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 Xxxxx Xxxxxxxxxx and Xxxxx Xxxxxxx for three years. The minimum salary levels are agreed to be: Xxxxx Xxxxxxxxxx - $150,000 US Dollars per annum and Xxxxx Xxxxxxx - £100,000 GBP per annum. Xxxxx Xxxxxxxxxx shall be President and COO for the Seller. Xxxxx Xxxxxxx 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 Xxxxxx 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 Xxxxxx Financial Corporation, and there is no other consideration, in cash, securities or warrants owed to Xxxxxx 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 Xxxxx Xxxxxxxxxx and Xxxxx Xxxxxxx for three years. The minimum salary levels are agreed to be: Xxxxx Xxxxxxxxxx - $150,000 US Dollars per annum and Xxxxx Xxxxxxx - £100,000 GBP per annum. Xxxxx Xxxxxxxxxx shall be President and COO for the Seller. Xxxxx Xxxxxxx 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 Xxxxxx 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 Xxxxxx Financial Corporation, and there is no other consideration, in cash, securities or warrants owed to Xxxxxx Financial Corporation.. EXHIBIT B DISCLOSURE SCHEDULE ANNEX I EXCEPTION TO SELLER’S REPRESENTATIONS AND WARRANTIES §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. The Buyer agrees to shall deliver to the Seller at the Closing a commitment 103,569,600 fully paid and non-assessable shares of RGI Stock as the "Base Purchase Price." The parties acknowledge and agree that the number of shares of RGI Stock to be delivered at the benefit Closing in payment of the Seller Base Purchase Price represents the audited book value of Xxxxxx Group as of March 29, 1997, divided by $0.625 per share of RGI Stock so issued. Promptly following the Closing Date, but in any event no later than 45 days thereafter, Buyer will prepare a draft combined balance sheet for a Conditional Guaranty in favor Xxxxxx Group and its Subsidiaries as 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) Closing Date (the "Purchase ConsiderationClosing Balance Sheet"). Seller will review the Closing Balance Sheet and provide Buyer agrees that with any objections thereto within 30 days after Seller's receipt thereof. If Seller does not object within such 30-day period, then the Seller shall provide employment contracts and full benefits for both Xxxxx Xxxxxxxxxx and Xxxxx Xxxxxxx for three years. The minimum salary levels are agreed to be: Xxxxx Xxxxxxxxxx - $150,000 US Dollars per annum and Xxxxx Xxxxxxx - £100,000 GBP per annum. Xxxxx Xxxxxxxxxx Closing Balance Sheet shall be President deemed to be accepted by Seller and COO for shall become final. If Seller does object to the SellerClosing Balance Sheet, then the Parties will use best efforts to resolve any such objections within 30 days. Xxxxx Xxxxxxx If the Parties are unable to resolve such objections within such 30-day period, then any disputed items will be resolved by an accounting firm designated jointly by the Parties and the Closing Balance Sheet shall be CEO and VP Sales and Marketing for finalized in accordance with the Sellerdetermination of such firm. The Seller is intended to operate Upon finalization of the Closing Balance Sheet as a subsidiary within provided above, 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 Base Purchase Price shall either be (a) increased by the Seller amount, if any, by which the book value of certain assets from Xxxxxx Group and its Subsidiaries as shown on the Loral Entities is expected to be a cash-less transaction Closing Balance Sheet exceeds such book value as $250,000 Dollars purchase price will be taken from prepaid revenue owing of March 29, 1997; or (b) decreased by the amount, if any, by which the book value of Xxxxxx Group and its Subsidiaries as of March 29, 1997 exceeds such book value as of March 29, 1997. Any such adjustment to the Seller on closing. All other monies due by the Seller to the Loral Entities Base Purchase Price shall be settled in the transaction agreement will be taken from operating funds and are not part shares of the Seller’s equity purchase. The Buyer shall provideRGI Stock, valued, in a timely fashioneither case, capitalization funding to the Seller to cover certain cash flow and capital expenditures deficit for a period of two years at $0.625 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 Xxxxxx 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 Xxxxxx Financial Corporation, and there is no other consideration, in cash, securities or warrants owed to Xxxxxx Financial Corporationshare.