OF THE PURCHASE AND SALE OF THE F&H
MEMBERSHIP INTERESTS AND THE TRANSACTIONS RELATING THERETO (COLLECTIVELY, THE
"CLOSING") SHALL TAKE PLACE AT THE OFFICES OF BLANK ROME LLP, ONE LOGAN SQUARE,
PHILADELPHIA, PENNSYLVANIA 19103, COMMENCING AT 9:00 A.M., LOCAL TIME, ON THE
DAY IMMEDIATELY FOLLOWING THE DATE ON WHICH THE F&H LLC MERGER IS CONSUMMATED
PURSUANT TO SECTION 5.1 OF THIS AGREEMENT.
SUBJECT TO ARTICLE IX BELOW, FAILURE
TO CONSUMMATE THE PURCHASE AND SALE PROVIDED FOR IN THIS AGREEMENT ON THE DATE
AND TIME
AND AT THE PLACE DESIGNATED PURSUANT TO THIS SECTION 1.3 WILL NOT RESULT IN THE
TERMINATION OF THIS AGREEMENT AND WILL NOT RELIEVE ANY PARTY OF ANY OBLIGATIONS
UNDER THIS AGREEMENT.
THE DATE AND TIME OF THE CLOSING ARE REFERRED TO AS THE
"CLOSING DATE."
1.4
PAYMENT OF THE PURCHASE PRICE.
AT THE CLOSING, SUBJECT TO THE
SATISFACTION OR WAIVER OF EACH OF THE CONDITIONS SPECIFIED IN SECTIONS 7.1 AND
7.2 BELOW:
1.5
THE PURCHASER SHALL PAY THE PURCHASE PRICE MINUS (I) THE ESCROW
FUNDS PAYABLE IN ACCORDANCE WITH SECTION 1.5(A) BELOW; MINUS (II) THE PORTION OF
THE EXECUTIVE SALE BONUSES DUE AT THE CLOSING PURSUANT TO THE EXECUTIVE
EMPLOYMENT AGREEMENTS (THE "CLOSING DATE EXECUTIVE SALE BONUSES") PLUS 1.45% OF
THE EMPLOYER PORTION OF THE SOCIAL SECURITY TAX ON SUCH AMOUNTS OF THE EXECUTIVE
SALE BONUSES DUE AT CLOSING (ALL OF WHICH SHALL BE PAID INTO F&H LLC'S PAYROLL
ACCOUNT TO BE PAID PROMPTLY TO THE RESPECTIVE SPECIFIED EXECUTIVES IN ACCORDANCE
WITH THE PERCENTAGES PROVIDED FOR IN THE EXECUTIVE EMPLOYMENT AGREEMENTS); MINUS
(III) THE AMOUNT OF THE EXECUTIVE SALE BONUSES (OTHER THAN THE CLOSING DATE
EXECUTIVE SALE BONUSES) REQUIRED TO BE PAID TO THE SPECIFIED EXECUTIVES UNDER
THE EXECUTIVE EMPLOYMENT AGREEMENTS AFTER THE CLOSING DATE (ALL OF WHICH SHALL
BE DEPOSITED BY PURCHASER INTO A SEGREGATED "RABBI" TRUST HELD BY PNC ESCROW
SERVICES, AS TRUSTEE (THE "TRUSTEE") (THE "EXECUTIVE SALE BONUS TRUST"), TO BE
DISBURSED IN ACCORDANCE WITH A TRUST AGREEMENT IN THE FORM OF EXHIBIT 1.4(A)-1
(THE "EXECUTIVE SALE BONUS TRUST AGREEMENT")); MINUS (III) ALL AMOUNTS UNDER THE
LONG TERM INDEBTEDNESS (INCLUDING ANY PREPAYMENT PREMIUMS, FEES OR EXPENSES)
REFERENCED ON EXHIBIT 1.4(A)-2 OUTSTANDING AS OF THE CLOSING DATE (WHICH SHALL
BE PAID BY PURCHASER AT CLOSING TO PAYOFF SUCH LONG TERM INDEBTEDNESS); AND
MINUS (IV) THE AMOUNT OF SELLER TRANSACTION EXPENSES PREVIOUSLY PAID BY THE
COMPANY PRIOR TO THE CLOSING DATE, TO THE RESPECTIVE SELLERS, PRO RATA IN
ACCORDANCE WITH THE PERCENTAGE AMOUNTS SET FORTH NEXT TO EACH SELLER'S NAME ON
EXHIBIT 1.4(A)-3 ATTACHED HERETO (THE "SPECIFIED SHAREHOLDER PERCENTAGES"), BY
WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS PURSUANT TO WRITTEN INSTRUCTIONS
DELIVERED TO THE PURCHASER PRIOR TO THE CLOSING;
(A)
THE PURCHASER SHALL PAY SEVEN MILLION TWO HUNDRED SEVENTY-FIVE
THOUSAND DOLLARS ($7,275,000) (THE "ESCROW FUNDS") TO THE ESCROW AGENT BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS PURSUANT TO WRITTEN INSTRUCTIONS
DELIVERED TO THE PURCHASER PRIOR TO THE CLOSING TO BE HELD IN AN ESCROW ACCOUNT
(THE "ESCROW ACCOUNT") ESTABLISHED IN ACCORDANCE WITH, AND SUBJECT TO