Paid Shares

Paid Shares. That number of shares of Common Stock to be retained by TPL or transferred to PT Holding or Valeura pursuant to Section 4.3 as a result of the final resolution of an Indemnification Claim, calculated as follows: (i) Indemnified Damages divided by (ii) the Fair Market Value for the Common Stock as of the day prior to the date of the Joint Notice relating thereto. When determining the number of Paid Shares, fractional shares shall be rounded to the nearest number of full shares.