Second Closing Termination Adjustment. The “Crestwood Pipeline East Termination Adjustment” shall be an amount equal to the sum of # 50% of # the Initial Closing Crestwood Pipeline East Working Capital minus # $400,000, minus # 50% of the Initial Closing Crestwood Pipeline East Indebtedness, plus # 50% of the amount of any indebtedness for borrowed money, accounts payable and other payables of the Initial Contributed Entities owing to Crestwood Pipeline East as of the Initial Closing. If the transactions contemplated hereby to occur at the Second Closing are terminated at any time pursuant to Section 8.2 then # if the Crestwood Pipeline East Termination Adjustment is a positive number, Crestwood shall pay to CEGPS an amount equal to the Crestwood Pipeline East Termination Adjustment or # if the Crestwood Pipeline East Termination Adjustment is a negative number, CEGPS shall pay to Crestwood an amount equal to the absolute value of the Crestwood Pipeline East Termination Adjustment, in each case in accordance with Section 2.9(d), in each case, upon the later to occur of # either five Business Days after the acceptance or deemed acceptance of the Initial Closing Statement or five Business Days after the resolution described in Section 2.9(a) or (b) five Business Days following the date of such termination. The amount of any Crestwood Pipeline East Termination Adjustment shall bear interest from and including the Initial Closing Date to but excluding the date of payment at a rate per annum equal to the Prime Rate as set forth in the Wall Street Journal as of the Initial Closing Date. Such interest shall be calculated daily on the basis of a 365-day year and the actual number of days elapsed. Either Party shall have the right to immediately exercise its Payable Distribution Right in satisfaction of any amounts the other Party has not paid pursuant to this Section 2.10.

Adjustment of Closing Date. In [Section 6.01] of the PSA, the parties agree that the stipulated date of June 30, 2014 shall be deleted and the date August 29, 2014 shall be inserted in lieu thereof.

No Adjustment for Dividends. The number of Restricted Stock Units shall not be adjusted for the payment of any cash dividend on shares of Stock of the Corporation before the issuance of a stock certificate representing the earned Award.

Adjustment of Warrant Exercise Price. If and whenever on or after the Issuance Date of this Warrant, the Company issues or sells, or is deemed to have issued or sold, any shares of Common Stock (other than Excluded Securities for a consideration per share (the “New Issuance Price”) less than the Fixed Conversion Price of the Convertible Debenture, issued pursuant to the Securities Purchase Agreement, in effect immediately prior to such issuance or sale (the “Applicable Price”), then immediately after such issue or sale the Warrant Exercise Price then in effect shall be reduced to an amount equal to such New Issuance Price.

Adjustment of Company Stock Accounts. A Participant’s Make-Up Subaccount and/or Performance Cycle Account established under [Section 4.1] shall thereafter be # credited with cash (in the case of the Make-Up Subaccount) or the number of shares of additional Company Stock that the Committee determines would be purchasable with the amount of any dividends or other distributions made in respect of Company Stock previously credited thereto (in the case of the Performance Cycle Account), # appropriately adjusted for any other transaction affecting Company Stock in such manner as the Committee shall determine, and # charged with the number of shares in respect of which distribution (whether in Common Stock or, as in the case of the Make-Up Subaccount, in cash) has been made under the Plan in respect of such Account.

Adjustment of Number of Shares. Upon each adjustment in the Exercise Price pursuant to [Section 5(c)] above, the number of Shares of Applicable Stock purchasable hereunder shall be adjusted, to the nearest whole share, to the product obtained by multiplying the number of Shares purchasable immediately prior to such adjustment in the Exercise Price by a fraction, the numerator of which shall be the Exercise Price immediately prior to such adjustment and the denominator of which shall be the Exercise Price immediately thereafter.

Adjustment Due to Dilutive Issuance. If, at any time when any Notes are issued and outstanding, the Borrower issues or sells, or in accordance with this Section 1.6(d) hereof is deemed to have issued or sold, except for shares of Common Stock issued directly to vendors or suppliers of the Borrower in satisfaction of amounts owed to such vendors or suppliers (provided, however, that such vendors or suppliers shall not have an arrangement to transfer, sell or assign such shares of Common Stock prior to the issuance of such shares), any shares of Common Stock for no consideration or for a consideration per share (before deduction of reasonable expenses or commissions or underwriting discounts or allowances in connection therewith) less than the Conversion Price in effect on the date of such issuance (or deemed issuance) of such shares of Common Stock (a “Dilutive Issuance”), then immediately upon the Dilutive Issuance, the Conversion Price will be reduced to the amount of the consideration per share received by the Borrower in such Dilutive Issuance.

Release of Adjustment Escrow Funds. Within three (3) Business Days after the date on which the Final Purchase Price is finally determined, the Seller Representative (on behalf of the Sellers) and Buyer shall deliver to the Escrow Agent a joint written instruction directing the Escrow Agent to release and pay to the Sellers in accordance with their respective Pro Rata Percentages, by wire transfer of immediately available funds to the bank account of each Seller designated in such joint written instruction no later than the fifth (5th) Business Day after the date on which the Final Purchase Price is finally determined, an amount equal to the Adjustment Escrow Funds remaining in the Adjustment Escrow Account after giving effect to any payment required pursuant to [Section 2.4(d)(ii)].

Minimum Adjustment of Exercise Price. No adjustment of the Exercise Price shall be made in an amount of less than 1% of the Exercise Price in effect at the time such adjustment is otherwise required to be made, but any such lesser adjustment shall be carried forward and shall be made at the time and together with the next subsequent adjustment which, together with any adjustments so carried forward, shall amount to not less than 1% of such Exercise Price.

Adjustment of the Target Amount. As soon as practicable after the end of the Performance Period, and in no event later than the last day of the first February following the Performance Period, the Committee shall determine the Performance Percentage based on the Scorecard. The Earned Bonus Percentage with respect to the Participant for the Performance Period shall be equal to the Performance Percentage so determined. The Committee shall have discretion to reduce or increase the amount of the Cash Bonus determined for the Participant for the Performance Period at any time prior to the payment of such bonus to the Participant. The Committee may, but shall not be required to, set forth in [Exhibit B] hereto such criteria (which may be subjective) to be used as the basis by the Committee to make any such reduction or increase.