Supercuts 2008 Annual Report Download - page 135

2.3 Purchase Price.
(a) The aggregate purchase price (the " Purchase Price ") for the Shares shall equal $31,782,933.00.
(b) Following Closing, the Purchase Price shall be reduced by the sum of the following amounts:
(i) the amount (if any) by which the Pre-Closing Shutdown Liability exceeds $683,331; plus
(ii) the amount (if any) by which the Headquarter Cost exceeds $1,014,770; plus
(iii) the amount (if any) by which (A) the Indebtedness of the Company and its Subsidiaries as of Closing less the Indebtedness
Addback, exceeds (B) $4,200,000; plus
(iv) the amount (if any) by which the Buyout Adjustment Amount exceeds $369,880; plus
(v) the amount (if any) by which the Headquarter Severance exceeds $0.
For the purposes of this Agreement and the Consulting Agreement (as defined in Section 3.1), the " Excess Amount
" shall be equal to the sum of
the amounts specified in clauses (i) to (v) above; provided, that if any amount of Indebtedness Excess is deducted at Closing (and not returned to
the Seller pursuant to Section 2.5(d) ), such amount shall be deducted from the Excess Amount. The Excess Amount, if any, may be recovered
(x) from the Escrow Funds (as defined in the Escrow Agreement) in the Escrow Account (as defined in the Escrow Agreement), and/or (y) by
reducing annual fee payments for Phase II Services to CC Newco under the Consulting Agreement as provided therein, which shall be the sole
sources of recourse of Buyer Parties for recovery of such amounts. The components of the Excess Amount shall be determined from time to time
as provided in Section 2.4 and 2.5 , below, provided that, notwithstanding anything to the contrary in Section 2.4 and 2.5 below, the Buyer and
Seller may, from time to time, agree in writing as to the final resolution of the amount payable under one of the clauses (i) to (v) above, in which
case the matters under such clause need not be included in the determinations to be made pursuant to Section 2.4 and 2.5 .
(c) If the actual amount of any of the components of the Excess Amount specified in clauses (b)(i) to (b)(v) above, is less than the
specified target amount, the difference shall be applied to reduce, on a dollar for dollar basis (but not to an amount below $0), the amount of
$889,553 specified in Section 4.1(1)(a) of the Consulting Agreement.
2.4 BeautyFirst Headquarter Facility Matters.
(a) The Buyer agrees that it will give the Seller and CC Newco at least 75 days prior written notice of its intention to close, cease or
materially reduce operations at the Headquarter Facility in a manner that would reasonably be expected to result in Headquarter Costs.
(b) If the Buyer intends to close, cease or materially reduce operations at the Headquarter Facility, the Buyer Parties will give the Seller,
CC Newco, Steven Hudson and Powell the opportunity to generally manage, direct and supervise any and all material activities (including,
without limitation, provision of notices, termination or transfer of employees, termination or settlement of lease or sublease obligations and
related obligations and/or finding successor or replacement tenants) in relation to such closure, cessation or reduction of operations on behalf of
the Buyer and BeautyFirst in a reasonable manner with a view to eliminating, reducing or mitigating any related costs and expenses (including
Headquarter Costs) and minimizing negative impact on the overall business of the Buyer and BeautyFirst, all subject to the ultimate oversight,
direction and approval of the Buyer. The Buyer Parties will provide reasonable cooperation in connection therewith.
(c) Within three hundred (300) days after the date of Closing, the Seller shall prepare and deliver to Buyer a preliminary statement (the "
Preliminary Headquarter Cost Statement
") setting forth the estimated Headquarter Cost (unless such costs are otherwise agreed as provided in
the final sentence of Section 2.3(c) ). The Buyer Parties and Seller Parties shall cooperate as reasonably requested in
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