Extract to table

The Definitive Agreement shall contain terms and conditions consistent with those set forth in this LOI and otherwise customary for transactions of this nature and size

The aggregate purchase price for one hundred percent (100%) of the capital stock of the Company shall be Three Hundred Fifty Million Dollars ($350,000,000) (the "Purchase Price"), payable in cash at the Closing, subject to the adjustments described in Section 1

The Purchase Price is on a cash-free, debt-free basis, meaning that the Company shall have no indebtedness (as to be defined in the SPA) at Closing and Buyer shall not receive the benefit of any cash or cash equivalents of the Company at Closing, in each case subject to customary adjustments as described herein

Based on 10,000,000 fully diluted shares of the Company (comprising 7,850,000 shares of common stock, 1,500,000 shares of Series A Preferred Stock (on an as-converted basis), and 650,000 shares subject to outstanding options under the Stock Plan), the implied per-share price shall be Thirty-Five Dollars ($35

The SPA shall include a net working capital adjustment mechanism

In the event that the Closing NWC (the net working capital of the Company as of immediately prior to Closing, calculated using the same methodology) exceeds the Target NWC, the Purchase Price shall be increased on a dollar-for-dollar basis by the amount of such excess