Common use of Payments at Closing Clause in Contracts

Payments at Closing. At the Closing, in consideration of the sale, transfer, conveyance and assignment of the Purchased Assets to Purchaser, Purchaser will pay in cash to Seller (i) $10,000,000, less (ii) any Closing Adjustments (the “Adjusted Purchase Price”). The Adjusted Purchase Price will be made by wire transfers of same day funds to the following accounts. (a) $1,000,000 (“Escrow Amount”) to the account of ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Account” and “Escrow Agent,”respectively) pursuant to an Escrow Agreement to be entered into by and among Purchaser, Seller and the Escrow Agent, such agreement to be in the form of Exhibit H attached hereto (the “Escrow Agreement”), such Escrow Amount to be held in escrow for purposes of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and the terms of the Escrow Agreement (the portion of the Escrow Amount subject to such claims, the “Disputed Amount”), such Disputed Amount (or a portion of such Disputed Amount) shall remain in the Escrow Account until such time as: (i) Seller and Purchaser execute a joint written instruction to the Escrow Agent instructing the Escrow Agent to disburse all or any portion of such Disputed Amount or (ii) the Escrow Agent shall receive a final, non-appealable order authorizing the release of all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause (a) and the Escrow Agreement, the Escrow Agreement shall control; (b) $3,051,904 to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW Agreements; (c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and (d) an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which shall be paid to the applicable counterparty to each such Transferred Agreement; and (e) the remainder of the Adjusted Purchase Price to an account designated by the Seller, subject to Section 2.5.

Payments at Closing. (a) At the Closing, in consideration of the saleSellers, transfer, conveyance the Buyers and assignment of the Purchased Assets to Purchaser, Purchaser will pay ING Companies shall make the following payments (in cash and/or transfer of securities (whether direct or through the transfer of rights to Seller accounts holding cash and/or securities), in accordance with Section 2.2(c) below), as more specifically detailed on Exhibit M hereto, it being understood and agreed among the parties that as provided on Exhibit M, the payment obligations set forth below may be settled with net payments between parties, and by the direction of payments by the intended recipient of such payments to other parties. (i) $10,000,000, less (ii) any Closing Adjustments (the “Adjusted Purchase Price”). The Adjusted Purchase Price will be made by wire transfers of same day funds Pursuant to the following accounts. (a) $1,000,000 (“Escrow Amount”) to the account of ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Account” and “Escrow Agent,”respectively) pursuant to an Escrow Agreement to be entered into by and among Purchaser, Seller and the Escrow Agent, such agreement to be in the form of Exhibit H attached hereto (the “Escrow Agreement”), such Escrow Amount to be held in escrow for purposes of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and the terms of the Escrow Agreement Recapture Agreements, SRUS and SRLB shall make recapture payments to SLD and SLDI, respectively, in an aggregate amount equal to the Closing Payment Amount; (ii) Pursuant to the portion terms of the Escrow Amount subject SLD-HLRUS Reinsurance Agreements and the SLDI-HLRI Reinsurance Agreement, SLD and SLDI shall make initial premium payments to such claimsHLRUS and HLRI, respectively, in an aggregate amount equal to the Closing Payment Amount; (iii) The Buyers shall make payments to the Sellers in an aggregate amount equal to the Acquired Asset Value, which the Buyers and Sellers agree is the value of the Acquired Assets. (b) For the avoidance of doubt, the “Disputed Amount”)Buyers, such Disputed Amount (or the Sellers and the ING Companies agree that as a portion result of such Disputed Amount) shall remain in the Escrow Account until such time as: Sellers making the payments described on Exhibit M, (i) Seller and Purchaser execute a joint written instruction the Sellers shall be credited with having paid to the Escrow Agent instructing ING Companies the Escrow Agent full recapture payments owed with respect to disburse all or any portion of such Disputed Amount or the recapture transactions contemplated by the Recapture Agreements, and (ii) the Escrow Agent ING Companies shall receive be credited with having paid to the Buyers the full amount of the initial reinsurance premiums in connection with the reinsurance transactions contemplated by the SLD-HLRUS Reinsurance Agreements and the SLDI-HLRI Reinsurance Agreement. (c) The payments contemplated by Section 2.2(a) and Exhibit M shall be made on the Closing Date by a finalcombination of transfers of cash, non-appealable order authorizing transfers of Investment Assets (as defined below) and a transfer of the release Ballantyne Recapture Assets. Such Investment Assets shall have an aggregate market value as of all the Closing Date equal to the Closing Payment Amount, minus the aggregate amount of cash transferred (excluding any cash in the Recapture Subaccount), minus the Ballantyne Q4 Recapture Adjustment. As set forth on Exhibit M, transfers of cash may be effected by one or any portion more wire transfers of immediately available funds or by transfer of rights to one or more accounts holding cash, and transfers of Investment Assets may be effected by a direct transfer of such Disputed AmountInvestment Assets or by a transfer of rights to one or more accounts holding such Investment Assets (including by way of a recapture and cession of reinsurance obligations pursuant to a reinsurance agreement) and transfer of Ballantyne Recapture Assets shall be effected by an indirect transfer of rights in the Recapture Subaccount, which shall be effected by a transfer of rights in the Segregated Account. Any account in which the Sellers’ rights will be transferred to the Buyers at Closing as described in the preceding sentence is referred to herein as a “Transfer Account.” At least three (3) Business Days prior to the Closing Date, the Buyers shall specify to the Sellers and the ING Companies the account or accounts to which all payments or transfers on the Closing Date shall be made (other than payments to be made by way of a Transfer Account). Any transfer of Investment Assets shall be on the following terms: (i) Prior to the date of this Agreement, the Buyers and the Sellers have agreed to a list of securities (the “Investment Assets”), which list is attached hereto as Exhibit N-1 (which exhibit specifies the principal amount of each Investment Asset, the December 31, 2008 market value of each such Investment Asset, as determined by the Sellers, and a description of the valuation methodology used to determine such market values). For the avoidance of doubt, any conflict between Ballantyne Recapture Assets shall not be considered Investment Assets for the purposes of this clause Agreement. (aii) and Seven (7) Business Days prior to the Escrow Agreementanticipated Closing Date, the Escrow Agreement Buyers shall control;provide to the Sellers the Buyers’ determination of the market value of each of the Investment Assets as of the immediately preceding Business Day (the “Buyer Indicative Market Valuation List”), using a valuation methodology consistent with the valuation methodology described in Exhibit N-1. In addition, at the time of delivery of the Buyer Indicative Market Valuation List, the Buyers may deliver to the Sellers a list of securities to be excluded from the list of Investment Assets set forth on Exhibit N-1 that have become unacceptable to the Buyers in their reasonable judgment. Any security so excluded shall no longer be deemed an Investment Asset for purposes of this Agreement. If the Buyers exclude securities from the list of Investment Assets as contemplated by this Section 2.2(c)(ii), the Sellers shall be entitled to delay the Closing for a reasonable number of days to permit the Sellers to liquidate in an orderly manner sufficient securities to fund the related increase to the cash portion of the Closing Payment Amount. (biii) $3,051,904 to an account designated by The CW Network, LLC as a Cure Cost pursuant Three (3) Business Days prior to the CW Agreements;Closing Date, the Buyers may deliver an additional list of securities to be excluded from the list of Investment Assets set forth on Exhibit N-1; provided, that such list may only include securities that have experienced a Credit Event. Any security so excluded shall no longer be deemed an Investment Asset for purposes of this Agreement. (civ) $368,000 to an account designated The market value as of the Closing Date of each of the Investment Assets shall be determined by Toei Animation as the Buyers based on the closing market prices of the Investment Assets on the Business Day immediately preceding the Closing Date, using a Cure Cost pursuant valuation methodology consistent with the valuation methodology described in Exhibit N-1. The Buyers shall deliver to the DBZ AgreementSellers a list of such market values prior to the Closing as promptly as practicable after such market values are determined. (v) The Sellers shall have the right to determine, in their sole discretion, whether any Investment Assets will be transferred in satisfaction of the Sellers’ payment obligations, and if so, which Investment Assets will be so transferred. In furtherance of the foregoing, the ING Companies hereby consent to exchanges of cash and securities into and out of any Transfer Account by the Sellers on or after the tenth (10th) Business Day preceding the anticipated Closing Date in order to comply with this Section 2.2; andprovided, that such exchanges do not result in the reduction in the aggregate value of cash or securities held in such Transfer Account. (d) In the event that the Ballantyne Q4 Recapture occurs, the ING Companies shall concurrently with such Ballantyne Q4 Recapture deposit cash or securities acceptable to the Buyers into a subaccount (the “Recapture Subaccount”) established within the Segregated Account, with a market value, valued as of the day of transfer, equal to the market value of the assets released by Ballantyne to SLD in connection with the Ballantyne Q4 Recapture. Prior to the occurrence of the Ballantyne Q4 Recapture, the Buyers and the ING Companies shall cooperate to prepare a list of the securities to initially be deposited into the Recapture Subaccount, which list shall be designated Exhibit N-2, and such list shall specify the principal amount of each such security and the issuer thereof. The Recapture Subaccount shall be used exclusively for such cash and the securities listed on Exhibit N-2, plus any interest, earnings, proceeds or payments on, with respect to or in respect of such cash and securities (collectively, the “Ballantyne Recapture Assets”) and all Ballantyne Recapture Assets shall be held in the Recapture Subaccount. The Buyers shall have the sole right to direct SRUS as to the management of the Ballantyne Recapture Assets, subject to compliance with any applicable investment guidelines, and no Ballantyne Recapture Assets may be withdrawn from the Recapture Subaccount prior to the earlier of (i) the Closing or (ii) the termination of this Agreement in accordance with its terms; provided that Ballantye Recapture Assets may be withdrawn from the Recapture Subaccount in connection with the investment management of such account, so long as any securities purchased, and the proceeds of any sales, are deposited in the Recapture Subaccount. For the avoidance of doubt, the transfer of the Ballantyne Recapture Assets at the Closing shall be deemed to satisfy any obligation to make a payment in an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which shall be paid to the applicable counterparty to each such Transferred Agreement; andBallantyne Q4 Recapture Adjustment. (e) The Buyers, the remainder Sellers and the ING Companies acknowledge and agree that the payments, asset transfers and assumptions of liabilities described in this Section 2.2 and below in Section 2.3 are all integral parts of the Adjusted Purchase Price same transaction and that such payments constitute sufficient consideration for the performance of each party’s obligations hereunder and under the other Transaction Documents. (f) From the date of this Agreement until the Closing Date, the Buyers, the Sellers and the ING Companies each agree to an account designated by cooperate and to work in good faith and to use commercially reasonable efforts to finalize Exhibit M in anticipation of the Seller, subject Closing in a form reasonably acceptable to Section 2.5each of the parties hereto.

Payments at Closing. (a) Not less than two (2) Business Days prior to the anticipated Closing Date, the Parent shall prepare and deliver to the Acquiror a written certificate (the “Seller’s Purchase Price Adjustment Certificate”) detailing the Seller’s Estimated Closing Cash, the Seller’s Estimated Closing Loans, the Seller’s Estimated Closing Indebtedness and the Seller’s Estimated Purchase Price Adjustment Amount based thereon, calculated solely from the balance sheets of Financiera and securitization trusts (Fideicomisos Financieros CFA). The Seller’s Purchase Price Adjustment Certificate shall (i) be prepared in accordance with GAAP applied consistently with its application in connection with the preparation of the Audited Financial Statements and computed in a manner consistent with the Ordinary Course of Business and (ii) be prepared in accordance with the methodologies, policies and practices used in (x) connection with GAAP set forth in Section 2.04(a) of the Parent Disclosure Schedule and (y) establishing the Target Closing Cash, Target Closing Loans and Target Closing Indebtedness as set forth in Schedule V ((i) and (ii), collectively, the “Agreed Accounting Policies”). The Purchase Price will not be adjusted to account for any accruals for or payments at Closing in respect of retention bonuses to be paid by the Companies to any Employee, all of which shall be borne by the Companies post-Closing and, therefore, indirectly by the Acquiror. (b) At the Closing, the Acquiror shall pay to the Seller the Purchase Price, which amount will be (x) increased if the Seller’s Estimated Purchase Price Adjustment Amount is greater than AP0 on a AP-for-AP basis by the amount by which the Seller’s Estimated Purchase Price Adjustment Amount exceeds AP0 or (y) decreased if the Seller’s Estimated Purchase Price Adjustment Amount is less than AP0 on a AP-for-AP basis by the amount by which the Seller’s Estimated Purchase Price Adjustment Amount is less than AP0. The payment made pursuant to the preceding sentence shall be subject to a Post-Closing Adjustment pursuant to the provisions of Section 2.05. (c) The amounts specified in consideration Sections 2.04 and 2.05 shall be paid free and clear of and (except to the saleextent required by Law) without any deduction or withholding on account of any Tax; provided, transferhowever, conveyance that the Acquiror shall provide, or cause its Affiliates to provide, any statements, forms or other documents reasonably requested by the Parent to reduce or eliminate such deduction or withholding and assignment the Parent shall provide, or cause its Affiliates to provide, any statements, forms or other documents reasonably requested by the Acquiror to reduce or eliminate such deduction or withholding. If any amount is required by Law to be deducted or withheld on account of any Tax, the Purchased Assets amounts specified in Section 2.04 or Section 2.05 shall be increased to Purchaserthe extent necessary for the Seller, Purchaser will pay the Parent or other applicable Person to receive (after payment of all Taxes, including Taxes imposed on additional amounts paid to the Seller, the Parent or other applicable Person pursuant to this Section 2.04(c)) the amounts specified in cash Section 2.04 and Section 2.05. The Acquiror shall promptly remit such deduction or withholding on account of any Tax (if any) to the relevant Tax Authority and shall promptly provide the Seller with evidence for such payments reasonably satisfactory to the Seller. (d) The parties hereto shall mutually agree (and such agreement shall not be unreasonably withheld, delayed or conditioned) to either (i) $10,000,000transfer or cause to be transferred all of the Parent Advances Lenders’ right, less title and interest in and to the Parent Advances to the Acquiror (or one of its Affiliates, as designated by the Acquiror that is reasonably acceptable to the Parent) in exchange for payment by the Acquiror to the Parent Advances Lenders their pro rata share of the Parent Advances Amount, in accordance with the terms set forth in the Parent Advances Transfer Agreement (the “Transfer Election”) or (ii) any Closing Adjustments have the Acquiror extinguish the Parent Advances indebtedness by paying or causing to be paid to the Parent Advances Lenders their pro rata share of the Parent Advances Amount, in accordance with the terms set forth in the Payoff Letter (the “Adjusted Purchase PricePayment Election”). The Adjusted Purchase Price will be made by wire transfers of same day funds parties hereto shall agree to their election in writing no later than two (2) Business Days prior to the following accounts. (a) $1,000,000 (“Escrow Amount”) to the account of ▇▇▇▇▇ Fargo Bank, National Association Closing Date (the “Escrow Account” and “Escrow Agent,”respectively) pursuant to an Escrow Agreement to be entered into by and among Purchaser, Seller and the Escrow Agent, such agreement to be in the form of Exhibit H attached hereto (the “Escrow AgreementElection Notice”). Notwithstanding the foregoing, such Escrow Amount to be held in escrow for purposes of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and the terms of the Escrow Agreement (the portion of the Escrow Amount subject to such claims, the “Disputed Amount”), such Disputed Amount (or a portion of such Disputed Amount) shall remain in the Escrow Account until such time as: (i) Seller if the parties are unable to mutually agree regarding a Transfer Election or Payment Election at the time when an Election Notice is due, Acquiror will make the election as to a Transfer Election or Payment Election and Purchaser execute deliver the Election Notice to Parent, so long as such election would not be reasonably expected to result in a joint written instruction violation of applicable Law (if not the case, then the election that would not be reasonably expected to the Escrow Agent instructing the Escrow Agent to disburse all or any portion result in a violation of such Disputed Amount or applicable Law shall apply), (ii) Parent, the Escrow Agent Parent Advances Lenders and the Parent Indemnified Parties will be compensated, indemnified and held harmless by the Acquiror for any and all Losses incurred or suffered by any of them as compared to the alternative that was not elected (but only when the Election Notice was made solely by the Acquiror pursuant to clause (i) above), and (iii) in any event, the Parent Advances Lenders shall receive a final, non-appealable order authorizing immediately available cash in U.S. Dollars equal to the release of Parent Advances Amount at par (without discount) at Closing and the parties shall comply timely with all or applicable Laws in connection with such election (including any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause (aapplicable foreign exchange regulations) and take such other actions to consummate such transactions, in each case so as to not delay the Escrow Agreement, the Escrow Agreement shall control; (b) $3,051,904 to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW Agreements; (c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and (d) an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which shall be paid to the applicable counterparty to each such Transferred Agreement; andClosing. (e) Notwithstanding anything to the remainder contrary contained herein or whether certain amounts payable hereunder are denominated in APs, all amounts payable hereunder (whether in respect of the Adjusted Stated Purchase Price to an account designated Price, the Purchase Price, the Post-Closing Adjustment, any indemnification obligations or otherwise) shall be made in New York in U.S. Dollars by converting APs (where applicable) for U.S. Dollars at the applicable Exchange Rate or through other means proposed by the Seller, subject Acquiror and satisfactory to Section 2.5the Parent.

Payments at Closing. At Helicon shall arrange for CableData, Inc., to complete a print-out of Subscriber data (the "CLOSING SUBSCRIBER DATA") as of a date on or about fifteen (15) days prior to the date scheduled for the Closing, a copy of which print-out will be promptly provided by Helicon to Charter. No later than ten (10) days prior to the date scheduled for the Closing, Helicon shall prepare and deliver to Buyer a written report (the "PRELIMINARY CLOSING STATEMENT") setting forth Helicon's estimates of Closing Net Liabilities, Closing Equivalent Subscribers, and the Cash Consideration (including the portion thereof payable to each Partner) determined in consideration accordance with Sections 2.3, 2.4 and this Section 2.5. The Preliminary Closing Statement shall be prepared by Helicon in good faith in accordance with GAAP and shall be certified by Helicon to be its good faith estimate of the saleClosing Net Liabilities, transfer, conveyance Closing Equivalent Subscribers and assignment Cash Consideration as of the Purchased Assets date thereof. Helicon shall make available to PurchaserBuyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. Buyer shall notify Helicon in writing in the event Buyer disputes any amount set forth on the Preliminary Closing Statement. Buyer and Helicon shall, Purchaser will pay in cash good faith, use all reasonable efforts to Seller (i) $10,000,000resolve any dispute with respect to any amount set forth on the Preliminary Closing Statement prior to the date scheduled for the Closing. At Closing, less (ii) any Closing Adjustments (in addition to the “Adjusted Purchase Price”). The Adjusted payment of the THGLP Note Purchase Price will be made by wire transfers of same day funds to the following accounts. (a) $1,000,000 (“Escrow Amount”) to the account of ▇▇▇▇▇ Fargo Bank, National Association Buyer shall pay (a) unless the “Escrow Account” and “Escrow Agent,”respectively) pursuant Sellers shall have elected to an Escrow Agreement deliver the Letters of Credit, to be entered into by and among Purchaser, Seller and the Escrow AgentAgent the amount of the Indemnity Fund, such agreement to be in the form of Exhibit H attached hereto (the “Escrow Agreement”), such Escrow Amount to be held by the Escrow Agent in escrow for purposes on behalf of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held Sellers in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and accordance with the terms of the Escrow Agreement Indemnity Agreement, and (b) to the Partners (allocated to them as they shall have agreed pursuant to Section 2.3), the portion of the Escrow Amount subject Cash Consideration, as adjusted on the basis of the Preliminary Closing Statement (as adjusted by Helicon and Buyer prior to such claimsClosing) less the aggregate amount, the “Disputed Amount”)if any, such Disputed Amount (or a portion of such Disputed Amount) shall remain in the Escrow Account until such time as: (i) Seller and Purchaser execute a joint written instruction paid to the Escrow Agent instructing under clause (a), with the Escrow Agent to disburse all or any portion sum of such Disputed Amount or (ii) the Escrow Agent shall receive a final, non-appealable order authorizing the release of all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause amounts paid by Buyer under clauses (a) and the Escrow Agreement, the Escrow Agreement shall control; (b) $3,051,904 being referred to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW Agreements; (c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and (d) an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which shall be paid to the applicable counterparty to each such Transferred Agreement; and (e) the remainder of the Adjusted Purchase Price to an account designated by the Seller, subject to Section 2.5"ESTIMATED CASH CONSIDERATION".

Payments at Closing. At (a) Not less than two Business Days before the Closing, the Company will deliver to Parent a spreadsheet, in consideration the form of Schedule 2.4, setting forth in detail (1) an updated version of the sale, transfer, conveyance and assignment Unit Table showing all of the Purchased Assets information noted in Section 2.3 as to Purchasereach Equity Owner as of immediately before the Effective Time; (2) as to each such Equity Owner, Purchaser whether that Equity Owner is an Accredited Investor or a Non-Accredited Investor; (3) as to each Accredited Investor, whether that Accredited Investor has made a “Stock Election,” a “Cash Election,” a “Mixed Election,” or “No Election” and each Accredited Investor’s “Cash-Election Percentage” and/or “PS-Election Percentage” (as each such term is defined in the Parent/Shares Cash Allocation Procedures set out in Exhibit B); and (4) the amounts of Company Transaction Expenses that will be outstanding at Closing as well as the names and addresses of all Persons who will be entitled to receive Company Transaction Expenses upon the occurrence of the Closing (the “Closing Payment Spreadsheet”). (b) At Closing, Parent will pay the Closing Payment in a mixture of (x) Parent Shares with an aggregate value of $7,455,108 (rounded downward to the nearest multiple of a whole number of Parent Shares, the “Closing Payment Parent Shares”), and (y) cash equal to Seller the remainder of the Closing Payment (in the aggregate, the “Closing Payment Cash”), all of which, Closing Payment Parent Shares and Closing Payment Cash, will be paid as follows: (i) To the Company’s transfer agent (the “Transfer Agent”) to be held as issued and outstanding Parent Shares reserved solely for purposes of holding and making distributions thereof in accordance with the terms of this Agreement, a portion of the Closing Payment Parent Shares (all of which will be legended as contemplated by Section 2.5(d) and as contemplated by Section 2.5(e)) (collectively, the “Escrowed Shares”): (A) Parent Shares with an aggregate value of $10,000,000, less 700,000 (the “General Escrow PS Amount”); (B) Parent Shares with an aggregate value of $237,596 (the “Reserved **** Collections Escrow PS Amount”); and (C) Parent Shares with an aggregate value of $175,000 (the “Base Accounts Receivable Collections Escrow PS Amount”); (ii) any To the Former Equity Owners receiving Parent Shares, the remainder of the Closing Adjustments Payment Parent Shares after reduction by the Escrowed Shares (the “Adjusted Purchase Price”). The Adjusted Purchase Price all of which will be made legended as contemplated by wire transfers of same day funds Section 2.5(d)); (iii) To the Persons indicated, an amount in the aggregate equal to the following accounts.Closing Payment Cash, as follows: (a) $1,000,000 (“Escrow Amount”A) to the account of ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Account” and “Escrow Agent,”respectively) pursuant to an Escrow Agreement to be entered into by and among Purchaser, Seller and the Escrow Agent, such agreement to be the following amounts, in the form of Exhibit H attached hereto (the “Escrow Agreement”)cash, such Escrow Amount each to be held in escrow for purposes of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of by the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and Agent in accordance with the terms of the Escrow Agreement Agreement: (I) $1,300,000 (the “General Escrow Cash Amount” and, together with the General Escrow PS Amount, the “General Escrow Amount”); (II) $441,250 (the “Reserved **** Collections Escrow Cash Amount” and, together with the Reserved **** Collections Escrow PS Amount, the “Reserved **** Collections Escrow Amount”); (III) $325,000 (the “Base Accounts Receivable Collections Escrow Cash Amount,” and, together with the Base Accounts Receivable Collections Escrow PS Amount, the “Base Accounts Receivable Collections Escrow Amount”); (B) to Representative, $10,000, in cash, (the “Expense Fund Amount”) in order to establish the Former Equity Owner Expense Fund; and (C) to the Paying Agent, for disbursement to the Former Equity Owners, the portion of the Escrow Amount subject to such claims, Closing Payment Cash remaining after the payments provided for in Section 2.4(b)(iii)(A) and (B) above (the “Disputed AmountNet Closing Cash”). (c) At Closing, Parent will pay to each Person set forth on the Closing Payment Spreadsheet, an amount, in cash, equal to the Company Transaction Expenses set forth opposite such Disputed Amount Person’s name. (or a portion d) Parent will effect the transfer of such Disputed Amount) the Closing Payment Parent Shares provided for in Section 2.4(b)(ii), which shall remain in be represented by book entry positions, through the Escrow Account until such time asTransfer Agent. Parent will instruct the Transfer Agent to: (i) Seller and Purchaser execute reserve for issuance at the Effective Time a joint written instruction number of Parent Shares equal to the Escrow Agent instructing the Escrow Agent to disburse all or any portion of such Disputed Amount or Parent Share Limit; (ii) reflect on its records the Escrow Parent Shares being issued to each Former Equity Owner receiving Parent Shares (other than Escrowed Shares) as a part of the Closing Payment; and (iii) send notice to the Former Equity Owners receiving Parent Shares of such Parent Shares being issued as a part of the Closing Payment promptly following the Closing Date, pursuant to mailing instructions provided by such Former Equity Owner or the Representative. The Transfer Agent shall receive a final, non-appealable order authorizing the release set up separate accounts for each category of Escrowed Shares with all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause (a) and the Escrow Agreement, the Escrow Agreement shall control; (b) $3,051,904 to an account designated by The CW Network, LLC Escrowed Shares held as a Cure Cost pursuant to the CW Agreements; (c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and (d) an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which shall be paid to the applicable counterparty to each such Transferred Agreement; andprovided in Section 2.4(b)(i). (e) Parent will make the remainder payments provided for in Section 2.4(b)(iii)(A) by wire transfer of immediately available funds pursuant to wire transfer instructions to be provided by Escrow Agent. Parent will make the Adjusted Purchase Price payments provided for in Sections 2.4(b)(iii)(B) and 2.4(c) by wire transfer of immediately available funds pursuant to an account designated wire transfer instructions to be provided by Representative concurrently with the Seller, subject to Closing Payment Spreadsheet. Parent will pay the Net Closing Cash provided for in Section 2.4(b)(iii)(C) and will deliver the Closing Payment Parent Shares in accordance with Section 2.5.

Payments at Closing. At the Closing, the Buyer shall make (or cause to be made) the following payments by wire transfer of immediately available funds to the bank accounts designated in consideration writing by the Sellers’ Representative to the Buyer, or as applicable, by issuance of the sale, transfer, conveyance and assignment of the Purchased Assets to Purchaser, Purchaser will pay in cash to Seller Parent Shares: (i) $10,000,000to each Seller, less such Seller’s Allocable Percentage of the Closing Distribution Amount; (ii) any Closing Adjustments to each Seller, twenty-five (25%) of such the “Adjusted Purchase Price”). The Adjusted Purchase Price will be made by wire transfers number of same day funds Net Parent Shares issuable to the following accounts.such Seller; (a) $1,000,000 (“Escrow Amount”iii) to the account Banker, twenty-five (25%) of ▇▇▇▇▇ Fargo Bank, National Association the Banker Parent Shares; (iv) to the “Escrow Account” and “Escrow Agent,”respectively) pursuant to an Escrow Agreement to be entered into by and among Purchaser, Seller and the PPP Escrow Agent, such agreement to be in the form of Exhibit H attached hereto PPP Escrow Amount, which, together with any interest or other amounts earned thereon (collectively, the “PPP Escrow AgreementFund”), such Escrow Amount to shall be held by the PPP Escrow Agent in escrow accordance with this Agreement and the PPP Escrow Agreement as security and a source of payment solely for purposes amounts payable in respect of satisfying any post-Closing adjustments the PPP Obligations and amounts payable to the Purchase Price Buyer pursuant to Section 3.4 and indemnification 7(b)(i)(E), if any; (v) to the holders of obligations that Seller may have constituting any Estimated Funded Indebtedness, all such Estimated Funded Indebtedness set forth in the Payoff Letters as being payable through the Closing Date; and (vi) to Purchaser the holders of obligations constituting Estimated Company Transaction Expenses (other than those owing to Company employees or the Banker Parent Shares to be issued to the Banker pursuant to Section 92(b)(ii)), all such Estimated Company Transaction Expenses. The Escrow Amount shall be held in such escrow account and Purchaser Promptly following the Closing, the Buyer shall cause such amount the Company to be paid pay all Estimated Company Transaction Expenses owing to SellerBusiness Employees through the Company’s payroll system, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and the terms of the Escrow Agreement (the portion of the Escrow Amount subject to such claims, the “Disputed Amount”), such Disputed Amount (or a portion of such Disputed Amount) shall remain in the Escrow Account until such time as: (i) Seller and Purchaser execute a joint written instruction to the Escrow Agent instructing the Escrow Agent to disburse all or any portion of such Disputed Amount or (ii) the Escrow Agent shall receive a final, non-appealable order authorizing the release of all or any portion of such Disputed Amountapplicable Taxes. For the avoidance of doubt, any conflict between this clause the Parties hereby authorize the Buyer to pay (aor cause to be paid) and the Escrow Agreementamounts described above to the Persons described above at the Closing in lieu of making such payments to the Sellers. In addition, the Escrow Agreement shall control; (b) $3,051,904 Parties hereby authorize the Buyer to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW Agreements; (c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and (d) an amount equal withhold and deduct from any consideration that would otherwise be payable to any Cure Cost for Person under this Section 2(b) or otherwise under this Agreement or any Ancillary Agreement the assumption amount(s) so required under applicable Law, it being understood and assignment of agreed that any Transferred Agreement, which such withheld and deducted amount(s) shall be treated as having been paid to the applicable counterparty to such Person for purposes of this Agreement and each such Transferred Ancillary Agreement; and (e) the remainder of the Adjusted Purchase Price to an account designated by the Seller, subject to Section 2.5.

Payments at Closing. At the ClosingEffective Time, in consideration of the saleParent shall pay, transferor cause to be paid, conveyance and assignment of the Purchased Assets to Purchaser, Purchaser will pay in cash to Seller (i) $10,000,000, less (ii) any Closing Adjustments (the “Adjusted Purchase Price”). The Adjusted Purchase Price will be made by wire transfers of same day funds to the following accounts.amounts: (a) $1,000,000 (“Escrow Amount”) to the payees specified in the Payoff Letters, the amount of funds required to be paid pursuant to such Payoff Letters, by wire transfer of immediately available funds to the account of ▇▇▇▇▇ Fargo Bank, National Association or accounts designated in the Payoff Letters; (b) to an account designated by the Escrow Agent (the “Adjustment Escrow Account” and “”), by wire transfer of immediately available funds, an amount in cash equal to the Adjustment Escrow Agent,”respectively) Amount, which amount shall be held by the Escrow Agent pursuant to an Escrow Agreement escrow agreement in customary form reasonably agreed to be entered into by and among Purchaser, Seller Parent and the Escrow Agent, such agreement to be in the form of Exhibit H attached hereto Company (the “Escrow Agreement”), such Escrow Amount to be held in escrow for purposes of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and the terms of the Escrow Agreement (the portion of the Escrow Amount subject to such claims, the “Disputed Amount”), such Disputed Amount (or a portion of such Disputed Amount) shall remain in the Escrow Account until such time as: (i) Seller and Purchaser execute a joint written instruction to the Escrow Agent instructing the Escrow Agent to disburse all or any portion of such Disputed Amount or (ii) the Escrow Agent shall receive a final, non-appealable order authorizing the release of all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause (a) and the Escrow Agreement, the Escrow Agreement shall control; (b) $3,051,904 to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW Agreements; (c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and (d) an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which shall be paid to the applicable counterparty to each such Transferred Agreement; and (e) the remainder of the Adjusted Purchase Price to an account designated by the SellerEscrow Agent (the “Indemnity Escrow Account”), subject by wire transfer of immediately available funds, an amount in cash equal to the Indemnity Escrow Amount, which amount shall be held by the Escrow Agent pursuant to the Escrow Agreement; (d) to an account designated by the Escrow Agent (the “Income Tax Escrow Account”), by wire transfer of immediately available funds, an amount in cash equal to the Income Tax Escrow Amount, which amount shall be held by the Escrow Agent pursuant to the Escrow Agreement; (e) to an account designated by the Company Equityholder Representative (the “Company Equityholder Representative Holdback Account”), by wire transfer of immediately available funds, an amount in cash equal to the Company Equityholder Representative Holdback Amount; (f) to an account designated by the Paying Agent, by wire transfer of immediately available funds, an amount in cash equal to the Estimated Merger Consideration, minus the Adjustment Escrow Amount, minus the Indemnity Escrow Amount, minus the Income Tax Escrow Amount, minus the Company Equityholder Representative Holdback Account (the resulting amount, the “Net Closing Merger Consideration”), minus the Option Cancellation Payment, to be held and delivered by the Paying Agent in accordance with the terms and provisions of the Paying Agent Agreement and the Allocation Schedule; and (g) to an account designated by the Surviving Corporation, by wire transfer of immediately available funds, on behalf of the Eligible Optionholders, the Option Cancellation Payment, for further payment of the Per Option Cancellation Payments to such Eligible Optionholders (and Parent shall cause the Surviving Corporation to make such payments) in accordance with Section 2.52.6(d)(ii) as promptly as practicable after the Effective Time and in all other respects in accordance with Section 2.6(d).

Payments at Closing. At (a) Not less than two Business Days before the Closing, the Company will deliver to Parent a spreadsheet, in consideration the form of Schedule 2.4, setting forth in detail (1) an updated version of the sale, transfer, conveyance and assignment Unit Table showing all of the Purchased Assets information noted in Section 2.3 as to Purchasereach Equity Owner as of immediately before the Effective Time; (2) as to each such Equity Owner, Purchaser whether that Equity Owner is an Accredited Investor or a Non-Accredited Investor; (3) as to each Accredited Investor, whether that Accredited Investor has made a “Stock Election,” a “Cash Election,” a “Mixed Election,” or “No Election” and each Accredited Investor’s “Cash-Election Percentage” and/or “PS-Election Percentage” (as each such term is defined in the Parent/Shares Cash Allocation Procedures set out in Exhibit B); and (4) the amounts of Company Transaction Expenses that will be outstanding at Closing as well as the names and addresses of all Persons who will be entitled to receive Company Transaction Expenses upon the occurrence of the Closing (the “Closing Payment Spreadsheet”). (b) At Closing, Parent will pay the Closing Payment in a mixture of (x) Parent Shares with an aggregate value of $7,455,108 (rounded downward to the nearest multiple of a whole number of Parent Shares, the “Closing Payment Parent Shares”), and (y) cash equal to Seller the remainder of the Closing Payment (in the aggregate, the “Closing Payment Cash”), all of which, Closing Payment Parent Shares and Closing Payment Cash, will be paid as follows: (i) To the Company’s transfer agent (the “Transfer Agent”) to be held as issued and outstanding Parent Shares reserved solely for purposes of holding and making distributions thereof in accordance with the terms of this Agreement, a portion of the Closing Payment Parent Shares (all of which will be legended as contemplated by Section 2.5(d) and as contemplated by Section 2.5(e)) (collectively, the “Escrowed Shares”): (A) Parent Shares with an aggregate value of $10,000,000, less 700,000 (the “General Escrow PS Amount”); (B) Parent Shares with an aggregate value of $237,596 (the “Reserved **** Collections Escrow PS Amount”); and (C) Parent Shares with an aggregate value of $175,000 (the “Base Accounts Receivable Collections Escrow PS Amount”); (ii) any To the Former Equity Owners receiving Parent Shares, the remainder of the Closing Adjustments Payment Parent Shares after reduction by the Escrowed Shares (the “Adjusted Purchase Price”). The Adjusted Purchase Price all of which will be made legended as contemplated by wire transfers of same day funds Section 2.5(d)); (iii) To the Persons indicated, an amount in the aggregate equal to the following accounts.Closing Payment Cash, as follows: (a) $1,000,000 (“Escrow Amount”A) to the account of ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Account” and “Escrow Agent,”respectively) pursuant to an Escrow Agreement to be entered into by and among Purchaser, Seller and the Escrow Agent, such agreement to be the following amounts, in the form of Exhibit H attached hereto (the “Escrow Agreement”)cash, such Escrow Amount each to be held in escrow for purposes of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of by the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and Agent in accordance with the terms of the Escrow Agreement Agreement: **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. (I) $1,300,000 (the “General Escrow Cash Amount” and, together with the General Escrow PS Amount, the “General Escrow Amount”); (II) $441,250 (the “Reserved **** Collections Escrow Cash Amount” and, together with the Reserved **** Collections Escrow PS Amount, the “Reserved **** Collections Escrow Amount”); (III) $325,000 (the “Base Accounts Receivable Collections Escrow Cash Amount,” and, together with the Base Accounts Receivable Collections Escrow PS Amount, the “Base Accounts Receivable Collections Escrow Amount”); (B) to Representative, $10,000, in cash, (the “Expense Fund Amount”) in order to establish the Former Equity Owner Expense Fund; and (C) to the Paying Agent, for disbursement to the Former Equity Owners, the portion of the Escrow Amount subject to such claims, Closing Payment Cash remaining after the payments provided for in Section 2.4(b)(iii)(A) and (B) above (the “Disputed AmountNet Closing Cash”). (c) At Closing, Parent will pay to each Person set forth on the Closing Payment Spreadsheet, an amount, in cash, equal to the Company Transaction Expenses set forth opposite such Disputed Amount Person’s name. (or a portion d) Parent will effect the transfer of such Disputed Amount) the Closing Payment Parent Shares provided for in Section 2.4(b)(ii), which shall remain in be represented by book entry positions, through the Escrow Account until such time asTransfer Agent. Parent will instruct the Transfer Agent to: (i) Seller and Purchaser execute reserve for issuance at the Effective Time a joint written instruction number of Parent Shares equal to the Escrow Agent instructing the Escrow Agent to disburse all or any portion of such Disputed Amount or Parent Share Limit; (ii) reflect on its records the Escrow Parent Shares being issued to each Former Equity Owner receiving Parent Shares (other than Escrowed Shares) as a part of the Closing Payment; and (iii) send notice to the Former Equity Owners receiving Parent Shares of such Parent Shares being issued as a part of the Closing Payment promptly following the Closing Date, pursuant to mailing instructions provided by such Former Equity Owner or the Representative. The Transfer Agent shall receive a final, non-appealable order authorizing the release set up separate accounts for each category of Escrowed Shares with all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause (a) and the Escrow Agreement, the Escrow Agreement shall control; (b) $3,051,904 to an account designated by The CW Network, LLC Escrowed Shares held as a Cure Cost pursuant to the CW Agreements; (c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and (d) an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which shall be paid to the applicable counterparty to each such Transferred Agreement; andprovided in Section 2.4(b)(i). (e) Parent will make the remainder payments provided for in Section 2.4(b)(iii)(A) by wire transfer of immediately available funds pursuant to wire transfer instructions to be provided by Escrow Agent. Parent will make the Adjusted Purchase Price payments provided for in Sections 2.4(b)(iii)(B) and 2.4(c) by wire transfer of immediately available funds pursuant to an account designated wire transfer instructions to be provided by Representative concurrently with the Seller, subject to Closing Payment Spreadsheet. Parent will pay the Net Closing Cash provided for in Section 2.4(b)(iii)(C) and will deliver the Closing Payment Parent Shares in accordance with Section 2.5.

Payments at Closing. At Helicon shall arrange for CableData, Inc., to complete a print-out of Subscriber data (the "Closing Subscriber Data") as of a date on or about fifteen (15) days prior to the date scheduled for the Closing, a copy of which print-out will be promptly provided by Helicon to Charter. No later than ten (10) days prior to the date scheduled for the Closing, Helicon shall prepare and deliver to Buyer a written report (the "Preliminary Closing Statement") setting forth Helicon's estimates of Closing Net Liabilities, Closing Equivalent Subscribers, and the Cash Consideration (including the portion thereof payable to each Partner) determined in consideration accordance with Sections 2.3, 2.4 and this Section 2.5. The Preliminary Closing Statement shall be prepared by Helicon in good faith in accordance with GAAP and shall be certified by Helicon to be its good faith estimate of the saleClosing Net Liabilities, transfer, conveyance Closing Equivalent Subscribers and assignment Cash Consideration as of the Purchased Assets date thereof. Helicon shall make available to PurchaserBuyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement. Buyer shall notify Helicon in writing in the event Buyer disputes any amount set forth on the Preliminary Closing Statement. Buyer and Helicon shall, Purchaser will pay in cash good faith, use all reasonable efforts to Seller (i) $10,000,000resolve any dispute with respect to any amount set forth on the Preliminary Closing Statement prior to the date scheduled for the Closing. At Closing, less (ii) any Closing Adjustments (in addition to the “Adjusted Purchase Price”). The Adjusted payment of the THGLP Note Purchase Price will be made by wire transfers of same day funds to the following accounts. Baum, ▇▇yer shall pay (a) $1,000,000 (“Escrow Amount”) unless the Sellers shall have elected to deliver the Letters of Credit, to the account Escrow Agent the amount of ▇▇▇▇▇ Fargo Bankthe Indemnity Fund, National Association (the “Escrow Account” and “Escrow Agent,”respectively) pursuant to an Escrow Agreement to be entered into by and among Purchaser, Seller and the Escrow Agent, such agreement to be in the form of Exhibit H attached hereto (the “Escrow Agreement”), such Escrow Amount to be held by the Escrow Agent in escrow for purposes on behalf of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held Sellers in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and accordance with the terms of the Escrow Agreement Indemnity Agreement, and (b) to the Partners (allocated to them as they shall have agreed pursuant to Section 2.3), the portion of the Escrow Amount subject Cash Consideration, as adjusted on the basis of the Preliminary Closing Statement (as adjusted by Helicon and Buyer prior to such claimsClosing) less the aggregate amount, the “Disputed Amount”)if any, such Disputed Amount (or a portion of such Disputed Amount) shall remain in the Escrow Account until such time as: (i) Seller and Purchaser execute a joint written instruction paid to the Escrow Agent instructing under clause (a), with the Escrow Agent to disburse all or any portion sum of such Disputed Amount or (ii) the Escrow Agent shall receive a final, non-appealable order authorizing the release of all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause amounts paid by Buyer under clauses (a) and the Escrow Agreement, the Escrow Agreement shall control; (b) $3,051,904 being referred to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW Agreements; (c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and (d) an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which shall be paid to the applicable counterparty to each such Transferred Agreement; and (e) the remainder of the Adjusted Purchase Price to an account designated by the Seller, subject to Section 2.5"Estimated Cash Consideration".

Payments at Closing. At (a) Not less than three business days prior to the Closing Date, the Company shall in good faith prepare and deliver to Purchaser a statement containing the Estimated Merger Consideration and the components thereof, together with reasonable supporting detail. Such statement shall be binding for purposes of the Estimated Merger Consideration, absent mathematical error or calculation inconsistent with the terms of this Agreement, in which case the Estimated Merger Consideration shall be adjusted to correct such error or inconsistency. (b) Subject to the provisions of this Agreement, simultaneously with the Closing, in consideration of the sale, transfer, conveyance and assignment of the Purchased Assets to Purchaser, Purchaser will pay in cash to Seller shall: (i) $10,000,000pay, or cause the Surviving Corporation to pay, to the Stockholders (other than Dissenting Stockholders) with respect to each share of Company Stock outstanding immediately prior to the Effective Time, an amount equal to the Per Share Estimated Merger Consideration less the Per Share Escrow Amount; (ii) any Closing Adjustments (pay, or cause the “Adjusted Purchase Price”). The Adjusted Purchase Price will be made by wire transfers of same day funds Surviving Corporation to pay to the following accounts.holders of Vested Options with respect to each share of Company Stock subject to a Vested Option, an amount equal to the Estimated Option Payment less the Per Share Escrow Amount; and (aiii) $1,000,000 (“deposit, or cause to be deposited, the Representative Escrow Amount”) to the Amount into an escrow account of ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Account” and “Escrow Agent,”respectively) ”), which shall be established pursuant to an Escrow Agreement to be entered into by and among Purchaser, Seller and the Escrow Agent, such escrow agreement to be in the form of Exhibit H attached hereto (the “Escrow Agreement”), such Escrow Amount to be held in escrow for purposes of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and the terms of the which Escrow Agreement (A) shall be entered into on the portion of the Escrow Amount subject to such claimsClosing Date by Purchaser, the Representative and an escrow agent (the “Disputed AmountEscrow Agent”), such Disputed Amount ) to be mutually agreed upon between Purchaser and the Representative and (or a portion of such Disputed AmountB) shall remain be substantially in the Escrow Account until such time as: (i) Seller and Purchaser execute a joint written instruction to the Escrow Agent instructing the Escrow Agent to disburse all or any portion form of such Disputed Amount or (ii) the Escrow Agent shall receive a final, non-appealable order authorizing the release of all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause (a) and the Escrow Agreement, the Escrow Agreement shall control; (b) $3,051,904 to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW Agreements;Exhibit E attached hereto. (c) $368,000 The Company shall request each Stockholder and each holder of Vested Options to an account designated by Toei Animation as a Cure Cost submit to the Company, not later than five business days prior to the Closing Date, instructions for delivery of the payment in respect of such delay to be made pursuant to the DBZ Agreement; and Section 2.10(b)(i) and (d) an amount equal to any Cure Cost ii), together with customary documentation and tax information for the assumption and assignment delivery of any Transferred Agreementshares (or with respect to Vested Options), which documentation and tax information shall be paid reasonably acceptable to the applicable counterparty Company and Purchaser. No later than two business days prior to each such Transferred Agreement; and (e) the remainder of Closing Date the Adjusted Purchase Price Company shall deliver to an account designated by Purchaser a schedule setting forth how the Seller, subject - - payments to be made pursuant to Section 2.52.10(b)(i) and (ii) will be distributed, including wire instructions in the case of payments to be made at the Closing by wire transfer.

Payments at Closing. Not later than five (5) Business Days prior to the Closing, the Sellers’ Representative will furnish to the Buyer a certificate (the “Closing Payment Certificate”), which sets forth the actual Preferred Stock Payment Amount (which shall be final and binding on all Sellers) and the Sellers’ Representative’s good faith estimate of the Seller Transaction Expenses, the Bonus Payment Amount and the Management Fees Payment Amount, and the Closing Indebtedness as of 11:59 p.m. on the Business Day immediately prior to the Closing, in each case including applicable recipients and wiring instructions. At the Closing, in consideration of the sale, transfer, conveyance and assignment of the Purchased Assets to Purchaser, Purchaser Buyer will pay or deliver: 2.3.1. by wire transfer of immediately available funds to such account or accounts as the Sellers’ Representative specifies to the Buyer in cash the Closing Payment Certificate, the amount payable to each counterparty or holder of Closing Indebtedness in order to fully discharge such Debt (including any accrued and unpaid interest thereon); 2.3.2. to the Escrow Agent to be held in accordance with the Escrow Agreement, Buyer PIK Notes as issued to each Common Stock Seller and Warrant Holder Seller (i) $10,000,000, less (ii) any Closing Adjustments (the “Adjusted Purchase Price”). The Adjusted Purchase Price will be made by wire transfers of same day funds to the following accounts. (a) $1,000,000 (“Escrow Amount”) to the account of other than ▇▇▇▇▇▇ Fargo Bank▇▇▇▇) in an aggregate principal amount equal to such Seller’s Percentage of the Indemnity Escrow Amount, National Association discounted by the Discount Rate for the Interest Period; 2.3.3. a Buyer PIK Note to each Preferred Stock Seller as the Sellers’ Representative specifies to the Buyer in the Closing Payment Certificate such Preferred Stock Seller’s portion of the Preferred Stock Payment Amount discounted by the Discount Rate for the Interest Period, represented by such Buyer PIK Note; anda Buyer PIK Note to each Common Stock Seller and Warrant Holder Seller (other than ▇▇▇▇▇▇ ▇▇▇▇) in an aggregate principal amount equal to (a) the “product of (i) the number of outstanding shares of Common Stock plus the number of shares of Common Stock issuable upon the exercise of the Warrants held by such Seller multiplied by (ii) the Common Stock and Warrants Purchase Price Per Share, minus (b) Seller’s Percentage of the Indemnity Escrow Account” Amount, discounted by the Discount Rate for the Interest Period. The Company and “Escrow Agent,”respectively) the Buyer shall be entitled to deduct and withhold from the amounts otherwise payable pursuant to an Escrow this Agreement (including Bonus Payment Amounts) such amounts as may be required to be entered into by deducted and among Purchaser, Seller and the Escrow Agent, such agreement to be in the form of Exhibit H attached hereto (the “Escrow Agreement”), such Escrow Amount to be held in escrow for purposes of satisfying any post-Closing adjustments withheld with respect to the Purchase Price pursuant to Section 3.4 making of such payments under the Code, or any other Legal Requirement, and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in responsible for making any required filing with and payments to Governmental Authorities relating to any such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price deduction or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Datewithholding. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 amounts are so deducted and the terms of the Escrow Agreement (the portion of the Escrow Amount subject to such claims, the “Disputed Amount”)withheld, such Disputed Amount (or a portion of such Disputed Amount) shall remain in the Escrow Account until such time as: (i) Seller and Purchaser execute a joint written instruction to the Escrow Agent instructing the Escrow Agent to disburse all or any portion of such Disputed Amount or (ii) the Escrow Agent shall receive a final, non-appealable order authorizing the release of all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause (a) and the Escrow Agreement, the Escrow Agreement shall control; (b) $3,051,904 to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW Agreements; (c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and (d) an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which amounts shall be treated for all purposes of this Agreement as having been paid to the applicable counterparty to each such Transferred Agreement; and (e) the remainder of the Adjusted Purchase Price to an account designated by the Seller, subject to Section 2.5recipient.

Payments at Closing. At the Closing, in consideration of the sale, transfer, conveyance and assignment of the Purchased Assets to Purchaser, Purchaser will pay in cash to Seller (i) $10,000,000Not less than two Business Days prior to the Closing Date, less Seller shall deliver to Purchaser a statement containing its good faith estimate of the Purchase Price (the “Estimated Purchase Price”) and the components thereof, together with reasonable supporting detail, in each case as of the opening of business on the Closing Date. (ii) any At Closing, Purchaser shall deliver to Seller, by wire transfer of immediately available funds to an account designated in writing by Seller (such designation to be made at least one Business Day prior to the Closing Adjustments Date), payment in an amount equal to (x) the “Adjusted Estimated Purchase Price”). The Adjusted , minus (y) the Indemnity Escrow Amount, which shall be paid pursuant to clause (iii) below, minus (z) the Purchase Price will Escrow Amount, which shall be made by wire transfers of same day funds paid pursuant to the following accountsclause (iv) below. (aiii) $1,000,000 (“At Closing, Purchaser shall pay the Indemnity Escrow Amount”) Amount to the account of ▇▇▇▇▇ Fargo Bank, National Association an escrow agent (the “Escrow Agent”) to be held by the Escrow Agent in an escrow account (the “Indemnity Escrow Account” and “Escrow Agent,”respectively”) pursuant to the terms of an Escrow Agreement to be entered into by and among Purchaser, Seller and the Escrow Agent, such escrow agreement to be in the form of Exhibit H attached hereto (the “Escrow Agreement”), such Escrow Amount ) to be held in escrow for purposes of satisfying any post-Closing adjustments mutually agreed to the Purchase Price pursuant by Purchaser and Seller prior to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To At the extent that any portion Closing, each of Seller and Purchaser shall deliver a duly executed counterpart to the Escrow Agreement. (iv) At Closing, Purchaser shall pay the Purchase Price Escrow Amount is subject to any claims of Purchaser the Escrow Agent to be held by the Escrow Agent in an escrow account (the “Purchase Price Escrow Account”) pursuant to Section 9 and the terms of the Escrow Agreement (the portion of the Escrow Amount subject to such claims, the “Disputed Amount”), such Disputed Amount (or a portion of such Disputed Amount) shall remain in the Escrow Account until such time as: (i) Seller and Purchaser execute a joint written instruction to the Escrow Agent instructing the Escrow Agent to disburse all or any portion of such Disputed Amount or (ii) the Escrow Agent shall receive a final, non-appealable order authorizing the release of all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause (a) and the Escrow Agreement, the Escrow Agreement shall control; (b) $3,051,904 to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW Agreements; (c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and (d) an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which shall be paid to the applicable counterparty to each such Transferred Agreement; and (e) the remainder of the Adjusted Purchase Price to an account designated by the Seller, subject to Section 2.5.

Payments at Closing. (i) At the Closing, in consideration of the sale, transfer, conveyance Buyer and assignment of the Purchased Assets to Purchaser, Purchaser will pay in cash to Seller Parent (jointly and severally) shall (i) $10,000,000, less (ii) any pay to Seller the Closing Adjustments (the “Adjusted Purchase Price”). The Adjusted Purchase Price will be made Cash Payment by wire transfers transfer of same day immediately available funds to the following accounts. (a) $1,000,000 (“Escrow Amount”) to the account of ▇▇▇▇▇ Fargo Bank, National Association (the “Escrow Account” and “Escrow Agent,”respectively) pursuant to an Escrow Agreement to be entered into by and among Purchaser, Seller and the Escrow Agent, such agreement to be in the form of Exhibit H attached hereto (the “Escrow Agreement”), such Escrow Amount to be held in escrow for purposes of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and the terms of the Escrow Agreement (the portion of the Escrow Amount subject to such claims, the “Disputed Amount”), such Disputed Amount (or a portion of such Disputed Amount) shall remain in the Escrow Account until such time as: (i) Seller and Purchaser execute a joint written instruction to the Escrow Agent instructing the Escrow Agent to disburse all or any portion of such Disputed Amount or (ii) the Escrow Agent shall receive a final, non-appealable order authorizing the release of all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause (a) and the Escrow Agreement, the Escrow Agreement shall control; (b) $3,051,904 to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW Agreements; (c) $368,000 to an account designated by Toei Animation as a Cure Cost pursuant to the DBZ Agreement; and (d) an amount equal to any Cure Cost for the assumption and assignment of any Transferred Agreement, which shall be paid to the applicable counterparty to each such Transferred Agreement; and (e) the remainder of the Adjusted Purchase Price to an account designated by the Seller, Seller at least two Business Days prior to Closing and (ii) pay the Debt Payoff Amount to the payees thereof by wire transfer of immediately available funds to the respective accounts designated in the payoff letters with respect thereto. Any portion of the Cash Consideration distributed by the Seller to its Members and Other Members shall be in accordance with the Members’ and Other Members’ respective Share Consideration Percentage Interest. (ii) The Share Consideration shall be subject to certain restrictions set forth in the Restricted Stock Agreements dated as of the Closing Date by and among Parent, Seller and each of the Members (the “Restricted Stock Agreements”). At the Closing, the Share Consideration shall be issued by Parent in the name of the Seller (for the account of the Members and Other Members in accordance with their respective Share Consideration Percentage Interest), but shall be retained by Parent until the respective dates upon which such Share Consideration is no longer subject to restriction under the corresponding Restricted Stock Agreement (the release date of such Share Consideration, the “Release Date”). Buyer and Parent shall deliver to the Seller for the benefit of the Members and the Other Members (in accordance with their respective Share Consideration Percentage Interests) the Share Consideration on their applicable Release Dates, to the extent not cancelled pursuant to Section 2.510.6, provided that if on or prior to an applicable Release Date any claim by a Buyer Party has been made that could result in Excess Losses and Buyer has notified the Members’ Representative of such in writing, then there shall be withheld on such applicable Release Date such amount of the Share Consideration (as determined as follows: (i) if such Share Consideration is subject to the Stock Floor Guaranty (as defined in the Restricted Stock Agreement), the greater of (x) the per share closing price of the Common Stock on the New York Stock Exchange, as reported in the Wall Street Journal on such Release Date (or if the New York Stock Exchange is not open for trading on such date, the preceding trading date) or (y) the Closing Date Value; or (ii) if such Share Consideration is not subject to the Stock Floor Guaranty under the Restricted Stock Agreement, the per share closing price of the Common Stock on the New York Stock Exchange, as reported in the Wall Street Journal on such Release Date (or if the New York Stock Exchange is not open for trading on such date, the preceding trading date)) necessary to cover all Excess Losses, and such withheld amount (or the applicable portion thereof) shall either be cancelled to satisfy a Loss suffered by a Buyer Party or released to Seller for the benefit of the Members (or those of the Members as shall be designated by Seller), as appropriate based upon final resolution of each such claim in accordance with the terms of Article X hereof.

Payments at Closing. At the Closing, in consideration of the sale, transfer, conveyance and assignment of the Purchased Assets Buyer will make (or cause to Purchaser, Purchaser will pay in cash to Seller (ibe made) $10,000,000, less (ii) any Closing Adjustments (the “Adjusted Purchase Price”). The Adjusted Purchase Price will be made by wire transfers of same day funds to the following accounts.payments: (a) $1,000,000 (“Escrow Amount”) to the account Paying Agent, an amount equal to the Aggregate Liquidation Preference Amount payable to the holders of ▇▇▇▇▇ Fargo Bank, National Association (Preferred Stock; * Omitted information is the “Escrow Account” and “Escrow Agent,”respectively) subject of a request for confidential treatment pursuant to an Escrow Agreement to be entered into by Rule 24b-2 under the Securities Exchange Act of 1934 and among Purchaser, Seller has been filed separately with the Securities and the Escrow Agent, such agreement to be in the form of Exhibit H attached hereto (the “Escrow Agreement”), such Escrow Amount to be held in escrow for purposes of satisfying any post-Closing adjustments to the Purchase Price pursuant to Section 3.4 and indemnification obligations that Seller may have to Purchaser pursuant to Section 9. The Escrow Amount shall be held in such escrow account and Purchaser shall cause such amount to be paid to Seller, together will all interest accrued thereon (net of any amounts disbursed to Purchaser in respect of any post-Closing adjustments to the Purchase Price or indemnification obligations under Section 9), on the six (6) month anniversary of the Closing Date. To the extent that any portion of the Escrow Amount is subject to any claims of Purchaser pursuant to Section 9 and the terms of the Escrow Agreement (the portion of the Escrow Amount subject to such claims, the “Disputed Amount”), such Disputed Amount (or a portion of such Disputed Amount) shall remain in the Escrow Account until such time as: (i) Seller and Purchaser execute a joint written instruction to the Escrow Agent instructing the Escrow Agent to disburse all or any portion of such Disputed Amount or (ii) the Escrow Agent shall receive a final, non-appealable order authorizing the release of all or any portion of such Disputed Amount. For the avoidance of doubt, any conflict between this clause (a) and the Escrow Agreement, the Escrow Agreement shall control;Exchange Commission. (b) $3,051,904 to an account designated by The CW Network, LLC as a Cure Cost pursuant to the CW AgreementsPaying Agent, an amount equal to the applicable portion of the Estimated Aggregate Closing Merger Consideration payable to the Stockholders; (c) $368,000 to the Surviving Company, the applicable portion of the Estimated Aggregate Closing Merger Consideration payable to the holders of Cancelled Options; (d) to the Escrow Agent, an amount equal to the Escrow Amount; (e) to the Stockholders’ Representative, by wire transfer of immediately available funds to the account or accounts designated by Toei Animation as a Cure Cost the Stockholders’ Representative in writing no later than two (2) Business Days prior to the Closing Date, an amount equal to the Stockholders’ Representative Expense Amount; provided, that the Stockholders’ Representative Expense Amount shall be deemed for Tax purposes to have been paid to the Stockholders and Option Holders at the Closing in proportion to their respective Pro Rata Shares; and, provided further, to the extent that any withholding is required in connection with such deemed payment, then to ensure that the Stockholder or Option Holder to which the withholding applies has contributed its Pro Rata Share to the Stockholders’ Representative Expense Amount (after taking into account any such withholding), such Stockholder or Option Holder shall be deemed to have received an amount equal to its Grossed-Up Expense Amount Contribution to fund the Stockholders’ Representative Expense Amount and, notwithstanding anything to the contrary in this Agreement, any other amount unrelated to the Stockholders’ Representative Expense Amount that otherwise would have been payable to the applicable Stockholder or Option Holder at Closing shall be reduced by the amount of any such payment deemed received by the Stockholder or Option Holder in excess of its Pro Rata Share of the Stockholders’ Representative Expense Amount; (f) on behalf of the Company, by wire transfer of immediately available funds to the account or accounts designated by the Company in the statement of Transaction Expenses delivered pursuant to Section 3.2, an amount in the DBZ Agreementaggregate equal to the Transaction Expenses, which amounts shall be distributed in accordance with the statement of Transaction Expenses delivered pursuant to Section 3.2; and (dg) an amount equal to any Cure Cost for on behalf of the assumption and assignment Company, by wire transfer of any Transferred Agreement, which shall be paid immediately available funds to the applicable counterparty to each such Transferred Agreement; and (e) the remainder of the Adjusted Purchase Price to an account or accounts designated by the Seller, subject Payoff Letters obtained pursuant to Section 2.56.10 in respect of the Closing Indebtedness or as otherwise designated by the Company in writing no later than two (2) Business Days prior to the Closing Date, an amount in the aggregate equal to the Closing Indebtedness, as set forth in the statement of Closing Indebtedness delivered pursuant to Section 3.2.