that he has the authority to and will receive and distribute the Cash Consideration or the Adjusted Cash Consideration, as applicable, from such trust account as follows: (i) first, to satisfy all Excluded Liabilities (other than the Company Note Obligations), in the amount and in the manner (including payment terms) agreed to by Company and each such creditor, including, without limitation, DataQuick, (ii) second, subject to the retention of a reasonable reserve for the Excluded Liabilities in accordance with the above, to satisfy the Company Note Obligations, and (iii) the balance, if any, to Company. Notwithstanding anything to the contrary above, if all of the conditions to the Closing set forth in Section 7.1 and Section 7.2 have been satisfied or otherwise waived by Buyer prior to January 2, 20082002, on January 2then Buyer shall, 2008 within 3 business days, loan Company $356,500 (the "Closing Consideration Payment DateAdditional Demand Note") and subject on terms substantially similar to those set forth in the provisions of Article 3 hereofDemand Note. The proceeds from the Additional Demand Note shall be used to repay amounts outstanding under the various Pickford Realty Company Note Obligations. The Cash Consideration sha▇▇ ▇▇ ▇▇duced dollar for dollar by the amount advanced by Buyer under the Additional Demand Note (as adjusted, Parent shall pay the Closing Consideration, of which: (i) Two Hundred Thousand Dollars ($200,000.00) (the "Holders Representative Reimbursement Amount") shall be deposited with the Holders Representative, to be held by the Holders Representative for the payment of expenses incurred by the Holders Representative in performing its duties pursuant to this Agreement, the Escrow Agreement and the LLC Agreement ("Reimbursable ExpensesAdjusted Cash Consideration"); (ii) An amount equal to one million five hundred thousand dollars ($1,500,000.00) (the "Escrow Deposit Amount") shall be deposited with The Bank of New York (the "Escrow Agent") to be held for a period of one year from the Closing Date pursuant to an Escrow Agreement, substantially in the form of Exhibit G attached hereto (the "Escrow Agreement"), and distributed in accordance therewith; and (iii) The remainder of the Closing Consideration shall, subject to Section 2.6(d) and Section 9.5(b), be payable in cash to those Participating Holders that are holders of shares of Company Preferred Stock immediately prior to the Effective Time (such aggregate amount being hereinafter referred to in the aggregate as the "Preferred Stock Closing Amount"). Buyer may, in its reasonable discretion, reduce the respective amounts reflected on amount of Stock Consideration and increase the Merger Adjusted Cash Consideration Certificate, either: by a corresponding amount to ensure that the Adjusted Cash Consideration is reasonably adequate to satisfy all Excluded Liabilities (x) wire transfer to an account in other than the name of such Participating Holder as provided to Parent by written notice from the Holders Representative at least two (2) business days prior to the Closing Consideration Payment Date; or (y) delivery of a check, payable to such Participating Holder, to the Holders Representative on the Closing Consideration Payment Date. * Confidential Treatment Requested. Omitted portions filed with the CommissionCompany Note Obligations).

Closing Consideration. No later than three (3) Business Days prior to the Closing, the Representative and the Founders’ Representative shall deliver to Buyer a signed statement (on behalf and in the name of the Sellers) which sets forth (i) each Holder’s Closing Payment Amount, (ii) the Aggregate Exercise Price, (iii) each Holder’s Percentage Allocation, (iv) each Sponsor’s Sponsor Allocation, (v) each Founder’s Founder Allocation, (vi) the amounts payable to any Holder pursuant to Section 1.6(a)(i) in respect of Options, (vii) the exercise price of all Options, (viii) any Person to which any Closing Date Indebtedness, Company Expenses, Change in Control Payments or the Representative Fund Amount are to be paid pursuant hereto and the amounts of such payments and (ix) the applicable accounts to which any such amounts in clause (i) and clause (v) below or Section 1.6(b) are to be paid. At the Effective Time Closing, Buyer shall make, or shall cause to be made, by wire transfer of immediately available funds to the accounts designated in the event the Effective Time is prior to January 2, 2008, on January 2, 2008 (the "Closing Consideration Payment Date") and subject statement delivered pursuant to the provisions immediately preceding sentence (other than in respect of Article 3 hereofclause (i) below), Parent shall pay the Closing Consideration, of whichfollowing payments: (i) Two Hundred Thousand Dollars ($200,000.00) to an escrow account designated by the Escrow Agent (the "Holders Representative Reimbursement Amount") “Escrow Account”), which shall be deposited with established pursuant to the Holders RepresentativeEscrow Agreement, $28 million (such amount, the “Escrow Amount”). A portion of the Escrow Amount, equal to $25 million, shall be held by designated as the Holders Representative “Indemnity Escrow Amount,” and the remaining portion of the Escrow Account, equal to $3 million, shall be designated as the “Adjustment Escrow Amount.” The Adjustment Escrow Amount shall serve as security for the and a source of payment of expenses incurred by the Holders Representative in performing its duties Sellers’ obligations pursuant to this Agreementif any, the Escrow Agreement and the LLC Agreement ("Reimbursable Expenses")Indemnity Escrow Amount shall serve as security for, and a source of payment of Sellers’ obligations pursuant to , if any; (ii) An to the holders of the Closing Date Indebtedness, the amounts specified in the applicable payoff letters related to such Indebtedness and as set forth in the statement delivered pursuant to the first sentence of this Section 1.3(b); (iii) to the parties designated by the Company, amounts to satisfy the Company Expenses and Change in Control Payments and as set forth in the statement delivered pursuant to the first sentence of this Section 1.3(b); (iv) to the Representative, an amount equal to one million five hundred thousand dollars ($1,500,000.00) (the "Escrow Deposit Representative Fund Amount") shall be deposited with The Bank of New York (the "Escrow Agent") to be held for a period of one year from the Closing Date pursuant to an Escrow Agreement, substantially in the form of Exhibit G attached hereto (the "Escrow Agreement"), and distributed in accordance therewith; and (iiiv) The remainder of the to each Holder, an amount equal to such Holder’s Closing Consideration shall, subject to Section 2.6(dPayment Amount(s) and Section 9.5(b), be payable as set forth in cash to those Participating Holders that are holders of shares of Company Preferred Stock immediately prior the statement delivered pursuant to the Effective Time (such aggregate amount being hereinafter referred to in the aggregate as the "Preferred Stock Closing Amount"first sentence of this Section 1.3(b), in the respective amounts reflected on the Merger Consideration Certificate, either: by (x) wire transfer to an account in the name of such Participating Holder as provided to Parent by written notice from the Holders Representative at least two (2) business days prior to the Closing Consideration Payment Date; or (y) delivery of a check, payable to such Participating Holder, to the Holders Representative on the Closing Consideration Payment Date. * Confidential Treatment Requested. Omitted portions filed with the Commission.

Closing Consideration. (a) At the Effective Time or in Closing and as consideration for the event sale of the Effective Time is prior Purchased Assets to January 2Buyer by Seller, 2008, on January 2, 2008 Buyer shall issue to Seller 25,000,000 shares of Buyer Common Stock (the "Closing Consideration"), which shares will be deemed fully paid and nonassessable upon issuance. The Seller may transfer or distribute the shares of Closing Consideration Payment Date"only in accordance with applicable law, rules and regulations and at Seller's own expense. (b) and Each share of Buyer Common Stock received in connection with this Agreement shall be subject to the provisions of Article 3 hereof, Parent shall pay a lock-up beginning on the Closing Consideration, Date and ending on the earlier of which: (i) Two Hundred Thousand Dollars the eighteen ($200,000.0018) months after such date, (ii) a Change in Control, as defined below, or (iii) written consent of Buyer, at Buyer's sole discretion, provided Buyer's consent shall apply to all shares of Buyer Common Stock issued pursuant to this Agreement (the "Holders Representative Reimbursement AmountLockup Period") ); provided, however that the terms and conditions of such Lockup Period shall be deposited no less favorable than the terms and conditions of the lockup period provided to Amarantus BioScience Holdings Inc. in connection with the Holders RepresentativeAmarantus Diagnostics Acquisition. During the Lockup Period, the Seller shall not without prior written consent of Buyer, directly or indirectly, (i) offer, sell, offer to sell, contract to sell, hedge, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or sell (or announce any offer, sale, offer of sale, contract of sale, hedge, pledge, sale of any option or contract to purchase, purchase of any option or contract of sale, grant of any option, right or warrant to purchase or other sale or disposition), or otherwise transfer or dispose of (or enter into any transaction or device that is designed to, or could be held expected to, result in the disposition by any person at any time in the Holders Representative for the payment of expenses incurred by the Holders Representative in performing its duties future), any Buyer Common Stock acquired pursuant to this Agreement, the Escrow Agreement and the LLC Agreement ("Reimbursable Expenses"); or (ii) An amount equal to one million five hundred thousand dollars enter into any swap or other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of any Buyer Common Stock, whether or not any such swap or transaction described in clause ($1,500,000.00i) or (the "Escrow Deposit Amount"ii) shall be deposited with The Bank of New York (the "Escrow Agent") above is to be held for a period settled by delivery of one year from any Buyer Common Stock. During the Closing Date Lockup Period, the Seller shall not without prior written consent of Buyer, directly or indirectly, execute any purchases or sales of Buyer Common Stock that would constitute Short Sales (as defined in Rule 200 of Regulation SHO under the Exchange Act), including naked shorting, hard shorting or regular shorting. (c) Until all amounts due under any Promissory Note issued by Seller pursuant to an Escrow AgreementSection 6.21 have been paid in full, substantially in the form Seller shall not distribute any shares of Exhibit G attached hereto (the "Escrow Agreement"), and distributed in accordance therewith; and (iii) The remainder of the Closing Consideration shall, subject to Section 2.6(d) its stockholders and Section 9.5(b), be payable in cash shall use all proceeds of Seller's sale of any such shares solely to those Participating Holders that are holders of shares of Company Preferred Stock immediately prior to pay the Effective Time (amounts due under any such aggregate amount being hereinafter referred to in the aggregate as the "Preferred Stock Closing Amount"), in the respective amounts reflected on the Merger Consideration Certificate, either: by (x) wire transfer to an account in the name of such Participating Holder as provided to Parent by written notice from the Holders Representative at least two (2) business days prior to the Closing Consideration Payment Date; or (y) delivery of a check, payable to such Participating Holder, to the Holders Representative on the Closing Consideration Payment Date. * Confidential Treatment Requested. Omitted portions filed with the CommissionPromissory Note.

Closing Consideration. At the Effective Time or in the event the Effective Time is prior to January 2, 2008, on January 2, 2008 (a) The closing (the "Closing Consideration Payment Date"“Closing”) of the purchase and subject to sale of the provisions Purchased Assets and the assumption of Article 3 hereof, Parent shall pay the Closing Consideration, of which: (i) Two Hundred Thousand Dollars ($200,000.00) (the "Holders Representative Reimbursement Amount") Assumed Liabilities shall be deposited with held at the Holders Representativeoffices of G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, at 9:00 a.m. on July 31, 2006, or if the conditions to be held Closing set forth in Article III shall not have been satisfied or waived by the Holders Representative for the payment of expenses incurred by the Holders Representative in performing its duties pursuant to this Agreement, the Escrow Agreement and the LLC Agreement ("Reimbursable Expenses"); (ii) An amount equal to one million five hundred thousand dollars ($1,500,000.00) (the "Escrow Deposit Amount") shall be deposited with The Bank of New York (the "Escrow Agent") to be held for a period of one year from the Closing Date pursuant to an Escrow Agreement, substantially in the form of Exhibit G attached hereto (the "Escrow Agreement"), and distributed in accordance therewith; and (iii) The remainder of the Closing Consideration shallsuch date, subject to Section 2.6(d) and Section 9.5(b)12.3, be payable in cash to those Participating Holders that are holders of shares of Company Preferred Stock immediately prior to as soon as practicable after such conditions shall have been satisfied or waived. The date on which the Effective Time (such aggregate amount being Closing shall occur is hereinafter referred to in the aggregate as the "Preferred Stock “Closing Amount"Date.” The Closing will be deemed effective at 12:01 a.m. on the Closing Date (the “Effective Time”). (b) The aggregate consideration for the Purchased Assets shall be One Hundred Fifteen Million Dollars ($115,000,000) (the “Purchase Price”), in the respective amounts reflected payable on the Merger Consideration Certificate, either: Closing Date by (xi) wire transfer in immediately available funds to an account or accounts designated by Sellers in the name of such Participating Holder as provided to Parent by written notice from the Holders Representative writing at least two three (23) business days Business Days prior to the Closing Consideration Payment Date; Date in any bank in the continental U.S. or elsewhere or (yii) delivery of a checksuch means as to otherwise agreed to in writing by Buyer and Sellers, payable subject to such Participating Holder, adjustment pursuant to the Holders Representative on the Closing Consideration Payment Date. * Confidential Treatment Requested. Omitted portions filed Section 2.6 together with the Commissionassumption of the Assumed Liabilities as provided in Section 2.3. (c) At the Closing, Sellers shall use commercially reasonable efforts to deliver or cause to be delivered to Buyer (i) the B▇▇▇ of Sale and the Assignment and Assumption Agreement, in each case duly executed by each Seller which is party thereto, (ii) the Minority Shares, (iii) limited warranty deeds (or the equivalent thereof in any jurisdiction in which limited warranty deeds may not be used) in recordable form for the Acquired Property, together with all currently existing surveys and title insurance policies for the Acquired Property, (iv) the Ancillary Agreements, in each case duly executed by each Seller which is party thereto, (v) evidence that all consents, approvals, waivers, filings and notifications listed or referred to on Schedule 4.1(c) or as contemplated by Section 8.1 have been obtained and made and are in full force and effect; (vi) the certificates contemplated by Section 3.1(a), (vii) the Records and (vii) such other instruments of transfer and documents as Buyer may reasonably request. At the Closing, Buyer shall deliver to Sellers (i) the B▇▇▇ of Sale and the Assignment and Assumption Agreement, duly executed by Buyer, (ii) the Ancillary Agreements, in each case duly executed by Buyer, (iii) the certificates contemplated by Section 3.2(a) and (iv) such other instruments of assumption and documents as Sellers may reasonably request.

Closing Consideration. At The aggregate consideration payable by the Effective Time or in the event the Effective Time is prior to January 2, 2008, Parent Group on January 2, 2008 Closing (the "Closing Consideration Payment Date"“Aggregate Consideration”) and subject to the provisions of Article 3 hereof, Parent shall pay the Closing Consideration, of whichbe: (a) the Base Valuation; plus [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) Two Hundred Thousand Dollars not material and ($200,000.00ii) the type that the Registrant treats as private or confidential. (b) the "Holders Representative Reimbursement Deferred Tax Assets; plus (c) the Closing Net Cash; less (d) the Closing Total Indebtedness (if any, which shall expressly exclude any amounts deposited on account of the [***] and the [***] in the Indemnity Escrow Amount", however shall include loans or borrowings by the Group Companies to repay [***] and costs arising from the [***] on a full and final settlement basis to the extent such amounts were repaid prior to Closing, and only if and to the extent such amounts were reflected as a reduction in the Indemnity Escrow Amount and not deposited in the Escrow Account; plus (e) an amount by which the Closing Working Capital exceeds the Target Working Capital or minus the amount by which the Closing Working Capital falls short of the Target Working Capital (as applicable). The Parties agree that the Aggregate Consideration (excluding the Earn-Out Consideration) may exceed $ 200,000,000 in cash and Equity Consideration Amount subject to and in accordance with the terms of this Agreement. The Aggregate Consideration shall be deposited allocated among the Participating Equity Holders in accordance with the Holders Representative, to be held by the Holders Representative for the payment of expenses incurred by the Holders Representative in performing its duties pursuant to this Agreement, the Escrow Agreement and the LLC Agreement Memorandum of Association ("Reimbursable Expenses"it being noted that holders of Vested Options and Company RSU's have a contractual right to receive consideration as if they received Ordinary Shares (less the exercise price and any withholdings) and are not entitled to any payment made pursuant to clause 11(a) of the Memorandum of Association); , as adjusted in accordance with Section 3.5. Notwithstanding anything to the contrary, any deductions and additions to be made pursuant to sections (iia) An amount equal to one million five hundred thousand dollars ($1,500,000.00e) (the "Escrow Deposit Amount") shall be deposited with The Bank of New York (the "Escrow Agent") to be held for a period of one year from the Closing Date pursuant to an Escrow Agreement, substantially in the form of Exhibit G attached hereto (the "Escrow Agreement"inclusive), and distributed in accordance therewith; and (iii) The remainder of the Closing Consideration shall, subject to Section 2.6(d) and Section 9.5(b), shall at all times be payable in cash to those Participating Holders that are holders of shares of Company Preferred Stock immediately prior to the Effective Time (such aggregate amount being hereinafter referred to in the aggregate as the "Preferred Stock Closing Amount"), in the respective amounts reflected on the Merger Consideration Certificate, either: by (x) wire transfer to an account in the name of such Participating Holder as provided to Parent by written notice from the Holders Representative at least two (2) business days prior to the Closing Consideration Payment Date; or (y) delivery of a check, payable to such Participating Holder, to the Holders Representative on the Closing Consideration Payment Date. * Confidential Treatment Requested. Omitted portions filed with the Commissionmade without duplication.

Closing Consideration. At On the Effective Time or Closing Date, Purchaser shall deliver in consideration for 100% of the issued and outstanding capital stock of the Company in accordance with Section 2.2 hereof: Fourteen Million Dollars (US$14,000,000), (the “Closing Merger Consideration”) payable in shares of Parent Common Stock and Parent Series C Stock (the “Stock Consideration”) minus (A) the amount required to be paid under a senior secured promissory note in favor of Decathlon/DA4 (the “Secured Note”) to be issued at closing by Parent in the event amount of up to Two Million Dollars ($2,000,000), (B) the Effective Time is prior value of the shares of Parent Common Stock to January 2be issued to Decathlon pursuant to that certain Consent Agreement, 2008dated as of even date with this Agreement, on January 2between Decathalon and the Company; (C) any other indebtedness of the Company (it being agreed and acknowledged that the shares of Parent Common Stock issuable to Decathlon Alpha IV, 2008 L.P., a Delaware limited partnership (“DA4”) pursuant to that certain Share Issuance Agreement between the "Closing Consideration Payment Date") Company and subject to the provisions of Article 3 hereof, Parent DA4 shall pay the Closing Consideration, of which: (i) Two Hundred Thousand Dollars ($200,000.00) (be treated as indebtedness of the "Holders Representative Reimbursement Amount") shall be deposited with the Holders Representative, to be held by the Holders Representative Company for the payment purposes of expenses incurred by the Holders Representative in performing its duties pursuant to this Agreement, the Escrow Agreement Section 2.1(a); and the LLC Agreement ("Reimbursable Expenses"); (ii) An amount equal be issued directly to one million five hundred thousand dollars DA4), and ($1,500,000.00D) (any Working Capital deficit of the "Escrow Deposit Amount") shall be deposited with The Bank of New York (the "Escrow Agent") to be held for a period of one year from Company, calculated at the Closing Date pursuant to an Escrow AgreementVWAP (the “Agreed Parent Share Price”). The Parent Series C Preferred shall have the rights, substantially privileges and preferences as set forth in the form of Exhibit G the Series C Preferred Certificate of Designation attached hereto as Exhibit 2.1(a), (the "Escrow Agreement"), and distributed in accordance therewith; and (iii“Certificate of Designation”) The remainder which Certificate of Designation Parent shall have filed with the Secretary of State of the Closing Consideration shall, subject to Section 2.6(d) and Section 9.5(b), be payable in cash to those Participating Holders that are holders State of shares of Company Preferred Stock immediately prior to the Effective Time (such aggregate amount being hereinafter referred to in the aggregate as the "Preferred Stock Closing Amount"), in the respective amounts reflected on the Merger Consideration Certificate, either: by (x) wire transfer to an account in the name of such Participating Holder as provided to Parent by written notice from the Holders Representative at least two (2) business days Nevada prior to the Closing Consideration Payment Date; or Date and which shall be effective prior to the Closing, and shall be substantially equivalent to Common Stock in all respects other than the limitations on voting and conversion required in order to conform with, and shall automatically convert into Common Stock of Parent upon the approval of NASDAQ (y) delivery of a check, payable to such Participating Holderthe “NASDAQ Approval”), to the Holders Representative on issuance of in excess of 19.99% of the Closing Consideration Payment Date. * Confidential Treatment Requested. Omitted portions filed outstanding Parent Common Stock in accordance with the CommissionNASDAQ Rule 5635(d).

Closing Consideration. At the Effective Time or in the event the Effective Time is prior to January 2Closing, 2008, on January 2, 2008 (the "Closing Consideration Payment Date") and subject to the provisions of Article 3 hereof, Parent Buyer shall pay the Closing Consideration, of which:(or cause to be paid): (i) Two Hundred Thousand Dollars To each Stockholder who has, at least three ($200,000.003) Business Days prior to the Closing Date, delivered to the Company a completed and signed Transmittal Letter (together with all documents required to be delivered in accordance with the "Holders Representative Reimbursement express requirements of such Transmittal Letter) that is accompanied by the Certificate(s) representing the shares of Company Stock to which such Transmittal Letter relates (with a copy of such Transmittal Letter to be delivered to Buyer at the Closing), an amount equal to the applicable Per Share Amount (which shall be set forth in the Funds Flow Memorandum in accordance with Section 2.8(c)) for each Company Stock held by such Stockholder multiplied by the number of such Company Stock (other than the Rollover Shares) held by such Stockholder, by wire transfer of immediately available funds to the account specified in such Transmittal Letter; provided that any payments otherwise to be made to any Loan Party who is indebted to the Company pursuant to a Stockholder Loan, the amount necessary to repay and discharge such indebtedness (including the outstanding principal balance and accrued and capitalized interest amount) in full will be offset from any such payments and retained by the Company (such amount, being the “Loan Repayment Amount"”). Buyer’s obligation pursuant to this clause (i) shall be deposited satisfied by Buyer paying, or causing to be paid, the applicable portion of the Initial Merger Consideration to the Paying Agent, and Buyer directing the Paying Agent to pay the applicable portion of the Initial Merger Consideration to such Stockholder at the Closing. To the extent that a Stockholder does not deliver a completed Transmittal Letter (together with all documents required to be delivered in accordance with the Holders Representativeexpress requirements of such Transmittal Letter) at least three (3) Business Days prior to the Closing Date, the Paying Agent shall hold the amount payable to such Stockholder until such completed Transmittal Letter (together with all documents required to be held by delivered in accordance with the Holders Representative for the payment express requirements of expenses incurred by the Holders Representative such Transmittal Letter) is executed and delivered in performing its duties pursuant to accordance with this Agreement, the Escrow Agreement and the LLC Agreement ("Reimbursable Expenses"Section 2.8(a)(i);; and (ii) An amount equal to one million five hundred thousand dollars ($1,500,000.00) (the "Escrow Deposit Amount") shall be deposited with The Bank of New York (the "Escrow Agent") to be held for a period of one year from the Closing Date pursuant to an Escrow AgreementTo each Optionholder who has, substantially in the form of Exhibit G attached hereto (the "Escrow Agreement"), and distributed in accordance therewith; and (iii) The remainder of the Closing Consideration shall, subject to Section 2.6(d) and Section 9.5(b), be payable in cash to those Participating Holders that are holders of shares of Company Preferred Stock immediately prior to the Effective Time (such aggregate amount being hereinafter referred to in the aggregate as the "Preferred Stock Closing Amount"), in the respective amounts reflected on the Merger Consideration Certificate, either: by (x) wire transfer to an account in the name of such Participating Holder as provided to Parent by written notice from the Holders Representative at least two three (23) business days Business Days prior to the Closing Date, delivered to the Company a completed and signed Option Surrender Certificate (with a copy of such Option Surrender Certificate to be delivered to Buyer at the Closing), an amount equal to the applicable Initial Option Consideration Payment Date; (which shall be set forth in the Funds Flow Memorandum in accordance with Section 2.8(c)) for the portion of each Option held by such Optionholder that is vested as of the Effective Time. Buyer’s obligations pursuant to this clause (ii) shall be satisfied by Buyer paying or (y) delivery causing to be paid the applicable portion of a checkthe Initial Option Consideration to the Company, payable and the Company in turn paying the applicable Initial Option Consideration to such Participating HolderOptionholder (less applicable Tax withholdings) as promptly as practicable thereafter, to but in no event later than three (3) Business Days following the Holders Representative on receipt thereof, through the Closing Consideration Payment Date. * Confidential Treatment Requested. Omitted portions filed payroll of the Company or any of the Subsidiaries in accordance with the Commissionnormal payroll practices.

Closing Consideration. At (a) The closing of the Effective Time or in the event the Effective Time is prior to January 2, 2008, on January 2, 2008 purchase and sale contemplated hereunder (the "“Closing”) shall occur as of the effective date of this Agreement and shall take place via Federal Express, facsimile, email, and telephone confirmation or at such other time and place or method as Buyer and Seller may agree (the “Closing Consideration Payment Date"”). (b) and subject Subject to adjustment as described in Section 3(c), below, the consideration from Buyer to Seller for the Subject Assets (the “Consideration”) shall be an amount equal to the provisions of Article 3 hereof, Parent shall pay the Closing Consideration, of whichsum of: (i) Two Hundred Thousand Dollars the Assumed Liabilities ($200,000.00) (the "Holders Representative Reimbursement Amount") shall be deposited with the Holders Representativeas defined in Section 13, to be held by the Holders Representative for the payment of expenses incurred by the Holders Representative in performing its duties pursuant to this Agreementbelow), the Escrow Agreement and the LLC Agreement ("Reimbursable Expenses");plus (ii) An amount equal to one million five hundred thousand dollars Buyer’s provision of the Switching Services ($1,500,000.00as defined in Section 17, below) for the Services Period (the "Escrow Deposit Amount") shall be deposited with The Bank of New York (the "Escrow Agent") to be held for a period of one year from the Closing Date pursuant to an Escrow Agreementas defined in Section 17, substantially in the form of Exhibit G attached hereto (the "Escrow Agreement"below), and distributed in accordance therewith; andplus (iii) The remainder of the Closing Consideration shall, Earn-Out Payments as described in and subject to Section 2.6(d) the terms and Section 9.5(b)conditions of Sections 4 through 9, be payable in cash to those Participating Holders that are holders of shares of Company Preferred Stock immediately prior below. On the terms and subject to the Effective Time conditions set forth in this Agreement, Buyer shall pay Seller $80,000 as an advance payment against projected Earn-Out Payments (such aggregate amount being hereinafter referred to as defined in Section 6, below) (the aggregate as the "Preferred Stock Closing Amount"), in the respective amounts reflected on the Merger Consideration Certificate, either: by (x“Advance”) wire transfer to an account in the name of such Participating Holder as provided to Parent by written notice from the Holders Representative at least two (2) business days prior to the Closing Consideration Payment Date; or (y) delivery of a check, payable to such Participating Holder, to the Holders Representative on the Closing Consideration Date, which Advance shall be paid by wire transfer of immediately available funds to the account designated by the Seller. Buyer shall pay the Earn-Out Payments pursuant to and in accordance with Section 7 and Section 8, below. Payment Date. * Confidential Treatment Requested. Omitted portions filed of the Earn-Out Payments and Buyer’s compliance with all of the Commissionassurances and covenants related thereto (as set forth in Sections 4 through 10, below), shall be secured by a guaranty of Globalrange Limited (the “Guarantor”) pursuant to a written guaranty (the “Guaranty”) in the form attached hereto as Exhibit 3(b).

Closing Consideration. At The aggregate consideration payable by the Effective Time or in the event the Effective Time is prior to January 2, 2008, Parent Group on January 2, 2008 Closing (the "Closing Consideration Payment Date"“Aggregate Consideration”) and subject to the provisions of Article 3 hereof, Parent shall pay the Closing Consideration, of whichbe: (a) the Base Valuation; plus [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) Two Hundred Thousand Dollars not material and ($200,000.00ii) the type that the Registrant treats as private or confidential. (b) the "Holders Representative Reimbursement Deferred Tax Assets; plus (c) the Closing Net Cash; less (d) the Closing Total Indebtedness (if any, which shall expressly exclude any amounts deposited on account of the [***] and the [***] in the Indemnity Escrow Amount", however shall include loans or borrowings by the Group Companies to repay [***] and costs arising from the [***] on a full and final settlement basis to the extent such amounts were repaid prior to Closing, and only if and to the extent such amounts were reflected as a reduction in the Indemnity Escrow Amount and not deposited in the Escrow Account; plus (e) an amount by which the Closing Working Capital exceeds the Target Working Capital or minus the amount by which the Closing Working Capital falls short of the Target Working Capital (as applicable). The Parties agree that the Aggregate Consideration (excluding the Earn-Out Consideration) may exceed $ 200,000,000 in cash and Equity Consideration Amount subject to and in accordance with the terms of this Agreement. The Aggregate Consideration shall be deposited allocated among the Participating Equity Holders in accordance with the Holders Representative, to be held by the Holders Representative for the payment of expenses incurred by the Holders Representative in performing its duties pursuant to this Agreement, the Escrow Agreement and the LLC Agreement Memorandum of Association ("Reimbursable Expenses"it being noted that holders of Vested Options and Company RSU’s have a contractual right to receive consideration as if they received Ordinary Shares (less the exercise price and any withholdings) and are not entitled to any payment made pursuant to clause 11(a) of the Memorandum of Association); , as adjusted in accordance with Section 3.5. Notwithstanding anything to the contrary, any deductions and additions to be made pursuant to sections (iia) An amount equal to one million five hundred thousand dollars ($1,500,000.00e) (the "Escrow Deposit Amount") shall be deposited with The Bank of New York (the "Escrow Agent") to be held for a period of one year from the Closing Date pursuant to an Escrow Agreement, substantially in the form of Exhibit G attached hereto (the "Escrow Agreement"inclusive), and distributed in accordance therewith; and (iii) The remainder of the Closing Consideration shall, subject to Section 2.6(d) and Section 9.5(b), shall at all times be payable in cash to those Participating Holders that are holders of shares of Company Preferred Stock immediately prior to the Effective Time (such aggregate amount being hereinafter referred to in the aggregate as the "Preferred Stock Closing Amount"), in the respective amounts reflected on the Merger Consideration Certificate, either: by (x) wire transfer to an account in the name of such Participating Holder as provided to Parent by written notice from the Holders Representative at least two (2) business days prior to the Closing Consideration Payment Date; or (y) delivery of a check, payable to such Participating Holder, to the Holders Representative on the Closing Consideration Payment Date. * Confidential Treatment Requested. Omitted portions filed with the Commissionmade without duplication.

Closing Consideration. At the Effective Time or in Closing, upon the event the Effective Time is prior to January 2, 2008, on January 2, 2008 (the "Closing Consideration Payment Date") terms and subject to the provisions of Article 3 hereofconditions set forth herein and subject to Section 2.6 below, Parent shall pay the Closing Consideration, of which: Buyer shall: (i) Two pay to the Paying Agent, for distribution to the Sellers as set forth in the Spreadsheet and the Paying Agent Agreement, the aggregate amount of Three Million Five Hundred Thousand Dollars ($200,000.003,500,000) out of which, the Transaction Expenses shall be deducted (the "Holders Representative Reimbursement Amount") shall be deposited with the Holders Representative, to be held by the Holders Representative for the payment of expenses incurred by the Holders Representative in performing its duties pursuant to this Agreement, the Escrow Agreement and the LLC Agreement ("Reimbursable Expenses“Upfront Payment"); ; (ii) An amount equal to one million five hundred thousand dollars deposit with the Paying Agent certificates ($1,500,000.00whether physical or digital) (the "Escrow Deposit Amount") shall be deposited with or other formal approval from The Bank of New York Mellon (“BNYM”), which is the registered holder of the shares represented by the ADSs (as defined below) issued under the Deposit Agreement, dated as of November 20, 2015, by and among the Buyer, BNYM, as depositary (the "Escrow Agent"“Depositary”) to be held for a period and the owners and holders of one year from the Closing Date pursuant to an Escrow Agreement, substantially in the form of Exhibit G attached hereto ADSs issued thereunder (the "Escrow “Deposit Agreement")”) governing Buyer’s ADR program, and distributed in accordance therewith; and (iii) The remainder of evidencing the Closing Consideration shall, subject to Section 2.6(d) and Section 9.5(b), be payable in cash to those Participating Holders that are holders of shares of Company Preferred Stock immediately prior to the Effective Time (such aggregate amount being hereinafter referred to in the aggregate as the "Preferred Stock Closing Amount"), in the respective amounts reflected on the Merger Consideration Certificate, either: by (x) wire transfer to an account Upfront Shares registered in the name of the certain Sellers, as set forth in the Spreadsheet and the Paying Agent Agreement, reflecting such Participating Holder as provided number of Buyer’s American Depositary Shares (“ADS”, each ADS representing ten (10) ordinary shares of the Buyer of no par value) representing aggregate value of Three Million Five Hundred Thousand Dollars ($3,500,000), at a price per Buyer ADSs equal to Parent by written notice from $1.58 (calculated based on the Holders Representative at least two NASDAQ volume-weighted average price of Buyer ADSs for the 60-day period preceding the date of this Agreement) (2the “Upfront Shares”); and (iii) business days prior wire the amount of the Transaction Expenses to the Closing Consideration Payment Date; or Paying Agent, for payment of the Transaction Expenses in accordance with the Spreadsheet to the applicable third parties listed on Schedule 4.8(ii). In the event that during one year following the Closing, the Buyer enters into a Dilutive Event, as defined in the Registration Rights Agreement (y) delivery of as defined below), and at such time a checkSeller who received Upfront Shares holds any such shares, payable a price protection mechanism, as indicated in the Registration Rights Agreement will be effected with respect to such Participating HolderUpfront Shares, to under the Holders Representative on the Closing Consideration Payment Date. * Confidential Treatment Requested. Omitted portions filed with the Commissionterms and conditions set forth therein.