Revised Consideration Clause Samples

Revised Consideration. The Parties desire to revise the date the First Tranche of Stock Consideration is to be received by Seller, the form of consideration that Seller is to receive from Buyer on the Distribution Date and the amount of Stock Consideration to be received by Seller from Buyer by amending Sections 2.5(a)(ii), 2.5(a)(iii) and 2.5(b) of the Agreement. To effect the revisions, the Parties have agreed as follows: 2.1 Delete Section 2.5(a)(ii) in its entirety and replace with the following text: “(ii), subject to Section 2.5(b), 257,215 shares of InPhonic Common Stock having a value of Four Million One Hundred Thousand Dollars ($4,100,000.00) (“First Tranche of Stock Consideration”) (which number of shares was obtained by dividing (a) $4,100,000.00 by (b) $15.94;” 2.2 Delete Section 2.5(a)(iii) in its entirety and replace with the following text:

Revised Consideration. The Investor will acquire the PPLH shares from the Vendor for the consideration of US$116,250,000 (instead of US$155,000,000).

Revised Consideration. 2.1.1 The revised consideration for the Sale Shares shall be up to S$33,700,000 (“Revised Consideration”) instead of S$43,980,000. The Revised Consideration was arrived on a willing-buyer and willing-seller basis after the conduct of negotiations on an arm’s length basis between the Sellers and the Company, taking into account, inter alia, the revised Valuation Report issued by an independent valuer, BDO Advisory Pte Ltd, dated 29 April 2019 in respect of the value of the Target Group (“Revised Valuation Report”) following the finalisation of the respective Target Group Company’s audited financial statements ended 31 December 2018 (“Audited FY2018 Financial Results”) together with the existing outstanding orders secured and prevailing business risks and prospects within the construction industry. 2.1.2 It is recorded in the Revised Valuation Report that the Target Group has an indicative equity value between the range of S$41.1 million and S$49.8 million (“Revised IEV Range”). Based on the Revised Valuation Report, the Revised Consideration is at a 18.0% discount to the low end of the Revised IEV Range and a 32.3% discount to high end of the Revised IEV Range. 2.1.3 Based on the Audited FY2018 Financial Results, the net tangible asset value and the profit before tax of Rich-Link Construction, together with its subsidiary, Homeland Construction Pte. Ltd. (collectively the “RLC Group”) and RLB are as follows: RLC Group $20.6 million $7.2 million* RLB $2.5 million $0.3 million 2.1.4 Following the Revised Consideration for the Sale Shares, with the Issue Price remaining at S$0.006 as per the SPA dated 8 January 2019, the 1st Tranche Consideration Shares and the 2nd Tranche Consideration Shares have also been revised as follows: (a) on the Completion Date, the Company shall issue and allot an aggregate of 4,493,333,333 new Shares (“Revised 1st Tranche Consideration Shares”) at the Issue Price of S$0.006 for each new Share, with the aggregate value of the Revised 1st Tranche Consideration Shares being approximately S$26,960,000 (“Revised 1st Tranche Payment”). Each Seller is to be issued such number of Revised 1st Tranche Consideration Shares as set out below: WZW 3,992,410,060 RLG 500,923,273 (b) subject to the Alternative Payment Option (as defined below), on the 2nd Tranche Payment Date the Company shall issue and allot an aggregate of up to 1,123,333,334 new Shares (“Revised 2nd Tranche Consideration Shares”) at the Issue Price of S$0.006 for each new Share,...

Revised Consideration. The consideration for the Sale Shares shall be US$116,250,000 (the “Revised Consideration”) instead of US$155,000,000.