Common use of Release Consideration Clause in Contracts

Release Consideration. As consideration for the acquisition of the Acquired Tag-Along Rights pursuant to Section 2 of this Agreement and the release provided in Section 3 and subject to the Closing occurring, each of MFFB or NexCen, as applicable, shall pay each Franchisee the amounts set forth below (the "Release Consideration"): (a) Within three (3) Business Days following the Closing Date, MFFB shall pay to each Franchisee, by wire transfer of immediately available funds to each applicable Franchisee Account, such Franchisee's Pro Rata Share of Six Million Seven Hundred Thousand Dollars ($6,700,000); (b) Within five (5) Business Days following the Closing Date, NexCen shall deliver to each Franchisee a Warrant representing such Franchisee's Pro Rata Share of Three Hundred Thousand (300,000) shares of NexCen common stock; provided, that NexCen shall not be obligated to issue any Warrant to any Person who has not completed an accredited investor questionnaire; and (c) Following the Closing Date, NexCen shall credit each Franchisee who elects to enter into a New Franchise Agreement with NexCen its Pro Rata Share of One Million Dollars ($1,000,000) towards any Initial Franchise Fees payable under such New Franchise Agreement, on one or more New Franchise Agreements, until such Pro Rata Share is exhausted ("Franchise Credit"), which, if permitted by applicable law, Franchise Credit may be transferred by such Franchisee, subject to NexCen's prior written approval, which shall not be unreasonably refused, conditioned, or delayed if such transferee meets NexCen’s franchisee criteria applicable to such Franchise; provided, however, that the Franchise Credit shall not reduce the Initial Franchise Fee payable under any New Franchise Agreement to less than One Thousand Dollars ($1,000); provided, further, that the Franchise Credits shall expire, if not otherwise used, on the two (2) year anniversary of the Closing Date.

Release Consideration. As consideration for the acquisition of the Acquired Tag-Along Rights pursuant to Section 2 of this Agreement and the release provided in Section 3 and subject to the Closing occurring, each of MFFB or NexCen, as applicable, shall pay each Franchisee the amounts set forth below (the "“Release Consideration"”): (a) Within three (3) Business Days following the Closing Date, MFFB shall pay to each Franchisee, by wire transfer of immediately available funds to each applicable Franchisee Account, such Franchisee's ’s Pro Rata Share of Six Million Seven Hundred Thousand Dollars ($6,700,000); (b) Within five (5) Business Days following the Closing Date, NexCen shall deliver to each Franchisee a Warrant representing such Franchisee's ’s Pro Rata Share of Three Hundred Thousand (300,000) shares of NexCen common stock; provided, that NexCen shall not be obligated to issue any Warrant to any Person who has not completed an accredited investor questionnaire; and (c) Following the Closing Date, NexCen shall credit each Franchisee who elects to enter into a New Franchise Agreement with NexCen its Pro Rata Share of One Million Dollars ($1,000,000) towards any Initial Franchise Fees payable under such New Franchise Agreement, on one or more New Franchise Agreements, until such Pro Rata Share is exhausted ("“Franchise Credit"”), which, if permitted by applicable law, Franchise Credit may be transferred by such Franchisee, subject to NexCen's ’s prior written approval, which shall not be unreasonably refused, conditioned, or delayed if such transferee meets NexCen’s franchisee criteria applicable to such Franchise; provided, however, that the Franchise Credit shall not reduce the Initial Franchise Fee payable under any New Franchise Agreement to less than One Thousand Dollars ($1,000); provided, further, that the Franchise Credits shall expire, if not otherwise used, on the two (2) year anniversary of the Closing Date.