Extract to table

Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the MIPA

The Note constitutes Closing Indebtedness of the Company within the meaning of the MIPA, and is required to be repaid in full at or prior to the Closing pursuant to Section 2

If the Payoff Amount is not received in full by the Payee in immediately available funds on November 15, 2024, the Payee hereby expressly reserves the right to recalculate and adjust the Payoff Amount to include any additional interest, fees, or other amounts that may accrue under the Note or applicable law after such date, and this Payoff Letter shall be deemed void and of no further force or effect unless the Payee delivers a replacement payoff letter setting forth a revised Payoff Amount

In the event of any discrepancy between the wire instructions set forth herein and the wire instructions set forth in the final executed Funds Flow Memorandum, the Funds Flow Memorandum shall control

The Buyer and its counsel, Hathaway, Locke & Barnett LLP, shall confirm all wire instructions by telephone callback to the Payee's authorized representative prior to initiating any wire transfer

For the avoidance of doubt, the Payoff Amount must be transmitted and received in United States Dollars