Common use of Closing Payment Clause in Contracts

Closing Payment. At the Closing, the Buyer shall pay the Share Exchange Consideration by means of wire transfer of immediately available funds as follows: (a) to the Payment Agent (as defined in Section 2.3), the sum of Eighty-Six Million Dollars ($86,000,000) less the Company Financial Advisor Fee ( as defined in paragraph (d) below), less the Options Tax Withholding, and plus or minus the Estimated Net Book Value Adjustment (defined in Section 2.6(a)) (the "Closing Payment"); (b) to Firstar Bank Milwaukee, N.A. (the "Escrow Agent"), the sum of Two Million Dollars ($2,000,000) (the "Purchase Price Adjustment Escrow") to be held by the Escrow Agent in accordance with the terms of a Purchase Price Adjustment Escrow Agreement, substantially in the form of Exhibit C attached hereto (the "Purchase Price Adjustment Escrow Agreement"), which amount shall be applied to the payment of the Final Net Book Value Adjustment as provided in Section 2.6(g); (c) to the Escrow Agent, the sum of Seven Million Dollars ($7,000,000) (the "Indemnity Escrow") to be held by the Escrow Agent in accordance with the terms of an Indemnity-Escrow Agreement, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount shall be used as a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; and (d) to D▇▇▇▇▇▇▇▇▇ & Associates, Inc., the amount of its financial advisor fees and expenses due from the Company (the "Company Financial Advisor Fee"), as set forth in a statement that shall be delivered by the Company to the Buyer not later than three (3) days prior to the Closing Date, and which shall be signed by D▇▇▇▇▇▇▇▇▇ & Associates and shall certify that the amount to be paid as set forth thereon represents the entire amount that D▇▇▇▇▇▇▇▇▇ & Associates will look to the Company to pay in respect of its fees and expenses, and that, upon receipt of such amount, D▇▇▇▇▇▇▇▇▇ and Associates shall have no further claim against the Company or Buyer for the payment of any such fees or expenses and instead will look solely to the Payment Agent or the Liquidating Trust (as those terms are defined below) to pay on behalf of the Eligible Shareholders (out of the Payment Funds, as defined below) any additional such amounts that may be due it.

Closing Payment. At the ClosingSubject to adjustment as provided for herein, the Buyer KIT shall pay to the Share Exchange Consideration Cash Escrow Agent Seven Million Five Hundred Thousand Dollars ($7,850,000) in cash by means of wire transfer of immediately available funds as follows: (athe “Cash Consideration”); and Nineteen Million One Hundred Fifty Thousand Dollars ($19,150,000) to (the Payment Agent “Base Purchase Price”) in KIT Common Shares determined by dividing (x) the Adjusted Base Purchase Price (as defined in Section 2.32.6(g) below) by (y) the Weighted Average Price for the 20 trading days immediately preceding the Closing (the “KIT Closing Shares”). The parties shall prepare and agree upon a “Flow of Funds” memorandum setting forth the details of each Closing Date payment, including, without limitation, the sum of Eighty-Six Million Dollars ($86,000,000) less payor, payee, wiring or other payment instructions and other reasonably requested information. In furtherance thereof, KIT shall cause to be issued and delivered at or promptly following the Company Financial Advisor Fee ( as defined in paragraph Closing, subject to clauses (d) through (h) of this Section 2.6: (i) instructions to the Transfer Agent of KIT to issue in the name of the Company, or as directed by the Company in writing, the KIT Closing Shares deliverable at the Closing (less the number of Escrow Shares (as defined below), less the Options Tax Withholding, and plus or minus the Estimated Net Book Value Adjustment (defined in Section 2.6(a)) (the "Closing Payment"); (bii) instructions to the Transfer Agent of KIT to issue in the name of the Company, or as directed by the Company in writing, the Escrow Shares to be delivered at the Closing to the Stock Escrow Agent; and (iii) cash payments in immediately available funds (or stock payments, as applicable) to Firstar Bank Milwaukee, N.A. the creditors and payees set forth on Schedule 2.3(f) in the amounts set forth opposite each such entity’s name under the heading “Cash Amount Due at Closing” (it being understood that such cash payments will reduce the "Escrow Agent"), the sum of Two Million Dollars ($2,000,000) (the "Base Purchase Price Adjustment Escrow") to be held by the Escrow Agent in accordance with the terms of a Purchase Price Adjustment Escrow Agreement, substantially in the form of Exhibit C attached hereto (the "Purchase Price Adjustment Escrow Agreement"), which amount shall be applied to the payment of the Final Net Book Value Adjustment as provided set forth in Section 2.6(g) below); (c) to the Escrow Agent, the sum of Seven Million Dollars ($7,000,000) (the "Indemnity Escrow") to be held by the Escrow Agent in accordance with the terms of an Indemnity-Escrow Agreement, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount shall be used as a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; and (d) to D▇▇▇▇▇▇▇▇▇ & Associates, Inc., the amount of its financial advisor fees and expenses due from the Company (the "Company Financial Advisor Fee"), as set forth in a statement that shall be delivered by the Company to the Buyer not later than three (3) days prior to the Closing Date, and which shall be signed by D▇▇▇▇▇▇▇▇▇ & Associates and shall certify that the amount to be paid as set forth thereon represents the entire amount that D▇▇▇▇▇▇▇▇▇ & Associates will look to the Company to pay in respect of its fees and expenses, and that, upon receipt of such amount, D▇▇▇▇▇▇▇▇▇ and Associates shall have no further claim against the Company or Buyer for the payment of any such fees or expenses and instead will look solely to the Payment Agent or the Liquidating Trust (as those terms are defined below) to pay on behalf of the Eligible Shareholders (out of the Payment Funds, as defined below) any additional such amounts that may be due it.

Closing Payment. At (a) On the ClosingClosing Date, Purchaser shall acquire the Buyer Purchased Assets and shall assume the Assumed Liabilities. (b) Pursuant to Section 3.2(b), on the Closing Date, Seller shall pay to Purchaser (or, in the Share Exchange Consideration event that the payment calculated pursuant hereto is a negative number, Purchaser shall pay to Seller the absolute value of such figure) by means of electronic wire transfer of immediately available funds as followsin an amount in U.S. dollars (the “Closing Payment”) equal to: (a1) an amount equal to the Payment Agent aggregate Net Book Value, as set forth on the Closing Statement (as defined in Section 2.33.2(a)), of the sum of Eighty-Six Million Dollars ($86,000,000i) less the Company Financial Advisor Fee ( as defined in paragraph Assumed Deposits, plus Accrued Interest and Fees thereon and (dii) below)the other Assumed Liabilities, less the Options Tax Withholding, and plus or minus the Estimated Net Book Value Adjustment MINUS (defined in Section 2.6(a)2) an amount (the "Closing Payment"); (b“Aggregate Asset Amount”) equal to Firstar Bank Milwaukee, N.A. (the "Escrow Agent"), the sum of Two Million Dollars ($2,000,000) (the "Purchase Price Adjustment Escrow") to be held by the Escrow Agent in accordance with the terms of a Purchase Price Adjustment Escrow Agreement, substantially in the form of Exhibit C attached hereto (the "Purchase Price Adjustment Escrow Agreement"), which amount shall be applied to the payment of the Final Net Book Value Adjustment as provided in Section 2.6(g); (c) to the Escrow Agent, the sum of Seven Million Dollars ($7,000,000) (the "Indemnity Escrow") to be held by the Escrow Agent in accordance with the terms of an Indemnity-Escrow Agreement, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount shall be used as a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; and (d) to D▇▇▇▇▇▇▇▇▇ & Associates, Inc., the amount of its financial advisor fees and expenses due from the Company (the "Company Financial Advisor Fee")following, as set forth on the Closing Statement (as defined in a statement that shall be delivered by Section 3.2(a)): (i) the Company to aggregate amount of Cash on Hand as of the Buyer not later than three Close of Business on the Closing Date; PLUS (3ii) days prior to the aggregate Net Book Value of the Purchased Real Property; PLUS Table of Contents (iii) the sum of the aggregate Net Book Values, as of the Close of Business on the Closing Date, of each of the following: the Purchased Personal Property; the Purchased ATMs; the Purchased Overdrafts, the Purchased Credit Card Accounts and which Receivables, in each case, plus Accrued Interest and Fees thereon; the Assumed Letters of Credit; and the Prepaid Expenses. Notwithstanding the forgoing, in computing the Aggregate Asset Amount, all Designated Purchased Overdrafts shall be signed by D▇▇▇▇▇▇▇▇▇ & Associates and shall certify that excluded from the amount to be paid as set forth thereon represents the entire amount that D▇▇▇▇▇▇▇▇▇ & Associates will look to the Company to pay in respect calculation of its fees and expenses, and that, upon receipt of such amount, D▇▇▇▇▇▇▇▇▇ and Associates shall have no further claim against the Company or Buyer for the payment of any such fees or expenses and instead will look solely to the Payment Agent or the Liquidating Trust (as those terms are defined below) to pay on behalf of the Eligible Shareholders (out of the Payment Funds, as defined below) any additional such amounts that may be due it.aggregate Net Book Values; PLUS

Closing Payment. At (a) On the ClosingClosing Date, Purchaser shall acquire the Buyer Purchased Assets and shall assume the Assumed Liabilities. (b) Pursuant to Section 3.2(b), on the Closing Date, Seller shall pay, or cause to be paid, to Purchaser (or, in the event that the payment calculated pursuant hereto is a negative number, Purchaser shall pay to Seller (for the Share Exchange Consideration credit of Seller) the absolute value of such figure) by means of electronic wire transfer of immediately available funds as followsin an amount in U.S. dollars (the “Closing Payment”) equal to: (a1) to an amount, as set forth on the Payment Agent Closing Statement (as defined in Section 2.33.2(a)), equal to the sum of Eighty-Six Million Dollars ($86,000,000i) less the Company Financial Advisor Fee ( as defined in paragraph (d) below)aggregate balance of the Assumed Deposits, less the Options Tax Withholdingplus Accrued Interest and Fees thereon, and plus or minus (ii) the Estimated Net Book Value Adjustment of the other Assumed Liabilities, MINUS (defined in Section 2.6(a)2) an amount (the "Closing Payment"); (b“Aggregate Asset Amount”) equal to Firstar Bank Milwaukee, N.A. (the "Escrow Agent"), the sum of Two Million Dollars ($2,000,000) (the "Purchase Price Adjustment Escrow") to be held by the Escrow Agent in accordance with the terms of a Purchase Price Adjustment Escrow Agreement, substantially in the form of Exhibit C attached hereto (the "Purchase Price Adjustment Escrow Agreement"), which amount shall be applied to the payment of the Final Net Book Value Adjustment as provided in Section 2.6(g); (c) to the Escrow Agent, the sum of Seven Million Dollars ($7,000,000) (the "Indemnity Escrow") to be held by the Escrow Agent in accordance with the terms of an Indemnity-Escrow Agreement, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount shall be used as a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; and (d) to D▇▇▇▇▇▇▇▇▇ & Associates, Inc., the amount of its financial advisor fees and expenses due from the Company (the "Company Financial Advisor Fee")following, as set forth on the Closing Statement (as defined in a statement that Section 3.2(a)): (i) an amount equal to four percent (4.0%) of the average daily balance (including Accrued Interest and Fees) of the Assumed Deposits for the calendar month immediately preceding the month in which the Closing occurs and this amount shall be delivered by subject to adjustment (and adjusted) as indicated in Section 3.2 (the Company to “Premium”); PLUS (ii) the Buyer not later than three aggregate face amount of Cash on Hand as of the Close of Business on the Closing Date; PLUS (3iii) days prior to the aggregate Appraised Value of the Purchased Real Property; PLUS (iv) the sum of (x) the unpaid principal balance of the Purchased Loans and Purchased Overdrafts, as of the Close of Business on the Closing Date, and which shall be signed by D▇▇▇▇▇▇▇▇▇ & Associates and shall certify that the amount to be paid as set forth thereon represents the entire amount that D▇▇▇▇▇▇▇▇▇ & Associates will look to the Company to pay in respect of its fees and expenseseach case, plus Accrued Interest thereon, and that(y) the aggregate Net Book Values, upon receipt of such amount, D▇▇▇▇▇▇▇▇▇ and Associates shall have no further claim against the Company or Buyer for the payment of any such fees or expenses and instead will look solely to the Payment Agent or the Liquidating Trust (as those terms are defined below) to pay on behalf of the Eligible Shareholders (out Close of Business on the Closing Date, of each of the Payment Funds, as defined below) any additional such amounts that may be due itfollowing: the Purchased Personal Property; the Purchased ATMs; and the Assumed Letters of Credit.

Closing Payment. At the Closing, the Buyer shall pay the Share Exchange Consideration by means of wire transfer of immediately available funds as follows: (a) to the Payment Agent (as defined in Section 2.3), the sum of Eighty-Six Million Dollars ($86,000,000) less the Company Financial Advisor Fee ( as defined in paragraph (d) below), less the Options Tax Withholding, and plus or minus the Estimated Net Book Value Adjustment (defined in Section 2.6(a)) (the "Closing Payment"); (b) to Firstar Bank Milwaukee, N.A. (the "Escrow Agent"), the sum of Two Million Dollars ($2,000,000) (the "Purchase Price Adjustment Escrow") to be held by the Escrow Agent in accordance with the terms of a Purchase Price Adjustment Escrow Agreement, substantially in the form of Exhibit C attached hereto (the "Purchase Price Adjustment Escrow Agreement"), which amount shall be applied to the payment of the Final Net Book Value Adjustment as provided in Section 2.6(g); (c) to the Escrow Agent, the sum of Seven Million Dollars ($7,000,000) (the "Indemnity Escrow") to be held by the Escrow Agent in accordance with the terms of an Indemnity-Escrow Agreement, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount shall be used as a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; and (d) to D▇▇▇▇▇▇▇▇▇ & Associates, Inc., the amount of its financial advisor fees and expenses due from the Company (the "Company Financial Advisor Fee"), as set forth in a statement that shall be delivered by the Company to the Buyer not later than At least three (3) business days prior to the Closing Date, the Sellers shall cause the Company to prepare and deliver to the Purchaser an estimate of the aggregate Working Capital of the Company and its Subsidiaries (the "Estimated Working Capital") and an estimate of the amount by which the aggregate Indebtedness of the Company and its Subsidiaries exceeds the amount of cash owned by the Company and its Subsidiaries (the "Estimated Indebtedness"), in each case as of the Closing Date, which shall quantify in reasonable detail the items constituting such Working Capital or, as the case may be, such Indebtedness or cash. The statements of Estimated Working Capital and Estimated Indebtedness shall be signed prepared in accordance with GAAP. (b) On the Closing Date, the Company shall (i) redeem 1,108 shares of the Common Stock owned by DMcSw▇▇▇▇▇ (▇▇e "McSw▇▇▇▇▇ ▇▇▇eemed Stock") and, in consideration for such redemption, (x) issue to McSw▇▇▇▇▇ ▇ ▇romissory note in the aggregate principal amount of Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) substantially in the form of Exhibit 5 attached hereto (the "McSw▇▇▇▇▇ ▇▇▇e and, collectively with the McSw▇▇▇▇▇ ▇▇▇h Payment, the McSw▇▇▇▇▇ ▇▇▇ity Payment and the amount payable pursuant to clause (b)(i)(y), the "McSw▇▇▇▇▇ ▇▇▇sing Payment") and (y) pay to McSw▇▇▇▇▇, ▇▇ wire transfer of immediately available funds, Six Million Five Hundred Thousand Dollars ($6,500,000) and (ii) redeem 1,108 shares of the Common Stock owned by Bass▇▇▇ ▇▇▇, in consideration for such redemption, (x) issue to Bass▇▇▇ ▇ ▇romissory note in the aggregate principal amount of Two Million Seven Hundred Fifty Thousand Dollars ($2,750,000) substantially in the form of Exhibit 5 attached hereto (the "Bass▇▇▇ ▇▇▇e" and, collectively with the Bass▇▇▇ ▇▇▇h Payment and the amount 14 payable pursuant to clause (b)(ii)(y), the "Bass▇▇▇ ▇▇▇sing Payment") and (y) pay to Bass▇▇▇, ▇▇ wire transfer of immediately available funds, Six Million Five Hundred Thousand ($6,500,000), provided that each of McSw▇▇▇▇▇ & Associates ▇▇▇ Bass▇▇▇ ▇▇▇eby direct the Company to pay to United States Trust Company of New York (the "Escrow Agent") an amount equal to one-half of the aggregate of the Indemnity Escrow Amount and shall certify that the amount Purchase Price Escrow Amount, to be paid as set forth thereon represents held in escrow accounts pursuant to the entire amount that Dprovisions of the Escrow Agreements. (c) On the Closing Date, the Purchaser shall, in consideration for sale by the Sellers of the Purchased Stock, (i)(x) pay to McSw▇▇▇▇▇▇▇, ▇▇ & Associates will look to wire transfer of immediately available funds, the Company to pay in respect of its fees and expenses, and that, upon receipt of such amount, D▇▇▇▇McSw▇▇▇▇▇ ▇▇▇h Payment and Associates shall have no further claim against the Company or Buyer for the payment of any such fees or expenses and instead will look solely (y) issue to the Payment Agent or the Liquidating Trust (as those terms are defined below) to pay on behalf McSw▇▇▇▇▇ ▇▇,000 preferred units of the Eligible Shareholders (out Purchaser and 20,000 Class A common units of the Payment FundsPurchaser (the "McSw▇▇▇▇▇ ▇▇▇ity Payment") and (ii) pay to Bass▇▇▇, as defined below) any additional such amounts that may be due it▇▇ wire transfer of immediately available funds, the Bass▇▇▇ ▇▇▇h Payment.

Closing Payment. At (a) On the ClosingClosing Date, Purchaser shall acquire the Buyer Purchased Assets and shall assume the Assumed Liabilities. (b) Pursuant to Section 3.2(b), on the Closing Date, Seller shall pay, or cause to be paid, to Purchaser (or, in the event that the payment calculated pursuant hereto is a negative number, Purchaser shall pay to Seller (for the Share Exchange Consideration credit of Seller) the absolute value of such figure) by means of electronic wire transfer in an amount in U.S. dollars (the “Closing Payment”) equal to the following determined in accordance with GAAP applied consistently by Seller, except as and to the extent that this Agreement provides for different valuation methodologies for particular categories of immediately available funds as followsPurchased Assets and Assumed Liabilities: (a1) an amount equal to the Payment Agent Net Book Value, as set forth on the Closing Statement (as defined in Section 2.33.2(a)), of the sum of Eighty-Six Million Dollars ($86,000,000i) less the Company Financial Advisor Fee ( Assumed Deposits, plus Accrued Interest and Fees thereon, and (ii) the other Assumed Liabilities, MINUS (2) an amount (the “Aggregate Asset Amount”) equal to the sum of the following, as set forth on the Closing Statement (as defined in paragraph Section 3.2(a)): (di) below)an amount equal to three and eighty nine hundredths percent (3.89%) of the average daily balance (including Accrued Interest and Fees) of the Assumed Deposits (other than (i) certificates of deposit and (ii) deposits by state, less county and municipal governments, government agencies and authorities, school districts, public or quasi-public authorities, taxing districts and other Governmental Entities) for the Options Tax Withholding, and plus or minus calendar month immediately preceding the Estimated Net Book Value Adjustment (defined month in Section 2.6(a)) which the Closing occurs (the "Closing Payment"“Premium”);; PLUS (bii) to Firstar Bank Milwaukee, N.A. the aggregate face amount of Cash on Hand as of the Close of Business on the Closing Date; PLUS (iii) the "Escrow Agent"), aggregate Appraised Value of the Purchased Real Property; PLUS (iv) the sum of Two Million Dollars the aggregate Net Book Values, as of the Close of Business on the Closing Date, of each of the following: the Purchased Personal Property and the Purchased ATMs; PLUS ($2,000,000v) the sum of (x) the "Purchase Price Adjustment Escrow"unpaid principal balance of the Purchased Loans, the Purchased Overdrafts and the Purchased Credit Card Accounts and Receivables, as of the Closing of Business on the Closing Date, in each case plus Accrued Interest thereon and Fees thereon where applicable, and (y) to be held by the Escrow Agent Prepaid Expenses; MINUS (vi) the Permitted Lien Reduction Amount. Notwithstanding the foregoing, in accordance with computing the terms Aggregate Asset Amount, Assumed Letters of a Purchase Price Adjustment Escrow Agreement, substantially in the form of Exhibit C attached hereto (the "Purchase Price Adjustment Escrow Agreement"), which amount Credit and all Designated Purchased Overdrafts shall be applied to the payment of the Final Net Book Value Adjustment as provided in Section 2.6(g);assigned a zero value. (c) In the event that on or before delivery to Purchaser of the Escrow AgentFinal Closing Statement pursuant to Section 3.3(a), the sum of Seven Million Dollars ($7,000,000) (the "Indemnity Escrow") Purchaser identifies in a writing delivered to Seller any fixed and non-contingent payment obligations that do not constitute Assumed Liabilities and are secured by a Permitted Lien on Purchased Real Property or Purchased Personal Property and that will not be held paid by the Escrow Agent Seller or otherwise bonded over, then, if such payment obligations have not otherwise been factored into the computation of the Aggregate Asset Amount in accordance with respect of the terms of an Indemnity-Escrow Agreementapplicable Purchased Real Property or Purchased Personal Property (as the case may be) encumbered by the Permitted Lien, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount shall be used as a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; and (d) to D▇▇▇▇▇▇▇▇▇ & Associates, Inc., then the amount of its financial advisor fees and expenses due from such payment obligations, to the Company extent not so factored into the computation of the Aggregate Asset Amount, shall constitute a “Permitted Lien Reduction Amount.” In no event shall a Permitted Lien Reduction Amount on account of a Permitted Lien exceed the Appraised Value or Net Book Value (as the "Company Financial Advisor Fee"), as set forth in a statement case may be) of the Purchased Real Property or Purchased Personal Property that shall be delivered is encumbered by the Company to the Buyer not later than three (3) days prior to the Closing Date, and which shall be signed by D▇▇▇▇▇▇▇▇▇ & Associates and shall certify that the amount to be paid as set forth thereon represents the entire amount that D▇▇▇▇▇▇▇▇▇ & Associates will look to the Company to pay in respect of its fees and expenses, and that, upon receipt of such amount, D▇▇▇▇▇▇▇▇▇ and Associates shall have no further claim against the Company or Buyer for the payment of any such fees or expenses and instead will look solely to the Payment Agent or the Liquidating Trust (as those terms are defined below) to pay on behalf of the Eligible Shareholders (out of the Payment Funds, as defined below) any additional such amounts that may be due itPermitted Lien.

Closing Payment. At (a) On each Closing Date, Purchaser shall acquire the applicable Purchased Assets and shall assume the Assumed Liabilities associated with such Closing, as appropriate. (b) Pursuant to Section 3.2(b), on each Closing Date, the Buyer Seller Entities shall pay, or cause to be paid, to Purchaser (or, in the event that the payment calculated pursuant hereto is a negative number, Purchaser shall pay to Seller (for the Share Exchange Consideration credit of the applicable Seller Entity) the absolute value of such figure) by means of electronic wire transfer of immediately available funds as followsin an amount in U.S. dollars (the “Closing Payment”) equal to: (a1) an amount equal to the Payment Agent aggregate Net Book Value, as set forth on the Closing Statement (as defined in Section 2.33.2(a)), of the sum of Eighty-Six Million Dollars ($86,000,000i) less the Company Financial Advisor Fee ( Assumed Deposits, plus Accrued Interest and Fees thereon (ii) the other Assumed Liabilities (other than those specified in Section 2.2(a)(6) and Section 2.2(a)(7)) and (iii) the Card Programs Amount, MINUS (2) (x) at the Primary Closing only, the Continuation Amount, (y) at the Primary Closing only, the TSA Amount and (z) an amount (the “Aggregate Asset Amount”) equal to the sum of the following, as set forth on the Closing Statement (as defined in paragraph Section 3.2(a)): (di) belowat the Primary Closing only, an amount (the “Premium”) equal to (x) six and sixty-seven hundredths percent (6.67%) of the Deposit Balance (other than any portion of the Deposit Balance associated with Withheld Public Deposits) as of such Closing Date MINUS (y) the sum of thirty-one million four hundred thousand dollars ($31,400,000.00); PLUS (ii) the aggregate face amount of Cash on Hand as of the Close of Business on the Closing Date; PLUS (iii) the aggregate Appraised Value of the Purchased Real Property; PLUS (iv) the sum of the aggregate Net Book Values, as of the Close of Business on the Closing Date, of each of the following: the Purchased Personal Property; the Purchased ATMs; the Purchased Loans, the Purchased Overdrafts, the Purchased Credit Card Accounts and Receivables (including in the case of the Primary Closing only, the Primary Closing Credit Card Accounts and Receivables), less in each case, plus Accrued Interest and Fees thereon; and the Options Tax Withholding, and plus or minus the Estimated Net Book Value Adjustment (defined in Section 2.6(a)) (the "Closing Payment")Prepaid Expenses; (bv) to Firstar Bank Milwaukee, N.A. in each case of clauses (the "Escrow Agent"ii) through (iv), the sum of Two Million Dollars ($2,000,000) (the "Purchase Price Adjustment Escrow") to be held by the Escrow Agent in accordance with the terms of a Purchase Price Adjustment Escrow Agreement, substantially in the form of Exhibit C attached hereto (the "Purchase Price Adjustment Escrow Agreement"), which amount shall be applied respect to the payment of the Final Net Book Value Adjustment as provided in Section 2.6(g);assets being sold and liabilities being transferred at such Closing. (c) The provisions of Sections 3.1(a) and 3.1(b) shall be construed to apply to the Escrow AgentPrimary Closing, each Secondary Sale Closing and the Purchaser Final Purchase Obligation Closing, using the same methodologies as provided for therein, except that at the Primary Closing, the sum of Seven Million Dollars ($7,000,000) (the "Indemnity Escrow") to be held by the Escrow Agent in accordance with the terms of an Indemnity-Escrow Agreement, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount Premium shall be used computed as provided for in Section 3.1(b)(2)(i) and paid in full and shall thereafter be disregarded in calculating a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; andClosing Payment. (d) to D▇▇▇▇▇▇▇▇▇ & Associates, Inc., The parties agree that the amount commercial intention of its financial advisor fees and expenses due from the Company (calculation of the "Company Financial Advisor Fee"), Closing Payment as set forth out in a statement that shall be delivered by the Company to the Buyer not later than three (3) days prior to the Closing Date, and which shall be signed by D▇▇▇▇▇▇▇▇▇ & Associates and shall certify this Section 3.1 is that the amount Transferred Business sold pursuant to be paid as set forth thereon represents the entire amount that D▇▇▇▇▇▇▇▇▇ & Associates will look this Agreement has sufficient assets (cash or otherwise) to the Company to pay cover its liabilities in respect of its fees and expenses, and that, upon receipt of such amount, D▇▇▇▇▇▇▇▇▇ and Associates shall have no further claim against the Company or Buyer consideration for the payment transfer of any such fees or expenses and instead which the Purchaser will look solely to pay the Payment Agent or the Liquidating Trust (as those terms are defined below) to pay on behalf of the Eligible Shareholders (out of the Payment Funds, as defined below) any additional such amounts that may be due itPremium.

Closing Payment. At (a) On each Closing Date, Purchaser shall acquire the applicable Purchased Assets and shall assume the Assumed Liabilities associated with such Closing, as appropriate. (b) Pursuant to Section 3.2(b), on each Closing Date, the Buyer Seller Entities shall pay, or cause to be paid, to Purchaser (or, in the event that the payment calculated pursuant hereto is a negative number, Purchaser shall pay to Seller (for the Share Exchange Consideration credit of the applicable Seller Entity) the absolute value of such figure) by means of electronic wire transfer of immediately available funds as followsin an amount in U.S. dollars (the “Closing Payment”) equal to: (a1) an amount equal to the Payment Agent aggregate Net Book Value, as set forth on the Closing Statement (as defined in Section 2.33.2(a)), of the sum of Eighty-Six Million Dollars ($86,000,000i) less the Company Financial Advisor Fee ( Assumed Deposits, plus Accrued Interest and Fees thereon and (ii) the other Assumed Liabilities, MINUS (2) an amount (the “Aggregate Asset Amount”) equal to the sum of the following, as set forth on the Closing Statement (as defined in paragraph Section 3.2(a)): (di) belowat the Primary Closing only, an amount (the “Premium”) equal to six and sixty-seven hundredths percent (6.67%) of the Deposit Balance as of such Closing Date; PLUS (ii) at each Closing relating to a Secondary Sale and/or the Purchaser Final Purchase Obligation, an amount equal to seventy-two basis points (0.72%) annually, calculated on an actual/365 basis, of one-half of the sum of the Deposit Balance as of the date that is two months after the Primary Closing Date and the Deposit Balance as of such Secondary Sale Closing Date or Purchaser Final Purchase Obligation Closing Date (the “Liquidity Payment”), less provided that the Options Tax Withholding, sum of the Liquidity Payment and plus or minus the Estimated Premium shall not exceed five billion dollars ($5,000,000,000); PLUS (iii) the aggregate face amount of Cash on Hand as of the Close of Business on the Closing Date; PLUS (iv) the aggregate Appraised Value of the Purchased Real Property; PLUS (v) the sum of the aggregate Net Book Value Adjustment (defined Values, as of the Close of Business on the Closing Date, of each of the following: the Purchased Personal Property; the Purchased ATMs; the Purchased Loans, the Purchased Overdrafts, the Purchased Credit Card Accounts and Receivables, in Section 2.6(a)) (each case, plus Accrued Interest thereon; the "Closing Payment")Assumed Letters of Credit; and the Prepaid Expenses; (bvi) to Firstar Bank Milwaukee, N.A. in each case of clauses (the "Escrow Agent"ii) through (v), the sum of Two Million Dollars ($2,000,000) (the "Purchase Price Adjustment Escrow") to be held by the Escrow Agent in accordance with the terms of a Purchase Price Adjustment Escrow Agreement, substantially in the form of Exhibit C attached hereto (the "Purchase Price Adjustment Escrow Agreement"), which amount shall be applied respect to the payment of the Final Net Book Value Adjustment as provided in Section 2.6(g);assets being sold and liabilities being transferred at such Closing. (c) The provisions of Sections 3.1(a) and 3.1(b) shall be construed to apply to the Escrow AgentPrimary Closing , each Secondary Sale Closing and the Purchaser Final Purchase Obligation Closing, using the same methodologies as provided for therein, except that at the Primary Closing, the sum of Seven Million Dollars ($7,000,000) (the "Indemnity Escrow") to be held by the Escrow Agent in accordance with the terms of an Indemnity-Escrow Agreement, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount Premium shall be used computed as provided for in Section 3.1(b)(2)(i) and paid in full and shall thereafter be disregarded in calculating a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; andClosing Payment. (d) to D▇▇▇▇▇▇▇▇▇ & Associates, Inc., The parties agree that the amount commercial intention of its financial advisor fees and expenses due from the Company (calculation of the "Company Financial Advisor Fee"), Closing Payment as set forth out in a statement that shall be delivered by the Company to the Buyer not later than three (3) days prior to the Closing Date, and which shall be signed by D▇▇▇▇▇▇▇▇▇ & Associates and shall certify this Section 3.1 is that the amount Transferred Business sold pursuant to be paid as set forth thereon represents the entire amount that D▇▇▇▇▇▇▇▇▇ & Associates will look this Agreement has sufficient assets (cash or otherwise) to the Company to pay cover its liabilities in respect of its fees and expenses, and that, upon receipt of such amount, D▇▇▇▇▇▇▇▇▇ and Associates shall have no further claim against the Company or Buyer consideration for the payment transfer of any such fees or expenses and instead which the Purchaser will look solely to pay the Payment Agent or the Liquidating Trust (as those terms are defined below) to pay on behalf of the Eligible Shareholders (out of the Payment Funds, as defined below) any additional such amounts that may be due itPremium.

Closing Payment. At (a) On the ClosingClosing Date, and pursuant to the Buyer Assignment from Assignor, Purchaser shall acquire the Purchased Assets and shall assume the Assumed Liabilities. (b) Pursuant to Section 3.2(b), on the Closing Date, Assignor shall pay to Purchaser (or, in the Share Exchange Consideration event that the payment calculated pursuant hereto is a negative number, Purchaser shall pay to Assignor the absolute value of such figure) by means of electronic wire transfer of immediately available funds as followsin an amount in U.S. dollars (the “Closing Payment”) equal to: (a1) an amount equal to the Payment Agent aggregate Net Book Value, as set forth on the Closing Statement (as defined in Section 2.33.2(a)), of the sum of Eighty-Six Million Dollars ($86,000,000i) less the Company Financial Advisor Fee ( Assumed Deposits, plus Accrued Interest and Fees thereon and (ii) the other Assumed Liabilities, MINUS (2) an amount (the “Aggregate Asset Amount”) equal to the sum of the following, as set forth on the Closing Statement (as defined in paragraph (d) belowSection 3.2(a), less the Options Tax Withholding, and plus or minus the Estimated Net Book Value Adjustment (defined in Section 2.6(a)) (the "Closing Payment");): (bi) to Firstar Bank Milwaukee, N.A. the aggregate face amount of Cash on Hand as of the Close of Business on the Closing Date; PLUS (ii) the "Escrow Agent"), aggregate Appraised Value of the Purchased Real Property; PLUS (iii) the sum of Two Million Dollars ($2,000,000x) (the "Purchase Price Adjustment Escrow") to be held by the Escrow Agent in accordance with the terms of a Purchase Price Adjustment Escrow Agreement, substantially in the form of Exhibit C attached hereto (the "Purchase Price Adjustment Escrow Agreement"), which amount shall be applied to the payment unpaid principal balance of the Final Purchased Loans and the Purchased Overdrafts, as of the Close of Business on the Closing Date, in each case plus Accrued Interest and Fees thereon, and (y) the aggregate Net Book Value Adjustment Values, as provided in Section 2.6(g);of the Close of Business on the Closing Date, of each of the following: the Purchased Personal Property; the Purchased ATMs; the Assumed Letters of Credit; and the Prepaid Expenses. (c) The parties agree that the commercial intention of the calculation of the Closing Payment as set out in this Section 3.1 is that the Transferred Business sold pursuant to the Escrow Agent, the sum of Seven Million Dollars this Agreement has sufficient assets ($7,000,000) (the "Indemnity Escrow"cash or otherwise) to be held by the Escrow Agent in accordance with the terms of an Indemnity-Escrow Agreement, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount shall be used as a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; andcover its liabilities. (d) to D▇▇▇▇▇▇▇▇▇ & Associates, Inc., the amount of its financial advisor fees and expenses due from the Company (the "Company Financial Advisor Fee"), as set forth in a statement that shall be delivered by the Company to the Buyer not later than three (3) days prior to On the Closing Date, Purchaser shall pay to Assignor, by electronic wire transfer an amount (the “Purchaser Premium”) in U.S. dollars equal to four percent (4.0%) of the average daily balance (including Accrued Interest and Fees) of the Assumed Deposits for the calendar month immediately preceding the month in which the Closing occurs and this amount shall be signed by D▇▇▇▇▇▇▇▇▇ & Associates subject to adjustment (and shall certify that the amount to be paid adjusted) as set forth thereon represents the entire amount that D▇▇▇▇▇▇▇▇▇ & Associates will look to the Company to pay indicated in respect of its fees and expenses, and that, upon receipt of such amount, D▇▇▇▇▇▇▇▇▇ and Associates shall have no further claim against the Company or Buyer for the payment of any such fees or expenses and instead will look solely to the Payment Agent or the Liquidating Trust (as those terms are defined below) to pay on behalf of the Eligible Shareholders (out of the Payment Funds, as defined below) any additional such amounts that may be due itSection 3.2.

Closing Payment. At the Closing, the Buyer shall pay the Share Exchange Consideration by means of wire transfer of immediately available funds as follows: (a) Subject to the Payment Agent (as defined in this Section 2.3), the sum of Eighty-Six Million Dollars ($86,000,000) less the Company Financial Advisor Fee ( as defined in paragraph (d) below), less the Options Tax Withholding, 2.2 and plus or minus the Estimated Net Book Value Adjustment (defined in Section 2.6(a)) (the "Closing Payment"); (b) to Firstar Bank Milwaukee, N.A. (the "Escrow Agent"), the sum of Two Million Dollars ($2,000,000) (the "Purchase Price Adjustment Escrow") to be held by the Escrow Agent in accordance with the terms of a Purchase Price Adjustment Escrow Agreement, substantially in the form of Exhibit C attached hereto (the "Purchase Price Adjustment Escrow Agreement"), which amount shall be applied to the payment of the Final Net Book Value Adjustment as provided in Section 2.6(g); (c) to the Escrow Agent, the sum of Seven Million Dollars ($7,000,000) (the "Indemnity Escrow") to be held by the Escrow Agent in accordance with the terms of an Indemnity-Escrow Agreement, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount shall be used as a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; and (d) to D▇▇▇▇▇▇▇▇▇ & Associates, Inc.2.7, the amount paid to the Seller for the Acquired Assets at the Closing shall be equal to (i) the net book value of its financial advisor fees the Business (excluding the Excluded Assets and expenses due from the Company (the "Company Financial Advisor Fee"Excluded Liabilities), as set forth in on the unaudited balance sheet of the Business for the period ending on June 30, 2023 (the “Business’ Preliminary Book Value”), plus (ii) a statement that premium of $22,700,000 (clauses (i) and (ii), together, the “Purchase Price”). The Purchase Price shall be delivered payable in cash, except with respect to the Seller Note Consideration. (b) The aggregate amount to be paid to the Seller by the Company Purchaser at Closing (the “Closing Payment”) shall be equal to (i) the Buyer not later than three Purchase Price, minus (3ii) days prior the Seller Note Consideration, minus (iii) the Indemnity Escrow Amount, minus (iv) the Warranty Administration Escrow Amount and minus (v) the Payoff Amount, which Closing Payment shall be subject to adjustment pursuant to Section 2.3. (c) On the Closing Date, and which the Purchaser shall be signed by D▇▇▇▇▇▇▇▇▇ & Associates and shall certify that make the amount following payments: (i) first, repay or cause to be paid as set forth thereon represents the entire amount that D▇▇▇▇▇▇▇▇▇ & Associates will look to the Company to pay in respect of its fees and expenses, and that, upon receipt of such amount, D▇▇▇▇▇▇▇▇▇ and Associates shall have no further claim against the Company or Buyer for the payment of any such fees or expenses and instead will look solely to the Payment Agent or the Liquidating Trust (as those terms are defined below) to pay repaid on behalf of the Eligible Shareholders Seller the aggregate amount of Indebtedness set forth in the payoff letters delivered pursuant to Section 8.1(b) (out of the “Payoff Amount”); (ii) second, pay or cause to be paid the Closing Payment Fundsto the Seller; and (iii) third, as defined below) any additional such amounts that may pay or cause to be due itpaid the Indemnity Escrow Amount and the Warranty Administration Escrow Amount to the Escrow Agent.

Closing Payment. At (a) On the ClosingClosing Date, and pursuant to the Buyer Assignment from Assignor, Purchaser shall acquire the Purchased Assets and shall assume the Assumed Liabilities. (b) Pursuant to Section 3.2(a), on the Closing Date, Assignor shall pay to Purchaser (or, in the Share Exchange Consideration event that the payment calculated pursuant hereto is a negative number, Purchaser shall pay to Assignor the absolute value of such figure) by means of electronic wire transfer of immediately available funds as followsin an amount in U.S. dollars (the “Closing Payment”) equal to: (a1) an amount equal to the Payment Agent aggregate Net Book Value, as set forth on the Closing Statement (as defined in Section 2.33.2(a)), of the sum of Eighty-Six Million Dollars ($86,000,000i) less the Company Financial Advisor Fee ( Assumed Deposits, plus Accrued Interest and Fees thereon and (ii) the other Assumed Liabilities, MINUS (2) an amount (the “Aggregate Asset Amount”) equal to the sum of the following, as set forth on the Closing Statement (as defined in paragraph (d) belowSection 3.2(a), less the Options Tax Withholding, and plus or minus the Estimated Net Book Value Adjustment (defined in Section 2.6(a)) (the "Closing Payment");): (bi) to Firstar Bank Milwaukee, N.A. the aggregate face amount of Cash on Hand as of the Close of Business on the Closing Date; PLUS (ii) the "Escrow Agent"), aggregate Appraised Value of the Purchased Real Property; PLUS (iii) the sum of Two Million Dollars the aggregate Net Book Values, as of the Close of Business on the Closing Date, of each of the following: the Purchased Personal Property; the Purchased ATMs and the Purchased Overdrafts, in each case, plus Accrued Interest and Fees thereon; and the Prepaid Expenses. ($2,000,000Notwithstanding the foregoing, in computing the Aggregate Asset Amount and all Designated Purchased Overdrafts shall be assigned a zero value); PLUS (iv) (the "Purchase Price Adjustment Escrow") to be held by unpaid principal balance, as of the Escrow Agent in accordance with Close of Business on the terms Closing Date, of a Purchase Price Adjustment Escrow Agreementthe Purchased Loans plus accrued interest thereon, substantially as reflected in the form of Exhibit C attached hereto Closing Statement; MINUS (v) the "Purchase Price Adjustment Escrow Agreement"), which amount shall be applied to the payment of the Final Net Book Value Adjustment as provided in Section 2.6(g);Permitted Lien Reduction Amount. (c) The parties agree that the commercial intention of the calculation of the Closing Payment as set out in this Section 3.1 is that the Transferred Business sold pursuant to the Escrow Agent, the sum of Seven Million Dollars this Agreement has sufficient assets ($7,000,000) (the "Indemnity Escrow"cash or otherwise) to be held by the Escrow Agent in accordance with the terms of an Indemnity-Escrow Agreement, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount shall be used as a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; andcover its liabilities. (d) to D▇▇▇▇▇▇▇▇▇ & Associates, Inc., the amount of its financial advisor fees and expenses due from the Company (the "Company Financial Advisor Fee"), as set forth in a statement that shall be delivered by the Company to the Buyer not later than three (3) days prior to On the Closing Date, Purchaser shall pay to Assignor, by electronic wire transfer an amount (the “Purchaser Premium”) in U.S. dollars equal to 3.89% of the average daily balance (including Accrued Interest and Fees) of the Assumed Deposits (other than (i) certificates of deposit and (ii) Government Deposits) for the calendar month immediately preceding the month in which the Closing occurs and this amount shall be signed subject to adjustment (and adjusted) as indicated in Section 3.2. (e) In the event that on or before delivery to Purchaser of the Final Closing Statement pursuant to Section 3.3(a), Purchaser identifies in a writing delivered to Assignor any fixed and non-contingent payment obligations that do not constitute Assumed Liabilities and are secured by D▇▇▇▇▇▇▇▇▇ & Associates a Permitted Lien on Purchased Real Property or Purchased Personal Property and shall certify that the amount to will not be paid as set forth thereon represents by the entire amount that D▇▇▇▇▇▇▇▇▇ & Associates will look to HSBC Sellers or Assignor or otherwise bonded over, then, if such payment obligations have not otherwise been factored into the Company to pay computation of the Aggregate Asset Amount in respect of its fees and expensesthe applicable Purchased Real Property or Purchased Personal Property (as the case may be) encumbered by the Permitted Lien, and that, upon receipt then the amount of such amountpayment obligations, D▇▇▇▇▇▇▇▇▇ and Associates shall have no further claim against the Company or Buyer for the payment of any such fees or expenses and instead will look solely to the Payment Agent extent not so factored into the computation of the Aggregate Asset Amount, shall constitute a “Permitted Lien Reduction Amount.” In no event shall a Permitted Lien Reduction Amount on account of a Permitted Lien exceed the Appraised Value or the Liquidating Trust Net Book Value (as those terms are defined belowthe case may be) to pay on behalf of the Eligible Shareholders (out of Purchased Real Property or Purchased Personal Property that is encumbered by the Payment Funds, as defined below) any additional such amounts that may be due itPermitted Lien.

Closing Payment. At In consideration for the Closingsale and transfer of the Membership Interests to Purchaser by Holdings, Purchaser shall pay to Holdings at the Closing an aggregate amount in cash (the “Closing Payment”) equal to: (a) One billion, six hundred fifty million dollars ($1,650,000,000); (b) plus the Estimated Capital Expenditures; (i) plus, if the Estimated Working Capital is greater than $0, the Buyer amount of such excess on a dollar-for-dollar basis, or (ii) minus, if the Estimated Working Capital is less than $0, the amount of such shortfall on a dollar-for-dollar basis; (d) plus the Estimated Fuel Inventory; (e) (i) plus, if the Estimated Inventory Cost is greater than $18,890,000 (the “Inventory Target”), the amount of such excess on a dollar-for-dollar basis, or (ii) minus, if the Estimated Inventory Cost is less than the Inventory Target, the amount of such shortfall on a dollar-for-dollar basis; (f) minus, for each day commencing on July 1, 2010 through and including the Closing Extension Date, the per diem amount set forth on Schedule IV; provided, however, that no such reduction shall pay be made to the Share Exchange Consideration extent the Closing is delayed beyond July 1, 2010, due to the action or inaction of Purchaser that results in the failure of Purchaser to satisfy the conditions to Closing that are within Purchaser’s reasonable control (for the purposes of the foregoing, Purchaser’s election to defer the Closing Date under Section 2.03(a) shall not be considered “action or inaction” under this Section 2.02(f)); (g) minus the amount, if any, of the sum of (i) Capacity Resource Deficiency Charge and (ii) Payment for Purchased Capacity for Planning Year 2010/11; (h) plus, if Purchaser notifies Parent in writing no later than May 15, 2010 that Purchaser desires to acquire title to any equipment or assets used by means any of the Companies that is located at or used at any of the Generating Plants or computers, printers or scanners used by any personnel to be hired by Purchaser or one of its Affiliates at the Closing and leased by Parent or one of its Affiliates pursuant to a Master Lease, an amount equal to fifty percent (50%) of the amount required to purchase such equipment or assets under the terms of the applicable Master Lease; and (i) minus, if as of the Closing Date the COD for the Delta Project is later than June 1, 2011, as certified by the Delta Independent Engineer as contemplated by Section 7.02(m), an amount equal to (i) $150,000, multiplied by (ii) the number of days from and including June 2, 2011, through and including such certified COD date, by wire transfer of immediately available funds as follows: (a) to an account designated by Holdings in writing not less than two Business Days prior to the Payment Agent Closing Date. At least five (as defined 5) Business Days prior to the Closing Date, Parent shall deliver to Purchaser a statement setting forth Parent’s good faith estimate of the items set forth in Section 2.3Sections 2.02(b) through (e), the sum of Eighty-Six Million Dollars ($86,000,000) less the Company Financial Advisor Fee ( as defined which statement shall quantify in paragraph (d) below), less the Options Tax Withholding, reasonable detail each such amount and plus or minus the Estimated Net Book Value Adjustment (defined in Section 2.6(a)) (the "Closing Payment"); (b) to Firstar Bank Milwaukee, N.A. (the "Escrow Agent"), the sum of Two Million Dollars ($2,000,000) (the "Purchase Price Adjustment Escrow") to shall be held by the Escrow Agent calculated in accordance with the terms of a Purchase Price Adjustment Escrow this Agreement, substantially in the form of Exhibit C attached hereto . Within five (the "Purchase Price Adjustment Escrow Agreement"), which amount shall be applied to the payment of the Final Net Book Value Adjustment as provided in Section 2.6(g); (c) to the Escrow Agent, the sum of Seven Million Dollars ($7,000,000) (the "Indemnity Escrow") to be held by the Escrow Agent in accordance with the terms of an Indemnity-Escrow Agreement, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount shall be used as a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; and (d) to D▇▇▇▇▇▇▇▇▇ & Associates, Inc., the amount of its financial advisor fees and expenses due from the Company (the "Company Financial Advisor Fee"), as set forth in a statement that shall be delivered by the Company to the Buyer not later than three (35) days prior to the Closing Date, Parent and which Purchaser will conduct a joint audit of the Fuel Inventory and the Inventory (the “Inventory Audit”) in order to determine the Estimated Inventory Cost and Estimated Fuel Inventory. Parent shall be signed by D▇▇▇▇▇▇▇▇▇ & Associates and shall certify that include the amount to be paid as set forth thereon represents the entire amount that D▇▇▇▇▇▇▇▇▇ & Associates will look to the Company to pay in respect of its fees and expenses, and that, upon receipt results of such amount, D▇▇▇▇▇▇▇▇▇ and Associates shall have no further claim against Inventory Audit in the Company or Buyer for the payment of any such fees or expenses and instead will look solely to the Payment Agent or the Liquidating Trust (as those terms are defined below) to pay on behalf of the Eligible Shareholders (out of the Payment Funds, as defined below) any additional such amounts that may be due itabove pre-Closing statement.

Closing Payment. (a) At the Closing, Purchaser shall make a payment equal to the Buyer shall pay Purchase Price (i) decreased by the Share Exchange Consideration Estimated Net Indebtedness (ii) either decreased by means the Estimated Working Capital Variation, if positive, or increased by the Estimated Working Capital Variation, if negative and (iii) decreased by either (x) 9.4 times the Estimated EBITDA Difference (an “Estimated Level 1 EBITDA Based Decrease”) or (y) if Estimated Adjusted EBITDA is less than $261,700,000, an amount equal to the sum of (I) the Estimated Level 1 EBITDA Based Decrease and (11) 9.4 times the difference of $261,700,000 minus Estimated Adjusted EBITDA (an “Estimated Level 2 EBITDA Based Decrease”), by wire transfer of immediately available funds as follows: (a) to the Payment Agent bank account designated in writing to Purchaser by Seller not less than two (as defined in Section 2.3), 2) Business Days prior to the sum of Eighty-Six Million Dollars ($86,000,000) less the Company Financial Advisor Fee ( as defined in paragraph (d) below), less the Options Tax Withholding, and plus or minus the Estimated Net Book Value Adjustment (defined in Section 2.6(a)) Closing (the "“Closing Date Payment"”);. (b) to Firstar Bank MilwaukeeThe Closing shall take place at the offices of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, N.A. (the "Escrow Agent"), the sum of Two Million Dollars ($2,000,000) (the "Purchase Price Adjustment Escrow") to be held by the Escrow Agent in accordance with the terms of a Purchase Price Adjustment Escrow Agreement, substantially in the form of Exhibit C attached hereto (the "Purchase Price Adjustment Escrow Agreement"), which amount shall be applied to the payment of the Final Net Book Value Adjustment as provided in Section 2.6(g); (c) to the Escrow Agent, the sum of Seven Million Dollars ($7,000,000) (the "Indemnity Escrow") to be held by the Escrow Agent in accordance with the terms of an Indemnity-Escrow Agreement, substantially in the form of Exhibit D hereto (the "Indemnity-Escrow Agreement"), which amount shall be used as a means of providing a limited fund from which the Buyer may recover for certain losses, as more fully provided therein; and (d) to D▇▇▇ ▇▇▇▇▇▇▇▇▇ & Associates, Inc., the amount of its financial advisor fees and expenses due from the Company (the "Company Financial Advisor Fee"), as set forth in a statement that shall be delivered by the Company to the Buyer not later than three (3) days prior to the Closing Date, and which shall be signed by D▇▇▇▇▇▇, ▇▇▇ & Associates and shall certify that the amount to be paid as set forth thereon represents the entire amount that D▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ & Associates will look at 9:00 am., on a Business Day not more than five (5) Business Days following the satisfaction of the conditions to Closing set forth in Article VI (or waiver by the Company party entitled to pay in respect of its fees and expenseswaive such condition) unless another date, and thattime or place is agreed to by the parties hereto; provided, upon receipt of however, that there is no material disruption to any New York or other major international financial markets on such amount, D▇▇▇▇▇▇▇▇▇ and Associates Business Day (a “Market Disruption”) (it being agreed that Purchaser shall have no further claim against the Company right to postpone the Closing one or Buyer for more times until a date not later than five (5) Business Days following the payment originally scheduled Closing Date in the event of any Market Disruption on such fees originally proposed Closing Date or expenses and instead will look solely to any later proposed Closing Date). At the Payment Agent or Closing, the Liquidating Trust (as those terms are defined belowtransactions described on Schedule 2.3(b) to pay on behalf of the Eligible Shareholders (out of the Payment Funds, as defined below) any additional such amounts that may be due itshall take place.