4% Uses in Purchase Price Clause

Purchase Price from Amendment to Share Purchase Agreement

AMENDMENT TO SHARE PURCHASE AGREEMENT, dated as of December 14, 2016 (this Amendment), by and among Uranium Resources, Inc., a Delaware corporation (URI), URI, Inc., a Delaware corporation (IntermediateCo), and Laramide Resources Ltd., a corporation organized under the Canada Business Corporations Act (Purchaser and together with the Sellers, each a Party and collectively, the Parties), to the Share Purchase Agreement, dated April 7, 2016, by and among URI, IntermediateCo and Purchaser, as amended by that Letter Agreement among the Parties dated effective as of September 30, 2016 (collectively, the Agreement). URI and IntermediateCo are each referred to herein as a Seller and collectively as the Sellers. All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Agreement.

Purchase Price. Section 3.01(a) of the Agreement is hereby amended and restated in its entirety as follows: The aggregate purchase price for the Transferred Shares consists of (i) US$2,500,000 in cash (the Cash Purchase Price), of which US$250,000 was paid by the Purchaser on October 21, 2016, (ii) a promissory note in the amount of US$5,000,000 (the Note), (iii) a four percent (4%) retained net smelter return royalty on the Churchrock Project, as more particularly described in the Royalty Deed (the Royalty), and (iv) the issuance by Purchaser to URI of that number of shares of Purchasers common stock (the Shares) that is equal to US$500,000 divided by the per Share price paid by investors in an equity raise by Purchaser occurring substantially concurrently with the Closing, together with warrants to purchase shares of the Purchasers common stock or other securities of the Purchaser to the extent that Purchaser issues warrants to investors in the concurrent equity raise, which warrants shall contain the same warrant coverage, exercise price and other terms as contained in the concurrent equity raise (the Warrants). Subject to Section 3.01(b), Purchaser will at the Closing pay to URI the Cash Purchase Price by wire transfer of immediately available funds to such bank account as URI designates in writing to Purchaser at least two (2) Business Days prior to Closing. At the Closing, URI will execute and deliver a subscription agreement with respect to the issuance of the Shares in a customary form to be agreed between the Parties. Issuance of the Shares at Closing and at any other time by Purchaser is subject to the approval of the Toronto Stock Exchange.

Purchase Price from Amended and Restated

This Amended and Restated Asset Purchase Agreement (the "Agreement") is made and entered into as of February 28, 2015 by and between MD Energy, LLC, a Nevada limited liability company, which has a mailing address at 9291 9th Street, Rancho Cucamonga, California 91730 ("MDE" or "Seller"), Daniel J. Mitchell and Andrea C. Mitchell (collectively, the "MDE Members"), Solar3D, Inc., a Delaware corporation ("Parent"), and MD Energy, Inc., a California corporation and wholly owned subsidiary of Parent ("Buyer" or "Company"), with respect to the following facts:

Purchase Price. As consideration for the sale by Seller of the Assets to the Company on the Closing Date, the Company will pay to Seller $3,500,000 plus or minus the applicable Working Capital Surplus or Working Capital Deficit (each as defined below) (the "Purchase Price"), $850,000 of which is payable in cash as set forth in in Section 1.6(c) (the "Cash Payment"), and $2,650,000 of which is payable in installments over a period of five years after the Closing Date, as defined in Section 4.1 of this Agreement, pursuant to the Parent's convertible promissory note bearing simple interest the rate of 4% per annum (the "Note") in the form of the promissory note attached to this Agreement as Exhibit C. The Note will be unsecured. The Cash Payment will be made to Seller by wire transfer or cashiers or certified check made payable to Seller at the times set forth in Section 1.6(c). In the event of a Working Capital Surplus (defined below), Buyer shall pay to Seller the Working Capital Surplus by wire transfer or cashier or certified check made payable to Seller, within thirty (30) days after the Closing. In the event of a Working Capital Deficit (defined below), the final payment described in Section 1.6(c) shall be reduced by the amount of the Working Capital Deficit. At or prior to the Closing, Buyer will deliver the $400,000 of the Cash Payment and the executed Note to Seller.

Purchase Price from Asset Purchase Agreement

This Asset Purchase Agreement (the "Agreement") is made and entered into as of November __, 2014 by MD Energy, LLC, a Nevada limited liability company, which has a mailing address at 9291 9th Street, Rancho Cucamonga, California 91730 ("MDE" or "Seller"), Daniel Mitchell and Andrea Mitchell (collectively, the "MDE Members"), and Solar3D, Inc., a Delaware corporation ("Buyer" or "Company"), with respect to the following facts:

Purchase Price. As consideration for the sale by Seller of the Assets to the Company on the Closing Date, the Company will pay to Seller $3,800,000 plus or minus the applicable Working Capital Surplus or Working Capital Deficit (each as defined below) (the "Purchase Price"), $1,000,000 of which is payable in cash at the Closing, as defined in Section 4.1 of this Agreement (the "Cash Payment"), and $2,800,000 of which is payable in installments over a period of five years after the Closing Date, as defined in Section 4.1 of this Agreement, pursuant to a convertible promissory note bearing simple interest the rate of 4% per annum (the "Note") in the form of the promissory note attached to this Agreement as Exhibit C. The Note will be unsecured. The Cash Payment will be made to Seller by wire transfer or cashiers or certified check made payable to Seller at the Closing. In the event of a Working Capital Surplus (defined below), Buyer shall pay to Seller the Working Capital Surplus by wire transfer or cashier or certified check made payable to Seller, within thirty (30) days after the Closing. In the event of a Working Capital Deficit (defined below), the principal amount of the Note shall be reduced by the amount of the Working Capital Deficit. At the Closing, Buyer will deliver the Cash Payment and the executed Note to Seller.

Purchase Price from Asset Purchase Agreement

This Asset Purchase Agreement (this "Agreement"), dated as of July 15, 2013 is entered into between ENGlobal U.S., Inc., a Texas corporation (collectively "Seller") and FURMANITE AMERICA, INC., a Delaware corporation ("Buyer").

Purchase Price. The aggregate purchase price for the Purchased Assets of Thee Million Five Hundred Thousand Dollars ($3,500,000.00), plus the Estimated Net Working Capital (less the Net Working Capital Discount), payable in the form of cash and a note payable to be executed upon closing of the Transaction (the "Closing"). The note and cash are collectively referred to as the "Purchase Price". The note payable will be in the principal amount of $3,500,000.00, with 4% annual interest paid over four (4) years, with the first principal and interest payment of $964,215.16 (to be paid annually), occurring September 1, 2014. The Promissory Note will be secured by a Parent Company Guarantee, each substantially prepared in the form of Exhibit A. The Estimated Net Working Capital less the Net Working Capital Discount will be paid at Closing in cash. The "Estimated Net Working Capital" shall be defined as the closest approximation to Net Working Capital that Seller can reasonably make as of the Closing Date, based on its accounting, time entry and billing systems. The "Net Working Capital Discount" shall be $400,000.00. The actual Net Working Capital (as defined in Article 1), transferred on the Closing Date will be established by Seller, with assistance from Buyer within ninety (90) days of the Closing Date, based on GAAP accounting standards. If the Actual Net Working Capital is more than the Estimated Net Working Capital paid at Closing, Buyer will pay Seller the difference. If the actual Net Working Capital is less than the Estimated Net Working Capital, Seller will refund the difference to Buyer. A Net Working Capital calculation prepared as of March 30, 2013, is attached as Schedule 2.05 for reference.

Purchase Price from Amended and Restated

This AMENDED AND RESTATED SPLIT-OFF AGREEMENT , dated as of May 2, 2013 (this Agreement), is entered into by and among Global Casinos, Inc, a Utah corporation (Seller or Global Casinos), Global Split-Off, LLC, a Colorado limited liability company (Split-Off Subsidiary), and Gemini Gaming, LLC, a Colorado limited liability company (Buyer).

Purchase Price. The purchase price (Purchase Price) for the Shares shall be (i) the assumption by Split-Off Subsidiary of the Assigned Liabilities, plus (ii) an amount equal to the net tangible book value of Seller as of the most recently completed fiscal quarter prior to the Closing Date, as defined below (the Seller NTBV) reduced by the Excluded Assets and increased by the Excluded Liabilities. The Purchase Price shall be evidenced by Buyers promissory note in favor of Seller (Buyer Note) which shall provided for payment of the principal amount thereof, together with interest at the rate of 4% per annum, in equal quarterly installments of principal and interest amortized over a term of 20 years. The Buyer Note shall be secured by a pledge and security agreement covering 100% of the outstanding shares of the Split-Off Subsidiary. III. CLOSING .

Purchase Price

This Asset Purchase Agreement ("Agreement") is made and entered into this 9th day of June, 2010, by and between MLM Holdings, Inc., a Michigan Corporation, (referred to herein as "Seller"), and AL Global Corporation , a California Corporation, DBA Youngevity (referred to herein as "Buyer"). Whereas Seller is an established corporation in the marketing and sale of products related to Nutritional products and has developed a Distributorship Organization of Independent Business Owners (IBO) or independent authorized agents for the sale of its products, including the Makaila Morgan, My Escape Vacations, Xymetri, Digital Discounts product brands. Whereas Buyer wishes to acquire and seller wishes to sell I transfer, among other things, its Distributorship Organization and the Makaila Morgan, My Escape Vacations, Xymetri, Digital Discounts product lines and this Agreement is to witness the following:

Purchase Price. Seller shall receive from Purchaser certain fees as described below for the purchase of the Described Property. A.) Royalties. Seller shall receive ten percent (10%), of the Net Sales from all members of Seller's Distributorship Organization for the first forty-eight (48) months. Thereafter, Seller shall receive four percent (4%), of the Net Sales from all members of Seller's Distributorship Organization. Net Sales shall mean the gross invoiced sales price for all Products, Consignment Inventory and/or future manufactured products sold by Purchaser and its affiliates to third parties, less the following amounts: (I) credits or allowances actually given or made for rejection of, and for uncollectible amounts on, or return of previously sold Products; (2) any charges for freight, freight insurance, shipping, and other transportation costs; (3) any tax, tariff, duty or governmental charge; and (4) any import or export duties or their equivalent borne by the seller. B.) Cash Bonus. Purchaser shall pay Seller a one-time bonus, to be paid upon achieving certain sales objectives within a 48 month time frame.

Purchase Price

This Asset Purchase Agreement ("Agreement") is made and entered into this 9th day of June, 2010, by and between MLM Holdings, Inc., a Michigan Corporation, (referred to herein as "Seller"), and AL Global Corporation , a California Corporation, DBA Youngevity (referred to herein as "Buyer"). Whereas Seller is an established corporation in the marketing and sale of products related to Nutritional products and has developed a Distributorship Organization of Independent Business Owners (IBO) or independent authorized agents for the sale of its products, including the Makaila Morgan, My Escape Vacations, Xymetri, Digital Discounts product brands. Whereas Buyer wishes to acquire and seller wishes to sell I transfer, among other things, its Distributorship Organization and the Makaila Morgan, My Escape Vacations, Xymetri, Digital Discounts product lines and this Agreement is to witness the following:

Purchase Price. Seller shall receive from Purchaser certain fees as described below for the purchase of the Described Property. A.) Royalties. Seller shall receive ten percent (10%), of the Net Sales from all members of Seller's Distributorship Organization for the first forty-eight (48) months. Thereafter, Seller shall receive four percent (4%), of the Net Sales from all members of Seller's Distributorship Organization. Net Sales shall mean the gross invoiced sales price for all Products, Consignment Inventory and/or future manufactured products sold by Purchaser and its affiliates to third parties, less the following amounts: (I) credits or allowances actually given or made for rejection of, and for uncollectible amounts on, or return of previously sold Products; (2) any charges for freight, freight insurance, shipping, and other transportation costs; (3) any tax, tariff, duty or governmental charge; and (4) any import or export duties or their equivalent borne by the seller. B.) Cash Bonus. Purchaser shall pay Seller a one-time bonus, to be paid upon achieving certain sales objectives within a 48 month time frame.

PURCHASE PRICE from Purchase Agreement

The following terms shall have the meaning ascribed to them on the respective pages of this Agreement referred to below.

PURCHASE PRICE. The purchase price to be paid by the Purchaser to the Sellers under this Agreement shall correspond to the total amount of:(a)an amount equal to (i) EUR 1,341,900,000.00 (in words: one billion three hundred forty-one million nine hundred thousand euros) as consideration for the Sold Shares (the "Base Purchase Price") plus (ii) 4% (in words: four percent) interest per annum on the Base Purchase Price from (including) October 01, 2012 until (but not including) the day of the actual receipt of the Total Purchase Price by the Sellers, minus (iii) the amount of the Group Contribution Receivable (as defined below), plus (iv) the amount of the Finish Loan Receivable (the sum of the amounts under (i) through (iv) together the "Purchase Price"),(b)plus the Receivables Excess Amount, or minus the Payables Excess Amount, as the case may be.(the sum or balance, as the case may be, of (a) and (b) together the "Total Purchase Price"),and the Purchase Price shall be allocated between the Sold Shares in such way as the Parties shall reasonably agree prior to Closing based on a proposal to be made by the Purchaser.

PURCHASE PRICE from Purchase Agreement

The following terms shall have the meaning ascribed to them on the respective pages of this Agreement referred to below.

PURCHASE PRICE. The purchase price to be paid by the Purchaser to the Sellers under this Agreement shall correspond to the total amount of:(a)an amount equal to (i) EUR 1,341,900,000.00 (in words: one billion three hundred forty-one million nine hundred thousand euros) as consideration for the Sold Shares (the "Base Purchase Price") plus (ii) 4% (in words: four percent) interest per annum on the Base Purchase Price from (including) October 01, 2012 until (but not including) the day of the actual receipt of the Total Purchase Price by the Sellers, minus (iii) the amount of the Group Contribution Receivable (as defined below), plus (iv) the amount of the Finish Loan Receivable (the sum of the amounts under (i) through (iv) together the "Purchase Price"),(b)plus the Receivables Excess Amount, or minus the Payables Excess Amount, as the case may be.(the sum or balance, as the case may be, of (a) and (b) together the "Total Purchase Price"),and the Purchase Price shall be allocated between the Sold Shares in such way as the Parties shall reasonably agree prior to Closing based on a proposal to be made by the Purchaser.

Purchase Price

This Asset Purchase Agreement ("Agreement") is made and entered into this 9th day of June, 2010, by and between MLM Holdings, Inc., a Michigan Corporation, (referred to herein as "Seller"), and AL Global Corporation , a California Corporation, DBA Youngevity (referred to herein as "Buyer"). Whereas Seller is an established corporation in the marketing and sale of products related to Nutritional products and has developed a Distributorship Organization of Independent Business Owners (IBO) or independent authorized agents for the sale of its products, including the Makaila Morgan, My Escape Vacations, Xymetri, Digital Discounts product brands. Whereas Buyer wishes to acquire and seller wishes to sell I transfer, among other things, its Distributorship Organization and the Makaila Morgan, My Escape Vacations, Xymetri, Digital Discounts product lines and this Agreement is to witness the following:

Purchase Price. Seller shall receive from Purchaser certain fees as described below for the purchase of the Described Property. A.) Royalties. Seller shall receive ten percent (10%), of the Net Sales from all members of Seller's Distributorship Organization for the first forty-eight (48) months. Thereafter, Seller shall receive four percent (4%), of the Net Sales from all members of Seller's Distributorship Organization. Net Sales shall mean the gross invoiced sales price for all Products, Consignment Inventory and/or future manufactured products sold by Purchaser and its affiliates to third parties, less the following amounts: (I) credits or allowances actually given or made for rejection of, and for uncollectible amounts on, or return of previously sold Products; (2) any charges for freight, freight insurance, shipping, and other transportation costs; (3) any tax, tariff, duty or governmental charge; and (4) any import or export duties or their equivalent borne by the seller. B.) Cash Bonus. Purchaser shall pay Seller a one-time bonus, to be paid upon achieving certain sales objectives within a 48 month time frame.