Common use of Purchase Consideration Clause in Contracts

Purchase Consideration. Buyer agrees to deliver to Seller at the Closing a commitment to the benefit of the Seller for a Conditional Guaranty in favor of Loral Skynet Network Services, Inc., a Delaware corporation, CyberStar, L.P., a Delaware limited partnership, CyberStar, LLC, a Delaware limited liability company, and Loral Skynet, a division of Loral SpaceCom Corporation, a Delaware corporation (collectively, the “Loral Entities”) having a total value to Seller of Three Million and No/100 Dollars ($3,000,000.00) (the "Purchase Consideration"). Buyer agrees that the Seller shall provide employment contracts and full benefits for both ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ for three years. The minimum salary levels are agreed to be: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ - $150,000 US Dollars per annum and ▇▇▇▇▇ ▇▇▇▇▇▇▇ - £100,000 GBP per annum. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be President and COO for the Seller. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be CEO and VP Sales and Marketing for the Seller. The Seller is intended to operate as a subsidiary within the Ariel Way group using synergies with sister companies to advantage but with autonomous offices and management control. The Seller will furnish staff employment contracts as required by industry and legal norms. The acquisition by the Seller of certain assets from the Loral Entities is expected to be a cash-less transaction as $250,000 Dollars purchase price will be taken from prepaid revenue owing to the Seller on closing. All other monies due by the Seller to the Loral Entities in the transaction agreement will be taken from operating funds and are not part of the Seller’s equity purchase. The Buyer shall provide, in a timely fashion, capitalization funding to the Seller to cover certain cash flow and capital expenditures deficit for a period of two years per business plan submitted and upon the Buyers approval and according to a certain Stockholders Agreement between the Buyer and the Seller. Capitalization levels may be reviewed after 18 months to assess investment return. The Buyer shall, within 180 days, replace the $250,000 purchase price for the certain assets from the Loral Entities as acquired by the Seller and paid from the Seller’s cash balance at Closing. The Buyer and the Seller shall assume responsibility to settle Seller fee agreement with ▇▇▇▇▇▇ Financial Corporation as Consultant in a prompt manner upon closing of the acquisition of certain assets from the Loral Entities. At present the Buyer understands that this responsibility is approximately $25,000, and a warrant for 2% of Seller’s stock at refinance valuation, payable according to terms of the engagement letter between the Seller and ▇▇▇▇▇▇ Financial Corporation, and there is no other consideration, in cash, securities or warrants owed to ▇▇▇▇▇▇ Financial Corporation.

Purchase Consideration. Buyer agrees to deliver to Seller at the Closing a commitment to the benefit of the Seller for a Conditional Guaranty in favor of Loral Skynet Network Services, Inc., a Delaware corporation, CyberStar, L.P., a Delaware limited partnership, CyberStar, LLC, a Delaware limited liability company, and Loral Skynet, a division of Loral SpaceCom Corporation, a Delaware corporation (collectively, the “Loral Entities”) having a total value to Seller of Three Million and No/100 Dollars ($3,000,000.00) (the "Purchase Consideration"), presentation of such Guaranty to be effected by Buyer's execution and delivery to Seller at Closing. Buyer agrees that the Seller shall provide employment contracts and full benefits for both ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ for three years. The minimum salary levels are agreed to be: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ - $150,000 US Dollars per annum and ▇▇▇▇▇ ▇▇▇▇▇▇▇ - £100,000 GBP per annum. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be President and COO for the Seller. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be CEO and VP Sales and Marketing for the Seller. The Seller is intended to operate as a subsidiary within the Ariel Way group using synergies with sister companies to advantage but with autonomous offices and management control. The Seller will furnish staff employment contracts as required by industry and legal norms. The acquisition by the Seller of certain assets from the Loral Entities is expected to be a cash-less transaction as $250,000 Dollars purchase price will be taken from prepaid revenue owing to the Seller on closing. All other monies due by the Seller to the Loral Entities in the transaction agreement will be taken from operating funds and are not part of the Seller’s equity purchase. The Buyer shall provide, in a timely fashion, capitalization funding to the Seller to cover certain cash flow and capital expenditures deficit for a period of two years per business plan submitted and upon the Buyers approval and according to a certain Stockholders Agreement between the Buyer and the Seller. Capitalization levels may be reviewed after 18 months to assess investment return. The Buyer shall, within 180 days, replace the $250,000 purchase price for the certain assets from the Loral Entities as acquired by the Seller and paid from the Seller’s cash balance at Closing. The Buyer and the Seller shall assume responsibility to settle Seller fee agreement with ▇▇▇▇▇▇ Financial Corporation as Consultant in a prompt manner upon closing of the acquisition of certain assets from the Loral Entities. At present the Buyer understands that this responsibility is approximately $25,000, and a warrant for 2% of Seller’s stock at refinance valuation, payable according to terms of the engagement letter between the Seller and ▇▇▇▇▇▇ Financial Corporation, and there is no other consideration, in cash, securities or warrants owed to ▇▇▇▇▇▇ Financial Corporation.. §3(d) Issued and outstanding shares of Seller Common Stock: Zygot, LLC 1,000 shares Total Issued 1,000 shares §3(d) Outstanding Options None Outstanding

Purchase Consideration. In consideration for the purchase by the Buyer agrees to deliver to Seller at the Closing a commitment to the benefit of from the Seller for a Conditional Guaranty in favor of Loral Skynet Network Services, Inc., a Delaware corporation, CyberStar, L.P., a Delaware limited partnership, CyberStar, LLC, a Delaware limited liability company, and Loral Skynet, a division of Loral SpaceCom Corporation, a Delaware corporation (collectively, the “Loral Entities”) having a total value to Seller of Three Million and No/100 Dollars ($3,000,000.00) (the "Purchase Consideration"). Buyer agrees that the Seller shall provide employment contracts and full benefits for both ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ for three years. The minimum salary levels are agreed to be: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ - $150,000 US Dollars per annum and ▇▇▇▇▇ ▇▇▇▇▇▇▇ - £100,000 GBP per annum. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ shall be President and COO for the Seller. ▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be CEO and VP Sales and Marketing for the Seller. The Seller is intended to operate as a subsidiary within the Ariel Way group using synergies with sister companies to advantage but with autonomous offices and management control. The Seller will furnish staff employment contracts as required by industry and legal norms. The acquisition by the Seller of certain assets from the Loral Entities is expected to be a cash-less transaction as $250,000 Dollars purchase price will be taken from prepaid revenue owing to the Seller on closing. All other monies due sale by the Seller to the Loral Entities in Buyer of the transaction agreement Seller Interest, the Buyer and Seller agree as follows: (a) Buyer will be taken from operating funds issue 1,000,000 shares of common stock of the Buyer to the Seller (the “Consideration Shares”); (b) Buyer will pay the $1,000,000 installment payment to the Edsels due June 1, 2011, under the Promissory Note, and are not part payable on the Closing Date, but no later than June 10, 2011, under the terms of the Novation and Assignment; (c) Buyer will assume all of the Seller’s equity purchase. The obligations and liabilities under the Promissory Note and execute and deliver the Novation and Assignment; (d) Buyer shall providewill assume all of the Seller’s obligations and liabilities under the Pledge Agreement and the execution and delivery of the Amended and Restated Pledge Agreement; Membership Interest Purchase Agreement (e) Subject to the terms of the Amended and Restated Pledge Agreement, Buyer will undertake to cause the Company to assign and transfer a 10% undivided interest in a timely fashion, capitalization funding the Company Oil and Gas Properties (the “Seller Retained Interest”) to the Seller to cover certain cash flow in exchange for the Retained Profits Interests upon full and capital expenditures deficit for a period complete payment and satisfaction of two years per business plan submitted the obligations due under the Promissory Note and upon the Buyers approval Amended and according to a certain Stockholders Agreement between Restated Pledge Agreement; provided, however, that the Buyer and shall retain a Buyer First Right to re-acquire the Seller. Capitalization levels may be reviewed after 18 months to assess investment return. The Buyer shall, within 180 days, replace the $250,000 purchase price for the certain assets from the Loral Entities as acquired by the Seller and paid from the Seller’s cash balance at Closing. The Buyer Retained Profits Interests and the Seller shall assume responsibility Retained Interest in accordance with Section 5.8; and (f) Buyer will undertake to settle cause the Company to make the distribution to the Seller fee agreement with ▇▇▇▇▇▇ Financial Corporation as Consultant of cash held in a prompt manner upon closing the bank accounts of the acquisition of certain assets from the Loral Entities. At present the Buyer understands that this responsibility is approximately $25,000, and a warrant for 2% of Seller’s stock at refinance valuation, payable according to terms Company as of the engagement letter Closing Date and remitted to the Company through and including June 30, 2011 in the manner consistent with the past practices of the Company (the “June Distribution”). The June Distribution will be made within five (5) business days of June 30, 2011. Except as otherwise contemplated by this Agreement, the Company will have no cash or cash equivalents and no current liabilities on the Closing Date. (g) The Buyer agrees to pay Pimuro Capital Partners, LLC (“Pimuro”), a consultant to the Seller who advised the Seller with regard to the Transaction and this Agreement, the fees, commissions, or expenses relating to such consulting arrangement between the Seller and ▇▇▇▇▇▇ Financial CorporationPimuro in the amount and payable in accordance to the Pimuro Payment Agreement attached here as Exhibit J (the “Pimuro Fees”). The payments under Sections 2.2(a), (b), (c), (d), (e) and there is no other consideration(f) together with the convenants, representations, warranties and undertakings contemplated in cash, securities or warrants owed this Agreement are collected referred to ▇▇▇▇▇▇ Financial Corporationherein as the “Purchase Consideration”.