International Multifoods Corporation and Affiliated Companies - Page 13

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               In addition, article VII, paragraph 1, listed various                  
          consents, approvals, assignments, and other documents that                  
          petitioner was required to deliver to Duskin with respect to the            
          transfer of the trademarks, franchise agreements, and supplier              
          agreements for the operating countries.  Article VII, paragraph             
          2, provided that a portion of the purchase price would be                   
          refunded if petitioner was unable to deliver the requisite                  
          documents for one or more of the operating countries.  The                  
          amount of the refund was dependent upon the number of operating             
          countries with respect to which petitioner was unable to deliver            
          all necessary documents:                                                    

          No. of Operating Countries                                                  
          With Respect to Which Post-                                                 
          Closing Assignments and                                                     
          Consents Are not Delivered           Purchase Price Adjustment              
          4                           $700,000 or $500,000 and                        
          Hawaii license                                                              
          3                           $400,000 or $200,000 and                        
          Hawaii license                                                              
          2                           $150,000 or $50,000 and                         
          Hawaii license                                                              
          1                           Hawaii license                                  

               1"Hawaii license" is a reference to a provision in the                 
          purchase agreement that permitted Duskin to opt for a perpetual,            
          prepaid license to use the Mister Donut trademark in Hawaii in              
          exchange for a reduction in the amount of cash to be refunded               
          from petitioner.                                                            

          Petitioner satisfied all the terms in the purchase agreement, and           
          no price adjustments were made.                                             

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Last modified: May 25, 2011