Common use of Adjustment to Merger Consideration Clause in Contracts

Adjustment to Merger Consideration. (i) If there is finally determined pursuant to this Section 2.11 a Merger Consideration Deficit, Parent and the Shareholder Representative shall, within three (3) Business Days after the date of such determination, deliver a joint written instruction to the Escrow Agent to pay to Parent the Merger Consideration Deficit, by transferring such number of shares of Subordinate Voting Shares equal to the Merger Consideration Deficit from the Adjustment Escrow Account. Any remaining shares in the Adjustment Escrow Account shall be released to the Shareholder Representative. In the event that the Subordinate Voting Shares available in the Adjustment Escrow Account are less than the required number of Subordinate Voting Shares to satisfy the Merger Consideration Deficit, then the Parent shall have the right to distribute Subordinate Voting Shares from the Contingent Liability Escrow Account. If Subordinate Voting Shares are distributed from the Contingent Liability Escrow Account, then (x) the maximum amount of Losses for which Parent Indemnified Parties under Section 8.04(b), shall be entitled to receive for indemnification under Section 8.02(a) and Section 8.02(b) and (y) the maximum amount of Losses for which Seller Indemnified Parties under Section 8.04(d), shall be entitled to receive for indemnification under Section 8.03(a) and Section 8.03(b), shall be reduced by the number of Subordinate Voting Shares distributed from the Contingent Liability Escrow Account, as required in accordance with Schedule A. (ii) If there is finally determined pursuant to this Section 2.11 a Merger Consideration Surplus, Parent shall, within three (3) Business Days after the date of such determination pay to the Shareholder Representative for further distribution to the Shareholders such number of shares of Subordinate Voting Shares equal to the Merger Consideration Surplus.

Adjustment to Merger Consideration. (i) If there is finally determined pursuant to this Section 2.11 a Merger Consideration Deficit, Parent and the Shareholder Representative Sole Stockholder shall, within three (3) Business Days after the date later of (1) such determinationdetermination and (2) the earlier of (x) Parent’s completion of an Equity Financing, or (y) the first anniversary of the Closing Date, deliver a joint written instruction to the Escrow Agent to pay to Parent the Merger Consideration Deficit, by transferring such number of shares of Subordinate Voting Shares equal to the Merger Consideration Deficit from the Adjustment Escrow Account. Any remaining shares in the Adjustment Escrow Account shall be released to the Shareholder RepresentativeDeficit. In the event that the Subordinate Voting Shares available in the Adjustment Escrow Account are less than the required number of Subordinate Voting Shares shares to satisfy the Merger Consideration Deficit, then the Parent such shortfall amount shall have the right to distribute Subordinate Voting Shares be deducted from the Contingent Liability Indemnification Escrow Account. If Subordinate Voting Shares are distributed from the Contingent Liability Escrow Account, then (x) the maximum amount of Losses for which Parent Indemnified Parties under Section 8.04(b), shall be entitled Account and delivered to receive for indemnification under Section 8.02(a) and Section 8.02(b) and (y) the maximum amount of Losses for which Seller Indemnified Parties under Section 8.04(d), shall be entitled to receive for indemnification under Section 8.03(a) and Section 8.03(b), shall be reduced by the number of Subordinate Voting Shares distributed from the Contingent Liability Escrow Account, as required in accordance with Schedule A.Parent. (ii) If there is finally determined pursuant to this Section 2.11 a Merger Consideration Surplus, Parent and the Sole Stockholder shall, within three (3) Business Days after the date later of (1) such determination and (2) the earlier of (x) Parent’s completion of an Equity Financing, or (y) the first anniversary of the Closing Date, deliver a joint written instruction to the Escrow Agent to pay to the Shareholder Representative for further distribution to Sole Stockholder the Shareholders Merger Consideration Surplus, by transferring such number of shares of Subordinate Voting Shares equal to the Merger Consideration Surplus. In the event that the Subordinate Voting Shares available in the Adjustment Escrow Account are less than the required number of shares to satisfy the Merger Consideration Surplus, Parent shall issue additional Subordinate Voting Shares equal to the Merger Consideration Surplus, less the Adjustment Escrow Amount; provided, however, Parent shall not have to issue more than 3,000,000 additional Subordinate Voting Shares pursuant to this Section 2.11.” (m) The first sentence of Section 2.17(a)(ii) of the Merger Agreement is hereby amended in its entirety to read as follows: “Deposit 3,000,000 Subordinate Voting Shares (the “Adjustment Escrow Amount”) with the Escrow Agent, which shall deposit such Adjustment Escrow Amount into a segregated escrow account (the “Adjustment Escrow Account”) to be used to satisfy any Merger Consideration Deficit as determined in accordance with Section 2.11.” (n) Section 6.04(d) of the Merger Agreement is hereby amended by striking “March 31, 2022” and replacing it with “April 15, 2022”. (o) Section 6.11 of the Merger Agreement is hereby amended to include a new subsection (d) as follows:

Adjustment to Merger Consideration. (i) If there is finally determined pursuant to this Section 2.11 a Merger Consideration Deficit, Parent and the Shareholder Representative Sole Stockholder shall, within three (3) Business Days after the date of such determination, deliver a joint written instruction to the Escrow Agent to pay to Parent the Merger Consideration Deficit, by transferring such number of shares of Subordinate Voting Shares equal to the Merger Consideration Deficit from the Adjustment Escrow Account. Any remaining shares in the Adjustment Escrow Account shall be released to the Shareholder RepresentativeDeficit. In the event that the Subordinate Voting Shares available in the Adjustment Escrow Account are less than the required number of Subordinate Voting Shares shares to satisfy the Merger Consideration Deficit, then the Parent Adjustment Escrow Account shall be the sole source of recovery for the Merger Consideration Deficit, and the Sole Stockholder shall not have any liability for any amounts due pursuant to this Section 2.11 in excess of the right to distribute Subordinate Voting Shares from the Contingent Liability Adjustment Escrow Account. If Subordinate Voting Shares are distributed from the Contingent Liability Escrow Account, then (x) the maximum amount of Losses for which Parent Indemnified Parties under Section 8.04(b), shall be entitled to receive for indemnification under Section 8.02(a) and Section 8.02(b) and (y) the maximum amount of Losses for which Seller Indemnified Parties under Section 8.04(d), shall be entitled to receive for indemnification under Section 8.03(a) and Section 8.03(b), shall be reduced by the number of Subordinate Voting Shares distributed from the Contingent Liability Escrow Account, as required in accordance with Schedule A.. (ii) If there is finally determined pursuant to this Section 2.11 a Merger Consideration Surplus, Parent and the Sole Stockholder shall, within three (3) Business Days after the date of such determination determination, deliver a joint written instruction to the Escrow Agent to pay to Parent the Shareholder Representative for further distribution to the Shareholders Merger Consideration Surplus, by transferring such number of shares of Subordinate Voting Shares equal to the Merger Consideration Surplus. In the event that the Subordinate Voting Shares available in the Adjustment Escrow Account are less than the required number of shares to satisfy the Merger Consideration Surplus, Parent shall issue additional Subordinate Voting Shares equal to the Merger Consideration Surplus, less the Adjustment Escrow Amount; provided, however, Parent shall not have to issue more than 2,500,000 additional Subordinate Voting Shares pursuant to this Section 2.11.

Adjustment to Merger Consideration. (a) If Final Working Capital is less than Estimated Closing Working Capital, then the Merger Consideration shall be adjusted by reducing the principal amounts of the Notes issuable to the Stockholders pursuant to Section 2.5.1(a) in an aggregate dollar amount equal to the difference between Estimated Closing Working Capital and Final Working Capital. (b) If Final Working Capital is greater than Estimated Closing Working Capital, then the Merger Consideration shall be adjusted by increasing the principal amounts of the Notes issuable to the Stockholders pursuant to Section 2.5.1(a) in an aggregate dollar amount equal to the difference between Final Working Capital and Estimated Closing Working Capital. The foregoing notwithstanding, if increasing the aggregate principal amount of the Notes pursuant to the preceding sentence would cause the Share Value to be less than 50% of the value of the Merger Consideration, then to the extent necessary to maintain the Share Value at not less than 50% of the Merger Consideration: (i) If there is finally determined pursuant to this Section 2.11 a Merger Consideration DeficitLION shall issue additional shares of LION Common Stock, Parent and the Shareholder Representative shall, within three (3) Business Days after the date which shall be considered part of such determination, deliver a joint written instruction to the Escrow Agent to pay to Parent the Merger Consideration DeficitShares, by transferring such number that the Share Value shall not be less than 50% of shares the value of Subordinate Voting Shares equal to the Merger Consideration Deficit from Consideration; and (ii) the Adjustment Escrow Account. Any remaining shares amount of the increase in the Adjustment Escrow Account principal amount of the Notes that otherwise would have been made but for the limits imposed by this sentence shall be released to correspondingly reduced by the Shareholder Representative. In the event that the Subordinate Voting Shares available in the Adjustment Escrow Account are less than the required number product of Subordinate Voting Shares to satisfy the Merger Consideration Deficit, then the Parent shall have the right to distribute Subordinate Voting Shares from the Contingent Liability Escrow Account. If Subordinate Voting Shares are distributed from the Contingent Liability Escrow Account, then (x) the maximum amount of Losses for which Parent Indemnified Parties under Section 8.04(b), shall be entitled to receive for indemnification under Section 8.02(a) and Section 8.02(b) Average Share Price and (y) the maximum amount additional shares of Losses for which Seller Indemnified Parties under Section 8.04(d), shall be entitled LION Common Stock issued pursuant to receive for indemnification under Section 8.03(aclause (i) and Section 8.03(b), shall be reduced by the number of Subordinate Voting Shares distributed from the Contingent Liability Escrow Account, as required in accordance with Schedule A.this sentence. (iic) If there is finally determined pursuant to this Section 2.11 a Merger Consideration Surplus, Parent shall, within three (3) Business Days after the date of such determination pay to the Shareholder Representative for further distribution to the Shareholders such number of shares of Subordinate Voting Shares equal to Any adjustment in the Merger Consideration Surplusrequired by this Section 2.7 shall be made based on each Stockholder's Pro Rata Share. (d) For purposes of this Section 2.7, "FINAL WORKING CAPITAL" means Closing Working Capital as shown in LION's calculation delivered pursuant to Section 2.6(b), if no notice of disagreement with respect thereto is duly delivered pursuant to Section 2.6(c); or if such a notice of disagreement is delivered, as agreed by LION and the Stockholders' Representative pursuant to Section 2.6(d) or, in the absence of such agreement, as shown in the Accounting Referee's calculation delivered pursuant to Section 2.6(d); PROVIDED that in no event shall Final Working Capital be less than LION's calculation of Closing Working Capital delivered pursuant to Section 2.6(b) or more than the Stockholders' Representative's calculation of Closing Working Capital delivered pursuant to Section 2.6(c).

Adjustment to Merger Consideration. (i) Three Business Days prior to the anticipated Closing Date of the Merger, the Company will deliver to Parent a schedule showing the calculation of the Estimated Closing Net Working Capital. If there the Estimated Closing Net Working Capital is finally determined pursuant to this Section 2.11 a below the low end of the Target Net Working Capital Range, Parent shall reduce the aggregate amount of the Merger Consideration Deficitby an amount equal to 75% of the difference between the low end of the Target Net Working Capital Range and the Estimated Closing Net Working Capital. If the Estimated Closing Net Working Capital is above the top end of the Target Net Working Capital Range, Parent shall increase the aggregate amount of the Merger Consideration by an amount equal to 75% of the difference between the Estimated Closing Net Working Capital and the top end of the Target Net Working Capital Range. (ii) No later than 90 calendar days following the Closing Date of the Merger, unless extended by mutual agreement of the Parent and Shareholders Representatives, Parent and Surviving Corporation will prepare a schedule showing the Shareholder Representative shall, within three (3) Business Days after calculation of the date Final Net Working Capital. If the Final Net Working Capital is below the low end of such determination, deliver a joint written instruction to the Escrow Agent to pay to Parent the Merger Consideration Deficit, by transferring such number of shares of Subordinate Voting Shares equal to the Merger Consideration Deficit from the Adjustment Escrow Account. Any remaining shares in the Adjustment Escrow Account shall be released to the Shareholder Representative. In the event that the Subordinate Voting Shares available in the Adjustment Escrow Account are less than the required number of Subordinate Voting Shares to satisfy the Merger Consideration DeficitTarget Net Working Capital Range, then Parent and the Parent shall have the right to distribute Subordinate Voting Shares from the Contingent Liability Escrow Account. If Subordinate Voting Shares are distributed from the Contingent Liability Escrow Account, then (x) the maximum amount of Losses for which Parent Indemnified Parties under Section 8.04(b), Surviving Corporation shall be entitled to receive remove from the Escrow Fund an amount equal to the difference between the Final Net Working Capital amount and the low end of the Target Net Working Capital Range. If the Final Net Working Capital is above the top end of the Target Net Working Capital Range, then Parent shall pay into the Merger Fund an amount equal to the difference between the Final Net Working Capital amount and the top end of the Target Net Working Capital Range. Any amount paid into the Merger Fund pursuant to the preceding sentence shall be paid to the Paying Agent for indemnification under Section 8.02(adistribution to each Holder and MeadWestvaco as provided in Sections 3.03(a)(v) and 3.03(a)(vi) hereof, respectively. All amounts paid pursuant to this subsection shall be appropriately adjusted to reflect any adjustments of amount(s) paid on the Closing Date pursuant to Section 8.02(b3.05(b)(i). (iii) The Final Net Working Capital amount shall become final and binding on Parent, the Shareholders Representatives and the former shareholders of the Company unless the Shareholders Representatives give a written notice of disagreement (y“Notice of Disagreement”) within 30 days following delivery by the maximum Parent of the Final Net Working Capital amount to the Paying Agent. Any such Notice of Losses for which Seller Indemnified Parties under Section 8.04(dDisagreement shall specify in reasonable detail the nature of any disagreement so asserted. If Parent and the Shareholders Representatives are unable to resolve the disagreement with respect to the Final Net Working Capital amount within 30 days following the issuance of the Notice of Disagreement, they shall refer the remaining differences to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or another mutually agreeable accounting firm (“CPA Firm”), which acting as experts and not as arbitrators, shall determine only with respect to the remaining differences so submitted, whether and to what extent, if any, the Final Net Working Capital as set forth in the schedule described above requires adjustment. Parent and the Shareholders Representatives shall direct the CPA Firm to use its best efforts to render its determination within 45 days. The CPA Firm’s determination shall be conclusive and binding upon Parent, the Shareholders Representatives and the former shareholders of the Company. The fees and disbursements of the CPA Firm shall be shared equally by Parent and the former shareholders of the Company. In this regard, Parent shall be entitled to receive for indemnification under Section 8.03(a) and Section 8.03(b), shall be reduced by the number of Subordinate Voting Shares distributed withdraw from the Contingent Liability Escrow Account, as required in accordance with Schedule A. (ii) If there is finally determined pursuant any amounts necessary to this Section 2.11 a Merger Consideration Surplus, Parent shall, within three (3) Business Days after cover one-half of the date fees and disbursements of such determination pay to the Shareholder Representative for further distribution to the Shareholders such number of shares of Subordinate Voting Shares equal to the Merger Consideration SurplusCPA Firm.

Adjustment to Merger Consideration. (i) If there is finally determined pursuant to this Section 2.11 a The aggregate Merger Consideration due to the Company's Shareholders under Section 2.01 hereof will be subject to adjustment as follows: (A) If the Ordinary Course Working Capital reflected on the Effective Date Balance Sheet is less than zero by more than $1,200,000 (any such amount by which such Ordinary Course Working Capital is less than zero by more than $1,200,000 being the "Ordinary Course Working Capital Deficit"), then the Merger Consideration shall be reduced in accordance with Section 2.05(b)(ii) below by an amount equal to the Ordinary Course Working Capital Deficit; or (B) If the Extraordinary Working Capital reflected on the Effective Date Balance Sheet is less than zero (any amount by which such Extraordinary Working Capital is less than zero being the "Extraordinary Working Capital Deficit") then the Merger Consideration shall be reduced in accordance with Section 2.05(b)(ii) below by an amount equal to the Extraordinary Working Capital Deficit; or (C) If the long term debt and current portion of long term debt (collectively, "Long Term Debt") of the Company reflected on the Effective Date Balance Sheet is more than $72,579,499 (any such amount by which such Long Term Debt is more than $72,579,499 being the "Excess Long Term Debt") then the Merger Consideration shall be reduced in accordance with Section 2.05 (b)(ii) below by an amount equal to the Excess Long Term Debt; (D) If (i) the budgeted cost of the portion of any Construction Project which has not been completed as of the Effective Date ("Outstanding Construction Cost") exceeds (ii) the restricted cash reflected on the Effective Date Balance Sheet and held and set aside by the Company solely for the completion of any such Construction Project ("Construction Reserve") (any such amount by which such Outstanding Construction Cost exceeds such Construction Reserve being the "Construction Deficit") then the amount equal to the Construction Project Deficit shall be treated as a "current liability" in the calculation of Ordinary Course Working Capital. For purpose of this paragraph Construction Projects shall include, without limitation, Devonshire Power Partners, LLC, Garland Energy Development, LLC, ▇▇▇▇▇▇▇ Resource Recovery, LLC, Streator Energy Partners, LLC, Suffolk Transmission Partners, LP, Upper Rock Energy Partners, LLC. The Outstanding Construction Cost shall be determined by ▇▇▇▇▇▇ Group, Inc. ("▇▇▇▇▇▇") with respect to the determinations under the Note Purchase Agreement, if ▇▇▇▇▇▇▇ consents to using ▇▇▇▇▇▇, in which case ▇▇▇▇▇▇ shall utilize the reports it has prepared for ▇▇▇▇▇▇▇, if appropriate and if ▇▇▇▇▇▇▇, consents to using such reports, or if ▇▇▇▇▇▇▇ or ▇▇▇▇▇▇ does not consent to the use of ▇▇▇▇▇▇, then an independent nationally recognized engineering firm approved by Parent and the Shareholder Representative shall, within three (3) Business Days after the date of such determination, deliver a joint written instruction Company with experience involving projects similar to the Escrow Agent to Construction Projects (the "Engineer"). The Engineer shall render a report respecting the Outstanding Construction Cost within 60 days of the Effective Date. Absent manifest error, the Engineer's determination shall be binding on the parties. The Surviving Corporation shall pay to Parent the fees and expenses of the Engineer. (ii) In the event the Merger Consideration Deficit, is to be reduced pursuant to Section 2.05(b)(i) such reduction shall first be effected by transferring such number making disbursements from the Working Capital Escrow Fund and the Indemnification Escrow Fund in accordance with Section 3(a) of shares of Subordinate Voting Shares equal to the Escrow Agreement. If the Merger Consideration Deficit from the Adjustment Escrow Account. Any remaining shares is to be reduced pursuant to Section 2.05(b)(i) by an amount in the Adjustment Escrow Account shall be released to the Shareholder Representative. In the event that the Subordinate Voting Shares available in the Adjustment Escrow Account are less than the required number excess of Subordinate Voting Shares to satisfy the Merger Consideration Deficitheld in the Working Capital Escrow Fund and the Indemnification Escrow Fund (the "Excess Reduction"), then each Major Shareholder shall pay to the Surviving Corporation an amount (of which amount 50.5% of the value of such amount shall be paid by delivering shares of Parent Common Stock and Parent Series C Preferred Stock valued in accordance with the definition of USE Shares set forth in Section 1 of the Indemnification Agreement, and 49.5% of the value of such amount shall be paid in cash; provided, however that each such Major Shareholder may, at his option, pay such amount solely in cash) equal to (A) the Excess Reduction multiplied by (B) a fraction the numerator of which is the Scheduled Merger Consideration (as defined in the Indemnification Agreement ) for such Major Shareholder and the denominator of which is the Scheduled Merger Consideration for all Major Shareholders, provided that in no event shall any Major Shareholder's aggregate liability under this Section 2.02(b)(ii) and under the Indemnification Agreement exceed the Scheduled Merger Consideration respecting such Shareholder. (iii) Notwithstanding anything to the contrary set forth herein, in the event the Merger Consideration is decreased due to a fact or circumstance that would provide the basis for a claim for indemnification under the Indemnification Agreement after the Closing, there shall not be a claim for an indemnity under the Indemnification Agreement in respect of such fact or circumstance to the extent that the Merger Consideration is decreased under Section 2.05 to account for such fact or circumstance and the Shareholders have made or shall be deemed to have made the payments, if any, required by Section 2.05(b)(i) and (ii). (iv) For purposes of Section 2.01 and this Section 2.05, AJG, acting through its Vice President General Counsel (the "Shareholder Representative"), shall act as the duly authorized agent for all Shareholders with power and authority to act on behalf of and bind all Shareholders. Parent shall have the right to distribute Subordinate Voting Shares from the Contingent Liability Escrow Accountdeliver to Shareholder Representative any notice and such delivery to Shareholder Representative shall satisfy Parent's obligations as to all Shareholders. If Subordinate Voting Shares are distributed from the Contingent Liability Escrow Account, then No Shareholder shall have any power or authority to take any action with respect to Section 2.05 (xother than to make any payment required by Section 2.05(b)(ii)) the maximum amount of Losses for which Parent Indemnified Parties under Section 8.04(b), shall be entitled other than to receive for indemnification under Section 8.02(a) and Section 8.02(b) and (y) the maximum amount of Losses for which Seller Indemnified Parties under Section 8.04(d), shall be entitled to receive for indemnification under Section 8.03(a) and Section 8.03(b), shall be reduced by the number of Subordinate Voting Shares distributed from the Contingent Liability Escrow Account, as required in accordance with Schedule A. (ii) If there is finally determined pursuant to this Section 2.11 a Merger Consideration Surplus, Parent shall, within three (3) Business Days after the date of such determination pay make recommendations to the Shareholder Representative for further distribution to the Shareholders such number of shares of Subordinate Voting Shares equal to the Merger Consideration SurplusRepresentative.

Adjustment to Merger Consideration. (a) After the Closing, the Merger Consideration shall be (i) If there is finally determined pursuant reduced to this Section 2.11 a the extent the Estimated Closing Date Net Working Capital exceeds the actual Closing Date Net Working Capital, or (ii) increased to the extent the actual Closing Date Net Working Capital exceeds the Estimated Closing Date Net Working Capital. The net reduction in or addition to the Merger Consideration Deficitreferred to in the preceding sentence is hereafter referred to as the “Post-Closing Reduction” or “Post-Closing Addition,” respectively. After the calculation of the Closing Date Net Working Capital becomes final and binding upon the parties in accordance with the provisions of Sections 2.07(b)-(e), Parent and the Shareholder Representative shallthen, within three five (35) Business Days after following such calculation: (i) if any Post-Closing Reduction is required, then (A) if the date of such determinationPost-Closing Reduction is less than the Working Capital Escrow Amount, deliver a joint written instruction to Buyer and the Shareholders Representative shall promptly instruct the Escrow Agent to pay to Parent the Merger Consideration Deficitimmediately deliver, by transferring such number wire transfer of shares of Subordinate Voting Shares immediately available funds from the Working Capital Escrow Amount: (I) to an account previously designated in writing by Buyer the Post-Closing Reduction; and (II) to the Paying Agent, for distribution to the Closing Common Shareholders on a Pro Rata basis, an amount equal to the Merger Consideration Deficit Working Capital Escrow Amount minus the Post-Closing Reduction; (B) if the Post-Closing Reduction is equal to the Working Capital Escrow Amount, Buyer and the Shareholders Representative shall promptly instruct the Escrow Agent to immediately deliver, by wire transfer of immediately available funds from the Adjustment Working Capital Escrow Account. Any remaining shares Amount to an account previously designated in writing by Buyer the Post-Closing Reduction; or (C) if the Post-Closing Reduction is greater than the Working Capital Escrow Amount, Buyer and the Shareholders Representative shall promptly instruct the Escrow Agent to immediately deliver, by wire transfer of immediately available funds to an account previously designated in writing by Buyer (I) the Working Capital Escrow Amount, and (II) from the General Escrow Amount, the Excess Reduction Amount; and (ii) if any Post-Closing Addition is required, (A) Buyer shall promptly deliver such Post-Closing Addition in immediately available funds by wire transfer to the Paying Agent for distribution to the Closing Common Shareholders, on a Pro Rata basis; and (B) Buyer and the Shareholders Representative shall promptly instruct the Escrow Agent to immediately deliver to the Paying Agent, for distribution to the Closing Common Shareholders on a Pro Rata basis, the Working Capital Escrow Amount in immediately available funds by wire transfer. (b) As soon as practicable after the Closing Date, but no later than sixty (60) days after the Closing Date, Buyer shall deliver to the Shareholders Representative the draft closing statement (the “Proposed Final Closing Statement”), which shall include a good faith calculation of the Closing Date Net Working Capital and the Post-Closing Addition or Post-Closing Reduction, if any, along with reasonable supporting documentation used in the Adjustment Escrow Account shall be released to preparation of the Shareholder Representative. In the event Proposed Final Closing Statement (it being understood that the Subordinate Voting Shares available Proposed Final Closing Statement shall reflect each Tax charge, Tax expense or other Tax accrual or Tax item as a separate line item on the face of the Proposed Final Closing Statement). (c) The Shareholders Representative shall have thirty (30) days following receipt of the Proposed Final Closing Statement during which to notify Buyer of any dispute of any item contained in the Adjustment Escrow Account are less than Proposed Final Closing Statement, which notice shall set forth in reasonable detail the required number basis for such dispute (the “Notice of Subordinate Voting Shares to satisfy Disagreement”). At any time within such thirty (30) day period, the Merger Consideration Deficit, then the Parent shall have the right to distribute Subordinate Voting Shares from the Contingent Liability Escrow Account. If Subordinate Voting Shares are distributed from the Contingent Liability Escrow Account, then (x) the maximum amount of Losses for which Parent Indemnified Parties under Section 8.04(b), Shareholders Representative shall be entitled to receive agree with any or all of the items set forth in the Proposed Final Closing Statement. For purposes of evaluating the Proposed Final Closing Statement, Buyer and the Surviving Corporation shall make available or provide reasonable access to the Shareholders Representative and its accountants and other representatives, upon advance notice and during normal business hours, all information, records, data and working papers created or used in connection with the preparation of the Proposed Final Closing Statement; and shall permit reasonable access, upon advance notice and during normal business hours, to the Surviving Corporation and its Subsidiaries’ facilities and personnel, as may be reasonably required for indemnification under Section 8.02(athe Shareholders Representative to analyze the Proposed Final Closing Statement and any issues relating thereto and to prepare any submissions to the Accounting Firm. (d) If the Shareholders Representative does not notify Buyer of any such dispute within such thirty (30) day period, or notifies Buyer of its agreement with the adjustments in the Proposed Final Closing Statement prior to the expiration of the thirty (30) day period, the Proposed Final Closing Statement prepared by Buyer shall be deemed to be the “Final Closing Statement,” and Section 8.02(bshall be final, conclusive and binding on all of the Parties. (e) If the Shareholders Representative does notify Buyer of any such dispute within such thirty (30) day period, the Final Closing Statement shall be resolved as follows: (i) Buyer and the Shareholders Representative shall (i) cooperate in good faith to resolve any such dispute as promptly as possible and (yii) promptly instruct the maximum Escrow Agent in writing to deliver, within two (2) Business Days, by wire transfer of immediately available funds from the Working Capital Escrow Amount to the Paying Agent, for distribution to the Closing Common Shareholders on a Pro Rata basis, such amount of Losses for which Seller Indemnified Parties under Section 8.04(d), shall be entitled the Working Capital Escrow Amount that is not subject to receive for indemnification under Section 8.03(a) and Section 8.03(b), shall be reduced by the number of Subordinate Voting Shares distributed from the Contingent Liability Escrow Account, as required in accordance with Schedule A.any such dispute. (ii) If there is finally determined pursuant In the event Buyer and the Shareholders Representative are unable to resolve any such dispute within thirty (30) days (or such longer period as Buyer and the Shareholders Representative shall mutually agree in writing) of Buyer’s receipt of the Notice of Disagreement, such dispute and each party’s work papers related thereto shall be submitted to and resolved in accordance with this Section 2.11 a Merger Consideration Surplus, Parent shall, within three (3) Business Days after the date of such determination pay to the Shareholder Representative for further distribution to the Shareholders such number of shares of Subordinate Voting Shares equal to the Merger Consideration Surplus.2.07(e)(ii)

Adjustment to Merger Consideration. (i) If there is finally determined pursuant to this Section 2.11 a any of the Initial Cash Merger Consideration DeficitInputs in the Closing Statement are different than the Initial Cash Merger Consideration Inputs in the Closing Notice, then corresponding adjustments will be made to the Merger Consideration. The resulting net payment (if any) owed by Parent and to the Shareholder Representative shallCompany Holders (for a positive net adjustment to the Merger Consideration), on the one hand, or the Company Holders to Parent (for a negative net adjustment to the Merger Consideration), on the other hand, is referred to herein as the “True-Up Payment.” The True-Up Payment shall be treated as an adjustment to the Merger Consideration for Tax purposes to the greatest extent permitted by law. The True-Up Payment shall be made within three five (35) Business Days after the date determination of such determinationthe Closing Statement. (i) For any True-Up Payment owed by the Company Holders, deliver a joint written instruction to the Stockholders’ Representative shall cause the Escrow Agent to pay release to Parent from the Merger Consideration DeficitEscrow Fund (including from the Closing Adjustment Escrow Amount, by transferring such number of shares of Subordinate Voting Shares and, if necessary, from the Escrow Amount) an amount equal to the Merger Consideration Deficit True-Up Payment in immediately available funds by wire transfer to such bank account as Parent may specify; provided that no True-Up Payment shall be paid by the Company Holders if such payment is less than $40,000; provided, further, that, if the True-Up Payment exceeds $40,000, any True-Up Payment from the Closing Adjustment Escrow Account. Any remaining shares in the Adjustment Escrow Account shall be released to the Shareholder Representative. In the event that the Subordinate Voting Shares available in the Adjustment Escrow Account are less than the required number of Subordinate Voting Shares to satisfy the Merger Consideration Deficit, then the Parent shall have the right to distribute Subordinate Voting Shares Amount and from the Contingent Liability Escrow Account. If Subordinate Voting Shares are distributed from the Contingent Liability Escrow Account, then (x) the maximum amount Amount will be without deduction of Losses for which Parent Indemnified Parties under Section 8.04(b), shall be entitled to receive for indemnification under Section 8.02(a) and Section 8.02(b) and (y) the maximum amount of Losses for which Seller Indemnified Parties under Section 8.04(d), shall be entitled to receive for indemnification under Section 8.03(a) and Section 8.03(b), shall be reduced by the number of Subordinate Voting Shares distributed from the Contingent Liability Escrow Account, as required in accordance with Schedule A.such threshold amount. (ii) If there no True-Up Payment is finally determined owed by the Company Holders pursuant to this Section 2.11 2.14(e) or the amount of the True-Up Payment owed by the Company Holders is less than the Closing Adjustment Escrow Amount, then Parent shall cause the Escrow Agent to release, to the extent such amount is then available in the Escrow Fund, the difference between (i) the Closing Adjustment Escrow Amount and (ii) the True-Up Payment owed by the Company Holders, if any, in immediately available funds by a Merger Consideration Surplussingle wire transfer, as directed by the Stockholders’ Representative on behalf of the Company Holders. Payments to the Company Holders, as directed by the Stockholders’ Representative pursuant to this Section 2.14(e)(ii), shall be made in proportion to each Company Holder’s respective Pro Rata Portion, with each amount rounded down to the nearest whole cent ($0.01). (iii) For any True-Up Payment owed by Parent or the Surviving Corporation, Parent shall, within three (3) Business Days after the date of such determination shall pay to the Shareholder Representative for further distribution to the Shareholders such number of shares of Subordinate Voting Shares an amount equal to the Merger Consideration SurplusTrue-Up Payment in immediately available funds by a single wire transfer, as directed by the Stockholders’ Representative on behalf of the Company Holders. Payments to the Company Holders by the Surviving Corporation or as directed by the Stockholders’ Representative pursuant to this Section 2.14(e)(iii) shall be made in proportion to each Company Holder’s respective Pro Rata Portion, with each amount rounded down to the nearest whole cent ($0.01).

Adjustment to Merger Consideration. The Working Capital amount determined in accordance with Section 2.10(b) (ithe “Actual Working Capital”) If there is finally and the Net Cash on Hand as determined pursuant in accordance with Section 2.10(b) (the “Actual Net Cash on Hand”) will be used to this Section 2.11 a calculate any necessary post-Closing adjustments to the Preliminary Merger Consideration Deficit, Parent and in order to arrive at the Shareholder Representative shall, within three (3) Business Days after the date of Merger Consideration. Any such determination, deliver a joint written instruction post-Closing adjustments to the Escrow Agent to pay to Parent the Preliminary Merger Consideration Deficit, by transferring such number of shares of Subordinate Voting Shares equal to the Merger Consideration Deficit resulting from the Adjustment Escrow Account. Any remaining shares in Actual Net Cash on Hand being greater than or less than, as the Adjustment Escrow Account case may be, the Target Net Cash on Hand shall be released to made on or before the Shareholder Representative. In the event that the Subordinate Voting Shares available in the Adjustment Escrow Account are less than the required number later of Subordinate Voting Shares to satisfy the Merger Consideration Deficit, then the Parent shall have the right to distribute Subordinate Voting Shares from the Contingent Liability Escrow Account. If Subordinate Voting Shares are distributed from the Contingent Liability Escrow Account, then (x) the maximum amount fifth day after determination of Losses for which Parent Indemnified Parties under Section 8.04(b), shall be entitled to receive for indemnification under Section 8.02(a) and Section 8.02(b) the Actual Net Cash on Hand and (y) the maximum date thirty-five (35) days after the Effective Time. Any such post-Closing adjustments to the Preliminary Merger Consideration resulting from the Actual Working Capital being greater than or less than, as the case may be, the Target Actual Working Capital shall be made on or before the later of (x) the fifth day after the determination of the Actual Working Capital and (y) the date one-hundred twenty (120) days after the Closing Date. (A) Subject to subsection (D) below, if the Actual Working Capital exceeds the Target Working Capital, Buyer will increase the aggregate cash portion of the Merger Consideration by the amount of Losses for which Seller Indemnified Parties under Section 8.04(d)such difference. (B) If the Actual Net Cash on Hand exceeds the Target Net Cash on Hand, shall be entitled to receive for indemnification under Section 8.03(aBuyer will increase the aggregate cash portion of the Merger Consideration by the amount of such difference. (C) and Section 8.03(b)If the Target Working Capital exceeds the Actual Working Capital, the aggregate principal balance of the Subordinated Purchase Note shall be reduced by the number amount of Subordinate Voting Shares distributed from such difference. (D) If the Contingent Liability Escrow AccountTarget Net Cash on Hand exceeds the Actual Net Cash on Hand, Shareholders will pay to Buyer the amount of such difference in cash. (E) The Preliminary Merger Consideration as required finally adjusted in accordance with Schedule A. (ii) If there is finally determined pursuant to this Section 2.11 a Merger Consideration Surplus, Parent shall, within three (32.10(b) Business Days after the date of such determination pay will be deemed to the Shareholder Representative for further distribution to the Shareholders such number of shares of Subordinate Voting Shares equal to be the Merger Consideration SurplusConsideration.