Common use of PAYMENT OF INITIAL MERGER CONSIDERATION Clause in Contracts

PAYMENT OF INITIAL MERGER CONSIDERATION. The Initial Merger Consideration shall be payable in a combination of cash, Class A Common Stock and Series M-2002 Preferred Stock. The amount of the Initial Merger Consideration to be paid in Lithia stock shall equal ISP in the formula: T + $12,677,500 U ISP = ----------------- x --- 2 V Where: T = the Initial Merger Consideration payable under this Agreement plus the Initial Merger Consideration payable under all of the Other Reorganization Agreements; U = the Initial Merger Consideration under this Agreement; and V = T minus the Initial Merger Consideration payable under the Other Reorganization Agreements relating to the acquisition of L.A.H. Automotive Enterprises, Inc. and Reno Auto Sales, Inc. Of the stock portion of the Initial Merger Consideration, 70 percent will be paid in Class A Common stock and 30 percent in Series M-2002 Preferred Stock. The balance of the Initial Merger Consideration shall be paid in cash. The Class A Common Stock shall be valued for purposes of the Initial Merger Consideration at (i) $19.00 per share. The Series M Preferred Stock shall be valued at $1,000 per share for purposes of the Initial Merger Consideration.

PAYMENT OF INITIAL MERGER CONSIDERATION. The Initial Merger Consideration shall be payable in a combination of cash, Class A Common Stock and Series M-2002 Preferred Stock. The amount of the Initial Merger Consideration to be paid in Lithia stock shall equal ISP in the formula: T + $12,677,500 T+$12,677,500 U ISP = ----------------- ------------- x --- 2 V Where: T = the Initial Merger Consideration payable under this Agreement plus the Initial Merger Consideration payable under all of the Other Reorganization Agreements; U = the Initial Merger Consideration under this Agreement; and V = T minus the Initial Merger Consideration payable under the Other Reorganization Agreements relating to the acquisition of L.A.H. Automotive Enterprises, Inc. and Reno Auto Sales, Inc. Of the stock portion of the Initial Merger Consideration, 70 percent will be paid in Class A Common stock and 30 percent in Series M-2002 Preferred Stock. The balance of the Initial Merger Consideration shall be paid in cash. The Class A Common Stock shall be valued for purposes of the Initial Merger Consideration at (i) $19.00 per share. The Series M Preferred Stock shall be valued at $1,000 per share for purposes of the Initial Merger Consideration.

PAYMENT OF INITIAL MERGER CONSIDERATION. The Initial Merger Consideration shall be payable in a combination of cash, Class A Common Stock and Series M-2002 Preferred Stock. The amount of the Initial Merger Consideration to be paid in Lithia stock shall equal ISP in the formula: T + $12,677,500 U ISP = ----------------- --------------- x --- 2 V Where: T = the Initial Merger Consideration payable under this Agreement plus the Initial Merger Consideration payable under all of the Other Reorganization Agreements; U = the Initial Merger Consideration under this Agreement; and V = T minus the Initial Merger Consideration payable under the Other Reorganization Agreements relating to the acquisition of L.A.H. Automotive Enterprises, Inc. and Reno Auto Sales, Inc. Of the stock portion of the Initial Merger Consideration, 70 percent will be paid in Class A Common stock and 30 percent in Series M-2002 Preferred Stock. The balance of the Initial Merger Consideration shall be paid in cash. The Class A Common Stock shall be valued for purposes of the Initial Merger Consideration at (i) $19.00 per share. The Series M Preferred Stock shall be valued at $1,000 per share for purposes of the Initial Merger Consideration.

PAYMENT OF INITIAL MERGER CONSIDERATION. The Initial Merger Consideration shall be payable in a combination of cash, Class A Common Stock and Series M-2002 Preferred Stock. The amount of the Initial Merger Consideration to be paid in Lithia stock shall equal ISP in the formula: T + $12,677,500 U ISP = ----------------- --------------- x --- 2 V WhereWHERE: T = the Initial Merger Consideration payable under this Agreement plus the Initial Merger Consideration payable under all of the Other Reorganization Agreementsother reorganization agreements; U = the Initial Merger Consideration under this Agreement; and V = T minus the Initial Merger Consideration payable under the Other Reorganization Agreements relating to the acquisition of L.A.H. Automotive Enterprises, Inc. and Reno Auto Sales, Inc. Of the stock portion of the Initial Merger Consideration, 70 percent will be paid in Class A Common stock and 30 percent in Series M-2002 Preferred Stock. The balance of the Initial Merger Consideration shall be paid in cash. The Class A Common Stock stock shall be valued for purposes of the Initial Merger Consideration at (i) $19.00 per share. The Series M Preferred Stock shall be valued at $1,000 per share for purposes of the Initial Merger Consideration.

PAYMENT OF INITIAL MERGER CONSIDERATION. The Initial Merger Consideration shall be payable in a combination of cash, Class A Common Stock and Series M-2002 Preferred Stock. The amount of the Initial Merger Consideration to be paid in Lithia stock shall equal ISP in the formula: T + $12,677,500 U ISP = ----------------- --------------- x --- 2 V Where: T = the Initial Merger Consideration payable under this Agreement plus the Initial Merger Consideration payable under all of the Other Reorganization Agreements; U = the Initial Merger Consideration under this Agreement; and V = T minus the Initial Merger Consideration payable under the Other Reorganization Agreements relating to the acquisition of L.A.H. Automotive Enterprises, Inc. and Reno Auto Sales, Inc. Of the stock portion of the Initial Merger Consideration, 70 percent will be paid in Class A Common stock and 30 percent in Series M-2002 Preferred Stock. The balance of the Initial Merger Consideration shall be paid in cash. The Class A Common Stock shall be valued for purposes of the Initial Merger Consideration at (i) $19.00 per share. The Series M Preferred Stock shall be valued at $1,000 per share for purposes of the Initial Merger Consideration.