Common use of Aggregate Consideration Clause in Contracts

Aggregate Consideration. (a) Notwithstanding anything herein to the contrary in no event will the aggregate consideration payable pursuant to this Article II to holders of Shares, Company RSUs and Company Stock Options be more than (or less than) (i) cash equal to the Equity Award Carveout Amount plus any cash payments from the exercise of Company Stock Options received by the Company between the date hereof and Closing and less any Dividend Equivalents paid in respect of Company RSUs between the date hereof and Closing Date (but not including any Dividend Equivalents paid on Company RSUs that vest as of the Effective Time), (ii) the Note Consideration and (iii) the Share Consideration. (b) On the date that is two (2) Business Days prior to Closing, the Company will deliver to Parent an updated Waterfall Schedule containing calculations of (i) the Per Share Closing Cash Consideration, (ii) the Per Share Closing Note Consideration, (iii) the Per Share Closing Share Consideration, (iv) the aggregate dollar amount of Dividend Equivalents that will be paid at Closing, (v) the Recapitalization Option Cash Consideration, (vi) the Recapitalization Option Note Consideration, (vii) the Recapitalization Option Share Consideration and, if any Optionholder does not deliver an Optionholder Acknowledgement to the Company, (vii) the Option Cash Consideration, the Option Note Consideration and the Option Share Consideration. The Company shall also deliver to Parent confirmation that the aggregate amounts payable at Closing pursuant to this Article II to the holders of Shares, Company RSUs and Company Stock Options equals the consideration referenced in Section 2.5(a), and in the event the Company is unable to deliver such confirmation, the Company shall reasonably adjust the calculations referenced in the prior sentence in order to allow it to deliver such confirmation to Parent. (c) The Company acknowledges and agrees that the Company is solely responsible for the calculation of the consideration referred to in this Article II, and that Parent shall have no responsibility or liability for any such calculation, other than to pay the amounts provided by the Company in Section 2.5(b) (which shall be no greater than the aggregate consideration referenced in Section 2.5(a).

Aggregate Consideration. The aggregate consideration forpayable to the SharesVendors in accordance with the Allocation Schedule shall be an amount equal to (i) CAD $5,000,000 (“Cash Consideration”), plus an amount equal to the Cash at Closing, minus the absolute value of the Estimated Working Capital Adjustment (if a negative number), minus any amounts loaned by the Purchaser to the Corporation to settle any Indebtedness or other fees, minus the Option Payout, and minus the deferred revenue costs of $150,000 and minus any fees set out in the engagement letters by and between the Corporation and MNP LLP dated June 10, 2019 (collectively, the “Estimated Cash Closing Amount”); plus (ii) the Parent Shares calculated by, rounding down to the nearest whole Parent Share, CAD $3,000,000 after application of the Exchange Rate as of the Closing Date divided by the Parent Share Price. To the extent that the Estimated Cash Closing Amount, subject to the Exchange Rate, is a negative number, the number of Parent Shares shall be reduced by the Estimated Cash Closing Amount, subject to the Exchange Rate, divided by the Parent Share Price. Collectively, the Parent Shares and the Cash Consideration represent the “Purchase Price”. (a) Notwithstanding anything herein Subject to the contrary Capital Contribution in Section 2.2(b) and the Holdback Amount set out in Section 2.2(c), Parent shall issue the Parent Shares, excluding the Excess Shares, if any, to Vendors according to each Vendor’s Pro Rata Portion, no event will later than (i) three (3) Business Days after the Closing, or if receipt of Parent Stockholder Approval is required by applicable Nasdaq listing rules, not greaterand (ii) with respect to the Excess Shares, if any, no later than three (3) Business Days following the receipt of Parent Stockholder Approval, and. Parent shall use commercially reasonable efforts to obtain such approval as soon as practicable. If the Parent Stockholder Approval is so required and not obtained on or prior to August 30December 31, 2019, the Purchaser shall pay the Vendors in cash, in accordance to each Vendor’s Pro Rata Portion, the portion of the Purchase Price representing the Parentthat would otherwise be comprised of Excess Shares in cash, and theas determined by multiplying the aggregate consideration number of Excess Shares by the Parent Share Price, and (i) any obligation of Parent or Purchaser to deliver the Excess Shares shall be terminated and (ii) to the extent applicable, any references to the Holdback Amount set forth herein shall refer solely to the corresponding cash amount paid pursuant toassociated with the foregoingExcess Shares. (b) (b) Purchaser and Parent agree that Parent will make a capital contribution to Purchaser in an amount equal to the Purchaser Loan, the Estimated Cash Closing Amount, and the fair market value of the Parent Shares immediately prior to Closing (the “Capital Contribution”). Purchaser will add an amount equal to the Capital Contribution to its capital in respect of the common shares in the authorized share structure of Purchaser, and Purchaser will direct Parent to issue the Parent Shares, in accordance with Section 2.2(a), directly to the applicable Vendors according to the Allocation Schedule. (c) (c) In conjunction with the timing set out in Section 2.4(b), the Purchaser and/or Parent shall retain Parent Shares representing fifteen percent (15%) of the value of the Purchase Price, provided that the value associated with the Parent Shares in determining the Purchase Price is the Parent Share Price multiplied by the number of Parent Shares issued to the Vendors, (the “Holdback Amount”, and such Parent Shares comprising the Holdback Amount, if any, the “Holdback Shares”) to secure the indemnification and other obligations of the Vendors in favor of the Purchaser arising out of or pursuant to Article VIII and, at the option of the Purchaser, to secure the obligation of the Vendors’ to pay any adjustment to the Purchase Price pursuant to Section 2.5. The Holdback Amount isand the Holdback Shares are to be governed by the terms and conditions set out in Section 2.6, and is to be paid to the Vendors in whole or in part or retained by the Purchaser in whole or in part, subject to the terms and conditions set out in Section 2.6. (d) On the Closing Date, the Purchaser shall loan an amount equal to (i) the fair market value of the Indebtedness to the Corporation, and the Corporation shall use such amounts and the amount of the Restricted Cash to settle any outstanding Indebtedness; and (ii) the Option Payout; and (iii) any fees set out in the engagement letters by and between the Corporation and MNP LLP dated June 10, 2019 (collectively, the “Purchaser Loan”). (e) The Purchase Price payable to each of the Vendors shall be reduced by the amount of the third party expenses incurred by the Corporation and the Vendors in connection with the completion of the transactions contemplated by this Agreement, in accordance with Section 10.1 of this Agreement and all of which shall be set forth in the Allocation Schedule. For the avoidance of doubt, and notwithstanding any other provision of the this Agreement, no amount in respect of the fees payable to MNP LLP relating to the audit expenses set out in the engagement letters by and between the Corporation and MNP LLP dated June 10, 2019 relating to the audit of the Corporation’s financial statements contemplated by Section 6.18 of this Agreement (all of which are for the sole and complete account of the Parent and/or Purchaser) or the amounts advanced to the Corporation under any Parent Note: (i) shall be deducted from the proceeds payable to the Vendors pursuant to this Article II to holders of Shares, Company RSUs and Company Stock Options be more than (or less than) (i) cash equal to the Equity Award Carveout Amount plus any cash payments from the exercise of Company Stock Options received by the Company between the date hereof and Closing and less any Dividend Equivalents paid in respect of Company RSUs between the date hereof and Closing Date (but not including any Dividend Equivalents paid on Company RSUs that vest as of the Effective TimeSection 2.2(e), (ii) the Note Consideration and (iii) the Share Consideration. (b) On the date that is two (2) Business Days prior shall be required to Closing, the Company will deliver to Parent an updated Waterfall Schedule containing calculations be included as a current liability for purposes of (i) the Per Share Closing Cash Consideration, (ii) the Per Share Closing Note Consideration, (iii) the Per Share Closing Share Consideration, (iv) the aggregate dollar amount of Dividend Equivalents that will be paid at Closing, (v) the Recapitalization Option Cash Consideration, (vi) the Recapitalization Option Note Consideration, (vii) the Recapitalization Option Share Consideration and, if any Optionholder does not deliver an Optionholder Acknowledgement to the Company, (vii) the Option Cash Consideration, the Option Note Consideration and the Option Share Consideration. The Company shall also deliver to Parent confirmation that the aggregate amounts payable at Closing pursuant to this Article II to the holders of Shares, Company RSUs and Company Stock Options equals the consideration referenced in Section 2.5(a), and in the event the Company is unable to deliver such confirmation, the Company shall reasonably adjust the calculations referenced in the prior sentence in order to allow it to deliver such confirmation to Parent. (c) The Company acknowledges and agrees that the Company is solely responsible for the calculation of the consideration referred to Working Capital Adjustment, or (iii) otherwise reduce the Purchase Price in this Article II, and that Parent shall have no responsibility or liability for any such calculation, other than to pay the amounts provided by the Company in Section 2.5(b) (which shall be no greater than the aggregate consideration referenced in Section 2.5(a)way whatsoever.

Aggregate Consideration. In addition to assumption of the ----------------------- Assumed Liabilities, as consideration for the transfer and assignment of the Transferred Assets, Newco shall pay to ASkyB, for its benefit and the benefit of each of the other Transferors, as their respective interests shall appear, by delivery of a combination of Newco Preferred Stock and, at Newco's option, cash and/or a Convertible Note as set forth below, an amount equal to the ASkyB Valuation (the "Total Consideration"). Such payment shall be made as follows: At the Closing, Newco shall issue to ASkyB that number of shares (the "Consideration Shares") of Convertible Preferred Stock, par value $.01 per share, of Newco (the "Newco Preferred Stock") which, upon conversion, will give ASkyB no more than 20% of the issued and outstanding capital stock of Newco, immediately after giving effect to such conversion if converted on the Closing Date; provided, that in no event shall the aggregate stated liquidation value of the Consideration Shares exceed the Total Consideration; and provided, further, that, if ASkyB is permitted to receive a larger proportion of the Total Consideration in shares of Newco Preferred Stock (without delaying the receipt of any FCC Approval required hereunder), Newco shall have the option of delivering such larger number of shares as part of the Consideration Shares. The number of shares of Newco Common Stock issuable upon conversion (the "Conversion Shares") of the Consideration Shares shall be determined in accordance with Section 3.2 hereof. If the aggregate stated liquidation value of the Consideration Shares is less than the Total Consideration, the remainder of the Total Consideration in excess of the aggregate stated liquidation value of the Consideration Shares (the "Payment Balance") shall be paid, at Newco's option, by the payment to ASkyB, at the Closing, by wire transfer of immediately available funds, of cash or the issuance of a subordinated convertible note (the "Convertible Note") to ASkyB, containing the terms set forth in Exhibit II, having an original principal amount equal to the Payment Balance, or by a combination of the payment of cash and the issuance of a Convertible Note. The relative powers, preferences and rights, and qualifications, limitations and restrictions of the Newco Preferred Stock shall be set forth on a Certificate of Designation (the "Certificate of Designation"), which shall be substantially in the form attached hereto as Exhibit III. In addition, if the Closing has not occurred by September 30, 1997, at the Closing, Newco shall reimburse ASkyB in cash for (a) Notwithstanding anything herein any amounts expended by News, MCI and ASkyB under and in connection with the Contracts between September 30, 1997 and the Closing Date, subject to the contrary limitation set forth in no event will the aggregate consideration payable pursuant to this Article II to holders of Shares, Company RSUs and Company Stock Options be more than (or less than) (i) cash equal proviso to the Equity Award Carveout Amount plus any cash payments from "ASkyB Valuation" definition set forth in Section 1.4 hereof (which for this purpose shall be construed as if all references to the exercise earlier of Company Stock Options received by September 30, 1997 and the Company between the date hereof and Closing and less any Dividend Equivalents paid in respect of Company RSUs between the date hereof and Closing Date (but not including any Dividend Equivalents paid on Company RSUs that vest as of referred instead to the Effective TimeClosing Date), (ii) the Note Consideration and (iii) the Share Consideration. plus (b) On interest, at the date that is two rate of six percent (26%) Business Days prior to Closingper annum, on the Company will deliver to Parent an updated Waterfall Schedule containing calculations of amount set forth in (ia) from the Per Share Closing Cash Consideration, (ii) respective dates such amounts were expended by the Per Share Closing Note Consideration, (iii) the Per Share Closing Share Consideration, (iv) the aggregate dollar amount of Dividend Equivalents that will be paid at Closing, (v) the Recapitalization Option Cash Consideration, (vi) the Recapitalization Option Note Consideration, (vii) the Recapitalization Option Share Consideration and, if any Optionholder does not deliver an Optionholder Acknowledgement applicable Transferor to the Company, (vii) business day immediately preceding the Option Cash Consideration, Closing Date. ASkyB shall accept MCI's proportionate share of the Option Note Consideration Shares and the Option Share Consideration. The Company shall also deliver to Parent confirmation that the aggregate amounts payable at Closing pursuant to this Article II to the holders of SharesTotal Consideration on MCI's behalf, Company RSUs and Company Stock Options equals the consideration referenced in Section 2.5(a), and in the event the Company is unable to deliver such confirmation, the Company shall reasonably adjust the calculations referenced in the prior sentence in order to allow it to deliver such confirmation to Parentas its agent. (c) The Company acknowledges and agrees that the Company is solely responsible for the calculation of the consideration referred to in this Article II, and that Parent shall have no responsibility or liability for any such calculation, other than to pay the amounts provided by the Company in Section 2.5(b) (which shall be no greater than the aggregate consideration referenced in Section 2.5(a).

Aggregate Consideration. The aggregate consideration for the Shares shall be an amount equal to (i) CAD $5,000,000 (“Cash Consideration”), plus an amount equal to the Cash at Closing, minus the absolute value of the Estimated Working Capital Adjustment (if a negative number), minus any amounts loaned by the Purchaser to the Corporation to settle any Indebtedness or other fees, minus the Option Payout, minus the deferred revenue costs of $150,000 and minus any fees set out in the engagement letters by and between the Corporation and MNP LLP dated June 10, 2019 (collectively, the “Estimated Cash Closing Amount”); plus (ii) the Parent Shares calculated by, rounding down to the nearest whole Parent Share, CAD $3,000,000 divided by the Parent Share Price. To the extent that the Estimated Cash Closing Amount is a negative number, the number of Parent Shares shall be reduced by the Estimated Cash Closing Amount divided by the Parent Share Price. Collectively, the Parent Shares and the Cash Consideration represent the “Purchase Price”. (a) Notwithstanding anything herein Subject to the contrary Capital Contribution in Section 2.2(b) and the Holdback Amount set out in Section 2.2(c), Parent shall issue the Parent Shares to Vendors according to each Vendor’s Pro Rata Portion no event later than (i) three (3) Business Days after the Closing, or (ii) if receipt of Parent Stockholder Approval is required by applicable Nasdaq listing rules, not greater than three (3) Business Days following the receipt of Parent Stockholder Approval, and Parent shall use commercially reasonable efforts to obtain such approval as soon as practicable. If the Parent Stockholder Approval is so required and not obtained prior to August 30, 2019, the Purchaser shall pay the portion of the Purchase Price representing the Parent Shares in cash, and the references to the Holdback Amount set forth herein shall refer to the corresponding cash amount paid pursuant to the foregoing. (b) Purchaser and Parent agree that Parent will make a capital contribution to Purchaser in an amount equal to the aggregate consideration Estimated Cash Closing Amount, and the fair market value of the Parent Shares immediately prior to Closing (the “Capital Contribution”). Purchaser will add an amount equal to the Capital Contribution to its capital in respect of the common shares in the authorized share structure of Purchaser, and Purchaser will direct Parent to issue the Parent Shares directly to the applicable Vendors according to the Allocation Schedule. (c) In conjunction with the timing set out in Section 2.4(b), the Purchaser shall retain Parent Shares representing fifteen percent (15%) of the value of the Purchase Price, provided that the value associated with the Parent Shares in determining the Purchase Price is the Parent Share Price multiplied by the number of Parent Shares issued to the Vendors, (the “Holdback Amount”) to secure the indemnification and other obligations of the Vendors in favor of the Purchaser arising out of or pursuant to Article VIII and, at the option of the Purchaser, to secure the obligation of the Vendors’ to pay any adjustment to the Purchase Price pursuant to Section 2.5. The Holdback Amount is to be governed by the terms and conditions set out in Section 2.6, and is to be paid to the Vendors in whole or in part or retained by the Purchaser in whole or in part, subject to the terms and conditions set out in Section 2.6. (d) On the Closing Date, the Purchaser shall loan an amount equal to (i) the fair market value of the Indebtedness to the Corporation, and the Corporation shall use such amounts and the amount of the Restricted Cash to settle any outstanding Indebtedness; (ii) the Option Payout; and (iii) any fees set out in the engagement letters by and between the Corporation and MNP LLP dated June 10, 2019 (collectively, the “Purchaser Loan”). (e) The Purchase Price payable to each of the Vendors shall be reduced by the amount of the third party expenses incurred by the Corporation and the Vendors in connection with the completion of the transactions contemplated by this Agreement, in accordance with Section 10.1 of this Agreement and all of which shall be set forth in the Allocation Schedule. For the avoidance of doubt, and notwithstanding any other provision of the this Agreement, no amount in respect of the fees payable to MNP LLP relating to the audit expenses relating to the audit of the Corporation’s financial statements contemplated by Section 6.18 of this Agreement (all of which are for the sole and complete account of the Parent and/or Purchaser): (i) shall be deducted from the proceeds payable to the Vendors pursuant to this Article II to holders of Shares, Company RSUs and Company Stock Options be more than (or less than) (i) cash equal to the Equity Award Carveout Amount plus any cash payments from the exercise of Company Stock Options received by the Company between the date hereof and Closing and less any Dividend Equivalents paid in respect of Company RSUs between the date hereof and Closing Date (but not including any Dividend Equivalents paid on Company RSUs that vest as of the Effective TimeSection 2.2(e), (ii) the Note Consideration and (iii) the Share Consideration. (b) On the date that is two (2) Business Days prior shall be required to Closing, the Company will deliver to Parent an updated Waterfall Schedule containing calculations be included as a current liability for purposes of (i) the Per Share Closing Cash Consideration, (ii) the Per Share Closing Note Consideration, (iii) the Per Share Closing Share Consideration, (iv) the aggregate dollar amount of Dividend Equivalents that will be paid at Closing, (v) the Recapitalization Option Cash Consideration, (vi) the Recapitalization Option Note Consideration, (vii) the Recapitalization Option Share Consideration and, if any Optionholder does not deliver an Optionholder Acknowledgement to the Company, (vii) the Option Cash Consideration, the Option Note Consideration and the Option Share Consideration. The Company shall also deliver to Parent confirmation that the aggregate amounts payable at Closing pursuant to this Article II to the holders of Shares, Company RSUs and Company Stock Options equals the consideration referenced in Section 2.5(a), and in the event the Company is unable to deliver such confirmation, the Company shall reasonably adjust the calculations referenced in the prior sentence in order to allow it to deliver such confirmation to Parent. (c) The Company acknowledges and agrees that the Company is solely responsible for the calculation of the consideration referred to Working Capital Adjustment, or (iii) otherwise reduce the Purchase Price in this Article II, and that Parent shall have no responsibility or liability for any such calculation, other than to pay the amounts provided by the Company in Section 2.5(b) (which shall be no greater than the aggregate consideration referenced in Section 2.5(a)way whatsoever.

Aggregate Consideration. (ai) Notwithstanding anything herein The aggregate merger consideration payable on behalf of Merger Sub to the contrary Shareholders shall be an amount in no event will cash equal to 122% of the aggregate consideration payable Final Book Value of MICO (the “Merger Consideration”) as determined pursuant to this Article II Agreement. (ii) MICO has prepared and delivered to holders DGI the balance sheet of SharesMICO as of October 31, Company RSUs 2010, which balance sheet (the “Preliminary Closing Balance Sheet”) included MICO’s calculation of the Book Value of MICO as of October 31, 2010 (the “Preliminary Book Value of MICO”). WBM, MICO, DGI and Company Stock Options be more than Merger Sub agree that in determining the Preliminary Book Value of MICO and the Final Book Value of MICO, MICO shall establish its reserves for loss and loss adjustment expenses using methodology consistent with the methodology MICO used in determining such reserves for the year ended December 31, 2009. (iii) On the Closing Date, DGI shall pay, or less thancause Merger Sub to pay to M&T Bank (the “Paying Agent”) (i) an amount in cash equal to the Equity Award Carveout Preliminary Book Value of MICO (such amount the “Preliminary Merger Consideration”) DGI shall have reasonably determined after its receipt of the Preliminary Closing Balance Sheet. On the Closing Date, WBM and DGI shall provide the Paying Agent with joint written instructions setting forth the amount (the “Purchase Price Escrow Amount”) the Paying Agent shall pay into an escrow account as provided in the Escrow Agreement in the form of Appendix D to this Agreement. The Purchase Price Escrow Amount plus shall equal 10% of the Preliminary Merger Consideration to secure any cash payments from amount that may become payable pursuant to Section 2(a)(vii) if the exercise of Company Stock Options received by Merger Consideration, as finally determined, is less than the Company between the date hereof Preliminary Merger Consideration and Closing and less any Dividend Equivalents paid in respect of Company RSUs between the date hereof and Closing Date claims DGI or Merger Sub may have pursuant to Section 10. (iv) As soon as practicable, but not including any Dividend Equivalents paid on Company RSUs that vest later than 90 days after the Effective Date, DGI shall prepare and deliver to WBM DGI’s calculation of the Book Value of MICO as of the Effective TimeDate (the “Proposed Final Book Value of MICO”). DGI shall calculate the Proposed Final Book Value of MICO using the same accounting methods, (ii) policies, practices and procedures MICO used in the Note Consideration and (iii) preparation of the Share ConsiderationPreliminary Book Value of MICO. (bv) On DGI shall permit WBM to review all accounting records and all work papers and computations DGI used in the date that is two (2) Business Days prior preparation of the Proposed Final Book Value of MICO. If WBM does not give notice of dispute to ClosingDGI within 45 days of receiving the Proposed Final Book Value of MICO, the Company will deliver Proposed Final Book Value of MICO shall be deemed to Parent an updated Waterfall Schedule containing calculations be the balance sheet of MICO as of the close of business on the as of the Effective Date (ithe “Final Closing Balance Sheet”), and the Proposed Final Book Value of MICO shall be deemed to be the Book Value of MICO as of the Effective Date (the “Final Book Value of MICO”) the Per Share Closing Cash Consideration, (ii) the Per Share Closing Note Consideration, (iii) the Per Share Closing Share Consideration, (iv) the aggregate dollar amount and shall be conclusive and binding upon WBM and DGI for purposes of Dividend Equivalents that will be paid at Closing, (v) the Recapitalization Option Cash Consideration, this Agreement. (vi) If WBM gives DGI notice of dispute within such 45-day period, WBM and DGI shall negotiate in good faith to resolve such dispute and determine the Recapitalization Option Note Considerationfinal calculation of the Book Value of MICO as of the Effective Date. Any notice of dispute delivered pursuant to this Agreement shall specify the nature of the dispute in reasonable detail. If, after 30 days from the date WBM notified DGI of a dispute as to the calculation and determination of the Final Book Value of MICO, WBM and DGI cannot agree on the resolution of all of the disputed items, the items still in dispute shall be referred to the Unrelated Accounting Firm to resolve the dispute, whose decision as to the issues in dispute shall be conclusive and binding upon WBM and DGI for all purposes of this Agreement. The Unrelated Accounting Firm shall address only those issues in dispute and shall do so based solely on the provisions of this Agreement and not by independent review. The Unrelated Accounting Firm shall deliver its resolution of the dispute within 90 days of submission of the dispute to the Unrelated Accounting Firm. The fees and expenses of the Unrelated Accounting Firm pertaining to the dispute resolution hereunder shall be shared equally by WBM and DGI. (vii) If 122% of the Recapitalization Option Share Consideration andFinal Book Value of MICO as finally determined pursuant to Section 2(a)(v) or (vi) is greater than the Preliminary Merger Consideration, if any Optionholder does not deliver an Optionholder Acknowledgement DGI shall pay to the CompanyPaying Agent, by wire transfer, the amount of such excess (viithe “Excess Amount”) within five Business Days after the Option Cash Final Book Value of MICO has been finally determined (which amount shall be deposited into the Payment Fund). If 122% of the Final Book Value of MICO as finally determined pursuant to Section 2(a)(v) or (vi) is less than the Preliminary Merger Consideration, the Option Note Consideration Paying Agent shall pay from the Purchase Price Escrow Amount, to DGI, by wire transfer and the Option Share Consideration. The Company shall also deliver to Parent confirmation that the aggregate amounts payable at Closing pursuant to this Article II in accordance with joint written instructions delivered to the holders of Shares, Company RSUs and Company Stock Options equals the consideration referenced in Section 2.5(a), and in the event the Company is unable to deliver such confirmationPaying Agent, the Company shall reasonably adjust amount of such deficit within five Business Days after the calculations referenced in the prior sentence in order to allow it to deliver such confirmation to Parent. (c) The Company acknowledges Final Book Value of MICO has been finally determined and agrees that the Company is solely responsible for the calculation of the consideration referred to thereafter except as otherwise provided in this Article IIAgreement, and that Parent neither WBM nor the Shareholders shall have no responsibility or any further liability for any such calculation, other than with respect to pay the amounts provided by the Company in Section 2.5(b) (which shall be no greater than the aggregate consideration referenced in Section 2.5(a)DGI.

Aggregate Consideration. (a) Notwithstanding anything herein Subject to adjustment following the contrary Closing as provided in no event will Section 2.7, the aggregate consideration payable pursuant to this Article II to holders of Shares, Company RSUs for the Business and Company Stock Options the Acquired Assets shall be more than (or less than) (i) cash equal to Nine Million Four Hundred Twenty Thousand U.S. Dollars ($9,420,000) plus (ii) the Equity Award Carveout Amount plus any cash payments from the exercise of Company Stock Options received by the Company between the date hereof and Closing and less any Dividend Equivalents paid Earn-Out Payment provided for in respect of Company RSUs between the date hereof and Closing Date Section 2.6(b). The consideration described in clause (but not including any Dividend Equivalents paid on Company RSUs that vest as i) of the Effective Time)foregoing sentence is referred to herein as the “Initial Purchase Price” and the Earn-Out Payment and Initial Purchase Price are collectively referred to herein as the “Purchase Price”. At Closing, Purchaser shall pay the cash component of the Initial Purchase Price, less (i) any consulting fees paid by Purchaser to Seller pursuant to that certain Consulting Agreement dated July 22, 2005 by and among the Purchaser and the Seller, (ii) the Note Consideration Escrow Fund which shall be paid directly to the Escrow Agent pursuant to the terms of the Escrow Agreement and (iii) the Share Consideration.STMicroelectronics Holdback Amount, by wire transfer of immediately available funds to Seller and to the persons identified below on behalf and for the benefit of Seller as follows (in no event shall the aggregate amount of Initial Purchase Price paid by Purchaser exceed Nine Million Four Hundred Twenty Thousand U.S. Dollars ($9,420,000)): (b) On the date that is two (2) Business Days prior to Closing, the Company will deliver to Parent an updated Waterfall Schedule containing calculations of (i) to Laurus Master Fund, Ltd. on behalf and for the Per Share Closing Cash Considerationbenefit of Seller, such amount as is necessary to satisfy in full (including all principal, interest and, if any, penalties) Seller’s debt and other obligations arising under that certain Securities Purchase Agreement dated as of August 9, 2005 and all secured convertible notes issued pursuant thereto (the “Loan Payment”); and (ii) the Per Share Closing Note Consideration, (iii) the Per Share Closing Share Consideration, (iv) the aggregate dollar amount of Dividend Equivalents that will be paid at Closing, (v) the Recapitalization Option Cash Consideration, (vi) the Recapitalization Option Note Consideration, (vii) the Recapitalization Option Share Consideration and, if any Optionholder does not deliver an Optionholder Acknowledgement to the Company, (vii) the Option Cash ConsiderationSeller directly, the Option Note Consideration and remaining portion of the Option Share ConsiderationInitial Purchase Price. The Company exact dollar amounts of the respective payments pursuant to subsections 2.6(a)(i-ii) shall also deliver be set forth on a Payment Schedule to Parent confirmation that the aggregate amounts payable be mutually agreed upon by Purchaser and Seller and delivered at Closing pursuant to this Article II to (the holders of Shares, Company RSUs and Company Stock Options equals the consideration referenced in Section 2.5(a), and in the event the Company is unable to deliver such confirmation, the Company shall reasonably adjust the calculations referenced in the prior sentence in order to allow it to deliver such confirmation to Parent. (c) The Company acknowledges and agrees that the Company is solely responsible for the calculation of the consideration referred to in this Article II, and that Parent shall have no responsibility or liability for any such calculation, other than to pay the amounts provided by the Company in Section 2.5(b) (which shall be no greater than the aggregate consideration referenced in Section 2.5(a“Payment Schedule”).

Aggregate Consideration. (ai) Notwithstanding anything herein The aggregate merger consideration payable on behalf of Merger Sub to the contrary Shareholders shall be an amount in no event will cash equal to 122% of the aggregate consideration payable Final Book Value of MICO (the “Merger Consideration”) as determined pursuant to this Article II Agreement. (ii) Not less than seven Business Days prior to holders the Closing Date, MICO shall prepare and deliver to DGI the balance sheet of SharesMICO as of the end of the calendar month immediately preceding the Closing Date, Company RSUs which balance sheet (the “Preliminary Closing Balance Sheet”) shall include MICO’s calculation of the Book Value of MICO as of such month end (the “Preliminary Book Value of MICO”). WBM, MICO, DGI and Company Stock Options be more than Merger Sub agree that in determining the Preliminary Book Value of MICO and the Final Book Value of MICO, MICO shall establish its reserves for loss and loss adjustment expenses using methodology consistent with the methodology MICO used in determining such reserves for the year ended December 31, 2009. (iii) On the Closing Date, DGI shall pay, or less thancause Merger Sub to pay to M&T Bank (the “Paying Agent”) (i) an amount in cash equal to the Equity Award Carveout Preliminary Book Value of MICO (such amount the “Preliminary Merger Consideration”) DGI shall have reasonably determined after its receipt of the Preliminary Closing Balance Sheet. On the Closing Date, WBM and DGI shall provide the Paying Agent with joint written instructions setting forth the amount (the “Purchase Price Escrow Amount”) the Paying Agent shall pay into an escrow account as provided in the Escrow Agreement in the form of Appendix E to this Agreement. The Purchase Price Escrow Amount plus shall equal 10% of the Preliminary Merger Consideration to secure any cash payments from amount that may become payable pursuant to Section 2(a)(vii) if the exercise Merger Consideration, as finally determined, is less than the Preliminary Merger Consideration and any claims DGI or Merger Sub may have pursuant to Section 10. (iv) As soon as practicable, but not later than 90 days after the Closing Date, DGI shall prepare and deliver to WBM DGI’s calculation of Company Stock Options received by the Company between Book Value of MICO as of the date hereof and Closing and less any Dividend Equivalents paid in respect of Company RSUs between the date hereof and Closing Date (but the “Proposed Final Book Value of MICO”). DGI shall calculate the Proposed Final Book Value of MICO using the same accounting methods, policies, practices and procedures MICO used in the preparation of the Preliminary Book Value of MICO. (v) DGI shall permit WBM to review all accounting records and all work papers and computations DGI used in the preparation of the Proposed Final Book Value of MICO. If WBM does not including any Dividend Equivalents paid on Company RSUs that vest give notice of dispute to DGI within 45 days of receiving the Proposed Final Book Value of MICO, the Proposed Final Book Value of MICO shall be deemed to be the balance sheet of MICO as of the Effective Timeclose of business on the Closing Date (the “Final Closing Balance Sheet”), and the Proposed Final Book Value of MICO shall be deemed to be the Book Value of MICO as of the Closing Date (iithe “Final Book Value of MICO”) the Note Consideration and (iii) the Share Considerationshall be conclusive and binding upon WBM and DGI for purposes of this Agreement. (bvi) On If WBM gives DGI notice of dispute within such 45-day period, WBM and DGI shall negotiate in good faith to resolve such dispute and determine the final calculation of the Book Value of MICO as of the Closing Date. Any notice of dispute delivered pursuant to this Agreement shall specify the nature of the dispute in reasonable detail. If, after 30 days from the date that is two (2) Business Days prior WBM notified DGI of a dispute as to Closingthe calculation and determination of the Final Book Value of MICO, WBM and DGI cannot agree on the resolution of all of the disputed items, the Company will items still in dispute shall be referred to the Unrelated Accounting Firm to resolve the dispute, whose decision as to the issues in dispute shall be conclusive and binding upon WBM and DGI for all purposes of this Agreement. The Unrelated Accounting Firm shall address only those issues in dispute and shall do so based solely on the provisions of this Agreement and not by independent review. The Unrelated Accounting Firm shall deliver its resolution of the dispute within 90 days of submission of the dispute to Parent an updated Waterfall Schedule containing calculations the Unrelated Accounting Firm. The fees and expenses of the Unrelated Accounting Firm pertaining to the dispute resolution hereunder shall be shared equally by WBM and DGI. (ivii) If 122% of the Per Share Closing Cash Consideration, (iiFinal Book Value of MICO as finally determined pursuant to Section 2(a)(v) the Per Share Closing Note Consideration, (iii) the Per Share Closing Share Consideration, (iv) the aggregate dollar amount of Dividend Equivalents that will be paid at Closing, (v) the Recapitalization Option Cash Consideration, or (vi) is greater than the Recapitalization Option Note Preliminary Merger Consideration, (vii) the Recapitalization Option Share Consideration and, if any Optionholder does not deliver an Optionholder Acknowledgement DGI shall pay to the CompanyPaying Agent, by wire transfer, the amount of such excess (viithe “Excess Amount”) within five Business Days after the Option Cash Final Book Value of MICO has been finally determined (which amount shall be deposited into the Payment Fund). If 122% of the Final Book Value of MICO as finally determined pursuant to Section 2(a)(v) or (vi) is less than the Preliminary Merger Consideration, the Option Note Consideration Paying Agent shall pay from the Purchase Price Escrow Amount, to DGI, by wire transfer and the Option Share Consideration. The Company shall also deliver to Parent confirmation that the aggregate amounts payable at Closing pursuant to this Article II in accordance with joint written instructions delivered to the holders of Shares, Company RSUs and Company Stock Options equals the consideration referenced in Section 2.5(a), and in the event the Company is unable to deliver such confirmationPaying Agent, the Company shall reasonably adjust amount of such deficit within five Business Days after the calculations referenced in the prior sentence in order to allow it to deliver such confirmation to Parent. (c) The Company acknowledges Final Book Value of MICO has been finally determined and agrees that the Company is solely responsible for the calculation of the consideration referred to thereafter except as otherwise provided in this Article IIAgreement, and that Parent neither WBM nor the Shareholders shall have no responsibility or any further liability for any such calculation, other than with respect to pay the amounts provided by the Company in Section 2.5(b) (which shall be no greater than the aggregate consideration referenced in Section 2.5(a)DGI.

Aggregate Consideration. (a) Notwithstanding anything herein Upon the terms and subject to the contrary conditions of this Agreement, the total consideration (the "Aggregate Consideration") payable by Buyer in no event connection with the Share Purchase shall be payable to, and will the aggregate consideration payable pursuant to this Article II to holders of Shares, Company RSUs and Company Stock Options be more than (or less than) consist of: (i) cash equal Sixty One Thousand and Five Hundred (61,500) Parent Ordinary Shares (the "Holdback Shares"), which Holdback Shares shall be held back by Buyer for one year following the Closing to secure indemnification obligations of Sellers under this Agreement and paid to Sellers (or Bonus Holders designated in the Equity Award Carveout Amount plus any cash payments from the exercise of Company Stock Options received by the Company between the date hereof Final Payment Spreadsheet) in accordance with, and Closing and less any Dividend Equivalents paid in respect of Company RSUs between the date hereof and Closing Date (but not including any Dividend Equivalents paid on Company RSUs that vest as subject to, Article VIII. The allocation of the Effective Time)Holdback Shares, if and when released to Sellers and Bonus Holders, shall be as set forth in the Final Payment Spreadsheet; (ii) the Note Consideration Closing Cash Consideration, payable on the Closing Date pursuant to the wire instructions and allocation set forth in the Final Payment Spreadsheet; (iii) the Closing Share Consideration. Consideration less the Holdback Shares, issued for the benefit of the Sellers (b) On or Bonus Holders designated in the date that is two (2) Business Days prior to ClosingFinal Payment Spreadsheet), which shall be delivered by Parent as follows: on the Company will Closing Date, Parent shall deliver to the Parent’s transfer agent (with a copy to the Company) duly executed irrevocable instructions, in a form reasonably acceptable to the Company, instructing the transfer agent to deliver, on an expedited basis, certificates evidencing a number of Parent an updated Waterfall Schedule containing calculations of (i) Ordinary Shares equal, in the Per Share Closing Cash Considerationaggregate, (ii) to the Per Share Closing Note Consideration, (iii) the Per Share Closing Share Consideration, registered in the name of the Sellers or Bonus Holders in accordance with the provisions of this Agreement and the allocation set forth in the Final Payment Spreadsheet; and (iv) the aggregate dollar amount of Dividend Equivalents that will be paid at Closing, (v) the Recapitalization Option Cash Consideration, (vi) the Recapitalization Option Note Consideration, (vii) the Recapitalization Option Share Consideration andEarn-Out Payment Amount, if any Optionholder does not deliver an Optionholder Acknowledgement any, payable to the Company, Sellers and Bonus Holders (vii) in accordance with the Option Cash Consideration, the Option Note Consideration provisions of this Agreement and the Option Share Consideration. The Company shall also deliver to Parent confirmation that allocation set forth in the aggregate amounts payable at Closing pursuant to this Article II to the holders of Shares, Company RSUs and Company Stock Options equals the consideration referenced in Section 2.5(a)Final Payment Spreadsheet) subject to, and in accordance with, Section 1.3(b) below. For the event sake of clarity, any Company Indebtedness, Company Transaction Expenses or Bonus Closing Consideration, if and solely to the Company is unable extent actually deducted from the Closing Cash Consideration payable to deliver such confirmationSellers hereunder, the Company shall reasonably adjust the calculations referenced in the prior sentence in order to allow it to deliver such confirmation to Parent. (c) The Company acknowledges and agrees that the Company is solely responsible for the calculation of the consideration referred to in this Article II, and that Parent shall have no responsibility or liability for any such calculation, other than to pay the amounts provided be paid by the Company Buyer in Section 2.5(b) (which shall be no greater than accordance with the aggregate consideration referenced in Section 2.5(a)Final Payment Spreadsheet.