definiens: shall mean an estimated calculation by the Company pursuant to Section 1.3 ofan amount equal to $ 50,000,000:(A ) less the sum of:(1 ) $ 4,500,000 in respect of the Escrow Amount,(2 ) $ 2,185,793 in respect of the Closing Transaction Expenses,(3 ) $ 67,675 in respect of the Change of Control Payments,(4 ) any liability to Tax of the Company and the Company Subsidiaries arising in respect of the Change ofControl Payments and in respect of the payment by Purchaser to the Company under Section 2.2(c),(5 ) $ 33,735 in respect of the Closing Financial Debt, A-5(6 ) the Additional Stamp Duty, if any,(7 ) $ 26,469 in respect of the New Share Consideration,(8 ) $ 1,739,019 in respect of the amount payable by Purchaser to Enterprise Ireland for the purchase of theE.I Preference Shares pursuant to the E.I. Sale Agreement,(9 ) $ 92,500 in respect of fifty ( 50 ) per cent . of the cost of the R&W Insurance Policy,(10 ) $ 24,946 in respect of all expenses of any for the Company ’s directors ’ and officers ’ liabilityinsurance in existence immediately prior to Closing procured pursuant to Section 6.3,(11 ) $ 35,771 in respect of the amount payable by Purchaser to the Company pursuant to Section 2.2(c)(ii),(B ) plus the amount, if any, by which Closing Working Capital is more than the Target Working Capital, or lessthe amount, if any, by which Closing Working Capital is less than the Target Working Capital, and(C ) plus the amount, if any, of the Excess Closing Cash, or less the amount, if any, by which Closing Cash isless than $ 650,000