Common use of Transaction Consideration Clause in Contracts

Transaction Consideration. In full consideration of the sale, assignment and transfer of the Purchased Assets and the assumption of the Assumed Liabilities and the execution and delivery by the parties hereto of this Agreement and the other Transaction Documents, as defined below, made in connection with the Transaction, the purchase price for the Purchased Assets shall be such number of shares of Parent Common Stock as is equal to the quotient, rounded to the nearest whole share (such rounded number of shares of Parent Common Stock, the “Parent Stock Amount”), obtained by dividing (i) the difference between (A) $49,000,000 (the “Purchase Consideration”) and (B) the amounts set forth on Schedule 2.6, all of which shall be paid by Buyer at the Closing (such difference, the “Adjusted Purchase Consideration”), divided by (ii) the Parent Stock Price. At the Closing, the Company shall deliver an updated Schedule 2.6 to the extent the amounts required to be set forth on Schedule 2.6 have changed since the date hereof. At the Closing, Buyer shall deliver or cause to be delivered to the Escrow Agent (as defined below) out of the Parent Stock Amount 1,285,715 shares of Parent Common Stock (the “Escrow Amount”), payable into the account designated therefor in the Escrow Agreement (as defined below). The Escrow Amount shall be held by the Escrow Agent in a separate account (the “Escrow Fund”) solely for purposes of the payment to Buyer in satisfaction of any indemnification or other claims of any Buyer Indemnified Party required by Article VIII. The Escrow Fund shall be governed by the terms of an escrow agreement to be entered into by and among Buyer, the Securityholders’ Representative and the Escrow Agent, such escrow agreement to be substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”). The Parent Stock Amount, less the Escrow Amount, shall be payable by Buyer to the Company on the Closing Date, by delivery of one or more stock certificates evidencing such shares of Parent Common Stock, or by delivery of such shares of Parent Common Stock in book entry form to be held as a book position in the name of the Company. The Sellers and the Stockholders shall not be entitled to receive any portion of the Escrow Amount unless and until it is distributed in accordance with the terms of the Escrow Agreement. Notwithstanding anything to the contrary herein, the parties to this Agreement acknowledge and agree that the shares of Parent Common Stock issuable in connection with the Transaction shall be issued by Parent to the Sellers in compliance with the Securities Act and applicable Laws, as set forth in Section 2.9.

Transaction Consideration. In full consideration of the sale, assignment purchase and transfer sale of the Purchased Assets IPC Common Stock pursuant to Section 2.01(a) hereof, the Parent shall make an aggregate initial payment to the Stockholders (the “Initial Payment”) plus, solely if each of the specific conditions set forth in this Section 2.01(b) are satisfied, (A) an aggregate earn-out payment to the Stockholders (the “Earn-Out Payment”), and (B) an aggregate additional earn-out payment to the Stockholders (the “Additional Earn- Out Payment”). Each of the Stockholders hereby agrees that his interest in each of the Initial Payment, and, if applicable, the Earn-Out Payment and the assumption Additional Earn-Out Payment, shall be equal to his ownership interest (expressed as a percentage) in IPC as of the Assumed Liabilities and the execution and delivery by the parties hereto date of this Agreement as set forth in Section 4.04(a) of the IPC Disclosure Schedule. Each of the Stockholders agrees that the payment of any Earn-Out Payment and the other Transaction Documents, as defined below, made in connection with the Transaction, the purchase price Additional Earn-Out Payment is conditioned upon each such Stockholder continuing to be employed by IPC for the Purchased Assets full twelve month period in question, and that Parent shall be have no obligation to make such payments and shall not make such payments if this requirement is not satisfied. Each of the Stockholder further agrees that if the conditions set forth below in Section 2.01(b)(ii) or (iii) for either or both of the Earn-Out Payment or Additional Earn-Out Payment are not satisfied, Parent shall have no obligation to make such payments and shall not make such payments. (i) The Initial Payment shall consist of a number of whole shares of Parent Common Stock as is which shall have an aggregate value equal to one million four hundred and sixty-five thousand dollars ($1,465,000), based on the quotientAverage Share Price, rounded plus cash in lieu of any fractional share interest. (ii) The Earn-Out Payment shall consist of a number of whole shares of Parent Common Stock which shall have an aggregate value equal to up to nine hundred and thirty-five thousand dollars ($935,000), based on the Average Share Price, plus cash in lieu of any fractional share interest, which shall be payable to the nearest whole share Stockholders in accordance with the terms and subject to the conditions set forth in (such rounded A) below. (A) Following the first, second and third anniversary of the Closing Date (each twelve-month period is referred to as an “Earn-Out Period”) but subject to Section 2.01(b)(viii) hereof, the Stockholders shall be entitled to receive a number of whole shares of Parent Common Stock having an aggregate value equal to $455,000, $240,000 and $240,000, respectively (the “Earn-Out Shares”), based on the Average Share Price, plus cash in lieu of any fractional share interest, provided that IPC’s Gross Revenues for the applicable Earn-Out Period equals or exceeds $1.3 million. (iii) The Additional Earn-Out Payment shall consist of a number of whole shares of Parent Common Stock which shall have an aggregate value equal to up to five hundred thousand dollars ($500,000), based on the Average Share Price, plus cash in lieu of any fractional share interest, which shall be payable to the Stockholders in accordance with the terms and subject to the conditions set forth in (A) below. (A) Following the third and fourth anniversary of the Closing Date (each twelve month period is referred to as an “Additional Earn-Out Period”) but subject to Section 2.01(b)(viii) hereof, the Stockholders shall be entitled to receive a number of whole shares of Parent Common Stock having an aggregate value equal to $250,000 and $250,000, respectively (the “Additional Earn-Out Shares”), based on the Average Share Price, plus cash in lieu of any fractional share interest, provided that IPC’s Pre-Tax Net Income for each of calendar year 2009 (in the case of the Additional Earn-Out Payment due on the third anniversary of the Closing) and calendar year 2010 (in the case of the Additional Earn-Out Payment due on the fourth anniversary of the Closing) is in an amount which reflects a compound average annual growth rate (“CAGR”) of not less than 20% as of the date of measurement. For purposes of this provision, (i) the parties hereto agree to use Pre-Tax Net Income of $300,000 for 2006 as a starting point for measuring the CAGR; (ii) Pre-Tax Net Income shall be annualized at the time of the calculation for the years 2009 and 2010 based on actual results through the month-end prior to the time the calculation is made; and (iii) if the CAGR requirement is not satisfied for the calculation required to be made as of the fourth anniversary of the Closing, no Additional Earn-Out Payments shall be made. (iv) Any Earn-Out Shares or Additional Earn-Out Shares due to the Stockholders in accordance with the terms hereof, and any related payment for a fractional share interest, shall be paid by the Parent to the Stockholders within three business days following expiration of the appropriate Review Period, as defined in Section 2.01(b)(v) below, provided that if any such amount is in dispute, such disputed amount shall be paid, to the extent appropriate, within three business days following the resolution of the dispute as set forth in Section 2.01(b)(v). (v) Within 15 days after the end of any applicable Earn-Out Period, or Additional Earn-Out Period, Parent shall prepare and deliver to the Stockholders a statement setting forth in reasonable detail the calculation of IPC’s Gross Revenues or Pre-Tax Net Income, as the case may be, for such period and the aggregate number of Earn-Out Shares or Additional Earn-Out Shares issuable to the Stockholders for such period as a result of such Gross Revenues or Pre-Tax Net Income, as the case may be (the “Statement”). The Stockholders shall have the right to fully review each Statement relating thereto during the 20 days after such Statement has been made available for their review (the “Review Period”). If the Stockholders believe that any adjustments should be made to the Statement, the Stockholders shall give Parent written notice of such adjustments. If Parent agrees with the adjustments proposed by the Stockholders, the adjustments shall be made to such Statement. If there are any proposed adjustments that are disputed by Parent, the Stockholders and the Parent shall negotiate in good faith to resolve all disputed adjustments. If after a period of five days following the date on which the Stockholders give Parent written notice of their proposed adjustments, any such adjustments remain disputed, then the independent public accountants of Parent at such time (the “Independent Accountants”) shall be engaged to resolve any remaining disputed adjustments. The decision of the Independent Accountants with respect to the proposed adjustments shall be conclusive and binding on the parties. The parties shall use their reasonable best efforts to cause the Independent Accountants to resolve any remaining disputed adjustments as promptly as possible. Parent shall pay the cost of preparing the Statement. If the Stockholders propose any adjustments to the Statement, (i) the Stockholders shall pay the costs and expenses of the Independent Accountants if the disputed adjustments are resolved in favor of Parent and (ii) Parent shall pay such costs and expenses if the disputed adjustments are resolved in favor of the Stockholders. If the disputed adjustments are resolved in part in favor of Parent and in part in favor of the Stockholders, Parent and the Stockholders shall share such costs and expenses in proportion to the aggregate of the proposed dollar adjustments resolved in favor of Parent compared to the aggregate of the proposed dollar adjustments resolved in favor of the Stockholders. (vi) For purposes of this Agreement, (1) the “Average Share Price” shall mean the average of the closing sales price of a share of Parent Common Stock, the “Parent Stock Amount”as reported on Nasdaq (as reported by an authoritative source), obtained by dividing for the 20 trading-day period ending with the close of business (iw) on the difference between (A) $49,000,000 (second Business Day preceding the “Purchase Consideration”) and (B) the amounts set forth on Schedule 2.6, all of which shall be paid by Buyer at the Closing (such difference, the “Adjusted Purchase Consideration”), divided by (ii) the Parent Stock Price. At the Closing, the Company shall deliver an updated Schedule 2.6 Effective Time with respect to the extent Initial Payment, (x) on the amounts required to be set forth on Schedule 2.6 have changed since the date hereof. At the Closingfirst, Buyer shall deliver or cause to be delivered to the Escrow Agent (as defined below) out second and third anniversary of the Parent Stock Amount 1,285,715 shares of Parent Common Stock (the “Escrow Amount”), payable into the account designated therefor in the Escrow Agreement (as defined below). The Escrow Amount shall be held by the Escrow Agent in a separate account (the “Escrow Fund”) solely for purposes of the payment to Buyer in satisfaction of any indemnification or other claims of any Buyer Indemnified Party required by Article VIII. The Escrow Fund shall be governed by the terms of an escrow agreement to be entered into by and among Buyer, the Securityholders’ Representative and the Escrow Agent, such escrow agreement to be substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”). The Parent Stock Amount, less the Escrow Amount, shall be payable by Buyer to the Company on the Closing Date, by delivery as applicable, with respect to the Earn-Out Payment due on the applicable date during the Earn-Out Period, (y) on the third and fourth anniversary of one or more stock certificates evidencing such shares of Parent Common Stockthe Closing Date, or by delivery of such shares of Parent Common Stock in book entry form as applicable, with respect to be held as a book position the Additional Earn-Out Payment due on the applicable date during the Additional Earn-Out Period, and (z) in the name case of a Change in Control of Parent, on the Companydate of closing of any such Change in Control of Parent, (2) “Gross Revenues” shall mean all commission, fee and other income generated from operation of IPC’s business, and (3) “Pre-Tax Net Income” shall mean Gross Revenues less expenses of IPC (other than income taxes). The Sellers and the Stockholders shall not be entitled to receive any portion For purposes of the Escrow Amount unless and until it is distributed in accordance with the terms of the Escrow Agreement. Notwithstanding anything to the contrary herein, the parties to this Agreement acknowledge and agree that the shares of Parent Common Stock issuable in connection with the Transaction shall be issued by Parent to the Sellers in compliance with the Securities Act and applicable Laws, as set forth in Section 2.9.determining

Transaction Consideration. In full consideration of the sale, assignment and transfer of the Purchased Assets and the assumption of the Assumed Liabilities and the execution and delivery by the parties hereto of this Agreement and the other Transaction Documents, as defined below, made in connection with the Transaction, the purchase price for the Purchased Assets shall be such number of shares of Parent Common Stock as is equal to the quotient, rounded to the nearest whole share (such rounded number of shares of Parent Common Stock, the “Parent Stock Amount”), obtained by dividing (i) the difference between (A) $49,000,000 Transactions contemplated hereunder (the “Purchase Consideration”) and (B) the amounts set forth on Schedule 2.6, all of which shall be paid by Buyer at the Closing (such difference, the “Adjusted Purchase Transaction Consideration”), divided by Buyer shall: (i) pay in respect of Inventory, other than Purchased Consignment Goods, an all cash amount (such amount, as the same may be adjusted after the Closing in accordance with this Agreement, the “Cash Payment”) to Sellers in the aggregate amount equal to the sum of (i) sixty-three (63%) percent of the aggregate Cost Value of the Inventory as of the Closing Date (other than Layaway Inventory) and (ii) sixty-three (63%) percent of the Parent Stock Price. At aggregate Cost Value of Layaway Inventory as of the ClosingClosing Date less the amount of Layaway Deposits, payable as follows: (A) On the Company shall deliver an updated Schedule 2.6 to the extent the amounts required to be set forth on Schedule 2.6 have changed since the date hereof. At the ClosingClosing Date, Buyer shall (i) deliver or cause to be delivered to the Escrow Agent Sellers an aggregate of sixty-seven percent (as defined below67%) out of the Parent Stock Amount 1,285,715 shares Cash Payment less 50% of Parent Common Stock the fees and expenses of the Inventory Taking Service (the “Escrow AmountInitial Cash Payment”), payable into (ii) deliver to Seller a Letter of Credit pursuant to Section 2(g)(i)(C), and (iii) shall deliver to Sellers an additional amount in cash equal to $40,000 as reimbursement for certain expenses incurred in connection with planned closing sales. For the account designated therefor in the Escrow Agreement (as defined below). The Escrow Amount shall be held by the Escrow Agent in a separate account (the “Escrow Fund”) solely for purposes of determining the payment to Buyer in satisfaction amount of any indemnification or other claims of any Buyer Indemnified Party required by Article VIII. The Escrow Fund shall be governed by the terms of an escrow agreement to be entered into by and among Buyer, the Securityholders’ Representative and the Escrow Agent, such escrow agreement to be substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”). The Parent Stock Amount, less the Escrow Amount, shall be payable by Buyer to the Company Cash Payment on the Closing Date, by delivery the Cost Value of one or more stock certificates evidencing such shares the Inventory as of Parent Common Stock, or by delivery the Closing Date shall be calculated based upon the Sellers’ Cost Value of such shares Inventory (other than Purchased Consignment Goods), provided, that the final amount of Parent Common Stock in book entry form to the Cash Payment shall be held as a book position determined following the Final Inventory Reconciliation. (B) Following the Closing and after completion and verification of the Inventory Taking in the name Acquired Stores (the “Final Inventory Reconciliation”), Buyer and Sellers shall determine the amount of the Company. The Sellers Cash Payment after accounting for the Final Inventory Reconciliation and the Stockholders shall not be entitled any adjustments provided for in this Section 2(i). (C) To secure its obligations to receive any portion tender payment of the Escrow Amount unless and until it is distributed Remaining Cash Payment, Buyer shall deliver to Sellers an irrevocable standby letter of credit in accordance with an original face amount equal to Remaining Cash Payment, naming Sellers (or their designee) as beneficiary (substantially in the terms form of the Escrow Agreement. Notwithstanding anything to the contrary hereinExhibit A, the parties to this Agreement acknowledge and agree that the shares “Letter of Parent Common Stock issuable in connection with the Transaction Credit”), which shall be issued by Parent a bank selected by Buyer and reasonably acceptable to Sellers, and shall contain terms, provisions and conditions mutually acceptable to Buyer and Sellers. In the event that Buyer fails to timely pay the undisputed portion of the Remaining Cash Payment within two (2) business days after the Final Inventory Reconciliation, Sellers shall be entitled to draw on the Letter of Credit to fund such amount or obligation following five (5) days’ written notice to Buyer of Sellers’ intention to do so (which notice shall not be required if Buyer shall be a debtor under title 11, United States Code). The Letter of Credit shall expire on the date sixty (60) days after the Closing Date, provided, however, in the event that Buyer shall have paid to Sellers the Remaining Cash Payment (net of any adjustments as provided for herein), Sellers agree to surrender the original Letter of Credit to the issuer thereof together with written notification that the Letter of Credit may be terminated. (D) To the extent that at the expiration of the Inventory Dispute Period the Final Inventory Reconciliation shows that the amounts paid to Sellers in compliance with respect of the Securities Act Cash Payment exceeded the amount due Sellers in respect of the Cash Payment, then Sellers shall cause any overpayment to be immediately refunded to Buyer. (ii) subject to the consent required pursuant to Section 2(c), pay in respect of Purchased Consignment Goods, after completion and applicable Lawsverification of the Inventory Taking of Purchased Consignment Goods, as set forth an all cash amount to Sellers in Section 2.9an amount equal to such amount agreed to among the Buyer, Sellers and the respective vendors of such Purchased Consignment Goods. Except for Buyer’s obligation to remit such payment, it is expressly understood that Buyer shall have no liability for segregating, securing, inventorying or any other handling of the Purchased Consignment Goods, or the proceeds thereof, and Seller hereby indemnifies Buyer for all claims and causes of action arising therefrom (including, without limitation, reasonably attorney’s fees of Buyer).

Transaction Consideration. In full consideration of the sale, assignment and transfer of the Purchased Assets and the assumption of the Assumed Liabilities and the execution and delivery by the parties hereto of this Agreement and the other (a) Estimated Transaction Documents, as defined below, made in connection with the Transaction, the purchase price for the Purchased Assets shall be such number of shares of Parent Common Stock as is equal Consideration. No later than three (3) Business Days prior to the quotient, rounded to the nearest whole share (such rounded number of shares of Parent Common Stock, the “Parent Stock Amount”), obtained by dividing (i) the difference between (A) $49,000,000 (the “Purchase Consideration”) and (B) the amounts set forth on Schedule 2.6, all of which shall be paid by Buyer at the Closing (such difference, the “Adjusted Purchase Consideration”), divided by (ii) the Parent Stock Price. At the Closing, the Company shall deliver an updated Schedule 2.6 to Purchaser a written statement (the “Closing Statement”) setting forth its good faith estimate of the Transaction Consideration (the “Estimated Transaction Consideration”) in respect of which the Company shall (A) use the actual Enterprise Value and (B) estimate in good faith (1) the amount of Closing Date Funded Indebtedness, (2) the amount of Unpaid Seller Expenses, (3) the amount of Cash and Cash Equivalents, and (4) the Net Working Capital Adjustment, together with reasonably detailed supporting documentation and information (including a reasonably detailed calculation of Accrued Income Tax Liabilities). To the extent reasonably requested by Purchaser, the Company will make available to Purchaser and its auditors and advisors all records and work papers used in preparing the Closing Statement; provided that any information provided pursuant hereto shall be subject to the extent confidentiality and non-use obligations of Section 6.3. The Company shall review any comments reasonably proposed by Purchaser with respect to the amounts required Closing Statement setting forth the Estimated Transaction Consideration, and will consider, in good faith, any changes proposed by Purchaser or its representatives in good faith; provided, however, that if, after such good faith consideration, the Company does not agree with respect to be any such comments or changes, subject to Section 2.3(c), the estimates set forth on Schedule 2.6 have changed since in the date hereofClosing Statement delivered by the Company in accordance with this Section 2.3(a) will be utilized for purposes of calculating the Estimated Transaction Consideration, and in no event will Purchaser’s consent or approval to the estimates set forth in the Closing Statement be deemed to condition or delay the Closing. At the Closing: (i) Purchaser shall, Buyer for administrative convenience on behalf of the Sellers, deposit, or shall deliver or cause to be delivered to the Escrow Agent deposited, Six Million Dollars (as defined below$6,000,000) out of the Parent Stock Amount 1,285,715 shares of Parent Common Stock (such amount, the “Adjustment Escrow Amount”), payable ) into the account designated therefor in the Escrow Agreement (as defined below). The Escrow Amount shall be held by the Escrow Agent in a separate an escrow account (the “Adjustment Escrow FundAccount”) solely for purposes of the payment to Buyer in satisfaction of any indemnification or other claims of any Buyer Indemnified Party required by Article VIII. The Escrow Fund ), which shall be governed by the terms of established pursuant to an escrow agreement to be entered into by and among Buyer, the Securityholders’ Representative and the Escrow Agent, such escrow agreement to be substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”). The Parent Stock Amount, less which Escrow Agreement shall be (A) entered into on the Closing Date among Purchaser, Midco Holdings and Citibank, National Association (the “Escrow Agent”), and (B) substantially in the form of Exhibit A attached hereto; and (ii) Purchaser shall pay, or shall cause to be paid, to Midco Holdings an amount equal to the Estimated Transaction Consideration (as reduced pursuant to the proviso to this Section 2.3(a)(ii), the “Midco Holdings Closing Payment”) to an account designated by Midco Holdings in the Flow of Funds as consideration for the Company Acquisition; provided, that, notwithstanding the foregoing, Purchaser shall reduce, or cause to be reduced, the Midco Holdings Closing Payment by an amount equal to the Adjustment Escrow Amount and the parties hereto acknowledge and agree that Midco Holdings shall be deemed to have received such amount at the Closing as part of the Midco Holdings Closing Payment and immediately thereupon contributed such amounts to the Escrow AmountAgent. For administrative convenience, Midco Holdings hereby directs Purchaser to pay the Midco Holdings Closing Payment to SRS Acquiom, acting as paying agent on behalf of Midco Holdings. Wire instructions for SRS Acquiom will be included in the Flow of Funds. In addition, at the Closing, Purchaser shall pay, or shall cause to be payable paid, in cash by Buyer wire transfer of immediately available funds, on behalf of the Sellers and the Group Companies, (I) the entire amount of the Closing Date Funded Indebtedness of the type referred to in clauses (i) and (ii) of the definition of Funded Indebtedness (if any) in the amounts and pursuant to wire instructions set forth in the applicable payoff letters (including with respect to the Company on Existing Credit Agreement (the “Company Existing Credit Agreement Payoff Letter”) and the Company Existing NPA (the “Company Existing NPA Payoff Letter”)), each of which shall be consistent with the requirements of Section 6.24 and shall otherwise be in form and substance reasonably satisfactory to Purchaser and the Debt Financing Sources, and (II) the Unpaid Seller Expenses in the amounts set forth in the Closing Statement pursuant to wire instructions provided to Purchaser by the Sellers prior to the Closing in the Flow of Funds. At least three (3) Business Days prior to the Closing Date, by delivery the Sellers shall provide Purchaser with a flow of one or more stock certificates evidencing such shares funds (the “Flow of Parent Common Stock, or by delivery of such shares of Parent Common Stock in book entry form Funds”) setting forth the amounts to be held as a book position in the name of the Company. The Sellers and the Stockholders shall not be entitled to receive any portion of the Escrow Amount unless and until it is distributed in accordance with the terms of the Escrow Agreement. Notwithstanding anything to the contrary herein, the parties paid pursuant to this Agreement acknowledge and agree that the shares of Parent Common Stock issuable in connection Section 2.3(a) along with the Transaction shall be issued by Parent to the Sellers in compliance with the Securities Act and applicable Laws, as set forth in Section 2.9wire instructions therefor.

Transaction Consideration. In full (a) The aggregate consideration (such amount, the “Transaction Consideration”) payable by Buyer to Seller (or to Seller Stockholders pursuant to disbursements by Seller Stockholder Representative from the Seller Stockholder Representative Expense Fund pursuant to Section 2.11(d)) pursuant to the terms of this Agreement is an amount equal to (i) the Closing Transaction Consideration, plus (ii) that portion of the saleEscrow Funds, assignment and transfer of if any, that Seller becomes entitled to receive pursuant to the Purchased Assets and the assumption of the Assumed Liabilities and the execution and delivery by the parties hereto terms of this Agreement and the other Transaction DocumentsEscrow Agreement, as defined belowplus (iii) that portion of the Seller Stockholder Representative Expense Fund, made in connection with the Transactionif any, the purchase price for the Purchased Assets shall be such number of shares of Parent Common Stock as that is equal distributed by Seller Stockholder Representative to the quotient, rounded Seller Stockholders pursuant to the nearest whole share (such rounded number of shares of Parent Common Stock, the “Parent Stock Amount”Section US-DOCS\131312541.20 2.11(d), obtained by dividing plus (iiv) the difference between Post-Closing Adjustment, if any positive Post-Closing Adjustment is determined pursuant to Section 2.9(b). (Ab) $49,000,000 (the “Purchase Consideration”) and (B) the amounts set forth on Schedule 2.6, all of which shall be paid by Buyer at the Closing (such difference, the “Adjusted Purchase Consideration”), divided by (ii) the Parent Stock Price. At the Closing, the Company shall deliver an updated Schedule 2.6 to the extent the amounts required to be set forth on Schedule 2.6 have changed since the date hereof. At the Closing, Buyer shall deliver or cause to be delivered to the Escrow Agent (as defined below) out of the Parent Stock Amount 1,285,715 shares of Parent Common Stock (the “Escrow Amount”), payable into the account designated therefor in the Escrow Agreement (as defined below). The Escrow Amount shall be held by the Escrow Agent in a separate account (the “Escrow Fund”) solely for purposes of the payment to Buyer in satisfaction of any indemnification or other claims of any Buyer Indemnified Party required by Article VIII. The Escrow Fund shall be governed by the terms of an escrow agreement to be entered into by and among Buyer, the Securityholders’ Representative and the Escrow Agent, such escrow agreement to be substantially in the form attached hereto as Exhibit D (the “Escrow Agreement”). The Parent Stock Amount, less the Escrow Amount, shall be payable by Buyer to the Company on the Closing Date, by delivery of one or more stock certificates evidencing such shares of Parent Common Stock, or by delivery of such shares of Parent Common Stock in book entry form to be held as a book position in the name of the Company. The Sellers Note and the Stockholders shall not be entitled to receive any portion of the Escrow Amount unless and until it is distributed make payments in accordance with Section 2.5(b) and the terms Consideration Spreadsheet in an aggregate amount equal to the “Estimated Transaction Consideration” (less the Closing Seller Option Consideration, the Closing Seller SARs Consideration and the Closing Seller Warrant Consideration, to the extent paid by Seller prior to Closing pursuant to Sections 2.3(b), (c) and (d)). For purposes hereof, the “Estimated Transaction Consideration” is equal to the sum of the Escrow Agreement. Notwithstanding anything to following: (i) the contrary hereinPurchase Price; plus (ii) the Estimated Closing Cash; minus (iii) the Estimated Closing Indebtedness; plus (iv) the amount, if any, by which the parties to this Agreement acknowledge and agree that Estimated Closing Net Working Capital exceeds the shares of Parent Common Stock issuable in connection with Target Net Working Capital; minus (v) the amount, if any, by which the Target Net Working Capital is greater than the Estimated Closing Net Working Capital; minus (vi) the Estimated Closing Transaction shall be issued by Parent to Expenses, minus (vii) the Sellers in compliance with the Securities Act and applicable Laws, as set forth in Section 2.9Estimated Tax Liability Amount.