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, , ARTICLE IV Distribution of Sales Proceeds and Unsold Books 4.1 All sales prices for Surplus Books shall be determined by BWB in its sole discretion. 4.2 Proceeds from sales of Surplus Books supplied by SAPl shall be disbursed as follows: (a) 15% of net proceeds are paid to SAPl on a quarterly basis (b) 5% of net proceeds are paid on a quarterly basis directly to Friends of READ/Orange County as the Literacy Partner pre-approved by BWB. (c) 80% of net proceeds are retained as a commission by BWB to cover all operating expenses incurred in connection with collecting, transporting, processing, inventorying, shipping, marketing, selling, providing customer service, and developing software for the volume of books received from SAPL. 4.3 Net Proceeds shall be the amount received from the third-party marketplace, less the commission paid to the online marketplace and any reimbursement expenses (I.e. shipping, handling, etc.). 4.4 No percentage of net proceeds shall be payable to SAPl for any shipment of books of less than the minimum shipment amount as set forth in Article II, Paragraph 2.3. 4.5 Any non-merchantable books (due to condition and/or failure to sell within a timeframe to be determined solely by BWB) may be discarded in an environmentally sensitive manner or donated at any time by BWB to a Literacy Partner or any other tax-exempt organization of BWB's choosing, and no further compensation shall be due to SAPL. Literacy Partners are those non-profit or charitable organizations dedicated to providing or supporting literacy, books, and reading programs selected by BWB in its own discretion. 4.6 BWB reserves the right to take any book offline at anytime. Books that are not sold shall be discarded in an environmentally sensitive manner or donated to any Literacy Partner of BWB's choosing. 4.7 Payment of the amount determined in Paragraph 4.2., above shall be made on a quarterly basis and postmarked within thirty (30) days from the last day of the calendar on March 31.t, June 30th, September 30th, and December 31.,- For the purposes of this agreement, the first payment will become due within thirty (30) days from March 31, 2007. 4.8 BWB's records relating to the determination of net proceeds and amounts payable to SAPl under Paragraph 4.2(a) shall be available during normal business hours for examination by an accountant selected by SAPl, solely for the purpose of verifying payments hereunder. If conducting such examinations, SAPl's accountant shall have access to all records which SAPl reasonably believes to be relevant to the calculation of the payments. Such examination shall be at SAPl's expense. - 3 -