The Vendor holds 10.417% of the issued share capital in Ricocure. In the event that, on the date of such a sale, the average market price of the Common Shares as quoted on the AIM market of the London Stock Exchange plc ("AIM") is less than 30p per Common Share, then the shortfall shall be paid by the Company to the Vendor in cash on completion of the Agreement subject to a maximum cap of £0.04 per Common Share. There are exceptions in respect of completed bona fide third party takeover offers or arrangements, amalgamations or similar transactions involving the acquisition by a third party of 50% or more of the outstanding Common Shares.