Common use of Conversion Generally Clause in Contracts

Conversion Generally. Each share of Class A-1 Common Stock, par value $0.001 per share (“Company Class A-1 Common Stock”), Class A-2 Common Stock, par value $0.001 per share (“Company Class A-2 Common Stock”), Class A-3 Common Stock, par value $0.001 per share (“Company Class A-3 Common Stock”) and Class A-4 Common Stock, par value $0.001 per share, (the “Company Class A-4 Common Stock”) of the Company issued and outstanding immediately prior to the Effective Time shall be converted, at the election of the holder thereof in accordance with the procedures set forth herein, into either (i) a fraction of a newly and validly issued, fully paid and nonassessable share of Class L-1 Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class L-1 Common Stock”) equal to one half of the Exchange Ratio and a fraction of a newly and validly issued, fully paid and nonassessable share of Class L-2 Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class L-2 Common Stock”) equal to one half of the Exchange Ratio or (ii) a fraction of a newly and validly issued, fully paid and nonassessable share of Class N Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class N Common Stock”) equal to the Exchange Ratio. Each share of Class L Common Stock, par value $0.001 per share (the “Company Class L Common Stock” and, together with the Company Class A-1 Common Stock, the Company Class A-2 Common Stock, the Company Class A-3 Common Stock and the Company Class A-4 Common Stock, the “Company Capital Stock”), of the Company, none of which will be issued and outstanding at or immediately prior to the Effective Time, shall automatically cease to exist without payment of any consideration therefor. The consideration described in this Section 2.1(a) and payable with respect to a particular share of Company Capital Stock is referred to herein as the “Merger Consideration.” Except as provided in this Section 2.1, at the Effective Time, by virtue of the Merger, all shares of Company Capital Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent the right to receive the Merger Consideration payable in respect of such shares of Company Capital Stock.

Conversion Generally. Each share of Class A-1 Common Stock, par value $0.001 per share (“Company Class A-1 Common Stock”Subject to Section 2.2(e), Class A-2 Common Stock, par value $0.001 per share (“Company Class A-2 Common Stock”), Class A-3 Common Stock, par value $0.001 per share (“Company Class A-3 Common Stock”) and Class A-4 Common Stock, par value $0.001 per share, (the “Company Class A-4 Common Stock”) of the Company each Unit issued and outstanding immediately prior to the Effective Time shall (other than any Units to be converted, at the election of the holder thereof cancelled pursuant to Section 2.1(b) and any Units that would be converted into fractional shares in accordance with Section 2.2(e)) shall be converted into the procedures set forth herein, into right to receive either (i) if a fraction holder of any Units (a newly and “Holder”) so elects pursuant to the terms of Section 2.2(b), or if no election is made by a Holder, a combination of (A) 57 validly issued, fully paid and nonassessable share shares of Class L-1 B-1 Common Stock, par value $0.01 per share, share of the Surviving Corporation (the “Surviving Class L-1 Common StockB-1 Common”), (B) equal to one half of the Exchange Ratio and a fraction of a newly and 57 validly issued, fully paid and nonassessable share shares of Class L-2 B-2 Common Stock, par value $0.01 per share, share of the Surviving Corporation (the “Surviving Class L-2 Common StockB-2 Common”) equal to one half of the Exchange Ratio or and (iiC) a fraction of a newly and 116.3419 validly issued, fully paid and nonassessable share shares of Class N B-3 Common Stock, par value $0.01 per share, share of the Surviving Corporation (the “Surviving Class N B-3 Common” and together with the Class B-1 Common Stockand the Class B-2 Common, the “Class B Common”); or (ii) equal if a Holder makes such an election pursuant to the Exchange Ratio. Each share terms of Section 2.2(b) hereof, 230.3419 validly issued, fully paid and nonassessable shares of Class L C Common Stock, par value $0.001 0.01 per share of the Corporation (the “Company Class L Common StockC Common” and, and together with the Company Class A-1 Common Stock, the Company Class A-2 Common Stock, the Company Class A-3 Common Stock and the Company Class A-4 B Common Stock, the “Company Capital Restricted Common Stock”) in each case with and subject to the applicable terms and conditions set forth in the Certificate of Incorporation (the shares of Restricted Common Stock so issued, the “Conversion Consideration”), of the Company, none of which will be issued and outstanding at or immediately prior to . At the Effective Time, shall automatically cease to exist without payment of any consideration therefor. The consideration described in this Section 2.1(a) and payable with respect to a particular share of Company Capital Stock is referred to herein as the “Merger Consideration.” Except as provided in this Section 2.1, at the Effective Time, by virtue of the Merger, all shares of Company Capital Stock such Units shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each any certificate previously representing any such shares Unit shall thereafter represent the right to receive the Merger Conversion Consideration payable in respect of such shares of Company Capital StockUnits pursuant to the terms hereof.

Conversion Generally. At the Effective Time, by virtue of the Merger and without any action on the part of MB, TCG or the holders of any of the following securities: (a) Each share of Class A-1 common stock, $0.01 par value, of MB ("MB Common Stock, par value $0.001 per share (“Company Class A-1 Common Stock”), Class A-2 Common Stock, par value $0.001 per share (“Company Class A-2 Common Stock”), Class A-3 Common Stock, par value $0.001 per share (“Company Class A-3 Common Stock”") and Class A-4 Common Stock, par value $0.001 per share, (the “Company Class A-4 Common Stock”) of the Company issued and outstanding immediately prior to the Effective Time shall continue to be converted, at the election of the holder thereof in accordance with the procedures set forth herein, into either one (i1) a fraction of a newly and validly issued, fully paid and nonassessable share of Class L-1 common stock, $0.01 par value, of the Surviving Corporation. (b) Subject to Sections 1.4(d), 1.4(e), 1.4(f) and 2.4, (i) each share of common stock, $0.01 par value, of TCG ("TCG Common Stock") issued and outstanding immediately prior to the Effective Time, including Trust Account Common Shares and DPC Common Shares, but excluding any Cancelled Shares and any Dissenting Shares, and (ii) each share of Nonvoting Preferred Stock, $0.01 par value, of TCG ("TCG Nonvoting Preferred Stock") issued and outstanding immediately prior to the Effective Time, but excluding Dissenting Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive (A) a fraction of a share of MB Common Stock equal to 0.64318 (the "Exchange Ratio") and $4.08 in cash (collectively, the "Base Merger Consideration"), which shall be paid as provided in Section 2.3, and (B) the Additional Merger Consideration, if any, as defined in, and payable by MB in accordance with the provisions of, Section 2.6. The Base Merger Consideration and Additional Merger Consideration, if any, is hereinafter collectively referred to as the "Merger Consideration." All of the shares of TCG Common Stock and TCG Nonvoting Preferred Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such shares of TCG Common Stock or TCG Nonvoting Preferred Stock (each, a "Certificate") and shares of TCG Common Stock or TCG Nonvoting Preferred Stock held in book-entry form ("Book-Entry Shares") shall thereafter represent only the right to receive the Merger Consideration and/or cash in lieu of fractional shares into which the shares of TCG Common Stock or TCG Nonvoting Preferred Stock represented by such Certificate or Book-Entry Shares have been converted pursuant to this Section 1.4 and Section 2.4, as well as any dividends and distributions to which such holders become entitled in accordance with Section 2.3(d). (c) Each issued and outstanding share of Perpetual Non-Cumulative Preferred Stock, Series A of TCG ("TCG Series A Preferred Stock"), with a liquidation preference of $25 per share, shall be automatically converted into and shall thereafter represent the right to receive one (1) share of the Surviving Corporation which shall be designated as Series A Perpetual Non-Cumulative Preferred Stock, par value $0.01 per share, with a liquidation preference of the Surviving Corporation (“Surviving Class L-1 Common Stock”) equal to one half of the Exchange Ratio and a fraction of a newly and validly issued, fully paid and nonassessable share of Class L-2 Common Stock, par value $0.01 25 per share, of the Surviving Corporation (“Surviving Class L-2 Common Stock”) equal to one half of Corporation, and otherwise having such other rights, preferences, privileges, and voting powers, and limitations and restrictions thereof, that are the Exchange Ratio or (ii) a fraction of a newly same as the rights, privileges and validly issuedvoting powers, fully paid and nonassessable share of Class N Common Stock, par value $0.01 per sharelimitations and restrictions thereof, of the Surviving Corporation (“Surviving Class N Common Stock”) equal to the Exchange Ratio. Each share of Class L Common Stock, par value $0.001 per share (the “Company Class L Common Stock” and, together with the Company Class A-1 Common Stock, the Company Class A-2 Common Stock, the Company Class A-3 Common TCG Series A Preferred Stock and the Company Class A-4 Common Stock, the “Company Capital Stock”), of the Company, none of which will be issued and outstanding at or immediately prior to the Effective Time, taken as a whole (such stock, generally, the "MB Series A Preferred Stock" and such shares of MB Series A Preferred Stock to which holders of shares of the TCG Series A Preferred Stock are entitled pursuant to this Agreement, the "TCG Series A Preferred Stock Merger Consideration"). (d) All shares of TCG Common Stock that are owned by TCG or MB (other than shares of TCG Common Stock held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, "Trust Account Common Shares") and other than shares of TCG Common Stock held, directly or indirectly, by TCG or MB in respect of a debt previously contracted (any such shares, "DPC Common Shares")) shall automatically be cancelled and shall cease to exist without payment and no stock of MB or other consideration shall be delivered in exchange therefore (any consideration therefor. The consideration described in such shares, the "Cancelled Shares"). (e) If, between the date of this Section 2.1(a) Agreement and payable with respect to a particular share of Company Capital Stock is referred to herein as the “Merger Consideration.” Except as provided in this Section 2.1, at the Effective Time, the outstanding shares of MB Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split or similar event, an appropriate and proportionate adjustment shall be made to the Exchange Ratio to provide the holders of TCG Common Stock and TCG Nonvoting Preferred Stock converted into Merger Consideration the same economic effect as contemplated by virtue this Agreement with respect to the stock portion of the MergerBase Merger Consideration prior to such event, all and as so adjusted shall, from and after the date of such event, be the Exchange Ratio; provided, that nothing in Section 1.4(e) shall be construed to permit MB to take any action with respect to its securities that is prohibited by the terms of this Agreement. (f) Each outstanding share of TCG Common Stock and TCG Nonvoting Preferred Stock the holder of which has perfected its right of appraisal under the DGCL and has not effectively withdrawn or lost such right as of the Effective Time (the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration, and the holder thereof shall be entitled only to such rights as are granted by the DGCL. TCG shall give MB prompt written notice upon receipt by TCG of any such demands for payment of the fair value of such shares of Company Capital TCG Common Stock shall no longer be outstanding and shall automatically be canceled TCG Nonvoting Preferred Stock and shall cease of withdrawals of such notice and any other instruments provided pursuant to existapplicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and each certificate previously representing MB shall have the right to participate in all negotiations and proceedings with respect to any such demands. TCG shall not, except with the prior written consent of MB, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made in cash by the Surviving Corporation. If any Dissenting Stockholder shall effectively withdraw or lose (through failure to perfect or otherwise) its right to such payment at or prior to the Effective Time, such holder's shares of TCG Common Stock or TCG Nonvoting Preferred Stock, as the case may be, shall thereafter represent the be converted into a right to receive the Merger Consideration payable in respect of such shares of Company Capital Stock.accordance with Section 1.4(b). 1.5

Conversion Generally. Each share of Class A-1 Common Stock, par value $0.001 per share (“Company Class A-1 Common Stock”), Class A-2 Common Stock, par value $0.001 per share (“Company Class A-2 Common Stock”), Class A-3 Common Stock, par value $0.001 per share (“Company Class A-3 Common Stock”) and Class A-4 Common Series 1 Preferred Stock, par value $0.001 per share, of the Company (the “Company Class A-4 Common Preferred Stock”) of the Company issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares and any shares of Company Preferred Stock to be canceled pursuant to Section 2.1.3), shall be converted, at the election of the holder thereof in accordance with the procedures set forth hereinsubject to Section 2.3.5, into either (i) a the right to receive that fraction of a newly and validly issued, fully paid and nonassessable share of Class L-1 Common Stockcommon stock of Parent, par value $0.01 per share, of the Surviving Corporation share (“Surviving Class L-1 Parent Common Stock”) equal to one half of the Exchange Ratio and ), with a fraction of a newly and validly issued, fully paid and nonassessable share of Class L-2 Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class L-2 Common Stock”) equal to one half of the Exchange Ratio or (ii) a fraction of a newly and validly issued, fully paid and nonassessable share of Class N Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class N Common Stock”) Fair Market Value equal to the Preferred Liquidation Preference plus the Remainder Per Share Amount, if any (the “Preferred Exchange Ratio”), including the associated rights of the Parent (the “Parent Rights”) pursuant to the Shareholder Rights Agreement, dated April 13, 2011, between Parent and Registrar and Transfer Company, as Rights Agent. Each share of Class L Common Stockcommon stock, par value $0.001 per share share, of the Company (the “Company Class L Common Stock” and, together with the Company Class A-1 Common Preferred Stock, the Company Class A-2 Common Stock, the Company Class A-3 Common Stock and the Company Class A-4 Common Stock, the “Company Capital Stock”), of the Company, none of which will be ) issued and outstanding at or immediately prior to the Effective TimeTime (other than any Dissenting Shares and any shares of Company Common Stock to be canceled pursuant to Section 2.1.3), shall automatically cease be converted, subject to exist without payment Section 2.3.5, into the right to receive that fraction of any consideration therefor. The consideration described in this Section 2.1(a) and payable with respect to a particular share of Company Capital Parent Common Stock is referred with a Fair Market Value equal to herein as the Remainder Per Share Amount, if any (the “Merger Consideration.” Except as provided in this Section 2.1Common Exchange Ratio”), at including the Effective Time, by virtue of the Merger, all associated Parent Rights. All such shares of Company Capital Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent the right to receive a certificate representing the Merger Consideration payable shares of Parent Common Stock into which such Company Capital Stock was converted in respect of such the Merger. Certificates previously representing shares of Company Capital StockStock shall be exchanged for certificates representing whole shares of Parent Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 2.3, without interest. No fractional share of Parent Common Stock shall be issued, and in lieu thereof, a cash payment shall be made pursuant to Section 2.3.5 hereof.

Conversion Generally. Each share of Class A-1 Company Common Stock, par value $0.001 per share (“Company Class A-1 Common Stock”), Class A-2 Common Stock, par value $0.001 per share (“Company Class A-2 Common Stock”), Class A-3 Common Stock, par value $0.001 per share (“Company Class A-3 Common Stock”) and Class A-4 Common Stock, par value $0.001 per share, (the “Company Class A-4 Common Stock”) of the Company Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.1.2 and Dissenting Shares), shall be converted, subject to Section 2.2.5, into the right to receive (A) at the election Effective Time, a number of the holder thereof in accordance with the procedures set forth herein, into either (i) a fraction shares of a newly and validly issued, fully paid and nonassessable share of Class L-1 Common Stockcommon stock, par value $0.01 .01 per share, of the Surviving Corporation Parent (“Surviving Class L-1 Parent Common Stock”) equal to one half a quotient (calculated to six decimal places), (i) the numerator of which is equal to $157,500,000 (the “Purchase Price”), divided by the average closing price per share of Parent Common Stock for the period of 20 trading days ending immediately prior to the second trading day before the date on which the Merger is consummated (the “Closing Date”) as quoted on NASDAQ (the “Closing Parent Common Stock Price”), and (ii) the denominator of which is the total number of shares of Company Common Stock outstanding (including Loan Shares) plus the aggregate number of shares which would be outstanding if all outstanding options and warrants to purchase shares of Company Common Stock at an exercise price less than the Implied Value per share were exercised on a cashless basis (calculated for each such option or warrant as the number of shares of Company Common Stock underlying such option or warrant minus the quotient of (a) the number of shares underlying such option or warrant multiplied by the exercise price for such option or warrant, divided by (b) the Implied Value), in each case immediately prior to the Effective Time (as modified by the next succeeding proviso, the “Exchange Ratio”); provided that the Exchange Ratio and shall (x) not be based upon a fraction Closing Parent Common Stock Price less than $2.028 (in which case $2.028 shall be utilized), (y) not be based upon a Closing Parent Common Stock Price greater than $2.478 (in which case $2.478 shall be utilized), (z) not result in the issuance of a newly and validly issuedshares of Parent Common Stock at the Effective Time (including, fully paid and nonassessable share for such purpose, shares as would otherwise be issued in respect of Class L-2 Common StockDissenting Shares) which, par value $0.01 per share, of the Surviving Corporation (“Surviving Class L-2 Common Stock”) equal to one half of the Exchange Ratio or (ii) a fraction of a newly and validly issued, fully paid and nonassessable share of Class N Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class N Common Stock”) equal to the Exchange Ratio. Each share of Class L Common Stock, par value $0.001 per share (the “Company Class L Common Stock” and, when taken together with the Company Class A-1 Common Stock, the Company Class A-2 Common Stock, the Company Class A-3 aggregate number of shares of Parent Common Stock and that will be subject to issuance upon exercise of Company Options assumed by Parent pursuant to Section 2.4.2 or, if the letter from NASDAQ contemplated in Section 5.19 is not obtained, are subject to issuance following the Effective Time under options substituted for Company Class A-4 Common StockOptions pursuant to Section 2.4.3, does not exceed the “Company Capital Stock”), maximum number of the Company, none of which will shares that may be issued and options and warrants that may be assumed, substituted or granted without approval of the stockholders of Parent under NASD Rule 4350; and provided, further, that the number of shares of Parent Common Stock deliverable upon the Effective Time shall be net of shares deposited with the Escrow Agent pursuant to Section 2.2.10; and (B) subsequent to the Effective Time and pursuant to and in accordance with Section 2.2.10, a number of shares of Parent Common Stock deposited with the Escrow Agent determined in accordance herewith. All shares of Company Common Stock outstanding at or immediately prior to the Effective Time, shall automatically cease to exist without payment of any consideration therefor. The consideration described in this Section 2.1(a) and payable with respect to a particular share of Company Capital Stock is referred to herein as the “Merger Consideration.” Except as provided in this Section 2.1other than Dissenting Shares, at shall, following the Effective Time, by virtue of the Merger, all shares of Company Capital Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent the right to receive a certificate representing the Merger Consideration payable shares of Parent Common Stock into which such Company Common Stock was converted in respect of such the Merger. Certificates previously representing shares of Company Capital StockCommon Stock shall be exchanged for certificates representing whole shares of Parent Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 2.2, without interest. No fractional share of Parent Common Stock shall be issued, and in lieu thereof, a cash payment shall be made pursuant to Section 2.2.5 hereof.

Conversion Generally. Each share of Class A-1 Common Stock, par value $0.001 per share (“Company Class A-1 Common Stock”Subject to Section 2.2(e), Class A-2 Common Stock, par value $0.001 per share (“Company Class A-2 Common Stock”), Class A-3 Common Stock, par value $0.001 per share (“Company Class A-3 Common Stock”) and Class A-4 Common Stock, par value $0.001 per share, (the “Company Class A-4 Common Stock”) of the Company each Unit issued and outstanding immediately prior to the Effective Time shall (other than any Units to be converted, at the election of the holder thereof cancelled pursuant to Section 2.1(b) and any Units that would be converted into fractional shares in accordance with Section 2.2(e)) shall be converted into the procedures set forth herein, into right to receive either (i) if a fraction holder of any Units (a newly and “Holder”) so elects pursuant to the terms of Section 2.2(b), or if no election is made by a Holder, a combination of (A) 55 validly issued, fully paid and nonassessable share shares of Class L-1 B-1 Common Stock, par value $0.01 per share, share of the Surviving Corporation (the “Surviving Class L-1 Common StockB-1 Common”), (B) equal to one half of the Exchange Ratio and a fraction of a newly and 55 validly issued, fully paid and nonassessable share shares of Class L-2 B-2 Common Stock, par value $0.01 per share, share of the Surviving Corporation (the “Surviving Class L-2 Common StockB-2 Common”) equal to one half of the Exchange Ratio or and (iiC) a fraction of a newly and 110.3419 validly issued, fully paid and nonassessable share shares of Class N B-3 Common Stock, par value $0.01 per share, share of the Surviving Corporation (the “Surviving Class N B-3 Common” and together with the Class B-1 Common Stockand the Class B-2 Common, the “Class B Common”); or (ii) equal if a Holder makes such an election pursuant to the Exchange Ratio. Each share terms of Section 2.2(b) hereof, 220.3419 validly issued, fully paid and nonassessable shares of Class L C Common Stock, par value $0.001 0.01 per share of the Corporation (the “Company Class L Common StockC Common” and, and together with the Company Class A-1 Common Stock, the Company Class A-2 Common Stock, the Company Class A-3 Common Stock and the Company Class A-4 B Common Stock, the “Company Capital Restricted Common Stock”) in each case with and subject to the applicable terms and conditions set forth in the Certificate of Incorporation (the shares of Restricted Common Stock so issued, the “Conversion Consideration”), of the Company, none of which will be issued and outstanding at or immediately prior to . At the Effective Time, shall automatically cease to exist without payment of any consideration therefor. The consideration described in this Section 2.1(a) and payable with respect to a particular share of Company Capital Stock is referred to herein as the “Merger Consideration.” Except as provided in this Section 2.1, at the Effective Time, by virtue of the Merger, all shares of Company Capital Stock such Units shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each any certificate previously representing any such shares Unit shall thereafter represent the right to receive the Merger Conversion Consideration payable in respect of such shares of Company Capital StockUnits pursuant to the terms hereof.

Conversion Generally. (i) Each share of Class A-1 Common Stockcommon stock, par value $0.001 .001 per share share, of Zhone (“Company Class A-1 Common Stock”), Class A-2 Common Stock, par value $0.001 per share (“Company Class A-2 Common Stock”), Class A-3 Common Stock, par value $0.001 per share (“Company Class A-3 Zhone Common Stock”) and Class A-4 Common Stock, par value $0.001 per share, (the “Company Class A-4 Common Stock”) of the Company issued and outstanding immediately prior to the Effective Time (other than any shares of Zhone Common Stock to be canceled pursuant to Section 2.1(b)), shall be converted, at the election of the holder thereof in accordance with the procedures set forth hereinsubject to Section 2.2(e), into either (i) the right to receive a fraction number of a newly and validly issued, fully paid and nonassessable share shares of Class L-1 Common Stockcommon stock, par value $0.01 .001 per share, of the Surviving Corporation Company (“Surviving Class L-1 Common Stock”) equal to one half of the Exchange Ratio and a fraction of a newly and validly issued, fully paid and nonassessable share of Class L-2 Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class L-2 Common Stock”) equal to one half of the Exchange Ratio or (ii) a fraction of a newly and validly issued, fully paid and nonassessable share of Class N Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class N Company Common Stock”) equal to the Exchange Ratio. Each share of Class L Common Stock, par value $0.001 per share (the “Company Class L Common Stock” and, together with the Company Class A-1 Common Stock, the Company Class A-2 Common Stock, the Company Class A-3 Common Stock and the Company Class A-4 Common Stock, the “Company Capital Stock”), of the Company, none of which will be issued and outstanding at or immediately prior to the Effective Time, shall automatically cease to exist without payment of any consideration therefor. The consideration described in this Section 2.1(a) and payable with respect to a particular share of Company Capital Stock is referred to herein as the “Merger Consideration.” Except as provided in this Section 2.1, at the Effective Time, by virtue of the Merger, all All such shares of Company Capital Zhone Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent the right to receive a certificate representing the Merger Consideration payable shares of Company Common Stock into which such Zhone Common Stock was converted in respect the Merger. Certificates previously representing shares of Zhone Common Stock shall be exchanged for certificates representing whole shares of Company Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 2.2, without interest. No fractional share of Company Common Stock shall be issued, and in lieu thereof, a cash payment shall be made pursuant to Section 2.2(e) hereof. (ii) Each share of preferred stock, par value $.001 per share, of Zhone (“Zhone Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Zhone Preferred Stock to be canceled pursuant to Section 2.1(b)), shall be converted, subject to Section 2.2(e), into the right to receive a number of shares of Company Common Stock equal to the Exchange Ratio. All such shares of Zhone Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such shares shall thereafter represent the right to receive a certificate representing the shares of Company Capital StockCommon Stock into which such Zhone Preferred Stock was converted in the Merger. Certificates previously representing shares of Zhone Preferred Stock shall be exchanged for certificates representing whole shares of Company Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 2.2, without interest. No fractional share of Company Common Stock shall be issued, and in lieu thereof, a cash payment shall be made pursuant to Section 2.2(e) hereof.

Conversion Generally. (i) Each share of Class A-1 Common Stockcommon stock, par value $0.001 per share share, of the Company (“"Company Class A-1 Common Stock”)") issued and outstanding immediately prior to the Effective Time, Class A-2 including shares of Company Common Stock, par value $0.001 per share (“Company Class A-2 Common Stock”), Class A-3 Common Stock, par value $0.001 per share (“Company Class A-3 Common Stock”) and Class A-4 Common Stock resulting from the conversion of any Series A Convertible Exchangeable Preferred Stock, par value $0.001 per share, (the “Company Class A-4 Common Stock”) of the Company ("Series A Convertible Preferred Stock") immediately prior to consummation of the Merger (other than any shares of Company Common Stock to be canceled pursuant to Section 2.1(b) and Appraisal Shares referred to in Section 2.1(e) ("Excluded Common Shares")), shall be converted, subject to Section 2.2(e), into the right to receive: (A) 1.0000 (the "Exchange Ratio") common share, no par value per share ("Parent Common Shares"), of Parent (the "Common Share Consideration") and (B) $14.61 in cash (the "Common Cash Consideration," and together with the Common Share Consideration, the "Common Merger Consideration"). (ii) Each share of Series A Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time shall (other than any shares of Series A Convertible Preferred Stock to be converted, at the election of the holder thereof canceled pursuant to Section 2.1(b) and Appraisal Shares referred to in accordance with the procedures set forth herein, into either Section 2.1(e) (i) a fraction of a newly and validly issued, fully paid and nonassessable share of Class L-1 Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class L-1 Common Stock”) equal to one half of the Exchange Ratio and a fraction of a newly and validly issued, fully paid and nonassessable share of Class L-2 Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class L-2 Common Stock”) equal to one half of the Exchange Ratio or (ii) a fraction of a newly and validly issued, fully paid and nonassessable share of Class N Common Stock, par value $0.01 per share, of the Surviving Corporation (“Surviving Class N Common Stock”) equal to the Exchange Ratio. Each share of Class L Common Stock, par value $0.001 per share (the “Company Class L Common Stock” "Excluded Preferred Shares" and, together with the Excluded Common Shares, "Excluded Shares")), excluding shares of Series A Convertible Preferred Stock converted prior to consummation of the Merger, shall be converted, subject to Section 2.2(e), into the right to receive: (A) a number of Parent Common Shares (the "Preferred Share Consideration"), determined to seven decimal places, equal to the product of the number of shares of Company Class A-1 Common Stock, the Company Class A-2 Common Stock, the Company Class A-3 Common Stock and the Company Class A-4 Common Stock, the “Company Capital Stock”), into which such share of the Company, none of which will be issued and outstanding at or Series A Convertible Preferred Stock is convertible immediately prior to the Effective Time, shall automatically cease to exist without payment of any consideration therefor. The consideration described in this Section 2.1(aTime (the "Conversion Number") and payable the Exchange Ratio (the "Preferred Exchange Ratio") and (B) an amount of cash, determined to seven decimal places (the "Preferred Cash Consideration" and, together with respect to a particular share of Company Capital Stock is referred to herein as the “Preferred Share Consideration, the "Preferred Merger Consideration.” Except as provided in this Section 2.1"), at equal to the Effective Time, by virtue product of the Merger, all Conversion Number and the Common Cash Consideration. (iii) All such shares of Company Capital Common Stock and Series A Convertible Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate") previously representing any such shares shall thereafter represent only the right to receive the Common Merger Consideration or the Preferred Merger Consideration (collectively, the "Merger Consideration"), as the case may be, payable in respect of such shares of Company Capital Common Stock or Series A Convertible Preferred Stock, as the case may be, and the right, if any, to receive cash in lieu of fractional Parent Common Shares pursuant to Section 2.2(e) and any distributions or dividends pursuant to Section 2.2(c).