Common use of CALCULATION OF MERGER CONSIDERATION Clause in Contracts

CALCULATION OF MERGER CONSIDERATION. (a) The aggregate amount of consideration to be paid by Parent with respect to the Company LLC Interests (the “Merger Consideration”) shall be (w) an amount of restricted common limited partnership units of Parent (the “OP Units”) with an aggregate value equal to the Accredited OP Unit Amount; (x) an amount of restricted General Partner Common Stock and cash with an aggregate value equal to the Non-Accredited Share Amount; (y) an amount of General Partner Common Stock with an aggregate value of $125,000,000 (the “General Partner Common Stock Amount”); provided that Parent may, in its sole discretion by providing Wexford Equities with written notice not less than two Business Days prior to Closing, elect to pay cash in lieu of General Partner Common Stock, which election shall increase the Base Purchase Price by $125,000,000 automatically; and (z) an amount of cash equal to: (i) the Base Purchase Price; (ii) minus the Debt Payoff Amount; (iii) minus the Closing Costs (to the extent not satisfied prior to the Closing); (iv) minus the Assumed Debt Amount; (v) plus the amount, if any, by which the Final Closing Adjustment exceeds $0 or minus the amount, if any, by which the Final Closing Adjustment is less than $0; (vi) plus the Construction and Development Costs. (b) Not less than five Business Days prior to the Closing Date, the Company shall deliver to Parent the following, in each case, based upon the books and records of the Company and the Related Entities and prepared in accordance with GAAP as consistently applied by the Company in the Financial Statements, with all appropriate supporting documentation and records reasonably requested by Parent: (i) a statement of the estimated Closing Adjustment as of the Closing Date (the “Estimated Closing Adjustment”) in substantially the form attached hereto as Schedule I; (ii) a statement of the estimated Construction and Development Costs (the “Estimated Construction and Development Costs”); (iii) a statement of the estimated Debt Payoff Amount (the “Estimated Debt Payoff Amount”); (iv) a statement of the estimated Assumed Debt Amount (the “Estimated Assumed Debt Amount”); and (v) a statement of the estimated Closing Costs (the “Estimated Closing Costs”). (c) No additional consideration shall be payable with respect to the Related Entity LLC Interests, the Agent Common Stock, or otherwise in connection with the Related Entity Transfers.

CALCULATION OF MERGER CONSIDERATION. (a) The aggregate For purposes of this Agreement, the “Actual Merger Consideration” shall be an amount of consideration equal to be paid by Parent with respect to the Company LLC Interests (i) $855,000,000 (the “Merger Gross Consideration”) shall be (w) an amount of restricted common limited partnership units of Parent (the “OP Units”) with an aggregate value equal to the Accredited OP Unit Amount; (x) an amount of restricted General Partner Common Stock and cash with an aggregate value equal to the Non-Accredited Share Amount; (y) an amount of General Partner Common Stock with an aggregate value of $125,000,000 (the “General Partner Common Stock Amount”); provided that Parent may, in its sole discretion by providing Wexford Equities with written notice not less than two Business Days prior to Closing, elect to pay cash in lieu of General Partner Common Stock, which election shall increase the Base Purchase Price by $125,000,000 automatically; and (z) an amount of cash equal to: (i) the Base Purchase Price; minus (ii) minus the Debt Payoff Amount; Actual Indebtedness, plus (iii) minus the Closing Costs (to the extent not satisfied prior to the Closing); (iv) minus the Assumed Debt Amount; (v) plus the amount, if any, by which Actual Working Capital exceeds the Final Closing Adjustment exceeds $0 or Target Working Capital, minus (iv) the amount, if any, by which the Final Closing Adjustment Actual Working Capital is less than $0; the Target Working Capital, plus (v) Actual Cash, minus (vi) plus the Construction and Development Costsamount of Company Transaction Expenses unpaid as of the Closing. (b) For purposes of this Agreement, the “Estimated Merger Consideration” shall be an amount equal to (i) the Gross Consideration, minus (ii) Estimated Indebtedness, plus (iii) the amount, if any, by which Estimated Working Capital exceeds the Target Working Capital, minus (iv) the amount, if any, by which Estimated Working Capital is less than the Target Working Capital, plus (v) Estimated Cash, minus (vi) the amount of Company Transaction Expenses unpaid as of the Closing. Not less than five Business Days two (2) days prior to the anticipated Closing Date, the Company shall deliver to Parent Buyer a statement (the following“Closing Certificate”), duly certified by an authorized officer of the Company, setting forth (to the extent practicable as of such date) the Company’s good faith estimate of (i) the Estimated Working Capital, the Estimated Indebtedness, the Estimated Cash, and the Estimated Company Transaction Expenses together, in each case, based with the calculations thereof and with reasonably detailed supporting information, (ii) the Company’s calculation of the Estimated Merger Consideration, (iii) the Closing Stock Payment payable at the Closing to each Stockholder in accordance with Section 2.05(c) and (iv) the Closing Option Payment payable at the Closing to each Optionholder in accordance with Section 2.05(d). If Buyer shall object to any of the information set forth in the Closing Certificate or the accompanying information delivered by the Company to Buyer pursuant to this Section 2.05(b), then Buyer and the Company shall negotiate in good faith and use reasonable efforts to attempt to agree upon appropriate adjustments; provided, however, that, the books and records ultimate determination of the estimates in the Closing Certificate shall be made by the Company and in no event shall such negotiation delay the Related Entities and prepared in accordance Closing, it being understood that Buyer’s recourse with GAAP as consistently applied by the Company in the Financial Statements, with all appropriate supporting documentation and records reasonably requested by Parent: (i) a statement of the estimated Closing Adjustment as of respect to any disputes regarding the Closing Date (Certificate shall be as provided in Section 2.07. The Company shall deliver such work papers and other documents and information supporting the “Estimated Closing Adjustment”) in substantially Certificate and the form attached hereto calculations therein as Schedule I; (ii) a statement of the estimated Construction and Development Costs (the “Estimated Construction and Development Costs”); (iii) a statement of the estimated Debt Payoff Amount (the “Estimated Debt Payoff Amount”); (iv) a statement of the estimated Assumed Debt Amount (the “Estimated Assumed Debt Amount”); and (v) a statement of the estimated Closing Costs (the “Estimated Closing Costs”)Buyer may reasonably request. (c) No additional consideration The portion of the Estimated Merger Consideration each Stockholder shall be payable entitled to receive at the Closing to be set forth on the Closing Certificate (such Stockholder’s “Closing Stock Payment”) shall equal the product of (i) the Closing Company Stock Per Share Merger Consideration, multiplied by (ii) the number of shares of Company Stock held by such Stockholder immediately prior to the Effective Time, in each case, as applicable, subject to reduction in accordance with Section 2.04(b). (d) The portion of the Estimated Merger Consideration each Optionholder shall be entitled to receive at the Closing to be set forth on the Closing Certificate (such Optionholder’s “Closing Option Payment”) shall equal the product of (i) the Closing Option Per Share Merger Consideration, multiplied by (ii) the number of shares of Company Stock with respect to the Related Entity LLC Interests, the Agent Common Stock, or otherwise in connection with the Related Entity Transferswhich such Option is an In-the-Money Option.

CALCULATION OF MERGER CONSIDERATION. At the Effective Time, all of the shares of Company Stock then issued and outstanding shall cease to exist and automatically be converted into the right to receive, without duplication: (a) The aggregate amount of consideration to be paid by Parent with respect to the Company LLC Interests (the “Merger Consideration”) shall be (w) an amount of restricted common limited partnership units of Parent (the “OP Units”) with an aggregate value equal to the Accredited OP Unit Amount; (x) an amount of restricted General Partner Common Stock and cash with an aggregate value equal to the Non-Accredited Share Amount; (y) an amount of General Partner Common Stock with an aggregate value of $125,000,000 (the “General Partner Common Stock Amount”); provided that Parent may, in its sole discretion by providing Wexford Equities with written notice not less than two Business Days prior to Closing, elect to pay cash in lieu of General Partner Common Stock, which election shall increase the Base Purchase Price by $125,000,000 automatically; and (zi) an amount of cash equal to: to (1) (A) $145,000,000 (i) less the Base Purchase Price; Holsum Obligations, (ii) minus plus the Debt Payoff Holsum Special Obligations Tax Benefit Amount; , (iii) minus the Closing Costs (to the extent not satisfied prior to the Closing); (iv) minus the Assumed Debt Amount; (v) plus the amountSAR Plan Interest Benefit Amount, if any, multiplied by which the Final Closing Adjustment exceeds $0 or minus the amount, if any, by which the Final Closing Adjustment is less than $0; (viB) plus the Construction and Development Costs. (b) Not less than five Business Days prior to the Closing Date, the Company shall deliver to Parent the following, in each case, based upon the books and records of the Company and the Related Entities and prepared in accordance with GAAP as consistently applied by the Company in the Financial Statements, with all appropriate supporting documentation and records reasonably requested by Parent: (i) a statement of the estimated Closing Adjustment as of the Closing Date 0.5 (the “Estimated Closing AdjustmentPrimary Cash Consideration”) in substantially plus (2) the form attached hereto as Schedule I; Special Cash Consideration, if applicable, minus (ii3) a statement of the estimated Construction and Development Costs $1,500,000 (collectively, the “Estimated Construction and Development Costs”); (iii) a statement of the estimated Debt Payoff Amount (the “Estimated Debt Payoff Amount”); (iv) a statement of the estimated Assumed Debt Amount (the “Estimated Assumed Debt AmountCash Consideration”); and (vii) a statement the number of shares of Purchaser Stock equal to the estimated Closing Costs Primary Cash Consideration divided by the Average Price; provided, however, if the Average Price is less than $21.00 per share (the “Estimated Closing CostsMinimum Price”)., then the Shareholders shall be entitled to receive the number of shares of Purchaser Stock equal to the Primary Cash Consideration divided by the Minimum Price plus an amount in cash (the “Special Cash Consideration”) derived from the following formula: Primary Cash Consideration – { Primary Cash Consideration X Average Price } Minimum Price (ciii) No additional consideration shall be payable with respect Subject to Section 2.2(f), if, prior to the Related Entity LLC InterestsClosing, the Agent Common StockRepresentative notifies the Purchaser that, or otherwise in connection the judgment of Representative’s tax advisors, the amount of the Special Cash Consideration would jeopardize the tax free nature of the Merger, the amount of the Special Cash Consideration will be reduced by an amount as agreed upon by the Purchaser and the Representative after consultation with their respective tax advisors to preserve the tax free nature of the Merger (the “Reduction Amount”). The shares of Purchaser Stock into which the shares of Company Stock are converted pursuant to this Section 2.2(a) are referred to in this Agreement as the “Stock Consideration” and, collectively with the Related Entity TransfersCash Consideration, are referred to in this Agreement as the “Merger Consideration.” Schedule 2.2(a) illustrates the operation of this Section 2.2(a).

CALCULATION OF MERGER CONSIDERATION. (a) The aggregate amount of consideration to be paid by Parent with respect to the Company LLC Interests (the “Merger Consideration”) shall be (w) an amount of restricted common limited partnership units of Parent (the “OP Units”) with an aggregate value equal to the Accredited OP Unit Amount; (x) an amount of restricted General Partner Common Stock and cash with an aggregate value equal to the Non-Accredited Share Amount; (y) an amount of General Partner Common Stock with an aggregate value of $125,000,000 (the “General Partner Common Stock Amount”); provided that Parent may, in its sole discretion by providing Wexford Equities with written notice not less than two Business Days prior to Closing, elect to pay cash in lieu of General Partner Common Stock, which election shall increase the Base Purchase Price by $125,000,000 automatically; and (z) an amount of cash equal to: (i) the Base Purchase Price; (ii) minus the Debt Payoff Amount; (iii) minus the Closing Costs (to the extent not satisfied prior to the Closing); (iv) minus the Assumed Debt Amount; (v) plus the amount, if any, by which the Final Closing Adjustment exceeds $0 or minus the amount, if any, by which the Final Closing Adjustment is less than $0; (vi) plus the Construction and Development Costs. (b) Not less No later than five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent the following, in each case, based upon the books and records a certificate of an officer of the Company and Company, setting forth its good faith estimate as of the Related Entities and prepared in accordance with GAAP as consistently applied by opening of business on the Company in the Financial Statements, with all appropriate supporting documentation and records reasonably requested by Parent: Closing Date of (i) a statement of the estimated Closing Adjustment as of Net Working Capital (the “Estimated Net Working Capital”), (ii) the Closing Date Net Indebtedness (the “Estimated Closing Net Indebtedness”), and (iii) the Transaction Expenses (the “Estimated Transaction Expenses”). (b) The initial merger consideration shall be $1,400,000,000.00 (i) (A) increased, if the Estimated Net Working Capital exceeds the Target Net Working Capital, by an amount equal to the amount of such excess or (B) decreased, if the Target Net Working Capital exceeds the Estimated Net Working Capital, by an amount equal to such excess (such increase or decrease, as the case may be, being the “Estimated Closing Working Capital Adjustment”), (ii) decreased by (y) the Estimated Closing Net Indebtedness and (z) the Estimated Transaction Expenses, and (iii) increased by the amount of any Recapitalization Financing Expenses that were incurred up to $18,750,000 (such amount, the “Estimated Merger Consideration). (c) Within forty-five (45) days following the Closing Date, Parent and the Company shall deliver or cause to be delivered to the Company the following (collectively, the “Preliminary Closing Statement”): (i) an unaudited consolidated balance sheet of the Acquired Companies immediately prior to the Closing (the “Preliminary Closing Balance Sheet”), prepared by Parent in substantially the form attached hereto as Schedule Iaccordance with GAAP applied on a consistent basis; (ii) a statement certificate of an officer of Parent, or one of its Subsidiaries, certifying that the estimated Construction and Development Costs (the “Estimated Construction and Development Costs”);Preliminary Closing Balance Sheet has been prepared in accordance with GAAP, applied on a consistent basis; and (iii) a statement reasonably detailed calculation by Parent of (x) the Net Working Capital as of the estimated Debt Payoff Amount opening of business on the Closing Date based on the Preliminary Closing Balance Sheet (the “Estimated Debt Payoff AmountPreliminary Net Working Capital”);, and (y) the Net Indebtedness as of the Closing Date immediately prior to the Closing (the “Preliminary Closing Net Indebtedness”), and (z) the Transaction Expenses (the “Preliminary Transaction Expenses). (iv) a statement The Stockholder Representatives shall have fifteen (15) Business Days following receipt of the estimated Assumed Debt Amount Preliminary Closing Statement to review the Preliminary Closing Balance Sheet and the calculation of Preliminary Net Working Capital, the Preliminary Closing Net Indebtedness and the Preliminary Transaction Expenses and to notify Parent in writing if they dispute the amount of the Preliminary Net Working Capital, the Preliminary Closing Net Indebtedness, and/or the Preliminary Transaction Expenses (the “Estimated Assumed Debt AmountDispute Notice”); and (v) a statement of , specifying the estimated Closing Costs (the “Estimated Closing Costs”)reasons therefor in reasonable detail. (cd) No additional consideration shall be payable In connection with respect to the Related Entity LLC InterestsStockholder Representatives’ review, the Agent Common StockStockholder Representatives and their representatives shall have reasonable access, during normal business hours and upon reasonable notice, to all relevant work papers, schedules, memoranda and other documents prepared by Parent or otherwise its representatives in connection with its preparation of the Related Entity TransfersPreliminary Closing Balance Sheet and/or its calculation of Preliminary Net Working Capital, Preliminary Closing Net Indebtedness and Preliminary Transaction Expenses and to finance personnel of Parent and its Subsidiaries and any other information which the Stockholder Representatives reasonably request, and Parent shall, and shall cause its Subsidiaries to, cooperate reasonably with the Stockholder Representatives and their representatives in connection therewith. (e) In the event that the Stockholder Representatives shall deliver a Dispute Notice to Parent, Parent and the Stockholder Representatives shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet, Preliminary Net Working Capital, Preliminary Closing Net Indebtedness or Preliminary Transaction Expenses shall be made in accordance with the agreement of Parent and the Stockholder Representatives. If Parent and the Stockholder Representatives are unable to resolve any such dispute within ten (10) Business Days (or such longer period as Parent and the Stockholder Representatives shall mutually agree in writing) of the Stockholder Representatives’ delivery of such Dispute Notice, such dispute shall be resolved by the Independent Accounting Firm, and such determination shall be final and binding on the parties. The Independent Accounting Firm shall consider only those items and amounts as to which Parent and the Stockholder Representatives have disagreed within the time periods and on the terms specified above. In making such determination, the Independent Accounting Firm may rely only upon information submitted to it by Parent or the Stockholder Representatives. The Independent Accounting Firm shall be instructed to use reasonable best efforts to deliver to Parent and the Stockholder Representatives a written report setting forth the resolution of each disputed matter within thirty (30) days of submission of the Preliminary Closing Balance Sheet, the Preliminary Net Working Capital, the Preliminary Closing Net Indebtedness and/or Preliminary Transaction Expenses to it and, in any case, as promptly as practicable after such submission. Any expenses relating to the engagement of the Independent Accounting Firm in respect of its services pursuant to this Section 3.2(e) shall be shared equally by the Stockholders, on the one hand, and Parent and the Company, jointly and severally, on the other hand. The Preliminary Closing Balance Sheet, the Preliminary Net Working Capital, the Preliminary Closing Net Indebtedness and the Preliminary Transaction Expenses, (i) if no Dispute Notice has been timely delivered by the Stockholder Representatives, as originally submitted by Parent or (ii) if a Dispute Notice has been timely delivered by the Stockholder Representatives, as determined pursuant to the resolution of such dispute in accordance with this Section 3.2(e), shall be, respectively, the “Final Closing Balance Sheet,” the “Final Net Working Capital,” the “Final Closing Net Indebtedness” and the “Final Transaction Expenses).

CALCULATION OF MERGER CONSIDERATION. (a) The aggregate amount of consideration to be paid by Parent with respect to the Company LLC Interests At least three (the “Merger Consideration”3) shall be (w) an amount of restricted common limited partnership units of Parent (the “OP Units”) with an aggregate value equal to the Accredited OP Unit Amount; (x) an amount of restricted General Partner Common Stock and cash with an aggregate value equal to the Non-Accredited Share Amount; (y) an amount of General Partner Common Stock with an aggregate value of $125,000,000 (the “General Partner Common Stock Amount”); provided that Parent may, in its sole discretion by providing Wexford Equities with written notice not less than two Business Days prior to Closingthe Closing Date, elect the Stockholder Representative shall prepare and deliver to pay cash in lieu Parent a written statement the “Pre-Closing Statement”) containing its good faith calculation of General Partner Common Stock, which election shall increase the Base Purchase Price by $125,000,000 automatically; and (z) an amount its estimate of cash equal to: (i) Cash (the Base Purchase Price; “Estimated Cash”), (ii) minus Indebtedness, other than the Debt Payoff Amount; Senior Notes Redemption Amount (the “Estimated Indebtedness”), (iii) minus Net Working Capital (the Closing Costs (to the extent not satisfied prior to the Closing“Estimated Net Working Capital Amount”); , (iv) minus Transaction Expenses (the Assumed Debt Amount; “Estimated Transaction Expenses”), (v) the Senior Notes Redemption Amount, (vi) the Rental Fleet Sales (the “Estimated Rental Fleet Sales”) and (vii) the Rental Capital Expenditures (the “Estimated Rental Capital Expenditures”). (b) The Pre-Closing Statement will be prepared, and Estimated Cash, Estimated Indebtedness (other than the Senior Notes Redemption Amount), Estimated Net Working Capital, Estimated Rental Fleet Sales, the Estimated Rental Capital Expenditures, the Senior Notes Redemption Amount and Estimated Transaction Expenses will be determined, on a consolidated basis, in accordance with the terms of Section 3.9 regarding the preparation of the Preliminary Statement (as defined below). (c) For purposes of this Agreement, the term “Closing Merger Consideration” means (i) $965,000,000 (the “Base Consideration”), minus (ii) the amount of the Estimated Indebtedness (other than the Senior Notes Redemption Amount), plus (iii) the amount, if any, by which the Final Closing Adjustment Estimated Net Working Capital Amount exceeds $0 or the Target Net Working Capital Amount, minus (iv) the amount, if any, by which the Final Closing Adjustment Target Net Working Capital Amount exceeds the Estimated Net Working Capital Amount, plus (v) the amount of Estimated Cash if the amount of Estimated Cash is less than $0; positive, minus (vi) the amount by which zero (0) exceeds the amount of Estimated Cash if the amount of Estimated Cash is negative, minus (vii) the amount by which the Estimated Rental Fleet Sales exceeds the relevant Rental Fleet Sales set forth on Schedule 1.1(a), minus (viii) the amount by which the Estimated Rental Capital Expenditures are below the relevant amount of Rental Capital Expenditures set forth on Schedule 1.1(b), plus (ix) the Construction and Development Costs. amount by which the Estimated Rental Capital Expenditures exceeds the relevant amount of Rental Capital Expenditures set forth on Schedule 1.1(b) (bprovided, that, in no event shall the amount set forth in this subclause (ix) Not less than five Business Days exceed $15,000,000), minus (x) the amount of the Estimated Transaction Expenses, plus (xi) the aggregate exercise price of the Cancelled Company Options that are outstanding immediately prior to the Closing DateEffective Time, minus (xii) the Company shall deliver to Parent Escrow Amount, minus (xiii) the followingExpense Reserve, in each case, based upon and minus (xiv) the books and records of the Company and the Related Entities and prepared in accordance with GAAP as consistently applied by the Company in the Financial Statements, with all appropriate supporting documentation and records reasonably requested by Parent: (i) a statement of the estimated Closing Adjustment as of the Closing Date (the “Estimated Closing Adjustment”) in substantially the form attached hereto as Schedule I; (ii) a statement of the estimated Construction and Development Costs (the “Estimated Construction and Development Costs”); (iii) a statement of the estimated Debt Payoff Amount (the “Estimated Debt Payoff Senior Notes Redemption Amount”); (iv) a statement of the estimated Assumed Debt Amount (the “Estimated Assumed Debt Amount”); and (v) a statement of the estimated Closing Costs (the “Estimated Closing Costs”). (c) No additional consideration shall be payable with respect to the Related Entity LLC Interests, the Agent Common Stock, or otherwise in connection with the Related Entity Transfers.