Common use of Consideration Election and Exchange Procedures Clause in Contracts

Consideration Election and Exchange Procedures. Section 2.1 Aggregate Cash Consideration and Per Share Cash Consideration. Each RBI Common Stockholder who owns a Cash Election Share (that is not reallocated as a Common Stock Election Share pursuant to Section 2.5(e)(i)(B)) will receive in the Merger cash equal to $12.68 in exchange for each such share (the “Per Share Cash Consideration”). The number of Cash Election Shares plus the number of Objecting RBI Shares shall, in the aggregate, equal no more than 50% of the shares of RBI Common Stock outstanding as of the Effective Time, as further described in Section 2.5(e)(i) hereof. For purposes of this Agreement, the “Aggregate Cash Consideration” shall be an amount equal to (i) the sum of the number of Cash Election Shares and the number of Objecting RBI Shares, multiplied by (ii) $12.68. Section 2.2 Aggregate Common Stock Consideration and Per Share Common Stock Consideration; Merger Consideration; Aggregate Consideration. Each RBI Common Stockholder who owns a Common Stock Election Share (that is not reallocated as a Cash Election Share pursuant to Section 2.5(e)(ii)(C)) will receive in the Merger 0.7718 shares of OLB Common Stock in exchange for each such share (the “Per Share Common Stock Consideration”). The number of Common Stock Election Shares shall equal the number of shares of RBI Common Stock outstanding as of the Effective Time less the sum of the Cash Election Shares and the Objecting RBI Shares. The Per Share Cash Consideration and the Per Share Common Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” The Aggregate Common Stock Consideration is the aggregate number of shares of OLB Common Stock issuable pursuant to the first paragraph of this Section 2.2. The Aggregate Cash Consideration together with the Aggregate Common Stock Consideration is referred to herein as the “Aggregate Consideration.”

Consideration Election and Exchange Procedures. Section 2.1 Aggregate Cash Consideration and Per Share Cash Consideration. Each RBI PBI Common Stockholder who owns a Cash Election Share (that is not reallocated as a Common Stock Election Share pursuant to Section 2.5(e)(i)(B)) will receive in the Merger cash equal to $12.68 5.09 in exchange for each such share (the “Per Share Cash Consideration”). The number of Cash Election Shares plus the number of PBI Objecting RBI Shares shall, in the aggregate, equal no more than 5020% of the shares of RBI PBI Common Stock outstanding as of the Effective TimeTime (less any HBI Owned Shares), as further described in subject to adjustment pursuant to Section 2.5(e)(i) hereof2.3 of this Agreement. For purposes of this Agreement, the “Aggregate Cash Consideration” shall be an amount equal to $2,010,600 (i) subject to adjustment pursuant to Section 2.3 of this Agreement), which assumes that each PBI Objecting Share shall receive the sum of the number of Per Share Cash Election Shares and the number of Objecting RBI Shares, multiplied by (ii) $12.68Consideration. Section 2.2 Aggregate Common Stock Consideration and Per Share Common Stock Consideration; Merger Consideration; Aggregate Consideration. Each RBI PBI Common Stockholder who owns a Common Stock Election Share (that is not reallocated as a Cash Election Share pursuant to Section 2.5(e)(ii)(C)) will receive in the Merger 0.7718 that number of shares of OLB HBI Common Stock equal to the Exchange Ratio in exchange for each such share (the “Per Share Common Stock Consideration”). The number of Common Stock Election Shares shall equal 80% of the number of shares of RBI PBI Common Stock outstanding as of the Effective Time (less the sum any HBI Owned Shares), subject to adjustment pursuant to Section 2.3 of the Cash Election Shares and the Objecting RBI Sharesthis Agreement. The Per Share Cash Consideration and “Exchange Ratio” will be equal to $5.09 divided by the Per Share Common Stock Consideration are sometimes referred to herein collectively as Average Price; provided, however, that in no event may the “Merger Consideration.” Exchange Ratio be less than 0.3030 or greater than 0.5656. If the Exchange Ratio would otherwise be less than 0.3030 or more than 0.5656, then 0.3030 or 0.5656, respectively, shall be used. See Exhibit D hereto. The Aggregate Common Stock Consideration is the aggregate number of shares of OLB Common Stock issuable pursuant Exchange Ratio will be rounded down to the first paragraph of this Section 2.2. The Aggregate Cash Consideration together with the Aggregate Common Stock Consideration is referred to herein as the “Aggregate Considerationnearest ten-thousandth.”