2.2 In consideration of the cancellation and return of the Transfer Certificate and the Deferred Payment Note to the Borrower, the Borrower shall make payment to DPN Holder at the Closing the lump sum amount of Japanese Yen One million One Hundred Forty-Eight Million seven Hundred Forty-Four Thousand Fifty-Three and Sixty Nine (¥1,148,744,053.69) (the "Settlement Price") (exclusive of VAT), in full and final satisfaction of all of its obligations to the Deferred Payment Note Holder under and with respect to the Restructuring Agreements.