Common use of Adjustment to Merger Consideration Clause in Contracts

Adjustment to Merger Consideration. (i) If the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated Merger Consideration then, within three (3) Business Days after the date on which the Merger Consideration is finally determined: (A) The Buyer shall issue to each Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall issue to each Company Class A Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall issue to each Company Class B Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall deliver to (1) each Company Class A Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class A Unitholder pursuant to clause (B) of this ‎Section 3.5(d)(i), and (2) each Company Class B Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class B Unitholder pursuant to clause (C) of this Section 3.5(d)(i); (E) the Company shall issue to each Company Optionholder who holds Vested Company Options, a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Class A Common Stock issued to such Company Optionholder pursuant to Section 3.1(c)(iii)(A) of this Agreement is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration (and for the avoidance of doubt, without giving effect to the redemption pursuant to Section 3.1(c)(iv); (F) The Buyer shall (1) provide that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units will be increased such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to a Company Optionholder pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value, and (2) and contribute to the Company cash in lieu of any fractional share as provided in ‎Section 3.4(c), for further distribution to the Company Optionholders; and (G) the Company shall issue to the Buyer a number of Common Units equal to the number of shares of Buyer Class A Common Stock issued pursuant to clauses (A) and (E) of this ‎Section 3.5(d). (ii) If the Estimated Merger Consideration exceeds the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), then, within three (3) Business Days after the date on which the Merger Consideration is finally determined: (A) The Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall cancel a number of the Common Units issued to each Company Class A Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall cancel a number of the Common Units issued to each Company Class B Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall cancel a number of the shares of Buyer Class V Voting Stock issued to (1) each Company Class A Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (B) of this ‎Section 3.5(d)(ii) and (2) each Company Class B Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (C) of this Section 3.5(d)(ii); (E) the Company shall cancel a number of shares of Buyer Class A Common Stock issued on the Closing Date to each Company Optionholder who holds Vested Company Options such that the aggregate number of shares of Buyer Class A Common Stock issued to such Company Optionholder pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date pursuant to Section 3.1(c)(iii)(A) of this Agreement if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration; (F) the Buyer shall cancel a number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value; and (G) the Company shall cancel a number of Common Units held by the Buyer equal to the number of shares of Buyer Class A Common Stock canceled pursuant to clause (A) and clause (E) of this ‎Section 3.5(d)(ii). (iii) With respect to each Blocker Owner: (A) if the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), the Buyer shall issue to such Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the Final Closing Blocker Indebtedness, rather than the Estimated Closing Blocker Indebtedness, were used for purposes of determining the Closing Blocker Merger Consideration; or (B) if the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), (1) the Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration, and (2) the Company shall cancel a number of Common Units held by the Buyer equal to the aggregate number of shares of Buyer Class A Common Stock cancelled with respect to all Blocker Owners pursuant to this Section 3.5(d)(iii)(B).

Adjustment to Merger Consideration. (ia) 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, as finally determined pursuant then to ‎Section 3.5(b), exceeds the Estimated Merger Consideration then, within three (3) Business Days after extent necessary to maintain the date on which Share Value at not less than 50% of the Merger Consideration is finally determinedConsideration: (Ai) The Buyer LION shall issue to each Blocker Owner a number of additional shares of Buyer Class A LION Common Stock, plus cash in lieu which shall be considered part of any fractional share as provided in ‎Section 3.4(c)the Merger Shares, such that the aggregate number Share Value shall not be less than 50% of shares the value of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall issue to each Company Class A Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall issue to each Company Class B Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall deliver to (1) each Company Class A Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class A Unitholder pursuant to clause (B) of this ‎Section 3.5(d)(i), and (2) each Company Class B Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class B Unitholder pursuant to clause (C) of this Section 3.5(d)(i); (E) the Company shall issue to each Company Optionholder who holds Vested Company Options, a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Class A Common Stock issued to such Company Optionholder pursuant to Section 3.1(c)(iii)(A) of this Agreement is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration (and for the avoidance of doubt, without giving effect to the redemption pursuant to Section 3.1(c)(iv); (F) The Buyer shall (1) provide that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units will be increased such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to a Company Optionholder pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value, and (2) and contribute to the Company cash in lieu of any fractional share as provided in ‎Section 3.4(c), for further distribution to the Company Optionholders; and (Gii) the Company amount of the increase in the principal amount of the Notes that otherwise would have been made but for the limits imposed by this sentence shall issue to be correspondingly reduced by the Buyer a number product of Common Units equal to (x) the number of Average Share Price and (y) the additional shares of Buyer Class A LION Common Stock issued pursuant to clauses clause (A) and (Ei) of this ‎Section 3.5(d)sentence. (iic) If the Estimated Merger Consideration exceeds the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), then, within three (3) Business Days after the date on which Any adjustment in the Merger Consideration is finally determined:required by this Section 2.7 shall be made based on each Stockholder's Pro Rata Share. (Ad) The Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for For purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall cancel a number of the Common Units issued to each Company Class A Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall cancel a number of the Common Units issued to each Company Class B Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall cancel a number of the shares of Buyer Class V Voting Stock issued to (1) each Company Class A Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (B) of this ‎Section 3.5(d)(ii) and (2) each Company Class B Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (C) of this Section 3.5(d)(ii); (E) the Company shall cancel a number of shares of Buyer Class A Common Stock issued on the 2.7, "FINAL WORKING CAPITAL" means Closing Date to each Company Optionholder who holds Vested Company Options such that the aggregate number of shares of Buyer Class A Common Stock issued to such Company Optionholder pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date Working Capital as shown in LION's calculation delivered pursuant to Section 3.1(c)(iii)(A) of this Agreement if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration; (F) the Buyer shall cancel a number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value; and (G) the Company shall cancel a number of Common Units held by the Buyer equal to the number of shares of Buyer Class A Common Stock canceled pursuant to clause (A) and clause (E) of this ‎Section 3.5(d)(ii). (iii) With respect to each Blocker Owner: (A) if the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b2.6(b), exceeds the Final Closing Blocker Indebtedness if no notice of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness disagreement with respect thereto is finally determined duly delivered pursuant to Section 3.5(b2.6(c), the Buyer shall issue to ; or if such Blocker Owner a number notice of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement disagreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the Final Closing Blocker Indebtedness, rather than the Estimated Closing Blocker Indebtedness, were used for purposes of determining the Closing Blocker Merger Consideration; or (B) if the Final Closing Blocker Indebtedness of such Blocker Owner’s Blockerdelivered, as finally determined pursuant to ‎Section 3.5(b), exceeds agreed by LION and the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined Stockholders' Representative pursuant to Section 3.5(b)2.6(d) or, (1) in the Buyer shall cancel a number absence of such agreement, as shown in the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner Accounting Referee's calculation delivered pursuant to this Agreement and not so cancelled is equal 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 the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather Section 2.6(b) or more than the Estimated Merger Consideration, were used for purposes Stockholders' Representative's calculation of determining the Closing Blocker Merger Consideration, and (2) the Company shall cancel a number of Common Units held by the Buyer equal to the aggregate number of shares of Buyer Class A Common Stock cancelled with respect to all Blocker Owners Working Capital delivered pursuant to this Section 3.5(d)(iii)(B2.6(c).

Adjustment to Merger Consideration. (i) If the Merger Consideration, as there is finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated this Section 2.11 a Merger Consideration thenDeficit, Parent and the Shareholder Representative shall, within three (3) Business Days after the date on which of such determination, deliver a joint written instruction to the Escrow Agent to pay to Parent the Merger Consideration is finally determined: (A) The Buyer shall issue to each Blocker Owner a Deficit, by transferring such number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is 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 shares of Buyer Class A Common Stock such Blocker Owner would Subordinate Voting Shares to satisfy the Merger Consideration Deficit, then the Parent shall have received on the Closing Date if right to distribute Subordinate Voting Shares from the finally determined Merger ConsiderationContingent Liability Escrow Account. If Subordinate Voting Shares are distributed from the Contingent Liability Escrow Account, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; then (Bx) the Company shall issue to each Company Class A Unitholder a number maximum amount of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(cLosses for which Parent Indemnified Parties under Section 8.04(b), such that shall be entitled to receive for indemnification under Section 8.02(a) and Section 8.02(b) and (y) the aggregate number maximum amount of Common Units issued Losses for which Seller Indemnified Parties under Section 8.04(d), shall be entitled to such Company Class A Unitholder pursuant to this Agreement is equal to receive for indemnification under Section 8.03(a) and Section 8.03(b), shall be reduced by the number of Common Units such Company Class A Unitholder would have received on Subordinate Voting Shares distributed from the Closing Date if the finally determined Merger ConsiderationContingent Liability Escrow Account, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall issue to each Company Class B Unitholder a number of Common Units, plus cash as required in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall deliver to (1) each Company Class A Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class A Unitholder pursuant to clause (B) of this ‎Section 3.5(d)(i), and (2) each Company Class B Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class B Unitholder pursuant to clause (C) of this Section 3.5(d)(i); (E) the Company shall issue to each Company Optionholder who holds Vested Company Options, a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Class A Common Stock issued to such Company Optionholder pursuant to Section 3.1(c)(iii)(A) of this Agreement is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration (and for the avoidance of doubt, without giving effect to the redemption pursuant to Section 3.1(c)(iv); (F) The Buyer shall (1) provide that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units will be increased such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to a Company Optionholder pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value, and (2) and contribute to the Company cash in lieu of any fractional share as provided in ‎Section 3.4(c), for further distribution to the Company Optionholders; and (G) the Company shall issue to the Buyer a number of Common Units equal to the number of shares of Buyer Class A Common Stock issued pursuant to clauses (A) and (E) of this ‎Section 3.5(d).accordance with Schedule A. (ii) If the Estimated Merger Consideration exceeds the Merger Consideration, as there is finally determined pursuant to ‎Section 3.5(b)this Section 2.11 a Merger Consideration Surplus, thenParent shall, within three (3) Business Days after the date on which of such determination pay to the Merger Consideration is finally determined: (A) The Buyer shall cancel a number of Shareholder Representative for further distribution to the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date Shareholders such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is Subordinate Voting Shares equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall cancel a number of the Common Units issued to each Company Class A Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall cancel a number of the Common Units issued to each Company Class B Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall cancel a number of the shares of Buyer Class V Voting Stock issued to (1) each Company Class A Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (B) of this ‎Section 3.5(d)(ii) and (2) each Company Class B Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (C) of this Section 3.5(d)(ii); (E) the Company shall cancel a number of shares of Buyer Class A Common Stock issued on the Closing Date to each Company Optionholder who holds Vested Company Options such that the aggregate number of shares of Buyer Class A Common Stock issued to such Company Optionholder pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date pursuant to Section 3.1(c)(iii)(A) of this Agreement if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration; (F) the Buyer shall cancel a number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value; and (G) the Company shall cancel a number of Common Units held by the Buyer equal to the number of shares of Buyer Class A Common Stock canceled pursuant to clause (A) and clause (E) of this ‎Section 3.5(d)(ii)Consideration Surplus. (iii) With respect to each Blocker Owner: (A) if the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), the Buyer shall issue to such Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the Final Closing Blocker Indebtedness, rather than the Estimated Closing Blocker Indebtedness, were used for purposes of determining the Closing Blocker Merger Consideration; or (B) if the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), (1) the Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration, and (2) the Company shall cancel a number of Common Units held by the Buyer equal to the aggregate number of shares of Buyer Class A Common Stock cancelled with respect to all Blocker Owners pursuant to this Section 3.5(d)(iii)(B).

Adjustment to Merger Consideration. The Working Capital amount determined in accordance with Section 2.10(b) (ithe “Actual Working Capital”) If and the Net Cash on Hand as determined in accordance with Section 2.10(b) (the “Actual Net Cash on Hand”) will be used to calculate any necessary post-Closing adjustments to the Preliminary Merger Consideration in order to arrive at the Merger Consideration. Any such post-Closing adjustments to the Preliminary Merger Consideration resulting from the Actual Net Cash on Hand being greater than or less than, as finally determined pursuant the case may be, the Target Net Cash on Hand shall be made on or before the later of (x) the fifth day after determination of the Actual Net Cash on Hand and (y) the date thirty-five (35) days after the Effective Time. Any such post-Closing adjustments to ‎Section 3.5(b), exceeds the Estimated Preliminary Merger Consideration thenresulting from the Actual Working Capital being greater than or less than, within three as the case may be, the Target Actual Working Capital shall be made on or before the later of (3x) Business Days the fifth day after the determination of the Actual Working Capital and (y) the date on which one-hundred twenty (120) days after the Merger Consideration is finally determined:Closing Date. (A) The Subject to subsection (D) below, if the Actual Working Capital exceeds the Target Working Capital, Buyer shall issue to each Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that will increase the aggregate number cash portion of shares the Merger Consideration by the amount of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration;difference. (B) If the Company shall issue to each Company Class A Unitholder a number of Common UnitsActual Net Cash on Hand exceeds the Target Net Cash on Hand, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that Buyer will increase the aggregate number cash portion of Common Units issued to the Merger Consideration by the amount of such Company Class A Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration;difference. (C) If the Company shall issue to each Company Class B Unitholder a number of Common UnitsTarget Working Capital exceeds the Actual Working Capital, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number principal balance of Common Units issued to the Subordinated Purchase Note shall be reduced by the amount of such Company Class B Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration;difference. (D) If the Target Net Cash on Hand exceeds the Actual Net Cash on Hand, Shareholders will pay to Buyer shall deliver to (1) each Company Class A Unitholder a number the amount of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class A Unitholder pursuant to clause (B) of this ‎Section 3.5(d)(i), and (2) each Company Class B Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class B Unitholder pursuant to clause (C) of this Section 3.5(d)(i);difference in cash. (E) the Company shall issue to each Company Optionholder who holds Vested Company Options, a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Class A Common Stock issued to such Company Optionholder pursuant to Section 3.1(c)(iii)(A) of this Agreement is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder The Preliminary Merger Consideration (and for the avoidance of doubt, without giving effect to the redemption pursuant to as finally adjusted in accordance with this Section 3.1(c)(iv); (F2.10(b) The Buyer shall (1) provide that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units will be increased such that the aggregate number of shares of Buyer Class A Common Stock subject deemed to the Restricted Share Units issued to a Company Optionholder pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value, and (2) and contribute to the Company cash in lieu of any fractional share as provided in ‎Section 3.4(c), for further distribution to the Company Optionholders; and (G) the Company shall issue to the Buyer a number of Common Units equal to the number of shares of Buyer Class A Common Stock issued pursuant to clauses (A) and (E) of this ‎Section 3.5(d). (ii) If the Estimated Merger Consideration exceeds be the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), then, within three (3) Business Days after the date on which the Merger Consideration is finally determined: (A) The Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall cancel a number of the Common Units issued to each Company Class A Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall cancel a number of the Common Units issued to each Company Class B Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall cancel a number of the shares of Buyer Class V Voting Stock issued to (1) each Company Class A Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (B) of this ‎Section 3.5(d)(ii) and (2) each Company Class B Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (C) of this Section 3.5(d)(ii); (E) the Company shall cancel a number of shares of Buyer Class A Common Stock issued on the Closing Date to each Company Optionholder who holds Vested Company Options such that the aggregate number of shares of Buyer Class A Common Stock issued to such Company Optionholder pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date pursuant to Section 3.1(c)(iii)(A) of this Agreement if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration; (F) the Buyer shall cancel a number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value; and (G) the Company shall cancel a number of Common Units held by the Buyer equal to the number of shares of Buyer Class A Common Stock canceled pursuant to clause (A) and clause (E) of this ‎Section 3.5(d)(ii). (iii) With respect to each Blocker Owner: (A) if the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), the Buyer shall issue to such Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the Final Closing Blocker Indebtedness, rather than the Estimated Closing Blocker Indebtedness, were used for purposes of determining the Closing Blocker Merger Consideration; or (B) if the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), (1) the Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration, and (2) the Company shall cancel a number of Common Units held by the Buyer equal to the aggregate number of shares of Buyer Class A Common Stock cancelled with respect to all Blocker Owners pursuant to this Section 3.5(d)(iii)(B).

Adjustment to Merger Consideration. (i) If the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), Section 2.3(b) exceeds the Estimated Merger Consideration (such excess amount, the “Excess Amount”) then, within three (3) five Business Days after the date on which the Merger Consideration is finally determined: (A) The Buyer , RAC shall, and shall cause Rice Holdings to, issue to each Blocker Owner a whole number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), the Company Interests issued to Archaea on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock Company Interests issued to such Blocker Owner Archaea pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner Company Interests Archaea would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) , in each case as rounded down to the Company shall issue to each Company nearest whole OpCo Class A Unitholder a number Unit and share of RAC Class B Common Units, plus cash in lieu Stock that comprise such Company Interests to the extent of any fractional Common Unit units (if any); and (ii) If the Estimated Merger Consideration exceeds the Merger Consideration as provided in ‎Section 3.4(c)finally determined pursuant to Section 2.3(b) (such amount, the “Deficit Amount”) then, within five Business Days after the date on which the Merger Consideration is finally determined, RAC shall, and shall cause Rice Holdings to, cancel a whole number of the Company Interests issued to Archaea on the Closing Date such that the aggregate number of Common Units Company Interests issued to such Company Class A Unitholder Archaea pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class A Unitholder Interests Archaea would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Merger Consideration, in each case as rounded down to the nearest whole OpCo Class A Unitholder Merger Consideration; (C) the Company shall issue to each Company Unit and share of RAC Class B Unitholder a number of Common Units, plus cash in lieu Stock that comprise such Company Interests to the extent of any fractional Common Unit as provided units (if any). (iii) Notwithstanding anything to the contrary contained in ‎Section 3.4(cthis Agreement but consistent with Section 2.2(c)(ii), such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall deliver to (1) each Company Class A Unitholder a number of shares of Buyer Class V Voting Stock equal extent any upward adjustment to the number of Common Units issued Merger Consideration is attributable to Cash Capex Incurred, such Company Class A Unitholder pursuant adjustment shall be paid to clause (B) of this ‎Section 3.5(d)(i), and (2) each Company Class B Unitholder a number of shares of Buyer Class V Voting Stock equal Archaea in cash to the number extent of Common Units issued to such Company Class B Unitholder pursuant to clause (C) of this Section 3.5(d)(i); (E) the Company shall issue to each Company Optionholder who holds Vested Company OptionsCash Capex Incurred and not, a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Class A Common Stock issued to such Company Optionholder pursuant to Section 3.1(c)(iii)(A) of this Agreement is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration (and for the avoidance of doubt, without giving effect to the redemption pursuant to Section 3.1(c)(iv); (F) The Buyer shall (1) provide that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units will be increased such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to a in additional Company Optionholder pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value, and (2) and contribute to the Company cash in lieu of any fractional share as provided in ‎Section 3.4(c), for further distribution to the Company Optionholders; and (G) the Company shall issue to the Buyer a number of Common Units equal to the number of shares of Buyer Class A Common Stock issued pursuant to clauses (A) and (E) of this ‎Section 3.5(d)Interests. (ii) If the Estimated Merger Consideration exceeds the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), then, within three (3) Business Days after the date on which the Merger Consideration is finally determined: (A) The Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall cancel a number of the Common Units issued to each Company Class A Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall cancel a number of the Common Units issued to each Company Class B Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall cancel a number of the shares of Buyer Class V Voting Stock issued to (1) each Company Class A Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (B) of this ‎Section 3.5(d)(ii) and (2) each Company Class B Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (C) of this Section 3.5(d)(ii); (E) the Company shall cancel a number of shares of Buyer Class A Common Stock issued on the Closing Date to each Company Optionholder who holds Vested Company Options such that the aggregate number of shares of Buyer Class A Common Stock issued to such Company Optionholder pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date pursuant to Section 3.1(c)(iii)(A) of this Agreement if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration; (F) the Buyer shall cancel a number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value; and (G) the Company shall cancel a number of Common Units held by the Buyer equal to the number of shares of Buyer Class A Common Stock canceled pursuant to clause (A) and clause (E) of this ‎Section 3.5(d)(ii). (iii) With respect to each Blocker Owner: (A) if the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), the Buyer shall issue to such Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the Final Closing Blocker Indebtedness, rather than the Estimated Closing Blocker Indebtedness, were used for purposes of determining the Closing Blocker Merger Consideration; or (B) if the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), (1) the Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration, and (2) the Company shall cancel a number of Common Units held by the Buyer equal to the aggregate number of shares of Buyer Class A Common Stock cancelled with respect to all Blocker Owners pursuant to this Section 3.5(d)(iii)(B).

Adjustment to Merger Consideration. (i) If the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated The aggregate Merger Consideration then, within three (3) Business Days after due to the date on which the Merger Consideration is finally determinedCompany's Shareholders under Section 2.01 hereof will be subject to adjustment as follows: (A) The Buyer shall issue to each Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of If the Ordinary Course Working Capital reflected on the Effective Date Balance Sheet is less than zero by more than $1,200,000 (any fractional share as provided in ‎Section 3.4(csuch 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"), such that then the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is Merger Consideration shall be reduced in accordance with Section 2.05(b)(ii) below by an amount equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall issue to each Company Class A Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall issue to each Company Class B Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall deliver to (1) each Company Class A Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class A Unitholder pursuant to clause (B) of this ‎Section 3.5(d)(i), and (2) each Company Class B Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class B Unitholder pursuant to clause (C) of this Section 3.5(d)(i); (E) the Company shall issue to each Company Optionholder who holds Vested Company Options, a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Class A Common Stock issued to such Company Optionholder pursuant to Section 3.1(c)(iii)(A) of this Agreement is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration (and for the avoidance of doubt, without giving effect to the redemption pursuant to Section 3.1(c)(iv); (F) The Buyer shall (1) provide that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units will be increased such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to a Company Optionholder pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value, and (2) and contribute to the Company cash in lieu of any fractional share as provided in ‎Section 3.4(c), for further distribution to the Company Optionholders; and (G) the Company shall issue to the Buyer a number of Common Units equal to the number of shares of Buyer Class A Common Stock issued pursuant to clauses (A) and (E) of this ‎Section 3.5(d). (ii) If the Estimated Merger Consideration exceeds the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), then, within three (3) Business Days after the date on which the Merger Consideration is finally determined: (A) The Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall cancel a number of the Common Units issued to each Company Class A Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall cancel a number of the Common Units issued to each Company Class B Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall cancel a number of the shares of Buyer Class V Voting Stock issued to (1) each Company Class A Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (B) of this ‎Section 3.5(d)(ii) and (2) each Company Class B Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (C) of this Section 3.5(d)(ii); (E) the Company shall cancel a number of shares of Buyer Class A Common Stock issued on the Closing Date to each Company Optionholder who holds Vested Company Options such that the aggregate number of shares of Buyer Class A Common Stock issued to such Company Optionholder pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date pursuant to Section 3.1(c)(iii)(A) of this Agreement if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration; (F) the Buyer shall cancel a number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value; and (G) the Company shall cancel a number of Common Units held by the Buyer equal to the number of shares of Buyer Class A Common Stock canceled pursuant to clause (A) and clause (E) of this ‎Section 3.5(d)(ii). (iii) With respect to each Blocker Owner: (A) if the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), the Buyer shall issue to such Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the Final Closing Blocker Indebtedness, rather than the Estimated Closing Blocker Indebtedness, were used for purposes of determining the Closing Blocker Merger ConsiderationOrdinary 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, Xxxxxxx Resource Recovery, LLC, Streator Energy Partners, LLC, Suffolk Transmission Partners, LP, Upper Rock Energy Partners, LLC. The Outstanding Construction Cost shall be determined by Xxxxxx Group, Inc. ("Xxxxxx") with respect to the determinations under the Note Purchase Agreement, if Xxxxxxx consents to using Xxxxxx, in which case Xxxxxx shall utilize the Final Closing Blocker Indebtedness reports it has prepared for Xxxxxxx, if appropriate and if Xxxxxxx, consents to using such reports, or if Xxxxxxx or Xxxxxx does not consent to the use of such Blocker Owner’s BlockerXxxxxx, as finally determined pursuant then an independent nationally recognized engineering firm approved by Parent and the Company with experience involving projects similar to ‎Section 3.5(bthe 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, exceeds the Estimated Closing Blocker Indebtedness Engineer's determination shall be binding on the parties. The Surviving Corporation shall pay the fees and expenses of such Blocker Owner’s Blocker, then, within three the Engineer. (3ii) Business Days after In the date on which event the Final Closing Blocker Indebtedness Merger Consideration is finally determined to be reduced pursuant to Section 3.5(b2.05(b)(i) such reduction shall first be effected by making disbursements from the Working Capital Escrow Fund and the Indemnification Escrow Fund in accordance with Section 3(a) of the Escrow Agreement. If the Merger Consideration is to be reduced pursuant to Section 2.05(b)(i) by an amount in excess of the Merger Consideration held 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 (1of 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 Buyer 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 cancel 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 number 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 shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such extent that the aggregate number of shares of Buyer Class A Common Stock issued Merger Consideration is decreased under Section 2.05 to account for such Blocker Owner pursuant fact or circumstance and the Shareholders have made or shall be deemed to this Agreement have made the payments, if any, required by Section 2.05(b)(i) and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for (ii). (iv) For purposes of determining Section 2.01 and this Section 2.05, AJG, acting through its Vice President General Counsel (the Closing Blocker Merger Consideration"Shareholder Representative"), shall act as the duly authorized agent for all Shareholders with power and (2) authority to act on behalf of and bind all Shareholders. Parent shall have the Company right to deliver to Shareholder Representative any notice and such delivery to Shareholder Representative shall cancel a number of Common Units held by the Buyer equal satisfy Parent's obligations as to the aggregate number of shares of Buyer Class A Common Stock cancelled all Shareholders. No Shareholder shall have any power or authority to take any action with respect to all Blocker Owners pursuant Section 2.05 (other than to this make any payment required by Section 3.5(d)(iii)(B2.05(b)(ii)) other than to make recommendations to the Shareholder Representative.

Adjustment to Merger Consideration. (i) If the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated Merger Consideration then, within three (3) Business Days after the date on which the Merger Consideration is finally determined: (A) The Buyer shall issue to each Blocker Owner a aggregate number of shares of Buyer Class A IDF Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that Stock constituting the Merger Consideration and the aggregate number of shares of Buyer Class A IDF Common Stock issued constituting the TechStar Option Shares shall be subject to adjustment on or after the Closing Date, upon the occurrence of any of the following: (a) In the event of issuance of any additional shares of IDF Common Stock or other Fully-Diluted IDF Equity between the date of this Agreement and the Closing Date, the 6,039,776 shares of IDF Common Stock and the 988,327 TechStar Option Shares, shall be proportionately increased to such Blocker Owner number of shares as shall represent 56.7% and 9.3%, respectively of the Fully-Diluted IDF Equity as at the Closing Date immediately after consummation of the Merger and after giving effect to (i) the issuance of such Merger Consideration, and (ii) the potential issuance of TechStar Option Shares; (b) In the event of issuance of any additional shares of IDF Common Stock subsequent to the Closing Date pursuant to this Agreement is the exercise or conversion of Fully-Diluted IDF Equity outstanding at the Closing Date (including, without limitation, all shares of IDF Common Stock potentially issuable upon conversion of remaining IDF 8% Debentures), the shares of IDF Common Stock representing the Merger Consideration and the TechStar Option Shares, shall be proportionately increased to such number of shares as shall represent 56.7% and 9.3%, respectively of the Fully-Diluted IDF Equity as at the Closing Date immediately after consummation of the Merger and after giving effect to (i) the exercise or conversion of such Fully-Diluted IDF Equity, (ii) the issuance of such Merger Consideration and (iii) the potential issuance of TechStar Option Shares; (c) In the event that any of the TechStar Options issued pursuant to the TechStar Employment Agreements shall, following the Closing Date, terminate or be cancelled without having vested and being exercised, AUGI shall be entitled to receive, as additional Merger Consideration, that number of shares of IDF Common Stock which shall be equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall issue to each Company Class A Unitholder TechStar Option Shares not issued as a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall issue to each Company Class B Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall deliver to (1) each Company Class A Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class A Unitholder pursuant to clause (B) of this ‎Section 3.5(d)(i), and (2) each Company Class B Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class B Unitholder pursuant to clause (C) of this Section 3.5(d)(i); (E) the Company shall issue to each Company Optionholder who holds Vested Company Options, a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Class A Common Stock issued to such Company Optionholder pursuant to Section 3.1(c)(iii)(A) of this Agreement is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration (and for the avoidance of doubt, without giving effect to the redemption pursuant to Section 3.1(c)(iv); (F) The Buyer shall (1) provide that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units will be increased such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to a Company Optionholder pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value, and (2) and contribute to the Company cash in lieu of any fractional share as provided in ‎Section 3.4(c), for further distribution to the Company Optionholders; and (G) the Company shall issue to the Buyer a number of Common Units equal to the number of shares of Buyer Class A Common Stock issued pursuant to clauses (A) and (E) of this ‎Section 3.5(d). (ii) If the Estimated Merger Consideration exceeds the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), then, within three (3) Business Days after the date on which the Merger Consideration is finally determined: (A) The Buyer shall cancel a number result of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall cancel a number of the Common Units issued to each Company Class A Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall cancel a number of the Common Units issued to each Company Class B Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall cancel a number of the shares of Buyer Class V Voting Stock issued to (1) each Company Class A Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (B) of this ‎Section 3.5(d)(ii) and (2) each Company Class B Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (C) of this Section 3.5(d)(ii); (E) the Company shall cancel a number of shares of Buyer Class A Common Stock issued on the Closing Date to each Company Optionholder who holds Vested Company Options such that the aggregate number of shares of Buyer Class A Common Stock issued to such Company Optionholder pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date pursuant to Section 3.1(c)(iii)(A) of this Agreement if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration; (F) the Buyer shall cancel a number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value; and (G) the Company shall cancel a number of Common Units held by the Buyer equal to the number of shares of Buyer Class A Common Stock canceled pursuant to clause (A) and clause (E) of this ‎Section 3.5(d)(ii). (iii) With respect to each Blocker Owner: (A) if the Estimated Closing Blocker Indebtedness termination or cancellation of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), the Buyer shall issue to such Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the Final Closing Blocker Indebtedness, rather than the Estimated Closing Blocker Indebtedness, were used for purposes of determining the Closing Blocker Merger Consideration; or (B) if the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), (1) the Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration, and (2) the Company shall cancel a number of Common Units held by the Buyer equal to the aggregate number of shares of Buyer Class A Common Stock cancelled with respect to all Blocker Owners pursuant to this Section 3.5(d)(iii)(B)TechStar Options.

Adjustment to Merger Consideration. (i) If the Merger Consideration, as there is finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated this Section 2.11 a Merger Consideration thenDeficit, Parent and the Sole Stockholder shall, within three (3) Business Days after the date on which of such determination, deliver a joint written instruction to the Escrow Agent to pay to Parent the Merger Consideration is finally determined: (A) The Buyer shall issue to each Blocker Owner a Deficit, by transferring such number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such Subordinate Voting Shares equal to the Merger Consideration Deficit. In the event that the aggregate Subordinate Voting Shares available in the Adjustment Escrow Account are less than the required number of shares to satisfy the Merger Consideration Deficit, the Adjustment Escrow Account shall be the sole source of Buyer Class A Common Stock issued to such Blocker Owner recovery for the Merger Consideration Deficit, and the Sole Stockholder shall not have any liability for any amounts due pursuant to this Agreement is equal to Section 2.11 in excess of the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall issue to each Company Class A Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall issue to each Company Class B Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall deliver to (1) each Company Class A Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class A Unitholder pursuant to clause (B) of this ‎Section 3.5(d)(i), and (2) each Company Class B Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class B Unitholder pursuant to clause (C) of this Section 3.5(d)(i); (E) the Company shall issue to each Company Optionholder who holds Vested Company Options, a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Class A Common Stock issued to such Company Optionholder pursuant to Section 3.1(c)(iii)(A) of this Agreement is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration (and for the avoidance of doubt, without giving effect to the redemption pursuant to Section 3.1(c)(iv); (F) The Buyer shall (1) provide that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units will be increased such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to a Company Optionholder pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value, and (2) and contribute to the Company cash in lieu of any fractional share as provided in ‎Section 3.4(c), for further distribution to the Company Optionholders; and (G) the Company shall issue to the Buyer a number of Common Units equal to the number of shares of Buyer Class A Common Stock issued pursuant to clauses (A) and (E) of this ‎Section 3.5(d)Adjustment Escrow Account. (ii) If the Estimated Merger Consideration exceeds the Merger Consideration, as there is finally determined pursuant to ‎Section 3.5(b)this Section 2.11 a Merger Consideration Surplus, thenParent and the Sole Stockholder shall, within three (3) Business Days after the date on which of such determination, deliver a joint written instruction to the Escrow Agent to pay to Parent the Merger Consideration is finally determined: (A) The Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date Surplus, by transferring such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is 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 of Buyer Class A Common Stock such Blocker Owner would have received on to satisfy the Closing Date if the finally determined Merger ConsiderationConsideration Surplus, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company Parent shall cancel a number of the Common Units issued to each Company Class A Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement and not so cancelled is issue additional Subordinate Voting Shares equal to the number of Common Units such Company Class A Unitholder would Merger Consideration Surplus, less the Adjustment Escrow Amount; provided, however, Parent shall not have received on the Closing Date if the finally determined Merger Consideration, rather to issue more than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall cancel a number of the Common Units issued to each Company Class B Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall cancel a number of the shares of Buyer Class V 2,500,000 additional Subordinate Voting Stock issued to (1) each Company Class A Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (B) of this ‎Section 3.5(d)(ii) and (2) each Company Class B Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (C) of this Section 3.5(d)(ii); (E) the Company shall cancel a number of shares of Buyer Class A Common Stock issued on the Closing Date to each Company Optionholder who holds Vested Company Options such that the aggregate number of shares of Buyer Class A Common Stock issued to such Company Optionholder pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date pursuant to Section 3.1(c)(iii)(A) of this Agreement if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration; (F) the Buyer shall cancel a number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value; and (G) the Company shall cancel a number of Common Units held by the Buyer equal to the number of shares of Buyer Class A Common Stock canceled pursuant to clause (A) and clause (E) of this ‎Section 3.5(d)(ii). (iii) With respect to each Blocker Owner: (A) if the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), the Buyer shall issue to such Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the Final Closing Blocker Indebtedness, rather than the Estimated Closing Blocker Indebtedness, were used for purposes of determining the Closing Blocker Merger Consideration; or (B) if the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), (1) the Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration, and (2) the Company shall cancel a number of Common Units held by the Buyer equal to the aggregate number of shares of Buyer Class A Common Stock cancelled with respect to all Blocker Owners Shares pursuant to this Section 3.5(d)(iii)(B)2.11.

Adjustment to Merger Consideration. (i) If Upon receipt by Purchaser of the Merger Consideration, as finally determined pursuant to ‎Section 3.5(bStockholders’ Representative’s written notice of agreement and/or resolution of all Disputed Items in accordance with Sections 3.1(c) or 3.1(d), (i) the calculation of the Closing Cash will be final, conclusive and binding on the Parties and will be the “Final Closing Cash,” (ii) the calculation of the Closing Indebtedness will be final, conclusive and binding on the Parties and will be the “Final Closing Indebtedness,” and (ii) the calculation of the Closing Transaction Expenses will be final, conclusive and binding on the Parties and will be the “Final Closing Transaction Expenses.” (ii) In the event that: (1) the amount of the Final Closing Cash exceeds the Estimated Merger Consideration thenClosing Cash by more than $25,000, within three (3) Business Days after the date on which the Merger Consideration is finally determined: (A) The Buyer shall issue to each Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall issue to each Company Class A Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall issue to each Company Class B Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer Purchaser shall deliver to (1) each Company Class A Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class A Unitholder pursuant to clause (B) of this ‎Section 3.5(d)(i), and (2) each Company Class B Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class B Unitholder pursuant to clause (C) of this Section 3.5(d)(i); (E) the Company shall issue to each Company Optionholder who holds Vested Company Options, a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Class A Common Stock issued to such Company Optionholder pursuant to Section 3.1(c)(iii)(A) of this Agreement is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration (and for the avoidance of doubt, without giving effect to the redemption pursuant to Section 3.1(c)(iv); (F) The Buyer shall (1) provide that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units will be increased such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to a Company Optionholder pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value, and (2) and contribute to the Company cash in lieu of any fractional share as provided in ‎Section 3.4(c), Stockholders’ Representative’s designee for further distribution to each of the Company Optionholders; and (G) Participating Holders in accordance with the Company shall issue to the Buyer a number List of Common Units Participating Holders an amount equal to the number of shares of Buyer Class A Common Stock issued pursuant to clauses (A) and (E) of this ‎Section 3.5(d). (ii) If Final Closing Cash minus the Estimated Merger Consideration exceeds the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), then, within three (3) Business Days after the date on which the Merger Consideration is finally determined: (A) The Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall cancel a number of the Common Units issued to each Company Class A Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall cancel a number of the Common Units issued to each Company Class B Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall cancel a number of the shares of Buyer Class V Voting Stock issued to (1) each Company Class A Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (B) of this ‎Section 3.5(d)(ii) and (2) each Company Class B Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (C) of this Section 3.5(d)(ii); (E) the Company shall cancel a number of shares of Buyer Class A Common Stock issued on the Closing Date to each Company Optionholder who holds Vested Company Options such that the aggregate number of shares of Buyer Class A Common Stock issued to such Company Optionholder pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date pursuant to Section 3.1(c)(iii)(A) of this Agreement if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration; (F) the Buyer shall cancel a number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option ValueCash; and (G) the Company shall cancel a number of Common Units held by the Buyer equal to the number of shares of Buyer Class A Common Stock canceled pursuant to clause (A) and clause (E) of this ‎Section 3.5(d)(ii). (iii) With respect to each Blocker Owner: (A) if the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), Cash exceeds the Final Closing Blocker Indebtedness of Cash by more than $25,000, then Purchaser shall be entitled to exercise its Set-Off Rights in an amount equal to such Blocker Owner’s Blocker, then, within three (3) Business Days after excess; if the date on which difference between the Final Closing Blocker Indebtedness Cash and Estimated Closing Cash is finally determined pursuant to Section 3.5(b)less than $25,000 in either direction, no further payments or adjustments shall be made with respect thereto. (2) the Buyer shall issue to such Blocker Owner a number amount of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the Final Closing Blocker Indebtedness, rather than the Estimated Closing Blocker Indebtedness, were used for purposes of determining the Closing Blocker Merger Consideration; or (B) if the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated Closing Blocker Indebtedness, then Purchaser shall be entitled to offset any amounts due to the Participating Holders pursuant to Section 3.1(e)(ii) or exercise its Set-Off Rights in an amount equal to such excess amount; if the amount of the Estimated Closing Indebtedness exceeds the Final Closing Indebtedness, Purchaser shall deliver to the Stockholders’ Representative’s designee for further distribution to each of the Participating Holders in accordance with the List of Participating Holders an amount equal to such Blocker Owner’s Blocker, then, within three excess. (3) Business Days after the date on which amount of the Final Closing Blocker Indebtedness is finally determined Transaction Expenses exceeds the Estimated Closing Transaction Expenses, then Purchaser shall be entitled to offset any amounts due to the Participating Holders pursuant to Section 3.5(b), (13.1(e)(ii) or exercise its Set-Off Rights in an amount equal to such excess amount; if the Buyer shall cancel a number amount of the shares of Buyer Class A Common Stock issued to each Blocker Owner on Estimated Closing Transaction Expenses exceeds the Final Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal Transaction Expenses, Purchaser shall deliver to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used Stockholders’ Representative’s designee for purposes of determining the Closing Blocker Merger Consideration, and (2) the Company shall cancel a number of Common Units held by the Buyer equal further distribution to the aggregate number of shares of Buyer Class A Common Stock cancelled with respect to all Blocker Owners pursuant to this Section 3.5(d)(iii)(B).each

Adjustment to Merger Consideration. (i) If the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), Section 2.4(b) exceeds the Estimated Merger Consideration (such excess amount, the “Excess Amount”) then, within three (3) five Business Days after the date on which the Merger Consideration is finally determined, the Buyer shall pay the Excess Amount to the Equityholder Representative in immediately available funds to an account designated in writing by the Equityholder Representative. (ii) If the Estimated Merger Consideration exceeds the Merger Consideration as finally determined pursuant to Section 2.4(b) (such amount, the “Deficit Amount”) then, within five Business Days after the date on which the Merger Consideration is finally determined, the Equityholder Representative shall (x) pay the Deficit Amount to the Buyer in immediately available funds to an account designated by the Buyer; provided that, if the Equityholder Representative fails to deliver the Deficit Amount to the Buyer within five Business Days after the date on which the Merger Consideration is finally determined, the RAC shall, and shall cause Rice Holdings to cancel: (A) The Buyer shall issue a whole number of each component part of the Company Interests issued to each Blocker Owner a number of shares of Buyer Company Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), Unitholder on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall issue to each Company Class A Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units Interests issued to such Company Class A Unitholder pursuant to this Agreement and not so cancelled is equal to the sum of (1) the number of Common Units Company Interests such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; Consideration, in each case as rounded down to the nearest whole OpCo Class A Unit and share of RAC Class B Common Stock that comprise such Company Interests to the extent of any fractional units (Cif any) plus (2) a number of Company Interests (rounded down to the lowest whole OpCo Class A Unit and share of RAC Class B Common Stock that comprise such Company Interests) equal to (x) the Company shall issue Class A Unitholder Cash Consideration such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration divided by (y) the Reference Price; (B) a whole number of each component part of the Company Interests issued to each Company Class B Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), on the Closing Date such that the aggregate number of Common Units Company Interests issued to such Company Class B Unitholder pursuant to this Agreement and not so cancelled is equal to the sum of (1) the number of Common Units Company Interests such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) Consideration, in each case as rounded down to the Buyer shall deliver to (1) each Company nearest whole OpCo Class A Unitholder Unit and share of RAC Class B Common Stock that comprise such Company Interests to the extent of any fractional units (if any) plus (2) a number of shares Company Interests (rounded down to the lowest whole OpCo Class A Unit and share of Buyer RAC Class V Voting B Common Stock that comprise such Company Interests) equal to (x) the number of Common Units issued to such Company Class A Unitholder pursuant to clause (B) of this ‎Section 3.5(d)(i), and (2) each Company Class B Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class B Unitholder pursuant to clause (C) of this Section 3.5(d)(i); (E) the Company shall issue to each Company Optionholder who holds Vested Company Options, a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Class A Common Stock issued to such Company Optionholder pursuant to Section 3.1(c)(iii)(A) of this Agreement is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Cash Consideration (and for the avoidance of doubt, without giving effect to the redemption pursuant to Section 3.1(c)(iv); (F) The Buyer shall (1) provide that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units will be increased such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to a Company Optionholder pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value, and (2) and contribute to the Company cash in lieu of any fractional share as provided in ‎Section 3.4(c), for further distribution to the Company Optionholders; and (G) the Company shall issue to the Buyer a number of Common Units equal to the number of shares of Buyer Class A Common Stock issued pursuant to clauses (A) and (E) of this ‎Section 3.5(d). (ii) If the Estimated Merger Consideration exceeds the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), then, within three (3) Business Days after the date on which the Merger Consideration is finally determined: (A) The Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall cancel a number of the Common Units issued to each Company Class A Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall cancel a number of the Common Units issued to each Company Class B Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; Consideration divided by (Dy) the Buyer shall cancel a number of the shares of Buyer Class V Voting Stock issued to (1) each Company Class A Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (B) of this ‎Section 3.5(d)(ii) and (2) each Company Class B Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (C) of this Section 3.5(d)(ii); (E) the Company shall cancel a number of shares of Buyer Class A Common Stock issued on the Closing Date to each Company Optionholder who holds Vested Company Options such that the aggregate number of shares of Buyer Class A Common Stock issued to such Company Optionholder pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date pursuant to Section 3.1(c)(iii)(A) of this Agreement if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration; (F) the Buyer shall cancel a number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value; and (G) the Company shall cancel a number of Common Units held by the Buyer equal to the number of shares of Buyer Class A Common Stock canceled pursuant to clause (A) and clause (E) of this ‎Section 3.5(d)(ii)Reference Price. (iii) With respect to each Blocker Owner: (A) if the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), the Buyer shall issue to such Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the Final Closing Blocker Indebtedness, rather than the Estimated Closing Blocker Indebtedness, were used for purposes of determining the Closing Blocker Merger Consideration; or (B) if the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), (1) the Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration, and (2) the Company shall cancel a number of Common Units held by the Buyer equal to the aggregate number of shares of Buyer Class A Common Stock cancelled with respect to all Blocker Owners pursuant to this Section 3.5(d)(iii)(B).

Adjustment to Merger Consideration. (a) Immediately prior to the Closing, the Company and its Subsidiaries shall bring current (in accordance with then-existing contract and invoice payment terms) all accounts payable, accrued expenses and other liabilities of the Company Group to reflect the amounts thereof immediately prior to the Closing. (b) Within 180 days after the Closing Date, the Surviving Company shall prepare and deliver to the Member Representative a statement (the “Statement”), certified by an officer of the Surviving Company, setting forth Working Capital as of the Effective Time (the “Closing Date Working Capital”). During the 30-day period following the Member Representative’s receipt of the Statement, the Member Representative shall be permitted to review the working papers relating to the Statement, and the Statement shall become final and binding upon the Parties hereto on the 30th day following delivery thereof to the Member Representative unless the Member Representative gives to Buyer written notice of its disagreement (a “Notice of Disagreement”) with the Statement prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted, (ii) only include disagreements based on mathematical errors or based on Closing Date Working Capital not being calculated in accordance with the terms of this Agreement, (iii) be accompanied by a certificate of the Member Representative that it has complied with this Section 3.7 and (iv) be accompanied by a certificate of the Member Representative’s independent auditors confirming and concurring with each of the positions taken by the Member Representative in the Notice of Disagreement. If a Notice of Disagreement is received by Buyer in a timely manner, then the Merger ConsiderationStatement (as revised, as finally determined pursuant to ‎Section 3.5(b)if necessary, exceeds in accordance with this sentence) shall become final and binding upon the Estimated Merger Consideration then, within three (3) Business Days after Parties hereto on the date on which the Merger Consideration is finally determined: earlier of (A) The the date Buyer shall issue to each Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash and the Member Representative resolve in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal writing all differences they have with respect to the number matters specified in the Notice of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; Disagreement and (B) the Company date all disputed matters are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Buyer and the Member Representative shall issue seek in good faith to each Company Class A Unitholder resolve in writing all differences that they may have with respect to the matters specified in the Notice of Disagreement. At the end of such 30-day period, if Buyer and the Member Representative have not resolved in writing all differences that they have with respect to the matters specified in the Notice of Disagreement, Buyer and the Member Representative shall submit to an independent accounting firm (the “Accounting Firm”) for arbitration any and all matters that remain in dispute and were properly included in the Notice of Disagreement. The Accounting Firm shall be a number nationally recognized independent public accounting firm agreed upon by Buyer and the Member Representative in writing. Judgment may be entered upon the determination of Common Units, plus cash the Accounting Firm in lieu any court having jurisdiction over the party against which such determination is to be enforced. The cost of any fractional Common Unit as provided in ‎Section 3.4(c), such that arbitration (including the aggregate number fees and expenses of Common Units issued to such Company Class A Unitholder the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Agreement Section 3.7 shall be borne by Buyer and the Member Representative in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is equal rendered on the merits of the matters submitted. The fees and disbursements of the Member Representative’s independent auditors incurred in connection with their review of the Statement and certification of any Notice of Disagreement shall be borne by the Member Representative, and the fees and disbursements of Buyer’s independent auditors incurred in connection with their review of the Statement and any Notice of Disagreement shall be borne by Buyer. Any determinations by the Accounting Firm, and any work or analyses performed by the Accounting Firm, in connection with its arbitration of any dispute under this Section 3.7 shall not be admissible in evidence in any suit, action or proceeding between the Parties hereto other than to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall issue extent necessary to each Company Class B Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall deliver to (1) each Company Class A Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class A Unitholder pursuant to clause (B) of this ‎Section 3.5(d)(i), and (2) each Company Class B Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class B Unitholder pursuant to clause (C) of enforce payment obligations under this Section 3.5(d)(i); (E) the Company shall issue to each Company Optionholder who holds Vested Company Options, a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Class A Common Stock issued to such Company Optionholder pursuant to Section 3.1(c)(iii)(A) of this Agreement is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration (and for the avoidance of doubt, without giving effect to the redemption pursuant to Section 3.1(c)(iv); (F) The Buyer shall (1) provide that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units will be increased such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to a Company Optionholder pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value, and (2) and contribute to the Company cash in lieu of any fractional share as provided in ‎Section 3.4(c), for further distribution to the Company Optionholders; and (G) the Company shall issue to the Buyer a number of Common Units equal to the number of shares of Buyer Class A Common Stock issued pursuant to clauses (A) and (E) of this ‎Section 3.5(d3.7(b). (iic) If the Estimated The Merger Consideration exceeds shall be decreased by the Merger Consideration, as finally determined pursuant to ‎Section 3.5(b), then, within three amount by which Closing Date Working Capital is less than the Working Capital Target (3) Business Days after the date on which the Merger Consideration as so decreased, the “Adjusted Merger Consideration”). If the Adjusted Merger Consideration is finally determined: (A) The Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on greater than the Closing Date Payment, Buyer shall, within ten business days after the Statement becomes final and binding on the Parties hereto, make payment to the Member Representative, for the benefit of the holders of Units and the holders of Phantom Units, by wire transfer in immediately available funds in the amount of such that excess. If Adjusted Merger Consideration is less than the aggregate number Closing Date Payment, Buyer shall be entitled to an indemnity payment in the amount of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to deficiency in accordance with Section 8.2(a)(i)(E). Any payment under this Agreement and not so cancelled is Section 3.7(c) shall be made together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the basis of the actual number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Considerationdays elapsed divided by 365, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall cancel a number of the Common Units issued to each Company Class A Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall cancel a number of the Common Units issued to each Company Class B Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall cancel a number of the shares of Buyer Class V Voting Stock issued to (1) each Company Class A Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (B) of this ‎Section 3.5(d)(ii) and (2) each Company Class B Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (C) of this Section 3.5(d)(ii); (E) the Company shall cancel a number of shares of Buyer Class A Common Stock issued on from the Closing Date to each Company Optionholder who holds Vested Company Options such that the aggregate number of shares of Buyer Class A Common Stock issued to such Company Optionholder pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date pursuant to Section 3.1(c)(iii)(A) of this Agreement if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration; (F) the Buyer shall cancel a number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value; and (G) the Company shall cancel a number of Common Units held by the Buyer equal to the number of shares of Buyer Class A Common Stock canceled pursuant to clause (A) and clause (E) of this ‎Section 3.5(d)(ii). (iii) With respect to each Blocker Owner: (A) if the Estimated Closing Blocker Indebtedness date of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), the Buyer shall issue to such Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the Final Closing Blocker Indebtedness, rather than the Estimated Closing Blocker Indebtedness, were used for purposes of determining the Closing Blocker Merger Consideration; or (B) if the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), (1) the Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration, and (2) the Company shall cancel a number of Common Units held by the Buyer equal to the aggregate number of shares of Buyer Class A Common Stock cancelled with respect to all Blocker Owners pursuant to this Section 3.5(d)(iii)(B)payment.

Adjustment to Merger Consideration. (i) If the Merger Consideration, as there is finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated this Section 2.11 a Merger Consideration thenDeficit, Parent and the Sole Stockholder shall, within three (3) Business Days after the date on which the Merger Consideration is finally determined: (A) The Buyer shall issue to each Blocker Owner a number later of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall issue to each Company Class A Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall issue to each Company Class B Unitholder a number of Common Units, plus cash in lieu of any fractional Common Unit as provided in ‎Section 3.4(c), such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall deliver to (1) each Company Class A Unitholder a number of shares of Buyer Class V Voting Stock equal to the number of Common Units issued to such Company Class A Unitholder pursuant to clause (B) of this ‎Section 3.5(d)(i), determination and (2) each Company Class B Unitholder 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 Subordinate Voting Shares equal to the Merger Consideration Deficit. In the event that the Subordinate Voting Shares available in the Adjustment Escrow Account are less than the required number of shares of Buyer Class V Voting Stock equal to satisfy the number of Common Units issued to such Company Class B Unitholder pursuant to clause (C) of this Section 3.5(d)(i); (E) the Company shall issue to each Company Optionholder who holds Vested Company Options, a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Class A Common Stock issued to such Company Optionholder pursuant to Section 3.1(c)(iii)(A) of this Agreement is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration (Deficit, then such shortfall amount shall be deducted from the Indemnification Escrow Account and for the avoidance of doubt, without giving effect delivered to the redemption pursuant to Section 3.1(c)(iv); (F) The Buyer shall (1) provide that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units will be increased such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to a Company Optionholder pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value, and (2) and contribute to the Company cash in lieu of any fractional share as provided in ‎Section 3.4(c), for further distribution to the Company Optionholders; and (G) the Company shall issue to the Buyer a number of Common Units equal to the number of shares of Buyer Class A Common Stock issued pursuant to clauses (A) and (E) of this ‎Section 3.5(d)Parent. (ii) If the Estimated Merger Consideration exceeds the Merger Consideration, as there is finally determined pursuant to ‎Section 3.5(b)this Section 2.11 a Merger Consideration Surplus, thenParent and the Sole Stockholder shall, within three (3) Business Days after the date on which the Merger Consideration is finally determined: (A) The Buyer shall cancel a number later of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration; (B) the Company shall cancel a number of the Common Units issued to each Company Class A Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class A Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class A Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class A Unitholder Merger Consideration; (C) the Company shall cancel a number of the Common Units issued to each Company Class B Unitholder on the Closing Date such that the aggregate number of Common Units issued to such Company Class B Unitholder pursuant to this Agreement and not so cancelled is equal to the number of Common Units such Company Class B Unitholder would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Class B Unitholder Merger Consideration; (D) the Buyer shall cancel a number of the shares of Buyer Class V Voting Stock issued to (1) each Company Class A Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (B) of this ‎Section 3.5(d)(ii) and (2) each Company Class B Unitholder on the Closing Date equal to the number of Common Units cancelled pursuant to clause (C) of this Section 3.5(d)(ii); (E) the Company shall cancel a number of shares of Buyer Class A Common Stock issued on the Closing Date to each Company Optionholder who holds Vested Company Options such that the aggregate number of shares of Buyer Class A Common Stock issued to such Company Optionholder pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Company Optionholder would have received on the Closing Date pursuant to Section 3.1(c)(iii)(A) of this Agreement if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Company Optionholder Merger Consideration; (F) the Buyer shall cancel a number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock subject to the Restricted Share Units issued to each Company Optionholder on the Closing Date pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock (rounded to the nearest whole share) that would have been subject to the Restricted Share Units issued to a Company Optionholder on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Cancelled Option Value; and (G) the Company shall cancel a number of Common Units held by the Buyer equal to the number of shares of Buyer Class A Common Stock canceled pursuant to clause (A) and clause (E) of this ‎Section 3.5(d)(ii). (iii) With respect to each Blocker Owner: (A) if the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), the Buyer shall issue to such Blocker Owner a number of shares of Buyer Class A Common Stock, plus cash in lieu of any fractional share as provided in ‎Section 3.4(c), such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the Final Closing Blocker Indebtedness, rather than the Estimated Closing Blocker Indebtedness, were used for purposes of determining the Closing Blocker Merger Consideration; or (B) if the Final Closing Blocker Indebtedness of such Blocker Owner’s Blocker, as finally determined pursuant to ‎Section 3.5(b), exceeds the Estimated Closing Blocker Indebtedness of such Blocker Owner’s Blocker, then, within three (3) Business Days after the date on which the Final Closing Blocker Indebtedness is finally determined pursuant to Section 3.5(b), (1) the Buyer shall cancel a number of the shares of Buyer Class A Common Stock issued to each Blocker Owner on the Closing Date such that the aggregate number of shares of Buyer Class A Common Stock issued to such Blocker Owner pursuant to this Agreement and not so cancelled is equal to the number of shares of Buyer Class A Common Stock such Blocker Owner would have received on the Closing Date if the finally determined Merger Consideration, rather than the Estimated Merger Consideration, were used for purposes of determining the Closing Blocker Merger Consideration, determination and (2) the Company shall cancel 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 Sole Stockholder the Merger Consideration Surplus, by transferring such number of Common Units held by the Buyer Subordinate Voting Shares equal to the aggregate 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 of Buyer Class A Common Stock cancelled with respect to all Blocker Owners 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 3.5(d)(iii)(B)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: