First Amendment to and Waiver under that certain Agreement and Plan of Merger, dated December 20, 2018. (filled herewithin) (Certain exhibits to the agreement have been omitted. The Company will furnish such exhibits to the SEC upon request

THAT CERTAIN AGREEMENT AND PLAN OF MERGER dated October 15, 2018, (the

“Agreement”), is made by and among the Parties and is effective as of December 20, 2018. Capitalized terms used and not otherwise defined herein have the meanings set forth in the Agreement.

WHEREAS, since the execution of the Agreement, the Parties have continued to work in cooperation toward the closing of the Merger; and

WHEREAS, through that process the Parties have identified and agreed upon certain amendments to and waivers under the Agreement that they wish to memorialize in this Amendment pursuant to Section 10.08 of the Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.1 Notwithstanding anything to the contrary in the Agreement, the Parties hereto hereby acknowledge and agree as follows:

Company prior to the Closing (and as a result the cash balance of the Company as of the Closing is reduced by an equal amount) and (ii) such capital contribution is not separately included as a current asset in Estimated Working Capital or Net Working Capital (i.e., this modification is not intended to result in any double-counting with respect to this amount).

 

2.1     Schedule 6.05 of the Agreement is amended by deleting subsections (a)1, (c)1 and (c)2 in their entirety and replacing them with the following:

shall, so long as such individual is then employed by Purchaser or any Subsidiary of Purchaser, (A) make a cash payment based on Lansing’s incentives formula for the year ended December 31, 2018 and (B) issue a Restricted Stock Award Agreement in the form of Exhibit E to this Agreement, for the number of Purchaser Common Shares determined by dividing the portion of the 2018 incentive payable in equity awards by an amount equal to 90% of the average of the daily closing price of Purchaser Common Shares for the month of February and each such award shall provide vesting of 1/3 on January 2, 2020, 1/3 on January 2, 2021, 1/3 on January 2, 2022 each year. The aggregate cash payments will be accrued on the closing balance sheet. The aggregate portion of the 2018 incentives paid in equity awards is estimated to be $6.8 million, subject to change based on Lansing’s operating results through the Closing and the allocation between individual cash and equity award allocations.

(c)

2.2 Exhibit 1 to Schedule 6.05(c)1 is deleted in its entirety and replaced with Exhibit 1 to Schedule 6.05(c)1 attached hereto.

its entirety and replaced with the following:

“Purchase Price Adjustment Consideration” means, with respect to each Seller, an amount equal to the result of (i) such Seller's Allocation Percentage, multiplied by (ii) the remaining portion of the Sellers Representative Admin Expense Fund delivered to the Paying Agent and the Surviving Company on behalf of the Sellers pursuant to Section 1.09.

Section 4. Affiliated Agreements. The following three agreements are being added to Schedule 5.08:

 

Section 5. Post-Closing Adjustment Payment. Sections 1.08(e)(i) and (e)(ii) are hereby amended to read as follows:

(e) Post-Closing Adjustment Payment.

(i)    If the Final Cash Purchase Price is greater than the Estimated Cash Purchase Price (such amount, if any, the “Excess Amount”), Purchaser shall promptly (but in any event within five Business Days after the determination of the Final Cash Purchase Price in accordance with this Section 1.08) deliver the Working Capital Holdback Amount plus the Excess Amount to the Paying Agent to be held as the Sellers Representative Admin Expense Fund.

(ii)    If the Final Cash Purchase Price is less than the Estimated Cash Purchase Price (such amount, if any, the “Shortfall Amount”), then Purchaser shall (A) deduct from the Working Capital Holdback Amount such Shortfall Amount (and, if the Working Capital Holdback Amount is less than such Shortfall Amount, then, deduct, the difference from the General Indemnity Holdback Amount) and if the Shortfall Amount is less than the Working Capital Holdback Amount, deliver the remainder of the Working Capital Holdback Amount to the Paying Agent to be held as the Sellers Representative Admin Expense Fund.

Section 6. Waiver of Closing Condition. So long as the condition to closing contained in Section 2.01(c) of the Agreement is fully satisfied as of 11:59 p.m. Eastern Time on December 31, 2018, then such closing condition will be deemed satisfied through 11:59 p.m. on January 2, 2019.

Section 7. Merger Agreement Provisions. Except as specifically amended or waived hereunder, all of the terms and conditions of the Agreement remain in full force and effect and this First Amendment and Waiver shall be governed by, and construed and enforced in accordance with, such terms and conditions.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to and Waiver under that certain Agreement and Plan of Merger as of the day and year first above written.