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APPENDIX A
STOCK SALE AGREEMENT
2. Purchase and Sale of Shares
2.1 Sale of Shares. Subject to the terms and
conditions set forth in this Agreement, and in consideration for
the Purchase Price set forth in Section 2.2 below, Shareholders
will sell and deliver to Purchaser at the time of Closing a total
of One Thousand (1,000) shares of the Company’s Common Stock (the
“Shares”). Each Shareholder will sell and deliver to Purchaser
the number of Shares set forth opposite such Shareholder’s name
on Exhibit A hereto and deliver duly endorsed stock certificates
or certificates accompanied by executed assignments separate from
the certificates.
2.2 Purchase Price. The Purchase Price for the Shares
shall be Nine Million Dollars ($9,000,000.00), subject to the
adjustment procedure described in Subsection 2.3 below. The
Purchase Price shall be payable as follows:
2.2.1 One Million Five Hundred Thousand Dollars
($1,500,000.00) in cash, which shall be paid to the
Shareholders at Closing;
2.2.2 Two Million Three Hundred Thousand Dollars
($2,300,000.00) in cash, which shall be paid into an
escrow account * * * with First Interstate Bank of
Washington, N.A. * * * at Closing and be used to pay
the balance of the Purchase Price pursuant to
Subsection 2.3 below; and
2.2.3 The balance of Five Million Two Hundred
Thousand Dollars ($5,200,000.00) shall be paid in
accordance with the terms of four (4) promissory notes,
each in the form of Exhibit B, made payable to BOCHICA
Partners in the following amounts: $2,063,492.00;
$1,031,746.00; $1,031,746.00; and $1,073,016.00,
respectively. The obligations under the Promissory
Notes shall be secured by an irrevocable letter of
credit in the amount of $5,239,000.00 to be issued by
any one of Den norske Bank, Industri & Skipsbanken,
Union Bank of Norway, or Christiania Bank og
Kreditkasse in a form acceptable to Shareholders, which
acceptance shall not be unreasonably withheld.
2.3 Adjustment to Purchase Price. Upon execution of
this Agreement, Shareholders shall instruct the accounting firm
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