The $325,000 remaining portion of the $375,000 Purchase Price (after deduction of the $50,000 payable to Investor’s counsel) shall be used by the Company to pay: (i) $220,170 aggregate amount of Indebtedness and other liabilities of the Company owed to the Persons and in the amounts set forth on Schedule 3.01(c), Schedule 4.3 and Schedule 4.7(i) and (ii) , (ii) $2,099 to the Repurchased Shareholder pursuant to the Share Repurchase, and (iii) (a) the Company’s and the Three Controlling Shareholders’ legal counsel(s) and the Transfer Agent, and (b) $3,232 of other estimated costs and expenses incurred by the Company and the Three Controlling Shareholders, all in connection with the transactions contemplated hereby, after which and immediately following the Closing the Company shall have no outstanding Indebtedness and/or liabilities of any nature to any Person.