Common use of Conversion of Company Securities Clause in Contracts

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)) shall automatically be converted into the right to receive 0.3822 shares (the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charter.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of (i) Class A Common Stock, par value $0.0001 per share, of the Company (the “Class A Common Stock Stock”) and (ii) Class B Common Stock, par value $0.0001 per share, of the Company (the “Class B Common Stock” together with the Class A Common Stock, the “Company Stock”), issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(aDissenting Shares, as defined below)) , shall automatically be converted into and represent the right to receive 0.3822 such number of shares (of Parent Common Stock as is equal to the “Exchange Conversion Ratio”” set forth on Schedule 1.5(a) hereto such that the post-Merger capitalization structure shall be as set forth in Exhibit A. An aggregate of common stock, par value $0.001 per share (the “5,833,333 shares of Parent Common Stock”), of Parent, subject to adjustment as provided necessary due to rounding as set forth in Section 3.3 1.7, shall be issuable to the stockholders of record of the Company (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and including Dissenting Shares) outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger ConsiderationCompany Stockholders”). All The shares of Parent Common Stock into which the shares of Company Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” The Merger Shares shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock occurring or having a record date on or after the date hereof and prior to the Effective Time. (b) After the Effective Time, the Parent shall deliver certificates (which, for all purposes in this Agreement, may be in book entry form) for the Merger Shares to each Company Limited Voting Stock, when so converted, Stockholder entitled thereto who shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of have presented a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the transfer agent for the Parent Common Stock. If any Company Stock Certificate shall have been lost, stolen or destroyed, the transfer agent for the Parent Common Stock may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Limited Voting Stock shall cease Certificate to have any rights provide an appropriate affidavit with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger ConsiderationCertificate. (c) Each issued and outstanding share of common stock, as the case may bepar value $0.0001 per share, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration Acquisition Subsidiary shall be subject to converted into one validly issued, fully paid and nonassessable share of common stock of the restrictions on ownership and transfer set forth in the Parent CharterSurviving Corporation.

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 3.1(a) and, except as provided in Section 3.5, any shares of Company Common Stock the holder of which (i) has not voted in favor of approval of the Merger and adoption of the Plan of Merger, (ii) has demanded and perfected such holder’s right to dissent from the Merger and to be canceled paid the fair value of such shares in accordance with Section 3.1(aSections 302A.471 and 302A.473 of the MBCA and (iii) as of the Effective Time has not effectively withdrawn or lost such dissenter’s rights (the “Dissenting Shares”)) ), shall automatically be converted into the right to receive 0.3822 shares $23.25 in cash (such sum, the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common StockMerger Consideration”), without interest. For purposes of Parentthis Agreement, subject “Total Common Merger Consideration” shall mean the product of (x) the number of shares of Company Common Stock issued and outstanding (other than shares canceled pursuant to adjustment Section 3.1(a), the Company Restricted Shares (which are addressed in Section 3.3) and, except as provided in Section 3.3 (3.5, the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding Dissenting Shares) immediately prior to the Effective Time shall automatically and (y) the Merger Consideration. Each share of Company Common Stock to be converted into the right to receive a number the Merger Consideration as provided in the first sentence of shares this Section 3.1(b) shall, by virtue of limited voting stockthe Merger and without any action on the part of the holders thereof, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired canceled and shall cease to exist, and each holder the holders of a certificate certificates (a the “CertificateCertificates”) or book-entry share registered in the transfer books of the Company shares (a “Book-Entry ShareShares”) that which immediately prior to the Effective Time represented shares of such Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive receive, upon surrender of such Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.4) in accordance with Section 3.2, the Parent Merger Consideration or LVS Merger Consideration, as without interest thereon, for each such share of Company Common Stock held by them. Pursuant to Section 3.2(c)(ii), holders of Book-Entry Shares shall have the case may beright to receive, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary3.2, the issuance of the Parent Merger Consideration without any requirement to deliver Certificates or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Chartera letter of transmittal.

Conversion of Company Securities. Each share Subject to the limitations on payments and the timing of payments as set forth in Section 2.2, Section 2.3 and Article VIII, each Company Common Stock Share and Company Option (as defined below) validly issued and outstanding immediately prior to before the Effective Time (other than shares Appraisal Shares, as defined in Section 2.1.6, and those Company Shares referred to be canceled in accordance with Section 3.1(a2.1.2), will, without any action on the part of the holder thereof (except as set forth in this Section 2.1.3) shall automatically be converted into, or with respect to Company Options, cancelled in exchange for, their respective conversion payment (“Conversion Payment”), which will be calculated as follows: (a) Each share of Company common stock, no par value (the “Company Common Shares”), issued and outstanding immediately before the Effective Time will convert into the right to receive 0.3822 shares (i) an amount in cash equal to the Per Share Cash Consideration (as defined below), (ii) the Per Share Stock Consideration (as defined below), and (iii) the Per Share Contingent Consideration (as defined below). (b) Each Company Option (as defined below) that is validly issued and unexpired, unexercised, and outstanding immediately before the Closing will be exercised immediately before Closing, with the consent of the holder thereof, (such person, the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common StockOption Holder”), for Company Shares; provided that the right of Parentthe Option Holder to receive the Per Share Cash Consideration (as defined below) shall be subject first to deduction for (i) the respective aggregate exercise price of the Company Option(s) being exercised, subject (ii) any previous loans or advances to adjustment as provided such Option Holder related to the previous acquisition of Company Shares by the exercise of options which occurred in Section 3.3 April 2008, and (iii) the amount of any applicable payroll, income tax or other withholding taxes being paid on behalf of the Option Holder arising from the exercise of a Company Option (collectively, the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting StockOption Advances”), which shall be treated as a partial payment of Parent equal to the Exchange Ratio (Per Share Cash Consideration due the “LVS Merger Consideration”)former Option Holder. All shares of At the Effective Time, all Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically Shares will be cancelled and retired and shall will cease to exist, exist and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the previously representing any Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than Shares will represent only the right to receive the Parent Merger Consideration or LVS Merger Considerationapplicable Conversion Payment as provided by this Section 2.1.3. The amount that the holders of Company Shares are entitled to receive at Closing under this Section 2.1.3 will be reduced by their pro rata share of (i) the Escrow Amount (as defined in Section 2.2.1), (ii) the Employee Retention Pool Amount (as defined in Section 2.2.2), and (iii) in the case may beof the Option Holders, the amount of Option Advances. The numbers used below and in accordance with Section 3.4the pro forma calculations in the attached Schedule 2.1, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein each rounded to the contrary, the issuance nearest dollar are for purposes of illustration of the Parent Merger Per Share Cash Consideration or the LVS Merger Consideration shall only and will be subject to the restrictions on ownership adjusted and transfer set forth in the final Schedule 2.1, which will be determined in accordance with the following procedures, adjustments, and definitions and when approved in writing by Parent Charter.and Company before Closing will be the final and determinative interpretation of the following, each term used as defined below: (i) Base Cash Amount $[•] (ii) Plus: Option Consideration $[•] (iii) Less: Working Capital Deficit, or plus Working Capital Credit (defined in Section 2.3(a)) $[•] (iv) Less: Expenses $[•] (v) Subtotal: Gross Distributable Cash Amount (defined below) $[•] (vi) Divided by: Participating Common Share Equivalents (PCSEs) (vii) Per Share Cash Consideration $[•] The following definitions will be used in making the above calculation and for purposes of this Article II:

Conversion of Company Securities. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)excluding any Canceled Shares) shall automatically be converted into the right to receive 0.3822 (A) an amount in cash, without interest, equal to (I) the Aggregate Cash Consideration (as may be adjusted pursuant to Section 2.1(a)(iv)(2)) divided by (II) the number of shares of Company Common Stock issued and outstanding as of the Determination Date (excluding any Canceled Shares) (such amount in cash, the “Exchange RatioCash Consideration”) and (B) a number of validly issued, fully paid and non-assessable shares of common stockstock of Parent, par value $0.001 0.01 per share (the “Parent Common Stock”), equal to the Exchange Ratio (as the same may be adjusted pursuant to Section 2.1(a)(iv) (and, if applicable, cash in lieu of Parentfractional shares of Parent Common Stock payable in accordance with Section 2.1(a)(v), subject to adjustment as provided and such shares of Parent Common Stock and any such cash in Section 3.3 lieu of fractional shares, the “Share Consideration”) (the Cash Consideration and the Share Consideration, collectively, the “Parent Merger Consideration”). Each As of the Effective Time, each share of Company Limited Voting Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, Consideration as provided in this Section 2.1(a)(ii) shall no longer be outstanding and shall be automatically be cancelled and retired canceled and shall cease to exist, and each holder the holders of a certificate certificates (a the “CertificateCertificates”) or book-entry share registered in the transfer books of the Company shares (a “Book-Entry ShareShares”) that which immediately prior to the Effective Time represented shares of such Company Common Stock or Company Limited Voting Stock Stock, shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration receive, upon surrender of such Certificates or LVS Merger Consideration, as the case may be, Book-Entry Shares in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary2.2, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent CharterConsideration.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock Stock”) and of each series of preferred stock, par value $0.01 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(aany Company Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares (as defined below)) ), shall automatically be converted into and represent the right to receive 0.3822 (subject to the provisions of Section 1.6) 2.975 shares of Parent Common Stock (the “Exchange Conversion Ratio”). The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each stockholder of record of the Company immediately prior to the Effective Time (each, a “Company Stockholder”) entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent may, in its discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of common stock, par value $0.001 per share (the “Parent Common Stock”)share, of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time Acquisition Subsidiary shall automatically be converted into the right to receive a number one validly issued, fully paid and nonassessable share of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books common stock of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent CharterSurviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares to be canceled in accordance with Section 3.1(aof Company Stock held by Unaccredited Investors (each as defined below)) ), shall automatically be converted into and represent the right to receive 0.3822 (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Exchange Applicable Conversion Ratio”) ). An aggregate of common stock, par value $0.001 per share (the “6,499,268 shares of Parent Common Stock”Stock (including Dissenting Shares), of Parent, subject to adjustment as provided necessary due to rounding as set forth in Section 3.3 (1.7, shall be issuable to the “Parent Merger Consideration”). Each share stockholders of record of the Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall automatically be referred to herein as the “Merger Shares.” (b) The Parent shall deliver certificates for the Merger Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent’s transfer agent. If any Company Stock Certificate shall have been lost, stolen or destroyed, the Parent’s transfer agent may, in its sole discretion and as a condition to the issuance of any certificates representing Merger Shares, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit with respect to such Company Stock Certificate. (c) Each issued and outstanding share of Company Stock held by Unaccredited Investors (other than Dissenting Shares) shall be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent cash payment equal to $5.00 multiplied by the Exchange Applicable Conversation Ratio (the “LVS Cash Merger Consideration”). All shares of “Unaccredited Investor” shall mean a Company Common Stock Stockholder who does not complete and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease deliver to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately and Parent prior to the Effective Time represented shares of Closing Date an investor questionnaire reasonably acceptable to the Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to certifying that such Company Common Stock or Company Limited Voting Stock other than Stockholder is an “accredited investor” as such term is defined in Rule 501(a) under the right to receive the Parent Merger Consideration or LVS Merger ConsiderationSecurities Act of 1933, as amended (“Securities Act”); provided that the case Company and Parent may be, in accordance with Section 3.4, including the right, mutually determine any Company Stockholder is an “accredited investor” without having received such an investor questionnaire if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which they reasonably believe that such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent CharterStockholder qualifies as an “accredited investor”.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock Stock”) and of each series of preferred stock, par value $0.001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(aany Company Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares (as defined below)) ), shall automatically be converted into and represent the right to receive 0.3822 (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Exchange Applicable Conversion Ratio”) ). An aggregate of common stock, par value $0.001 per share (the “22,700,649 shares of Parent Common Stock”Stock (including Indemnification Escrow Shares (as defined below) and Dissenting Shares), of Parent, subject to adjustment as provided necessary due to rounding as set forth in Section 3.3 (1.5(b), shall be issuable to the “Parent Merger Consideration”). Each share stockholders of record of the Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting StockCompany Stockholders”), ) in connection with the Merger. The shares of Parent equal to Common Stock into which the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) Notwithstanding the foregoing, as of the Closing Date, the Company Stockholders shall be entitled to receive immediately only 98% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a) (the “Initial Shares”), pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing; and the remaining 2% of the shares of Parent Common Stock into which their shares of Company Limited Voting StockStock were converted pursuant to Section 1.5(a), when so convertedrounded up or down to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Indemnification Escrow Shares”), shall no longer be outstanding deposited in escrow pursuant to the Indemnification Escrow Agreement and shall automatically be cancelled held and retired and released in accordance with the terms of the Indemnification Escrow Agreement. (c) The Parent shall cease deliver certificates for the Initial Shares to exist, and each holder of Company Stockholder entitled thereto who shall have presented a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent be converted into Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted Shares pursuant to this Section 3.1(b), together with 1.5 (the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein “Company Stock Certificates”) to the contraryParent or the Surviving Corporation or the Parent’s transfer agent. (d) Each issued and outstanding share of common stock, the issuance par value $.001 per share, of the Parent Merger Consideration or the LVS Merger Consideration Acquisition Subsidiary shall be subject to converted into one validly issued, fully paid and nonassessable share of common stock of the restrictions on ownership and transfer set forth in the Parent CharterSurviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, Liberty Media, the Company or the holders of any of their securities: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than such shares to be canceled in accordance with Section 3.1(a2.3(a)(iii) and subject to Sections 2.4(f) and 2.4(j)) shall automatically be converted into and represent the right to receive 0.3822 shares receive, and shall be exchangeable for (the “Exchange Ratio”i) 0.104 of common stock, par value $0.001 per a share (the “Parent Common Stock”), "Stock Exchange Ratio") of Parent, subject to adjustment as provided in Section 3.3 Class A Liberty Media Group Stock (the “Parent Merger "Stock Consideration”") and (ii) $2.75 in cash (the "Cash Consideration"). (ii) All shares of Class A Liberty Media Group Stock issued pursuant to this Section 2.3(a) will be validly issued, fully paid and non-assessable. Each share All shares of Company Limited Voting Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease retired, and, subject to existSection 2.4(j), and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented representing any such shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than thereto, except the right to receive the Parent Merger Consideration pursuant to this Section 2.3(a), including any cash in lieu of a fractional share payable pursuant to Section 2.4(f) (and any dividends or LVS Merger Considerationother distributions payable pursuant to Section 2.4(g)), as with respect thereto upon the case may be, surrender of such certificate in accordance with Section 3.42.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares without interest. (iii) Each share of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein that immediately prior to the contrary, Effective Time is held by the issuance of the Parent Merger Consideration or the LVS Merger Consideration Company as a treasury share shall be subject to canceled and retired without payment of any consideration therefor and without any conversion thereof into the restrictions on ownership and transfer set forth in the Parent CharterMerger Consideration.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of shares of Company Common Stock: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)) shall automatically be converted into the right to receive 0.3822 shares (the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All any shares of Company Common Stock to be canceled pursuant to Section 2.3(a)(ii), other than any shares of Company Common Stock which remain outstanding pursuant to Section 2.3(a)(iii), if any, and other than Dissenting Shares, if any) will be converted into and represent the right to receive, and will be exchangeable for, a fraction of a validly issued, fully paid and nonassessable share of Parent Series A Stock equal to the Exchange Ratio. At the Effective Time, all such shares of Company Limited Voting Stock, when so converted, shall Common Stock will no longer be outstanding and shall will automatically be cancelled canceled and retired and shall will cease to exist, and each holder of a certificate representing any such shares will cease to have any rights with respect thereto, except the right to receive the shares of Parent Series A Stock to be issued pursuant to this Section 2.3(a)(i) (and any dividends or other distributions and any cash in lieu of a “Certificate”fractional share payable pursuant to Sections 2.4(f) or book-entry and 2.4(g)) with respect thereto upon the surrender of such certificate in accordance with Section 2.4, without interest. (ii) Each share registered in the transfer books of Company Common Stock (not including any common stock of the Company (a “Book-Entry Share”Surviving Corporation that is issued under Section 2.3(b)) that immediately prior to the Effective Time represented is (x) owned of record by Parent, Merger Sub or any Wholly-Owned Subsidiary of Parent or (y) held in the treasury of the Company or held by any Wholly-Owned Subsidiary of the Company will automatically be canceled, retired and cease to exist without payment of any consideration thereof and without any conversion thereof into Parent Series A Stock. (iii) Each share of Company Common Stock that immediately prior to the Effective Time is owned of record by LSAT or any Wholly-Owned Subsidiary of LSAT, if any, will by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of common stock of the Surviving Corporation. (iv) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of preferred stock of the Surviving Corporation that will have the powers, designations, preferences and relative, participating, optional or other rights, if any, and the qualifications limitations and restrictions thereof, as are set forth in the certificate of designations for such Company Preferred Stock immediately prior to the Effective Time, except (x) for the revision and amendment to the Company Series A Preferred Stock and the Company Series D Preferred Stock contemplated by Section 2.1(c), (y) for any shares of Company Preferred Stock that constitute Dissenting Shares, which shall be issued and outstanding only for the purposes described in Section 2.7, and (z) that from and after the Effective Time, each share of the Company Series A Preferred Stock, other than Dissenting Shares, by virtue of the Merger, and without any further action on the part of any holder thereof, will not be convertible for shares of Company Common Stock or as provided in the Certificate of Designations for the Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger ConsiderationSeries A Preferred Stock, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu but will be convertible into that number of fractional shares of Parent Common Series A Stock into which such determined by multiplying the number of shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with issuable upon exchange of such share of Series A Preferred Stock at the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein Effective Time by the Exchange Ratio (rounded up to the contrarynearest whole number of shares, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charterwith no cash being payable for such fractional share).

Conversion of Company Securities. Each (a) Subject to Sections 2.3, each (a) ordinary share of Company, US$0.001 par value per share (“Company Common Stock Ordinary Share”), (b) Series A convertible redeemable participating preferred share of Company, US$0.001 par value per share (“Company Series A Share”), (c) Series A1 convertible redeemable participating preferred share of Company, US$0.001 par value per share (“Company Series A1 Share”), (d) Series A2 convertible redeemable participating preferred share of Company, US$0.001 par value per share (“Company Series A2 Share”, and together with Company Series A Shares and Company Series A1 Shares, the “Company Series A Preferred Shares”), (e) Series B convertible redeemable participating preferred share of Company, US$0.001 par value per share (“Company Series B Preferred Share”) ((b) through (e) collectively, the “Company Preferred Shares”), and (f) Company Option (as defined in Section 3.1.2), issued and outstanding immediately prior to before the Effective Time (other than shares to be canceled Appraisal Shares (as defined in accordance with Section 3.1(a2.2.4)) shall automatically ), will be converted into into, or with respect to Company Options, cancelled in exchange for, the right to receive 0.3822 shares the applicable conversion payment (the “Exchange RatioConversion Payment”) set forth in Schedule 2.2.2, which Schedule 2.2.2 shall be delivered by Company to Parent before Closing and sets forth, by Company Securityholder, the number of common stock, par value $0.001 per share (such securities held by each Company Securityholder and the “Parent Common Stock”), portion of Parent, subject to adjustment as provided in Section 3.3 (Merger Consideration comprising each such Company Securityholder’s Conversion Payment. The sum of the “Parent Conversion Payments shall not exceed the Merger Consideration”). Each . (b) Save for one ordinary share of Company Limited Voting Stock to be issued and outstanding immediately prior to Parent at the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stockTime, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of all Company Common Stock and Company Limited Voting Stock, when so converted, Securities shall no longer be outstanding and shall automatically outstanding, will be cancelled and retired and shall cancelled, will cease to exist, exist and each holder of a the Register shall be updated accordingly. Any share certificate or other instrument (a “Certificate”) or book-entry share registered of Company Securities in the transfer books of the Company (a “Book-Entry Share”) that issue immediately prior to before the Effective Time represented shares of previously representing any Company Common Stock or Company Limited Voting Stock Security shall be cancelled and cease to have confer any rights with respect to such Company Common Stock or Company Limited Voting Stock other than Securities except the right to receive the Parent Merger Consideration or LVS Merger Considerationapplicable Conversion Payment, if any, as provided by this Section 2.2.2, and at the case may be, request of Surviving Company surrendered in accordance with Section 3.4, including 2.2.3(d) hereof. The amount that the right, if any, Company Securityholders are entitled to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to receive at Closing under this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance 2.2.2 will be reduced by their pro rata portion of the Parent Merger Consideration or Escrow Amount (as defined in Section 2.3) based upon the LVS Merger Consideration shall total Conversion Payments to be subject received by such Company Securityholders with respect to the restrictions on ownership and transfer set forth in the Parent Chartersuch securities under this Section 2.2.2.

Conversion of Company Securities. By virtue of the Merger and without any action on the part of any holder thereof: (i) Each share of common stock, par value $.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (Time, other than shares cancelled pursuant to Section 3.1(a) of this Agreement, and shares as to which appraisal rights have been exercised pursuant to Section 3.1(e) below, shall cease to be canceled in accordance with Section 3.1(a)) outstanding and shall automatically cease to exist and shall be converted automatically, subject to Sections 3.1(d) and 3.3(d) below, into the right to receive 0.3822 shares .068 (the “"Common Exchange Ratio”") fully paid and nonassessable shares of common stock, no par value $0.001 per share share, of Parent (the “"Parent Common Stock”), ") (such fraction of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each a share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have together with any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 3.3(d), collectively are referred to as the "Common Merger Consideration"). (ii) Each share of class A convertible preferred stock, par value $.01 per share, of the Company (the "Company Preferred Stock") issued and outstanding immediately prior to the Effective Time, other than shares cancelled pursuant to Section 3.1(a) of this Agreement, shall cease to be outstanding and shall be retired and cease to exist and be converted automatically, subject to Section 3.1(d) and 3.3(d) below, into which such the right to receive: (A) cash in the amount of $.9333 per share; (B) .127 (the "Preferred Exchange Ratio") fully paid and nonassessable shares of Parent Common Stock; and (C) a warrant to purchase .28 shares of Parent Common Stock pursuant to a warrant substantially in the form of Exhibit C attached hereto (each a "Warrant" and collectively the "Warrants") (the "Preferred Merger Consideration" and, together with the Common Merger Consideration and the Additional Preferred Merger Consideration, the "Merger Consideration"). (iii) At the Effective Time, each Certificate theretofore representing shares of Company Common Stock (except as provided in Section 3.1(e) with respect to shares of Company Common Stock as to which appraisal rights have been converted pursuant exercised) or shares of Company Preferred Stock, as the case may be shall, without any action on the part of the Company, Parent or the holder thereof, represent, and shall be deemed to this Section 3.1(b), together with represent from and after the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contraryEffective Time, the issuance right to receive the applicable Merger Consideration as determined in accordance with Sections 3.1(b)(i) and 3.1(b)(ii) above and shall cease to represent any rights in any shares of capital stock of the Parent Merger Consideration Company or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent CharterSurviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder thereof: (a) Each share of common stock, par value $0.0001 per share, of the Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time Time, including shares of the Company Common Stock issued upon conversion of all outstanding convertible notes (other than shares to Dissenting Shares as defined in Section 1.6 below, if any) shall be canceled in accordance with Section 3.1(a)) and retired and shall automatically by virtue of the Merger be converted automatically into the right to receive 0.3822 (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the 2.6713625 (the “Exchange Conversion Ratio”). An aggregate of 28,550,000 shares of Parent Common Stock (the “Merger Shares”), subject to adjustment as necessary due to rounding as set forth below (including Dissenting Shares), shall be issuable to the stockholders of record of the Company Common Stock immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The Merger Shares may be represented by one or more certificates or may be uncertificated, at the election of the Company or the Company Stockholder. No fractional shares will be issued as the result of the Merger, and in lieu of the fractional shares, if applicable, each holder entitled to receive fractional shares will have a reasonable opportunity, to sell such fractional interest or to purchase such additional fractional interests as may be necessary to acquire a full share, in accordance with Section 607.0604 of the Florida Business Corporation Act (the “Florida Statutes”). (b) At the Effective Time, the Company Stockholders shall cease to have any rights with respect thereto, except the right to receive the Merger Shares in accordance with the terms herein. Upon the Effective Time, the Company Stockholders shall deliver and surrender to Parent the certificates representing the shares of the Company Common Stock, to be entitled to receive the Merger Shares in exchange therefor, and after the Effective Time, the Parent shall cause its transfer agent to deliver the Merger Shares to each Company Stockholder who previously delivered and surrendered certificates representing shares of the Company Common Stock. (c) Each issued and outstanding share of common stock, par value $0.001 per share (the “Parent Common Stock”)share, of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time Acquisition Subsidiary shall automatically be converted into the right to receive a number one validly issued, fully paid and nonassessable share of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books common stock of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent CharterSurviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of TCI, Merger Sub, the Company or the holders of shares of Company Common Stock: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)) shall automatically be converted into the right to receive 0.3822 shares (the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All any shares of Company Common Stock to be canceled pursuant to Section 2.3(a)(ii)) shall be converted into and represent the right to receive, and shall be exchangeable for, .58 (the "Exchange Ratio") of a validly issued, fully paid and nonassessable share of LMG Series A Stock; provided, however, that if the product of .58 and the LMG Market Price on the Closing Date shall be less than $22.00 and TCI shall not theretofore have terminated this Agreement in accordance with Section 8.1(iii)(A), then the Exchange Ratio shall be increased to equal the quotient (rounded upwards, if necessary, to the nearest one one-thousandth) obtained by dividing $22.00 by such LMG Market Price. At the Effective Time, all such shares of Company Limited Voting Stock, when so converted, Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented representing any such shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than thereto, except the right to receive the Parent Merger Consideration shares of LMG Series A Stock to be issued pursuant to this Section 2.3(a)(i) (and any dividends or LVS Merger Consideration, as other distributions and any cash in lieu of a fractional share payable pursuant to Sections 2.4(f) and 2.4(g)) with respect thereto upon the case may be, surrender of such certificate in accordance with Section 3.42.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares without interest. (ii) Each share of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein that immediately prior to the contrary, Effective Time is (i) owned of record by TCI or any subsidiary of TCI or (ii) held in the issuance treasury of the Parent Merger Consideration Company or held by any Wholly-Owned Subsidiary of the LVS Merger Consideration Company shall automatically be subject canceled, retired and cease to the restrictions on ownership exist without payment of any consideration thereof and transfer set forth in the Parent Charterwithout any conversion thereof into LMG Series A Stock.

Conversion of Company Securities. At the Effective Time, by virtue -------------------------------- of the Merger and without any action on the part of Parent, Merger Sub, Liberty Media, the Company or the holders of any of their securities: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than such shares to be canceled in accordance with Section 3.1(a2.3(a)(iii) and subject to Sections 2.4(f) and 2.4(j)) shall automatically be converted into and represent the right to receive 0.3822 shares receive, and shall be exchangeable for (the “Exchange Ratio”i) 0.16129 of common stock, par value $0.001 per a share (the “Parent Common Stock”), "Class A Liberty Media Group Stock Exchange Ratio") of Parent, subject to adjustment as provided in Section 3.3 Class A Liberty Media Group Stock (the “Parent Merger "Stock Consideration”") and (ii) $6.25 in cash (the "Cash Consideration"). (ii) All shares of Class A Liberty Media Group Stock issued pursuant to this Section 2.3(a) will be validly issued, fully paid and non-assessable. Each share All shares of Company Limited Voting Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease retired, and, subject to existSection 2.4(j), and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented representing any such shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than thereto, except the right to receive the Parent Merger Consideration pursuant to this Section 2.3(a), including any cash in lieu of a fractional share payable pursuant to Section 2.4(f) (and any dividends or LVS Merger Considerationother distributions payable pursuant to Section 2.4(g)), as with respect thereto upon the case may be, surrender of such certificate in accordance with Section 3.42.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares without interest. (iii) Each share of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein that immediately prior to the contrary, Effective Time is held by the issuance of the Parent Merger Consideration or the LVS Merger Consideration Company as a treasury share shall be subject to canceled and retired without payment of any consideration thereof and without any conversion thereof into the restrictions on ownership and transfer set forth in the Parent CharterMerger Consideration.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Buyer, the Stockholders, the Warrant Holders or the Option Holders: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)) shall automatically be converted into the right to receive 0.3822 shares (the “Exchange Ratio”) common stock of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation; (b) Each Share that is owned by (i) the Company as treasury stock, (ii) Buyer, (iii) Merger Sub, (iv) any other wholly-owned Subsidiary of Buyer or (v) any wholly-owned Subsidiary of the Company shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; (c) Except as otherwise provided in clause (b) above and subject to Section 2.4, each share of Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive $26.50 in cash, payable to the holder thereof, without interest (the “Common Stock Consideration”); (d) Except as otherwise provided in clause (b) above and subject to Section 2.4, each share of Series F Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent sum in cash equal to the Exchange Ratio Liquidation Preference (as defined in the “LVS Merger Consideration”)Company’s amended and restated certificate of incorporation, as amended through the date of this Agreement) plus any accrued and unpaid dividends, if any, through the Effective Time, payable to the holder thereof, without interest; (e) Each Warrant issued and outstanding immediately prior to the Effective Time shall become exercisable (by way of a cashless exercise) into the right to receive a sum in cash equal to the Warrant Cancellation Payment, without interest. All shares Upon surrender of Company Common Stock and Company Limited Voting Stocksuch Warrants in accordance with this Agreement, when so converted, such Warrants shall no longer be outstanding and shall automatically be cancelled and retired shall cease to exist, and each former Warrant Holder shall cease to have any rights with respect thereto, other than the right to receive the consideration set forth herein. The Company shall use its commercially reasonable efforts to take all actions necessary to effectuate the foregoing. Any payments made pursuant to this Section 2.1(e) shall be net of all applicable withholding and excise taxes; (f) Each Option issued and outstanding immediately prior to the Effective Time, whether or not then exercisable, shall fully vest and become exercisable (by way of a cashless exercise) into the right to receive a sum in cash equal to the Option Cancellation Payment, without interest. Upon surrender of such Options in accordance with this Agreement, such Options shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock former Option Holder shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock thereto, other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer consideration set forth in herein. The Company shall use its commercially reasonable efforts to take all actions necessary to effectuate the Parent Charter.foregoing. Any

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, $0.01 par value per share, of the Company Common Stock (“Company Shares”) issued and outstanding outstanding, on a fully-diluted basis, immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(aCompany Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares (as defined below)) shall automatically be converted into and represent the right to receive 0.3822 (subject to the provisions of Section 1.6) such number of shares of common stock, par value $0.0001 per share, of the Parent (“Parent Common Stock”) as is equal to the Common Conversion Ratio (as defined below). An aggregate of 18,000,000 shares of Parent Common Stock, on a fully-diluted basis, shall be issued to the security holders of the Company in connection with the Merger. (b) The “Common Conversion Ratio” shall be obtained by dividing (i) 18,000,000 shares of Parent Common Stock by (ii) the total number of outstanding Company Shares immediately prior to the Effective Time on a fully diluted basis after giving effect to the exercise of all outstanding common stock purchase warrants (“Warrants”), the exercise of all outstanding options to purchase Company Shares (“Options”) and the conversion or exercise of all other rights to acquire Company Shares. The parties agree that the Common Conversion Ratio shall be 9,000 shares of Parent Common Stock for every one Company Share. The Company Stockholders shall be entitled to receive immediately 95% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (the “Exchange RatioInitial Shares”) pro rata in accordance with their respective holdings of Company Shares immediately prior to the Closing; the remaining 5% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement and, if and as released from escrow, will be distributed to the Company Stockholders pro rata according to their holdings of the Initial Shares as of the Closing. The Initial Shares and the Escrow Shares shall together be referred to herein as the “Merger Shares.” (c) Each issued and outstanding share of common stock, par value $0.001 per share (the “Parent Common Stock”)share, of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time Acquisition Subsidiary shall automatically be converted into the right to receive a number one validly issued, fully paid and nonassessable share of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books common stock of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent CharterSurviving Corporation.

Conversion of Company Securities. Each share of Subject to Section 2.2 and Article VIII, each Company Common Stock Share issued and outstanding immediately prior to the Effective Time (other than shares Dissenting Shares, as defined in Section 2.1.4, and those Company Shares referred to in Section 2.1.2), shall, without any action on the part of the holder thereof (except as set forth in this Section 2.1.3), be canceled in accordance with Section 3.1(aconverted into their respective conversion payment (“Conversion Payment”), which shall be calculated as follows: (a) Each share of Company Series 1A Preferred Stock, $0.01 par value (the “Series 1A Preferred Stock”), issued and outstanding immediately prior to the Effective Time, shall automatically be converted into the right to receive 0.3822 shares an amount (the “Exchange RatioSeries 1A Liquidation Amount”) equal to $9.56 per share, as provided for in Section 2(a) of common stockCompany’s certificate of incorporation. (b) Each share of Company Series 2 Preferred Stock, $0.01 par value $0.001 per share (the “Parent Common Series 2 Preferred Stock”), of Parentissued and outstanding immediately prior to the Effective Time, subject shall be converted into the right to adjustment as provided in Section 3.3 receive an amount (the “Parent Merger ConsiderationSeries 2 Liquidation Amount”). ) equal to $0.92304 per share, as provided for in Section 2(a) of Company’s certificate of incorporation. (c) Each share of Company Limited Voting Stock common stock, $0.01 par value (the “Company Common Shares”), issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent an amount equal to the Exchange Ratio CSE Amount. (d) At the “LVS Merger Consideration”). All shares of Effective Time all such Company Common Stock and Company Limited Voting Stock, when so converted, Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered previously representing any Company Shares shall represent only the right to receive the applicable Conversion Payment as provided by this Section 2.1.3. Notwithstanding anything to the contrary in this Section 2.1.3, the transfer books amount to which any holders of Company Shares are entitled pursuant to Section 2.1.3 shall be subject to reduction as a result of the Company holdback of funds pursuant to, and the other terms and conditions of, Section 2.2, Article VIII, Section 10.14 hereof, and the Escrow Agreement. (a “Book-Entry Share”e) that Effective immediately prior to the Effective Time represented shares and contingent upon consummation of the Merger, all outstanding options to purchase Company Common Shares (the “Company Options”) issued under the Company’s 1998 Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charter.Incentive Compensation Plan (the

Conversion of Company Securities. Each (a) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Buyer, the Stockholders or the Option Holders, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)) shall automatically be converted into the right to receive 0.3822 shares (the “Exchange Ratio”) common stock of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Buyer, the Stockholders or the Option Holders, each share of capital stock of the Company that is owned immediately prior to the Effective Time by (i) the Company as treasury stock, (ii) Buyer, (iii) Merger Sub, (iv) any other wholly-owned Subsidiary of Buyer or (v) any wholly-owned Subsidiary of the Company shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto. (c) Except as otherwise provided in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Buyer, the Stockholders or the Option Holders, each Share outstanding immediately prior to the Effective Time shall be converted into the right to receive from Buyer and the Surviving Corporation a sum in cash equal to the Per Share Merger Consideration, as finally determined after taking into account any adjustment made pursuant to Section 2.3, without any interest thereon, at the time and in the manner set forth in this Agreement; provided, that Buyer shall have the right to defer the payment of a portion of the Per Share Merger Consideration into which such Share is converted pursuant to this Section 2.1(c) (such amount, the “Per Share Deferred Amount”), provided that the Per Share Deferred Amount shall be payable on or before the Deferred Payment Date in accordance with the terms of this Agreement and subject to the provisions of Section 2.8. The right of any holder of any Share to receive the Per Share Merger Consideration into which his, her or its Shares are converted pursuant to this Section shall be subject to and reduced by the amount of any withholding that is required under applicable tax Laws. (d) Except as otherwise provided in Section 2.1(b) and subject to Section 2.7, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Buyer, the Stockholders or the Option Holders, each share of Series A Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive a number sum in cash equal to the Series A Preferred Stock Redemption Payment (other than Series A Preferred Stock held by dissenting stockholders exercising rights of appraisal under Section 262 of the DGCL), without any interest thereon, at the time and in the manner set forth in this Agreement. The right of any holder of any share of Series A Preferred Stock to receive the Series A Preferred Stock Redemption Payment into which his, her or its shares of limited voting stockSeries A Preferred Stock are converted pursuant to this Section 2.1 (d) shall be subject to and reduced by the amount of any withholding that is required under applicable tax Laws. (e) At the Effective Time, par value $0.001 per by virtue of the Merger and without any action on the part of the Company, each share of Restricted Stock shall be canceled. Each holder of Restricted Stock that has vested as of the Effective Time shall be treated hereunder as a holder of Common Stock issued and outstanding as of immediately prior to the Effective Time. Restricted Stock that is not vested as of the Effective Time, or that does not vest at the Effective Time in accordance with the applicable subscription agreement, shall be forfeited and cancelled at the Effective Time without the payment of any consideration therefor. (f) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, each Option issued and outstanding immediately prior to the Effective Time, whether or not then exercisable, shall fully vest. Subject to Section 2.8, at the Effective Time, by virtue of the Merger and without any action on the part of the Company, each Option Holder shall become entitled to receive from Buyer and the Surviving Corporation a sum in cash in respect of each of such Option Holder’s Options equal to the Option Cancellation Payment applicable to such Options, as finally determined after taking into account any adjustments made pursuant to Section 2.3, without any interest thereon, at the time and in the manner set forth in this Agreement; provided, that Buyer shall have the right to defer the payment of a portion of the Option Cancellation Payment due to each Option Holder who has signed an Option Acknowledgement prior to the Closing (such amount, the “Parent Limited Voting StockPer Option Deferred Amount”) provided such Per Option Deferred Amount shall be payable on or before the Deferred Payment Date in accordance with the terms of this Agreement and subject to the provisions of Section 2.8. Any payments made pursuant to this Section 2.1(f) shall be net of all applicable withholding and excise taxes. As of the Effective Time, each stock option agreement entered into by the Company shall terminate and all rights under any provision of any other plan, program or arrangement of the Company or any Subsidiary of the Company providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary of the Company shall be cancelled. (g) The Company shall prepare and deliver on or prior to the Closing Date an acknowledgment to be signed by each Option Holder, substantially in the form of Exhibit A (each an “Option Acknowledgment”), which (i) acknowledges that each of Parent equal such Option Holder’s outstanding Options will be cancelled and surrendered at the Effective Time in exchange for the right to receive, in respect of each Option, the Option Cancellation Payment as finally determined after taking into account any adjustments made pursuant to Section 2.3 and (ii) confirms the appointment of Stockholders’ Representative as his, her or its agent, pursuant to the Exchange Ratio terms of Section 9.1. (h) After the “LVS Merger Consideration”). All shares Effective Time all capital stock of Company Common Stock the Company, and Company Limited Voting Stock, when so convertedany options relating thereto, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to existretired, or converted in accordance with this Section 2.1, as the case may be, and each holder of a certificate (a “Certificate”) representing any such shares or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock options shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock thereto, other than the right to receive the Parent consideration provided herein. The Company shall use its commercially reasonable efforts to take all actions necessary to effectuate the foregoing. (i) The Deferred Payment Amount shall be deducted at Closing from (i) the Option Cancellation Payments payable to Option Holders who have signed an Option Acknowledgement and (ii) the Per Share Merger Consideration or LVS (other than the Per Share Merger ConsiderationConsideration payable to those dissenting stockholders exercising rights of appraisal under Section 262 of the DGCL who do not receive a cash payment in the Merger pursuant to this Article II), as the case may be, each in accordance with the Capital Structure Certificate. (j) In calculating the consideration payable under this Section 3.42.1, including Buyer shall be entitled to rely on the rightrepresentations and warranties contained in this Agreement and the Capital Structure Certificate. If such representations and warranties and certificate are not correct, if any, Buyer shall have the right (in addition to receive, any other rights and remedies that it may have pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant Article VIII) to this Section 3.1(b), together with adjust the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Per Share Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charteraccordingly.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of the Company’s common stock, par value $0.001 per share (the “Company Common Stock Stock” or “Company Stock”), issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(aany Company Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares (as defined below)) ), shall automatically be converted into and represent the right to receive 0.3822 (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Exchange Applicable Conversion Ratio”). An aggregate of 24,000,000 shares of Parent Common Stock (including CCI Indemnification Escrow Shares (as defined below) and Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.5(b), shall be issuable to the stockholders of record of the Company immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) Notwithstanding the foregoing, as of the Closing Date, K▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be entitled to receive immediately such number of shares of Parent Common Stock into which his shares of Company Common Stock were converted pursuant to Section 1.5(a) (the “Initial Shares”) minus 500,000 shares of Parent Common Stock, and such 500,000 of the shares of Parent Common Stock which M▇. ▇▇▇▇▇▇▇ would be entitled to receive as a result of the conversion pursuant to Section 1.5(a) (the “CCI Indemnification Escrow Shares”), shall be deposited in escrow pursuant to the CCI Indemnification Escrow Agreement and shall be held and released in accordance with the terms of the CCI Indemnification Escrow Agreement. (c) The Parent shall deliver certificates for the Initial Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent. (d) Each issued and outstanding share of common stock, par value $0.001 per share (the “Parent Common Stock”)share, of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time Acquisition Subsidiary shall automatically be converted into the right to receive a number one validly issued, fully paid and nonassessable share of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books common stock of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent CharterSurviving Corporation.

Conversion of Company Securities. Each (i) At and as of the Effective Time, by virtue of the Merger and without any action on the part of the Parties, the Company’s Board of Directors or the holder of any shares of Company Common Stock (collectively, the “Stockholders”), except as otherwise provided in Section 1.12: (A) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares), other than shares to be canceled in accordance with Section 3.1(a)) held by Cashed-Out Holders, shall automatically be converted into the right to receive 0.3822 shares receive: (i) at the “Exchange Ratio”Effective Time, that number of Buyer Shares in an amount equal to the Effective Time Consideration Per Outstanding Company Share divided by the Closing Share Price and (ii) of common stock, par value $0.001 per share (at such time and only to the “Parent Common Stock”), of Parent, extent it becomes distributable pursuant and subject to adjustment as provided in the provisions of Section 3.3 1.8, an amount equal to the Working Capital Share Amount; and (the “Parent Merger Consideration”). Each B) each share of Company Limited Voting Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) that is held by a Cashed-Out Holder shall automatically be converted into the right to receive a number of shares of limited voting stockreceive: (i) at the Effective Time, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent an amount in cash equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares Consideration Per Outstanding Company Share and (ii) at such time and only to the extent it becomes distributable pursuant and subject to the provisions of Company Common Stock or Company Limited Voting Stock shall cease Section 1.8, an amount in cash equal to have any rights with respect the Working Capital Share Amount. The consideration provided for in this Section 1.7(b)(i) may be referred to such Company Common Stock or Company Limited Voting Stock other than in this Agreement as the right to receive the Parent Merger Consideration or LVS “Merger Consideration.” (ii) Buyer shall deposit into an escrow account with the Escrow Agent pursuant to the provisions of an escrow agreement with the Escrow Agent dated as of the Effective Time, substantially in the form of Exhibit B hereto (the “Escrow Agreement”) (A) for the benefit of the Company Holders at the Effective Time, Buyer Shares in an amount equal to 8.33% of the Effective Time Share Consideration and (B) for the benefit of the Cashed-Out Holders at the Effective Time, cash in an amount equal to 8.33% of the Effective Time Cash Consideration; provided, however that the aggregate value of such Buyer Shares and cash deposited with the Escrow Agent shall not exceed or be less than $1,000,000. (iii) In connection with the Merger, (A) in all events the Buyer shall issue a total number of Buyer Shares such that the value of the Buyer Shares issued hereunder represents at least 80% of the consideration paid under this Agreement, determined at the Effective Time and in accordance with the requirement of section 368(a)(2)(E) of the Code relating to the issuance of sufficient stock to constitute “control” within the meaning of that section, and (B) in no event shall the Buyer issue a total number of Buyer Shares such that the total number of Buyer Shares exceeds 19.99% of the number of Buyer Shares outstanding on the date preceding the Closing Date. (iv) In the event that this Agreement is terminated without the Merger having been consummated, Merger Sub or Exchange Agent, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shall return all shares of Company Common Stock have been converted pursuant submitted or transferred to this Section 3.1(b), together with the amounts, if any, payable Merger Sub or Exchange Agent pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charter1.9.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and, in respect of the actions contemplated by clauses (a) through (d) below, without any action on the part of the Company, Merger Sub, Buyer, or the holders of any of the following securities: (a) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (b) Each share of Stock that is owned by Buyer, Intermediate, Merger Sub or the Company as treasury stock immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, without any conversion thereof, and no payment or distribution shall be made with respect thereto. (c) Each share of Common Stock that is owned by any Subsidiary of the Company shall remain outstanding and shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (d) Except as otherwise provided in Section 3.1(b) and Section 3.1(c) and subject to Section 3.5, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)) shall automatically be converted into the right to receive 0.3822 shares the Per Share Merger Consideration. (e) Except as any Option Holder may otherwise agree with Buyer or any of its Affiliates, each Vested Option shall be cancelled and the “Exchange Ratio”holder thereof shall be entitled to receive from the Company or the Surviving Corporation, in consideration for such cancellation, an amount in cash equal to the applicable Option Cancellation Payment therefor. Subject to Section 3.1(e) of common stockthe Disclosure Schedule, par value $0.001 per share each Option that is not a Vested Option shall be cancelled without obligation (including any payment) of the “Parent Common Stock”)Company or any of its Subsidiaries. The Company shall take all actions necessary to effectuate the foregoing, including obtaining any necessary written consents from Option Holders and amendments to Option Plans. As of Parentthe Effective Time, subject the Option Plans shall terminate and all rights under any provision of any other plan, program or arrangement of the Company or any Subsidiary of the Company providing for the issuance or grant of any other interest in respect of the capital stock or other equity interests of the Company or any Subsidiary of the Company shall be cancelled without obligation (including any payment) of the Company or any of its Subsidiaries other than as expressly provided herein. (f) Each Warrant (whether or not exercisable) shall be cancelled and the holder thereof shall be entitled to adjustment receive from the Company or the Surviving Corporation, in consideration for such cancellation, an amount in cash equal to the Warrant Cancellation Payment therefor. (g) After the Effective Time, all capital stock of the Company, and any options, warrants and other rights relating thereto, outstanding as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be canceled and retired, or converted into the right to receive a number of shares of limited voting stockor redeemed in accordance with this Section 3.1, par value $0.001 per share (the “Parent Limited Voting Stock”)as applicable, of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to existbe outstanding, and each holder of a certificate (a “Certificate”) representing any such shares, options, warrants or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock other rights shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock thereto, other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, consideration provided in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charter3.1.

Conversion of Company Securities. Each Except as otherwise provided in this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares cancelled pursuant to be canceled in accordance with Section 3.1(a)3 . 1 (a) and any Dissenting Shares) shall automatically be converted into the right to receive 0.3822 shares $ 31 . 25 per share of Company Common Stock in cash (the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock“ Merger Consideration ”), of Parent, without interest and subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”)any withholding of Taxes required by applicable Law . Each share of Company Limited Voting Common Stock to be converted into the right to receive the Merger Consideration as provided in this Section 3 . 1 (b) shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist, and the holders of certificates (the “ Certificates ”) or book - entry evidence of shares (“ Book - Entry Evidence ”) which immediately prior to the Effective Time represented such shares of Company Common Stock shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such Certificates or Book - Entry Evidence in accordance with Section 3 . 2 , the Merger Consideration without interest thereon and subject to any withholding of Taxes required by applicable Law . (c) Conversion of Acquisition Sub Capital Stock . At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, $ 1 . 00 par value per share, of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become 1 , 000 fully paid, non - assessable shares of common stock, $ 1 . 00 par value per share, of the right to receive a Surviving Corporation and shall constitute the only issued or outstanding shares of capital stock of the Surviving Corporation . (d) Adjustments . Without limiting the other provisions of this Agreement, if at any time during the period between the date of this Agreement and the Effective Time, any change in the number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All outstanding shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder occur as a result of a certificate reclassification, recapitalization, stock split (including a “Certificate”reverse stock split) or book-entry share registered similar event, or combination, exchange or readjustment of shares, or any stock dividend or distribution with a record date during such period, the Merger Consideration shall be equitably adjusted to provide the same economic effect as contemplated by this Agreement prior to such event . Nothing in the transfer books this Section 3 . 1 (d) shall be construed to permit any party to take any action that is otherwise prohibited or restricted by any other provision of the Company this Agreement . Section 3.2 Payment for Securities; Exchange of Certificates . (a “Book-Entry Share”a) that immediately Designation of Paying Agent ; Deposit of Exchange Fund . No later than ten ( 10 ) days prior to the Effective Time represented shares Time, Parent shall, at its sole cost and expense, designate a reputable bank or trust company (the “ Paying Agent ”) that is organized and doing business under the laws of Company Common Stock or Company Limited Voting Stock shall cease the United States, the identity and the terms of appointment of which to have any rights with respect be reasonably acceptable to such Company Common Stock or Company Limited Voting Stock other than the right Company, to receive act as paying agent for the Parent Merger Consideration or LVS payment of the Aggregate Merger Consideration, as and shall enter into an agreement (the case may be“ Paying Agent Agreement ”) relating to the Paying Agent’s responsibilities with respect thereto, in accordance form and substance reasonably acceptable to the Company . Concurrently with Section 3.4the filing of the Certificate of Merger, including Parent shall deposit, or cause to be deposited with the right, if any, to receive, pursuant to Section 3.9Paying Agent, cash in lieu of fractional shares of Parent Common Stock into which constituting an amount equal to the Aggregate Merger Consideration (such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together Aggregate Merger Consideration as deposited with the amountsPaying Agent, if anythe “ Exchange Fund ”) . In the event the Exchange Fund shall be insufficient to make the payments contemplated by Section 3 . 1 (b) , payable pursuant Parent shall promptly deposit, or cause to Section 3.4(d). Notwithstanding anything herein be deposited, additional funds with the Paying Agent in an amount which is equal to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth deficiency in the Parent Charter.amount required

Conversion of Company Securities. By virtue of the Merger and without any action on the part of any holder thereof: (i) Each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (Time, other than shares cancelled pursuant to Section 3.1(a) of this Agreement, shall cease to be canceled in accordance with Section 3.1(a)) outstanding and shall automatically cease to exist and shall be converted automatically, subject to Sections 3.1(d) and 3.2(d), into the right to receive 0.3822 shares 0.6199 (the “Exchange Ratio”) fully paid and nonassessable shares of common stock, $0.01 par value $0.001 per share share, of Parent (the “Parent Common Stock”), ) (such fraction of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each a share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have together with any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 3.2(d), collectively are referred to as the “Common Merger Consideration”). (ii) Each share of Company Preferred Stock outstanding immediately prior to the Effective Time, other than shares cancelled pursuant to Section 3.1(a) and shares as to which appraisal rights have been exercised pursuant to Section 3.1(e), shall cease to be outstanding and shall be retired and cease to exist and be converted automatically, subject to Section 3.2(d), into the right to receive that Common Merger Consideration into which each such share of Company Preferred Stock would have been converted pursuant to Section 3.1(b)(i) had such share of Company Preferred Stock been converted (as contemplated by Section 6(d) of the Certificate of Designations) into shares of Company Common Stock have been converted pursuant to this Section 3.1(b)immediately before the Effective Time (the “Preferred Merger Consideration” and, together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contraryCommon Merger Consideration, the issuance “Merger Consideration”). (iii) At the Effective Time, each Certificate theretofore representing shares of Company Common Stock or shares of Company Preferred Stock (except as provided in Section 3.1(e) with respect to shares of Company Preferred Stock as to which appraisal rights have been exercised), as the case may be, shall, without any action on the part of the Company, Parent Merger Consideration or the LVS Merger Consideration holder thereof, represent, and shall be subject deemed to represent from and after the restrictions on ownership Effective Time, the right to receive the number of shares of Parent Common Stock (and transfer set forth cash in lieu of any fractional share) as determined in accordance with Sections 3.1(b)(i) and 3.1(b)(ii) above and shall cease to represent any rights in any shares of capital stock of the Parent CharterCompany or Surviving Corporation.

Conversion of Company Securities. Each share of At the Business Combination Effective Time, (i) each Company Common Stock Share issued and outstanding immediately prior to the Business Combination Effective Time (other than shares to be canceled those described in accordance with Section 3.1(a)2.13 below) shall automatically be converted automatically into (A) a number of Surviving Corporation Shares determined as follows: (x) 1,900,000 plus the right to receive 0.3822 shares amount of Converted Shares divided by (y) the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share total number of Company Limited Voting Stock Shares issued and outstanding immediately prior to the Business Combination Effective Time, plus (B) the additional consideration described in Sections 2.7(f), (g), (h), and (j) (the “CS Per Share Amount”), and (ii) each Preferred Share issued and outstanding immediately prior to the Business Combination Effective Time shall automatically be converted automatically into (A) a number of Surviving Corporation Shares determined as follows: (x) the number of Preferred Shares issued in the Financing to the bridge investors divided by (y) the total number of Preferred Shares issued and outstanding immediately prior to the Business Combination Effective Time (collectively, the “Business Combination Conversion Ratio”), subject to any adjustments made pursuant to Section 2.7(c) plus (B) the right to receive a number of shares of limited voting stockcash amount equal to $7.143, par value $0.001 per share plus (C) the additional consideration described in Section 2.7(f) and (h), (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger ConsiderationPS Per Share Amount”). All shares of At the Business Combination Effective Time, all Company Common Stock and Company Limited Voting Stock, when so converted, Securities shall no longer cease to be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder . The holders of a certificate (a “Certificate”) or book-entry share registered in the transfer books of certificates previously evidencing the Company (a “Book-Entry Share”) that Securities outstanding immediately prior to the Business Combination Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock Securities, except as provided herein or by law. Each certificate previously evidencing Company Limited Voting Stock other than Securities shall be exchanged for such number of Surviving Corporation Shares calculated by multiplying the right applicable Business Combination Conversion Ratio by the number of Company Securities previously evidenced by the canceled certificates and cash in an amount equal to receive the Parent Merger Consideration CS Per Share Amount or LVS Merger Considerationthe PS Per Share Amount, as the case may be, upon the surrender of such certificate in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charterterms hereof.”

Conversion of Company Securities. At the Effective Time, by virtue of -------------------------------- the Merger and without any action on the part of Parent, Merger Sub, Liberty Media, the Company or the holders of any of their securities: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than such shares to be canceled in accordance with Section 3.1(a2.3(a)(iii) and subject to Sections 2.4(f) and 2.4(j)) shall automatically be converted into and represent the right to receive 0.3822 shares receive, and shall be exchangeable for (the “Exchange Ratio”i) 0.16129 of common stock, par value $0.001 per a share (the “Parent Common Stock”), "Class A Liberty Media Group Stock Exchange Ratio") of Parent, subject to adjustment as provided in Section 3.3 Class A Liberty Media Group Stock (the “Parent Merger "Stock Consideration”") and (ii) $6.25 in cash (the "Cash Consideration"). (ii) All shares of Class A Liberty Media Group Stock issued pursuant to this Section 2.3(a) will be validly issued, fully paid and non-assessable. Each share All shares of Company Limited Voting Common Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease retired, and, subject to existSection 2.4(j), and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented representing any such shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than thereto, except the right to receive the Parent Merger Consideration pursuant to this Section 2.3(a), including any cash in lieu of a fractional share payable pursuant to Section 2.4(f) (and any dividends or LVS Merger Considerationother distributions payable pursuant to Section 2.4(g)), as with respect thereto upon the case may be, surrender of such certificate in accordance with Section 3.42.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares without interest. (iii) Each share of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein that immediately prior to the contrary, Effective Time is held by the issuance of the Parent Merger Consideration or the LVS Merger Consideration Company as a treasury share shall be subject to canceled and retired without payment of any consideration thereof and without any conversion thereof into the restrictions on ownership and transfer set forth in the Parent CharterMerger Consideration.

Conversion of Company Securities. Each Before the Effective Time, each issued and outstanding share of the Company’s Series A1 and B1 Convertible Preferred Stock (the “Series A1 and B1 Preferred Stock”) shall convert, on a one-for-one basis, into shares of the Company’s common stock (“Company Common Stock Shares”), as provided in the Company’s articles of incorporation, as amended. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each Company Share issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(aCompany Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares (as defined below)) shall automatically be converted into and represent the right to receive 0.3822 (subject to the provisions of Section 1.6) such number of shares of common stock, $0.001 par value per share, of the Parent (“Parent Common Stock”) as is equal to the Common Conversion Ratio (as defined below). An aggregate of 27,000,000 shares of Parent Common Stock shall be issued to the Company Stockholders in connection with the Merger and the holders of options (“Options”) granted under the Company’s 1997 Stock Compensation Program to acquire Company Shares, of which 25,835,017 shares shall be issued to Company Stockholders upon conversion of their Company Shares, as described above, and an aggregate of 1,164,983 shares shall be reserved for issuance upon the exercise of the Parent Options (as defined below, provided, that if the holders of any Existing Warrants (as defined in Section 1.5(b)) do not agree to accept Company Shares in settlement of their Existing Warrants prior to the Effective Time, then the Company Stockholders shall be issued 25,835,017 shares of Common Stock less the number of shares of Common Stock for which such Existing Warrants are exercisable under Section 1.8(a) and the number of shares of Common Stock reserved for issuance shall be increased from 1,164,983 by the same number. (b) The “Common Conversion Ratio” shall be obtained by dividing (i) 27,000,000 shares of Parent Common Stock by (ii) the total number of outstanding Company Shares immediately prior to the Effective Time on a diluted basis after giving effect to the exercise of all outstanding Parent Options (as defined in Section 1.8(a)), all outstanding warrants that have not been settled by the issuance of Company Shares as provided in Section 1.8(d) (“Existing Warrants”) and all other rights to acquire Company Shares. Stockholders of record of the Company as of the Closing Date (the “Exchange RatioIndemnifying Stockholders”) shall be entitled to receive immediately 95% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (the “Initial Shares”); the remaining 5% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement. The Initial Shares and the Escrow Shares shall together be referred to herein as the “Merger Shares.” (c) Each issued and outstanding share of common stock, par value $0.001 per share (the “Parent Common Stock”)share, of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time Acquisition Subsidiary shall automatically be converted into the right to receive a number one validly issued, fully paid and nonassessable share of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Surviving Corporation Common Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charter.

Conversion of Company Securities. Each share Subject to the limitations on payments and the timing of payments as set forth in Section 2.2, Section 2.3 and Article VIII, each Company Common Stock Share and Company Option (as defined below) validly issued and outstanding immediately prior to before the Effective Time (other than shares Appraisal Shares, as defined in Section 2.1.6, and those Company Shares referred to be canceled in accordance with Section 3.1(a2.1.2), will, without any action on the part of the holder thereof (except as set forth in this Section 2.1.3) shall automatically be converted into, or with respect to Company Options, cancelled in exchange for, their respective conversion payment (“Conversion Payment”), which will be calculated as follows: (a) Each share of Company common stock, no par value (the “Company Common Shares”), issued and outstanding immediately before the Effective Time will convert into the right to receive 0.3822 shares (i) an amount in cash equal to the Per Share Cash Consideration (as defined below), (ii) the Per Share Stock Consideration (as defined below), and (iii) the Per Share Contingent Consideration (as defined below). (b) Each Company Option (as defined below) that is validly issued and unexpired, unexercised, and outstanding immediately before the Closing will be exercised immediately before Closing, with the consent of the holder thereof, (such person, the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common StockOption Holder”), for Company Shares; provided that the right of Parentthe Option Holder to receive the Per Share Cash Consideration (as defined below) shall be subject first to deduction for (i) the respective aggregate exercise price of the Company Option(s) being exercised, subject (ii) any previous loans or advances to adjustment as provided in Section 3.3 such Option Holder related to the previous acquisition of Company Shares by the exercise of options, and (iii) the amount of any applicable payroll, income tax or other withholding taxes being paid on behalf of the Option Holder arising from the exercise of a Company Option (collectively, the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting StockOption Advances”), which shall be treated as a partial payment of Parent equal to the Exchange Ratio (Per Share Cash Consideration due the “LVS Merger Consideration”)former Option Holder. All shares of At the Effective Time, all Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically Shares will be cancelled and retired and shall will cease to exist, exist and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the previously representing any Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than Shares will represent only the right to receive the Parent Merger Consideration or LVS Merger Considerationapplicable Conversion Payment as provided by this Section 2.1.3. The amount that the holders of Company Shares are entitled to receive at Closing under this Section 2.1.3 will be reduced by their pro rata share of (i) the Escrow Amount (as defined in Section 2.2.1), (ii) the Employee Retention Pool Amount (as defined in Section 2.2.2), and (iii) in the case may beof the Option Holders, the amount of Option Advances. The numbers used below and in accordance with Section 3.4the pro forma calculations in the attached Schedule 2.1, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein each rounded to the contrary, the issuance nearest dollar are for purposes of illustration of the Parent Merger Per Share Cash Consideration or the LVS Merger Consideration shall only and will be subject to the restrictions on ownership adjusted and transfer set forth in the final Schedule 2.1, which will be determined in accordance with the following procedures, adjustments, and definitions and when approved in writing by Parent Charter.and Company before Closing will be the final and determinative interpretation of the following, each term used as defined below: (i) Base Cash Amount $ [•] (ii) Plus: Option Consideration $ [•] (iii) Less: Working Capital Deficit, or plus Working Capital Credit (defined in Section 2.3(a)) $ [•] (iv) Less: Expenses (v) Subtotal: Gross Distributable Cash Amount (defined below) $ [•] (vi) Divided by: Participating Common Share Equivalents (PCSEs) $ [•] (vii) Per Share Cash Consideration $ [•] The following definitions will be used in making the above calculation and for purposes of this Article II:

Conversion of Company Securities. By virtue of the Merger and without any action on the part of any holder thereof: (i) Each share of common stock, par value $0.01 per share, of the Company Common Stock (the "COMPANY COMMON STOCK") issued and outstanding immediately prior to the Effective Time (Time, other than shares cancelled pursuant to Section 3.1(a) of this Agreement, shall cease to be canceled in accordance with Section 3.1(a)) outstanding and shall automatically cease to exist and shall be converted automatically, subject to Sections 3.1(d) and 3.2(d), into the right to receive 0.3822 shares 0.6199 (the “Exchange Ratio”"EXCHANGE RATIO") fully paid and nonassessable shares of common stock, $0.01 par value $0.001 per share, of Parent ("PARENT COMMON STOCK") (such fraction of a share (the “of Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have together with any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 3.2(d), collectively are referred to as the "COMMON MERGER CONSIDERATION"). (ii) Each share of Company Preferred Stock outstanding immediately prior to the Effective Time, other than shares cancelled pursuant to Section 3.1(a) and shares as to which appraisal rights have been exercised pursuant to Section 3.1(e), shall cease to be outstanding and shall be retired and cease to exist and be converted automatically, subject to Section 3.2(d), into the right to receive that Common Merger Consideration into which each such share of Company Preferred Stock would have been converted pursuant to Section 3.1(b)(i) had such share of Company Preferred Stock been converted (as contemplated by Section 6(d) of the Certificate of Designations) into shares of Company Common Stock have been converted pursuant to this Section 3.1(b)immediately before the Effective Time (the "PREFERRED MERGER CONSIDERATION" and, together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contraryCommon Merger Consideration, the issuance "MERGER CONSIDERATION"). (iii) At the Effective Time, each Certificate theretofore representing shares of Company Common Stock or shares of Company Preferred Stock (except as provided in Section 3.1(e) with respect to shares of Company Preferred Stock as to which appraisal rights have been exercised), as the case may be, shall, without any action on the part of the Company, Parent Merger Consideration or the LVS Merger Consideration holder thereof, represent, and shall be subject deemed to represent from and after the restrictions on ownership Effective Time, the right to receive the number of shares of Parent Common Stock (and transfer set forth cash in lieu of any fractional share) as determined in accordance with Sections 3.1(b)(i) and 3.1(b)(ii) above and shall cease to represent any rights in any shares of capital stock of the Parent CharterCompany or Surviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Buyer, the Stockholders, the Warrant Holders or the Option Holders: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)) shall automatically be converted into the right to receive 0.3822 shares (the “Exchange Ratio”) common stock of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (b) Each share of Common Stock, together with the related Right attached thereto, that is owned by (i) the Company as treasury stock or (ii) any wholly owned Subsidiary of the Company, shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto. (c) Except as otherwise provided in clause (b) above and subject to Section 2.4, each share of Common Stock outstanding immediately prior to the Effective Time, together with the related Right attached thereto, shall be converted into the right to receive a number of shares of limited voting stock$8.10 in cash, par value $0.001 per share payable to the holder thereof, without interest (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Common Stock Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, converted into the right to receive the Common Stock Consideration pursuant to this Section 2.1(c) shall no longer cease to be outstanding as of the Effective Time, and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock Stock, together with the related Rights, shall thereafter cease to have any rights with respect to such Company shares or to such related Rights, except the right to receive the Common Stock or Company Limited Voting Stock Consideration to be issued in consideration therefor upon the surrender of such certificate. (d) Each Warrant issued and outstanding immediately prior to the Effective Time shall be converted as of the Effective Time into the right to receive a sum in cash equal to such Warrant’s Warrant Cancellation Payment, without interest, and all such Warrants shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each former Warrant Holder shall cease to have any rights with respect thereto, other than the right to receive the Parent Merger Consideration Warrant Cancellation Payment in respect of each Warrant held by such Warrant Holder as set forth herein. The Company shall use its commercially reasonable efforts to take all actions necessary to effectuate the foregoing. (e) Each Option issued and outstanding immediately prior to the Effective Time, whether or LVS Merger Considerationnot then exercisable, as shall be converted immediately after giving effect to the case may be, in accordance with Section 3.4, including Effective Time into the right, if any, right to receive, pursuant as promptly as practicable after the Effective Time, a sum in cash equal to Section 3.9such Option’s Option Cancellation Payment, cash without interest, and all such Options shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each former Option Holder shall cease to have any rights with respect thereto, other than the right to receive the Option Cancellation Payment in lieu respect of fractional shares each Option held by such Option Holder as set forth herein. Notwithstanding anything to the contrary contained in this Agreement, if the exercise price per share of Parent Common Stock into which such shares of Company any Option is equal to or greater than the Common Stock have been converted pursuant Consideration, such Option shall be cancelled without any cash payment being made in respect thereof. The Company shall use its commercially reasonable efforts to this Section 3.1(b)take all actions necessary to effectuate the foregoing. As of the Effective Time, together with the amountsStock Plans shall terminate and all rights under any provision of any other plan, if any, program or arrangement of the Company or any Subsidiary of the Company providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary of the Company shall be cancelled. (f) The Common Stock Consideration and amount of the Option Cancellation Payments and Warrant Cancellation Payments payable pursuant to Section 3.4(d2.1(c), (d) and (e), respectively, have been calculated based upon the representations and warranties made by the Company in Section 3.3. Notwithstanding anything Without limiting the effect of the failure of the representations and warranties made by the Company in Section 3.3 to be true and correct, in the event that, at the Effective Time, the actual number of shares of Common Stock and other shares of capital stock of the Company outstanding or the actual number of shares of capital stock of the Company issuable upon the exercise of outstanding Options, Warrants or similar agreements or upon conversion of securities (including without limitation, as a result of any stock split, stock dividend, including any dividend or distribution of securities convertible into Shares, or recapitalization) is greater than as described in Section 3.3 (including the exercise or conversion of any currently outstanding Options, Warrants or similar agreements described in Section 3.3), the Common Stock Consideration, Option Cancellation Payments and Warrant Cancellation Payments payable as contemplated herein shall be adjusted downward, but only to the contraryextent necessary to ensure that the aggregate amount of the Common Stock Consideration and amounts payable in respect of Option Cancellation Payments and Warrant Cancellation Payments shall not exceed the sum of: (i) $247,175,000 plus (ii) an amount equal to (A) $8.10 multiplied by (B) the number of shares of Common Stock issued as the result of the exercise of any currently outstanding Options or Warrants prior to the Effective Time, plus (iii) $3,835,077, less for each share of Common Stock described in clause (ii) above, the issuance difference between $8.10 and the exercise price paid to the Company upon the exercise of the Parent Merger Consideration Option or the LVS Merger Consideration shall be subject Warrant pursuant to the restrictions on ownership and transfer set forth in the Parent Charterwhich such share is issued.

Conversion of Company Securities. Each At the Effective Time by virtue of the Merger: (i) Without any action on the part of the holders of Preferred Stock or Common Stock, each share of Company Preferred Stock and Common Stock issued and outstanding immediately prior to the Effective Time (other than shares Time, and all rights and privileges in respect thereof, shall forthwith cease to be canceled in accordance with Section 3.1(a)) shall automatically exist and be converted into the right to receive 0.3822 receive: (A) with respect to the shares of Series C Preferred and pro rata among all shares of Series C Preferred, an amount equal to $0.54 in cash (without interest) per share of Series C Preferred from Parent plus the amount set forth in subsection 1.6(a)(i)(D) below (the “Exchange Ratio”"Series C Payment"); (B) with respect to the shares of common stockSeries B Preferred and pro rata among all shares of Series B Preferred, par value an amount equal to $0.001 1.00 in cash (without interest) per share of Series B Preferred from Parent (the “"Series B Payment"); (C) with respect to the shares of Series A Preferred and pro rata among all shares of Series A Preferred, an amount equal to $1.00 in cash (without interest) per share of Series A Preferred from Parent (the "Series A Payment"); and (D) with respect to the shares of Series C Preferred and Common Stock and pro rata among all shares of Series C Preferred and Common Stock on an as-converted to Common Stock basis, an amount equal to the difference between the Merger Consideration (as defined below) and the sum of the aggregate payments made, or to be made, as the case may be, pursuant to subsections (A) through (C) above and Section 1.6(a)(ii) below (such amount distributed to the holder of each share of Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent "Per Common Share Merger Consideration”"). Each share . (ii) Without any action on the part of Company Limited Voting Stock the holders of the Options, the vesting of each Option issued and outstanding immediately prior to the Effective Time shall accelerate in full. To the extent any such Option has not been exercised prior to the Effective Time, each such Option, and all rights and privileges in respect thereof, shall forthwith cease to exist and shall automatically be terminated and the holder of each such Option immediately prior to such termination shall promptly after the Effective Time receive from the Surviving Corporation, for each share of Common Stock subject to each such terminated Option, an amount in cash equal to the excess, if any, of the Per Common Share Merger Consideration over the per share exercise price of such Option, without interest, in full settlement of the termination of the corresponding Option and, to the extent that the per share exercise price of any Option equals or exceeds the Per Common Share Merger Consideration, at the Effective Time such Option shall cease to exist and automatically be terminated and the holder thereof shall not receive or be entitled to receive any consideration in respect of such Option. The amounts payable pursuant to this Section 1.6(a)(ii) shall be subject to all applicable withholding taxes. (iii) Without any action on the part of the holders of shares of Common Stock subject to repurchase by Company, the Company's repurchase rights shall lapse and such shares shall be fully vested and converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share the amount set forth in Section 1.6(a)(i)(D) above. (iv) Without any action on the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books part of the Company (a “Book-Entry Share”) that holders of the Expiring Warrants, each Expiring Warrant issued and outstanding immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock Time, and all rights and privileges in respect thereof, shall forthwith cease to have any rights with respect exist and terminate without consideration. (v) Except pursuant to such Company Common Stock or Company Limited Voting Stock other than the right terms of Sections 1.11, 8.3(b) and 8.5, in no event shall Parent be required to receive make cash payments exceeding the Parent Merger Consideration or LVS Merger Consideration, as pursuant to the case may beterms of this Agreement. Except pursuant to the terms of Section 1.11, in accordance with Section 3.4no event shall Parent be required to issue any share of stock or securities or options, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional warrants or other securities exercisable for or convertible into shares of Parent Common Stock into which such shares of Company Common Stock have been converted stock or securities pursuant to the terms of this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d)Agreement. Notwithstanding anything herein to the contrary, the issuance An aggregate of $13,558,804 of the Parent Merger Consideration or the LVS Merger Consideration (as defined below) shall be subject to the restrictions on ownership escrow pursuant to Sections 1.8(b) and transfer 8.2 and as set forth in the Parent CharterEscrow Agreement.

Conversion of Company Securities. Each At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities, each share of common stock, $0.01 par value per share, of the Company (the shares of Class A Common Stock and Class B Common Stock collectively referred to as the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(aCompany Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares (as defined below)) shall automatically be converted into and represent the right to receive 0.3822 (subject to the provisions of Section 1.9) such number of shares of common stock, $0.001 par value per share, of the Parent (“Parent Common Stock”) as is set forth below: (a) Each share of the Class A Common Stock of the Company (“Company Class A Shares,” the holders of such Company Class A Shares hereinafter referred to as the “Company Class A Stockholders”) shall be converted into and represent the right to receive such number of shares of Parent Common Stock as is equal to the Common Conversion Ratio (as defined below). An aggregate of 26,000,000 shares of Parent Common Stock shall be issued to the Company Class A Stockholders in connection with the Merger. (b) The “Common Conversion Ratio” shall be obtained by dividing (i) 26,000,000 shares of Parent Common Stock by (ii) the total number of outstanding Company Class A Shares immediately prior to the Effective Time on a diluted basis after giving effect to the exercise of all outstanding options (“Options”), warrants (“Warrants”) and other rights to acquire Company Class A Shares. Company Class A Stockholders of record as of the Closing Date (the “Exchange RatioIndemnifying Stockholders”) shall be entitled to receive immediately 95% of the shares of Parent Common Stock into which their Company Class A Shares were converted pursuant to this Section 1.5 (the “Initial Shares”); the remaining 5% of the shares of Parent Common Stock into which their Company Class A Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement. The Initial Shares and the Escrow Shares shall together be referred to herein as the “Merger Shares.” (c) Each share of the Class B Common Stock of the Company (“Company Class B Shares,” the holders of such Company Class B Shares hereinafter referred to as the “Company Class B Stockholders”) shall be converted into and represent the right to receive one share of Parent Common Stock. An aggregate of up to 20,000,000 shares of Parent Common Stock shall be issued to the holders of the Company Class B Shares in connection with the Merger. (d) Each issued and outstanding share of common stock, par value $0.001 per share (the “Parent Common Stock”)share, of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time Acquisition Subsidiary shall automatically be converted into the right to receive a number one validly issued, fully paid and nonassessable share of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Surviving Corporation Common Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charter.

Conversion of Company Securities. Each share (a) At the Company Merger Effective Time, by virtue of the Company Common Stock Merger and without any action on the part of Pubco, Parent, the Company Merger Sub, the Company or the holders of any of the following securities: (i) each Company Ordinary Share (excluding any Cancelled Shares or Dissenting Shares) that is issued and outstanding immediately prior to the Company Merger Effective Time shall be cancelled and converted into the number of Pubco Ordinary Shares equal to the Exchange Ratio (other than shares rounded to the nearest whole number) (which consideration shall hereinafter be canceled in accordance with Section 3.1(areferred to as the “Per Share Company Merger Consideration”)) shall automatically be . Each Company Ordinary Share converted into the right to receive 0.3822 shares (the “Exchange Ratio”Per Share Company Merger Consideration pursuant to this Section 3.01(b)(i) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall will no longer be outstanding and shall outstanding, will automatically be cancelled and retired and shall will cease to exist, and each holder of a certificate (a “Certificate”A) any Certificate formerly representing any such Company Ordinary Shares or (B) any book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that account which immediately prior to the Company Merger Effective Time represented shares Company Ordinary Shares will, subject to applicable Law in the case of Company Common Stock or Company Limited Voting Stock shall Dissenting Shares, cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than thereto, except the right to receive the Parent Per Share Company Merger Consideration or LVS Merger Consideration, as the case may be, for each such Company Ordinary Share in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b3.01(b)(i); (ii) each share of Capital Stock owned by Pubco, Parent or the Merger Subs or held in the treasury of the Company, or owned by any of their respective direct or indirect wholly-owned Subsidiaries immediately prior to the Company Merger Effective Time (collectively, the “Cancelled Shares”), together shall be canceled without any conversion thereof and no payment or distribution shall be made with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein respect thereto; (iii) each Company Merger Sub Ordinary Share issued and outstanding immediately prior to the contraryCompany Merger Effective Time shall be converted into and exchanged for one validly issued, the issuance fully paid and nonassessable ordinary share of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charter.Company Surviving Subsidiary;

Conversion of Company Securities. Each share (a) At the Effective Time, by virtue of Company Common Stock the Merger and without any action on the part of the Company, Merger Sub, Buyer or any of their respective stockholders: (i) each issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)) shall automatically be converted into the right to receive 0.3822 shares (the “Exchange Ratio”) share of common stock, par value $0.001 0.01 per share (the “Parent Common Stock”)share, of ParentMerger Sub shall be converted automatically into and become one fully paid and nonassessable share of common stock, subject to adjustment par value $0.01 per share, of the Surviving Company; (ii) each issued and outstanding share of Common Stock or Preferred Stock that is owned by (i) the Company as treasury stock, (ii) Buyer, (iii) Merger Sub, (iv) any other wholly-owned Subsidiary of Buyer or (v) any wholly-owned Subsidiary of the Company, shall be canceled and extinguished without any conversion thereof and no payment or distribution (including any Pro Rata Distributions) shall be made with respect thereto; (iii) except as otherwise provided in Section 3.3 (the “Parent Merger Consideration”). Each 3.1(a)(ii) and except with respect to Dissenting Shares, each share of Company Limited Voting Common Stock issued and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and converted automatically be converted into the right to receive a number receive, upon surrender of shares the corresponding Certificate or submission of limited voting stockan affidavit of loss in accordance with Section 3.5, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent A) an amount in cash equal to the Exchange Ratio (the “LVS Estimated Per Common Share Closing Merger Consideration”), and (B) when, as and if any of the following * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. All shares become payable pursuant to the terms of Company Common Stock this Agreement: (1) an amount in cash equal to the Per Share Adjustment Surplus Amount, which amount will be paid in accordance with Section 3.4; (2) if an Earn-Out Payment is made pursuant to Section 3.8, an amount in cash equal to the Per Share Earn-Out Amount associated with such Earn-Out Payment, which amount will be paid in accordance with Section 3.4; and Company Limited Voting Stock(3) an amount in cash equal to the Per Share Escrow Fund Release Amount and/or the Per Share Representative Expense Fund Release Amount, when so convertedas applicable, shall no longer which each such amount will be outstanding and shall automatically be cancelled and retired and shall cease to existpaid in accordance with Section 3.4 and/or Section 3.9, as applicable, and each holder such payment made under this Section 3.1(a)(iii) without interest and subject to any applicable withholding Tax; (iv) except as otherwise provided in Section 3.1(a)(ii) and except with respect to Dissenting Shares, each share of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that Preferred Stock outstanding immediately prior to the Effective Time represented shares shall be cancelled and extinguished and converted automatically into the right to receive, with respect to each share of Company Common Stock into which such share of Preferred Stock was convertible immediately prior to the Effective Time, upon surrender of the corresponding Certificate or Company Limited Voting Stock shall cease to have any rights submission of an affidavit of loss in accordance with Section 3.5, (A) the Series A Per Share Liquidation Preference Amount or the Series B Per Share Liquidation Preference Amount, as applicable with respect to such Company share, (B) an amount in cash equal to the Estimated Per Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Share Closing Merger Consideration, and (C) when, as and if any of the case may befollowing become payable pursuant to the terms of this Agreement: (1) an amount in cash equal to the Per Share Adjustment Surplus Amount, which amount will be paid in accordance with Section 3.4, including the right, ; (2) if any, to receive, an Earn-Out Payment is made pursuant to Section 3.8, an amount in cash equal to the Per Share Earn-Out Amount associated with such Earn-Out Payment, which amount will be paid in accordance with Section 3.4; and (3) an amount in cash equal to the Per Share Escrow Fund Release Amount and/or the Per Share Representative Expense Fund Release Amount, as applicable, which each such amount will be paid in accordance with Section 3.4 and/or Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which as applicable, and each such shares of Company Common Stock have been converted pursuant to payment made under this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be 3.1(a)(iv) without interest and subject to the restrictions on ownership and transfer set forth in the Parent Charterany applicable withholding Tax.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of their securities: (i) Each share of Company Class A Common Stock issued and each share of Company Class B Common Stock outstanding immediately prior to the Effective Time (other than such shares to be canceled in accordance with Section 3.1(a2.3(a)(iii) and subject to Section 2.4(f)) shall automatically be converted into and represent the right to receive 0.3822 shares receive, and shall be exchangeable for: (the “Exchange Ratio”A) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares (or a fraction of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), a share) of Parent Common Stock equal to the quotient (rounded to the nearest one-one thousandth of a share) obtained by dividing the Parent Common Stock Number by the Company Stock Number (such quotient being referred to as the "Parent Common Stock Exchange Ratio Ratio"), and (B) a number of shares (or a fraction of a share) of Class A Liberty Group Stock equal to the “LVS Merger Consideration”quotient (rounded to the nearest one-thousandth of a share) obtained by dividing the Liberty Group Stock Number by the Company Stock Number (such quotient being referred to as the "Class A Liberty Group Stock Exchange Ratio" and, together with the Parent Common Stock Exchange Ratio, as the "Exchange Ratios"). (ii) All shares of Parent Common Stock and Class A Liberty Group Stock issued pursuant to this Section 2.3(a) will be validly issued, fully paid and non-assessable. All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented representing any such shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than thereto, except the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common and Class A Liberty Group Stock have been converted to be issued pursuant to this Section 3.1(b), together with the amounts, if any, 2.3(a) (and any dividends or other distributions and any cash in lieu of a fractional share payable pursuant to Sections 2.4(f) and 2.4(g)) with respect thereto upon the surrender of such certificate in accordance with Section 3.4(d). Notwithstanding anything herein 2.4, without interest. (iii) Each share of Company Stock that immediately prior to the contrary, Effective Time is held by the issuance of the Parent Merger Consideration or the LVS Merger Consideration Company as a treasury share shall be subject to canceled and retired without payment of any consideration thereof and without any conversion thereof into the restrictions on ownership and transfer set forth in the Parent CharterMerger Consideration.

Conversion of Company Securities. The shares of Company Stock (as defined below) issued and outstanding immediately prior to the Effective Time shall be cancelled or converted as set forth in this Section 1.5 into the right to receive a number of shares of Parent Common Stock such that the aggregate number of shares of Parent Common Stock issuable pursuant to this Agreement as a result of the Merger equals no more than 6,600,000 shares of Parent Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of the Company common stock, par value $0.00001 per share (“Company Common Stock”), and the Company Preferred Stock (as defined below, and together with the Company Common Stock, the “Company Stock”) that is owned immediately prior to the Effective Time by Parent, the Acquisition Subsidiary or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Each share of Series AB Preferred Stock, par value $0.00001 per share (the “Series AB Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AB Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be converted into the right to receive 0.23856 shares of Parent Common Stock (in the aggregate, the “Merger Shares”). (c) Each share of Series AA Preferred Stock, par value $0.00001 per share (the “Series AA Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series AA Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (d) Each share of Series D Preferred Stock, par value $0.00001 per share (the “Series D Preferred Stock”, and together with the Series AB Preferred Stock and the Series AA Preferred Stock, the “Company Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than any (i) shares of Series D Preferred Stock to be cancelled and retired in accordance with Section 1.5(a), and (ii) Dissenting Shares) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (e) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)any (i) shall automatically be converted into the right to receive 0.3822 shares (the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock to be cancelled and Company Limited Voting Stockretired in accordance with Section 1.5(a), when so converted, and (ii) Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder no consideration shall be delivered in exchange therefor. (f) Each share of a certificate (a “Certificate”) or book-entry share registered in the transfer books common stock, par value $0.001 per share, of the Company (a “Book-Entry Share”) that Acquisition Subsidiary issued and outstanding immediately prior to the Effective Time represented shares shall be converted into and become one validly issued, fully paid, and nonassessable share of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Considerationcommon stock, as the case may bepar value $0.001 per share, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent CharterSurviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, par value $0.0001 per share, of the Company (“Company Common Stock Stock”) and of each series of preferred stock, par value $0.0001 per share, of the Company (“Company Preferred Stock” and, together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(aany Company Stock owned beneficially by the Parent or the Acquisition Subsidiary and other than Dissenting Shares (as defined below)) ), shall automatically be converted into and represent the right to receive 0.3822 (subject to the provisions of Section 1.6) such number of shares of Parent Common Stock as is equal to the applicable “Conversion Ratio” specified with respect to such class or series on Schedule 1.5(a) hereto (the “Exchange Applicable Conversion Ratio”). An aggregate of 5,500,006 shares of Parent Common Stock (including Indemnification Escrow Shares (as defined below) and Dissenting Shares), subject to adjustment as necessary due to rounding as set forth in Section 1.5(b), shall be issuable to the stockholders of record of the Company immediately prior to the Effective Time (the “Company Stockholders”) in connection with the Merger. The shares of Parent Common Stock into which the shares of Company Common Stock are converted pursuant to this Section shall be referred to herein as the “Merger Shares.” (b) Notwithstanding the foregoing, as of the Closing Date, the Company Stockholders shall be entitled to receive immediately only 95% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a) (the “Initial Shares”), pro rata in accordance with their respective holdings of Company Stock immediately prior to the Closing; and the remaining 5% of the shares of Parent Common Stock into which their shares of Company Stock were converted pursuant to Section 1.5(a), rounded up or down to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Indemnification Escrow Shares”), shall be deposited in escrow pursuant to the Indemnification Shares Escrow Agreement and shall be held and released in accordance with the terms of the Indemnification Shares Escrow Agreement. (c) The Parent shall deliver certificates for the Initial Shares to each Company Stockholder entitled thereto who shall have presented a certificate that immediately prior to the Effective Time represented Company Stock to be converted into Merger Shares pursuant to this Section 1.5 (the “Company Stock Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent. (d) Each issued and outstanding share of common stock, par value $0.001 per share (the “Parent Common Stock”)share, of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time Acquisition Subsidiary shall automatically be converted into the right to receive a number one validly issued, fully paid and nonassessable share of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books common stock of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent CharterSurviving Corporation.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of shares of Company Common Stock: (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)) shall automatically be converted into the right to receive 0.3822 shares (the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All any shares of Company Common Stock to be canceled pursuant to Section 2.3(a)(ii) and other than Dissenting Shares, if any) will be converted into and represent the right to receive, and will be exchangeable for, .2750 (the "Exchange Ratio") of a validly issued, fully paid and nonassessable share of Parent Series A Stock. At the Effective Time, all such shares of Company Limited Voting Stock, when so converted, shall Common Stock will no longer be outstanding and shall will automatically be cancelled canceled and retired and shall will cease to exist, and each holder of a certificate representing any such shares will cease to have any rights with respect thereto, except the right to receive the shares of Parent Series A Stock to be issued pursuant to this Section 2.3(a)(i) (and any dividends or other distributions and any cash in lieu of a “Certificate”fractional share payable pursuant to Sections 2.4(f) or book-entry and 2.4(g)) with respect thereto upon the surrender of such certificate in accordance with Section 2.4, without interest. (ii) Each share registered in the transfer books of Company Common Stock (not including any common stock of the Company (a “Book-Entry Share”Surviving Corporation that is issued under Section 2.3(b)) that immediately prior to the Effective Time represented shares is (x) owned of record by Parent, Merger Sub or any Wholly-Owned Subsidiary of Parent or (y) held in the treasury of the Company or held by any Wholly-Owned Subsidiary of the Company will automatically be canceled, retired and cease to exist without payment of any consideration thereof and without any conversion thereof into Parent Series A Stock. (iii) Each share of Company Common Preferred Stock issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger, and without any further act on the part of any holder thereof, remain as an issued and outstanding share of preferred stock of the Surviving Corporation that will have the powers, designations, preferences and relative, participating, optional or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the rightrights, if any, to receiveand the qualifications limitations and restrictions thereof, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer as are set forth in the Parent Chartercertificate of designations for such Company Preferred Stock immediately prior to the Effective Time.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, Buyer, the Stockholders, the Warrant Holders or the Option Holders: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(a)) shall automatically be converted into the right to receive 0.3822 shares (the “Exchange Ratio”) common stock of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and become one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation; (b) Each share of Common Stock, together with the related Right attached thereto, that is owned by (i) the Company as treasury stock, (ii) Buyer, (iii) Merger Sub, (iv) any other wholly owned Subsidiary of Buyer or (v) any wholly owned Subsidiary of the Company, shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; (c) Except as otherwise provided in clause (b) above and subject to Section 2.4, each share of Common Stock outstanding immediately prior to the Effective Time, together with the related Right attached thereto, shall be converted into the right to receive a number of shares of limited voting stock$1.92 in cash, par value $0.001 per share payable to the holder thereof, without interest (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger "Common Stock Consideration”"). All shares of Company Common Stock and Company Limited Voting Stockconverted into the right to receive the Common Stock Consideration pursuant to this Section 2.1(c) shall cease to be outstanding, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that which immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall thereafter cease to have any rights with respect to such Company shares, except the right to receive the Common Stock or Company Limited Voting Stock Consideration to be issued in consideration therefor upon the surrender of such certificate; (d) Each Warrant issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a sum in cash equal to such Warrant's Warrant Cancellation Payment, without interest, and all such Warrants shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each former Warrant Holder shall cease to have any rights with respect thereto, other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as consideration set forth herein. The Company shall use its commercially reasonable efforts to take all actions necessary to effectuate the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted foregoing. Any payments made pursuant to this Section 3.1(b)2.1(d) shall be net of all applicable withholding taxes, together which shall be properly and timely remitted to the appropriate Governmental Entity; (e) Each Option issued and outstanding immediately prior to the Effective Time, whether or not then exercisable, shall be converted into the right to receive, on or as soon as practicable following the Closing Date, a sum in cash equal to such Option's Option Cancellation Payment, without interest, and all such Options shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each former Option Holder shall cease to have any rights with respect thereto, other than the amounts, if any, payable pursuant right to Section 3.4(d)receive the consideration set forth herein. Notwithstanding anything herein to the contrarycontrary contained in this Agreement, if the exercise price per share of Common Stock of any Option is equal to or greater than the Common Stock Consideration, such Option shall be cancelled without any cash payment being made in respect thereof. The Company shall use its commercially reasonable efforts to take all actions necessary to effectuate the foregoing. Any payments made pursuant to this Section 2.1(e) shall be net of all applicable withholding taxes, which shall be properly and timely remitted to the appropriate Governmental Entity. As of the Effective Time, the issuance Option Plans shall terminate and all rights under any provision of any other plan, program or arrangement of the Parent Merger Consideration Company or any Subsidiary of the LVS Merger Consideration Company providing for the issuance or grant of any other interest in respect of the capital stock of the Company or any Subsidiary of the Company shall be cancelled; and (f) The restrictions on each share of Restricted Stock shall lapse immediately prior to, and effective upon the occurrence of, the Effective Time, and each share of Restricted Stock shall be fully vested in each holder thereof at such time, and each such share of Restricted Stock will be treated at the Effective Time the same as, and have the same rights and be subject to the restrictions on ownership and transfer same conditions (including the conditions set forth in the Parent CharterSection 2.2) hereunder as, each share of Common Stock not subject to any restrictions as provided in Section 2.1.

Conversion of Company Securities. Each (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Company Shareholder: (i) any shares of Company Common Stock held by the Company or by any wholly owned Subsidiary of the Company immediately prior to the Effective Time shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any shares of Company Common Stock held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent immediately prior to the Effective Time shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses “(i)” and “(ii)” above and subject to Section 1.5(c), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than including any shares to be canceled in accordance with Section 3.1(a)of Company Common Stock issued upon exercise of Company Options or the vesting and settlement of Company RSUs before the Effective Time but excluding any Dissenting Shares) shall automatically be converted into the right to receive 0.3822 shares Eleven Dollars and Fifty Cents ($11.50) per share in cash, without interest (the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Per Share Merger Consideration”). Each ; (iv) each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time shall be treated as set forth in Section 5.3(a) of this Agreement; (v) each Company Stock-Based Award that is outstanding and unexercised as of immediately prior to the Effective Time shall be treated as set forth in Section 5.3(b) of this Agreement; and (vi) each share of Company Limited Voting Stock the common stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall automatically be converted into one (1) share of common stock of the Surviving Corporation. (b) During the period from the date of this Agreement through the Effective Time: (i) the outstanding shares of Company Common Stock shall not be changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, combination or consolidation of shares, reclassification, recapitalization or other similar transaction; and (ii) the Company shall not declare a stock dividend during such period, or a record date with respect to any such event during such period. (c) Notwithstanding anything in this Agreement to the contrary, any Dissenting Shares shall not be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”Per Share Merger Consideration provided for in Section 1.5(a)(iii), of Parent equal but shall instead be converted into the right to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer receive such consideration as may be outstanding and shall automatically determined to be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights due with respect to any such Company Common Stock Dissenting Shares pursuant to the applicable provisions of the CGCL. Each holder of Dissenting Shares who, pursuant to the applicable provisions of the CGCL, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Chapter 13 of the CGCL (but only after the value therefor has been agreed upon or Company Limited Voting Stock other than finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive the Parent Per Share Merger Consideration as if such shares never had been Dissenting Shares, and Parent shall issue and deliver to the holder thereof, at (or LVS Merger Considerationas promptly as reasonably practicable after) the satisfaction of the applicable conditions set forth in Section 1.7, the total amount of cash consideration to which such holder would be entitled in respect thereof under Section 1.5(a)(iii) as the case may be, in accordance with Section 3.4, including the right, if any, such shares never had been Dissenting Shares (and all such cash shall be deemed for all purposes of this Agreement to receive, have become deliverable to such holder pursuant to Section 3.91.5(a)(iii)). The Company shall give Parent (i) reasonably prompt notice of any demands for appraisal received by the Company, cash withdrawals of such demands, and any other instruments served pursuant to the applicable provisions of the CGCL and received by the Company, and (ii) the right to participate in lieu all negotiations and proceedings with respect to demands for appraisal under the applicable provisions of fractional shares the CGCL. The Company shall not, except with the prior written consent of Parent Common Stock into (which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b)consent shall not be unreasonably withheld, together with conditioned or delayed) or as otherwise required under the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance applicable provisions of the Parent Merger Consideration CGCL, voluntarily make any payment or the LVS Merger Consideration shall be subject offer to the restrictions on ownership and transfer set forth make any payment with respect to, or settle or offer to settle, any claim or demand in the Parent Charterrespect of any Dissenting Shares.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, $0.001 par value per share, of the Company Common Stock (“Company Shares”) issued and outstanding outstanding, on a fully-diluted basis, immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(aCompany Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares (as defined below)) shall automatically be converted into and represent the right to receive 0.3822 (subject to the provisions of Section 1.6) such number of shares of common stock, par value $0.00001 per share, of the Parent (“Parent Common Stock”) as is equal to the Common Conversion Ratio (as defined below). An aggregate of 16,666,667 shares of Parent Common Stock, on a fully-diluted basis, shall be issued to the security holders of the Company in connection with the Merger. (b) The “Common Conversion Ratio” shall be obtained by dividing (i) 16,666,667 shares of Parent Common Stock by (ii) the total number of outstanding Company Shares immediately prior to the Effective Time on a fully diluted basis after giving effect to the exercise of all outstanding common stock purchase warrants (“Warrants”), the exercise of all outstanding options to purchase Company Shares (“Options”), the conversion into Company Shares of all issued and outstanding shares of preferred stock, $0.001 par value per share, of the Company (“Company Preferred”) and all other rights to acquire Company Shares. The parties agree that the Common Conversion Ratio shall be 1.7064515 shares of Parent Common Stock for every one Company Share The Company Stockholders shall be entitled to receive immediately 95% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (the “Exchange RatioInitial Shares”) pro rata in accordance with their respective holdings of Company shares immediately prior to the Closing; the remaining 5% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement and, if and as released from escrow, will be distributed to the Company Stockholders pro rata according to their holdings of the Initial Shares as of the Closing. The Initial Shares and the Escrow Shares shall together be referred to herein as the “Merger Shares.” (c) Parent Options, as that term is defined in Section 1.8(a) below, to purchase 2,376,807 shares of Parent Common Stock shall be issued in exchange for outstanding Options to purchase Company Shares. (d) Each issued and outstanding share of common stock, par value $0.001 per share (the “Parent Common Stock”)share, of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time Acquisition Subsidiary shall automatically be converted into the right to receive a number one validly issued, fully paid and nonassessable share of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books common stock of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent CharterSurviving Corporation.

Conversion of Company Securities. (i) Each share of Company Common Stock issued and outstanding immediately prior to the REIT Merger Effective Time (other than shares to be canceled in accordance with Section 3.1(a)) shall automatically be converted into the right to receive 0.3822 shares 0.362 Parent Common Shares (the “Common Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 3.4 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS REIT Common Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) with respect to such Company Common Stock that immediately prior to the REIT Merger Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS REIT Common Merger Consideration, as the case may be, in accordance with Section 3.43.5, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock Shares into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b3.1(b)(i), together with the amounts, if any, payable pursuant to Section 3.4(d3.5(d). Notwithstanding anything herein Subject to the contrarySection 6.20, the issuance of the Parent Merger Consideration or the LVS REIT Common Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent CharterDeclaration of Trust. (ii) Each share of Company Series A Preferred Stock issued and outstanding immediately prior to the REIT Merger Effective Time shall automatically be converted into the right to receive from Parent LP a number of Parent Series A Preferred Shares equal to one (1) Parent Series A Preferred Share (such share, the “REIT Preferred Merger Consideration”). All shares of Company Series A Preferred Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate or Book-Entry Share with respect to such Company Series A Preferred Stock that immediately prior to the REIT Merger Effective Time represented shares of Company Series A Preferred Stock shall cease to have any rights with respect to such Company Series A Preferred Stock other than the right to receive the REIT Preferred Merger Consideration, as the case may be, in accordance with Section 3.5. Subject to Section 6.20, the issuance of the REIT Preferred Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Declaration of Trust.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, $0.01 par value per share, of the Company Common Stock (“Company Shares”) issued and outstanding outstanding, on a fully-diluted basis, immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(aCompany Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares (as defined below)) shall automatically be converted into and represent the right to receive 0.3822 (subject to the provisions of Section 1.6) such number of shares (the “Exchange Ratio”) of common stock, par value $0.001 per share share, of the Parent (the “Parent Common Stock”), of Parent, subject ) as is equal to adjustment the Common Conversion Ratio (as provided in Section 3.3 (the “Parent Merger Consideration”defined below). Each share An aggregate of 18,100,000 shares of Parent Common Stock and warrants to purchase 7,100,000 shares of Parent Common Stock shall be issued to the security holders of the Company Limited Voting in connection with the Merger (after giving effect to the Stock issued and Split). (b) The “Common Conversion Ratio” shall be obtained by dividing (i) 25,200,000 shares of Parent Common Stock by (ii) the total number of outstanding Company Shares immediately prior to the Effective Time on a fully diluted basis after giving pro forma effect to the exercise of all outstanding common stock purchase warrants (“Warrants”), the exercise of all outstanding options to purchase Company Shares (“Options”) and the conversion or exercise of all other rights to acquire Company Shares. The parties agree that the Common Conversion Ratio shall automatically be converted into the right one (1) share of Parent Common Stock for every one Company Share. The Company Stockholders shall be entitled to receive a number immediately 95% of the shares of limited voting Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (the “Initial Shares”) pro rata in accordance with their respective holdings of Company Shares immediately prior to the Closing; the remaining 5% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms of the Escrow Agreement and, if and as released from escrow, will be distributed to the Company Stockholders pro rata according to their holdings of the Initial Shares as of the Closing. The Initial Shares and the Escrow Shares shall together be referred to herein as the “Merger Shares.” (c) Each issued and outstanding share of common stock, par value $0.001 per share (the “Parent Limited Voting Stock”)share, of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares Acquisition Subsidiary shall be converted into one validly issued, fully paid and nonassessable share of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books common stock of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent CharterSurviving Corporation.

Conversion of Company Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subsidiary, the Company or the holders of any of the following securities: (i) Each share of the Voting Common Stock, par value $1.00 per share, of the Company (the "Company Voting Common Stock") and each share of the Non-Voting Common Stock, par value $1.00 per share, of the Company (the "Company Non-Voting Common Stock" and, collectively with the Company Voting Common Stock , the "Company Common Stock 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(b) and any Dissenting Shares of Company Common Stock), shall, subject to proration as provided in accordance Section 2.2 and subject to Section 2.8, be converted into one of the following (the "Per Common Share Merger Consideration"): (a) for each share of Company Common Stock with Section 3.1(arespect to which no Rollover Election has been effectively made or with respect to which a Rollover Election has been properly revoked, the right to receive cash in an amount equal to the Share Price (the "Cash Stockholder Merger Consideration"); or (b) for each share of Company Common Stock with respect to which a Rollover Election has been effectively made and not revoked, the right to receive one share of Parent Stock multiplied by the Exchange Ratio (the "Rollover Stockholder Merger Consideration"). (ii) Each share of the Preferred Stock, par value $100 per share, of the Company (the "Preferred Stock") issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive 0.3822 shares cash in an amount equal to the Per Preferred Share Merger Consideration. (iii) Each Vested Option issued and outstanding immediately prior to the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock”), of ParentEffective Time shall, subject to adjustment as provided Section 2.8, be converted into the right to receive cash in Section 3.3 an amount equal to the Share Price minus the exercise price of such Vested Option (the “Parent "Per Option Merger Consideration”"). Each share of other Option Security or Convertible Security issued by the Company Limited Voting Stock issued and outstanding immediately prior to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (the “Parent Limited Voting Stock”), of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). iv) All shares of Company Common Stock and Company Limited Voting Stock, when so converted, Preferred Stock (the "Shares") and all Vested Options issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each certificates previously evidencing any such Shares (each, a "Share Certificate") and instruments or certificates previously evidencing any such Vested Options (each, an "Option Certificate") shall thereafter represent, subject to Section 2.8, the right to receive, as applicable, upon the surrender of such Certificate in accordance with the provisions of Section 2.3, the Per Common Share Merger Consideration or the Per Preferred Share Merger Consideration attributable to the number of Shares represented by such Share Certificate or the Per Option Merger Consideration attributable to the number of Vested Options represented by such Option Certificate, as the case may be, and a holder of a certificate more than one Certificate shall have, subject to Section 2.8, the right to receive the Merger Consideration attributable to the number of Shares and/or Vested Options represented by all such Certificates (a “Certificate”) or book-entry share registered in the transfer books "Exchange Merger Consideration"). The holders of the Company (a “Book-Entry Share”) that Certificates previously evidencing Shares and Vested Options outstanding immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Shares and Vested Options except as otherwise provided herein or by Applicable Law. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subsidiary, the Company Common or the holders thereof, each Share held in the treasury of the Company and each Share and Option Security owned by Parent or any direct or indirect Subsidiary of Parent immediately prior to the Effective Time shall automatically be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (c) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subsidiary, the Company or the holders thereof, each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall continue to be outstanding and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (d) In lieu of issuing fractional shares, Parent may convert a Stockholder's right to receive shares of Parent Stock or Company Limited Voting Stock other than the pursuant to Section 2.1(a)(i)(b) into a right to receive the highest whole number of shares of Parent Stock constituting the aggregate Rollover Stockholder Merger Consideration or LVS to which such Stockholder is entitled plus cash equal to the fraction of a share of Parent Stock to which such Stockholder would otherwise be entitled multiplied by the Determination Price, and the aggregate Rollover Stockholder Merger ConsiderationConsideration to which such Stockholder is entitled shall be deemed to be such number of shares of Parent Stock plus such cash. For purposes of carrying out the intent of this Section 2.1(d), as Parent may aggregate Certificates registered in the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu name of any single Stockholder so that fractional shares of Parent Common Stock into which such due in exchange for multiple Certificates may be combined to yield a number of whole shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject to the restrictions on ownership and transfer set forth in the Parent Charterthereof plus a single fraction.

Conversion of Company Securities. Each (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Company Shareholder: (i) any shares of Company Common Stock held by the Company or by any wholly owned Subsidiary of the Company immediately prior to the Effective Time shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any shares of Company Common Stock held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent immediately prior to the Effective Time shall be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses “(i)” and “(ii)” above and subject to Section 1.5(c), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than including any shares to be canceled in accordance with Section 3.1(a)of Company Common Stock issued upon exercise of Company Options or the vesting and settlement of Company RSUs before the Effective Time but excluding any Dissenting Shares) shall automatically be converted into the right to receive 0.3822 shares Thirteen Dollars ($13.00) per share in cash, without interest (the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Per Share Merger Consideration”). Each , shall be automatically cancelled and no longer outstanding, and each holder of a certificate (or evidence of shares in book-entry form) which immediately prior to the Effective Time represented any such share of Company Limited Voting Common Stock shall thereafter only represent the right to receive the Per Share Merger Consideration to be issued or paid in accordance herewith without interest; (iv) each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time shall be treated as set forth in Section 5.3(a) of this Agreement; (v) each Company Stock-Based Award that is outstanding and unexercised as of immediately prior to the Effective Time shall be treated as set forth in Section 5.3(b) of this Agreement; and (vi) each share of the common stock of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall automatically be converted into one (1) share of common stock of the Surviving Corporation. (b) During the period from the date of this Agreement through the Effective Time: (i) the outstanding shares of Company Common Stock shall not be changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, combination or consolidation of shares, reclassification, recapitalization or other similar transaction; and (ii) the Company shall not declare a stock dividend during such period, or a record date with respect to any such event during such period. In the event any of the foregoing transactions became permitted and occurred, the Per Share Merger Consideration shall be appropriately adjusted to reflect such change. (c) Notwithstanding anything in this Agreement to the contrary, any Dissenting Shares shall not be converted into the right to receive a number of shares of limited voting stock, par value $0.001 per share (the “Parent Limited Voting Stock”Per Share Merger Consideration provided for in Section 1.5(a)(iii), of Parent equal but shall instead be converted into the right to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer receive such consideration as may be outstanding and shall automatically determined to be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights due with respect to any such Company Common Stock Dissenting Shares pursuant to the applicable provisions of the CGCL. Each holder of Dissenting Shares who, pursuant to the applicable provisions of the CGCL, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Chapter 13 of the CGCL (but only after the value therefor has been agreed upon or Company Limited Voting Stock other than finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be converted into the right to receive the Parent Per Share Merger Consideration as if such shares never had been Dissenting Shares, and Parent shall issue and deliver to the holder thereof, at (or LVS Merger Considerationas promptly as reasonably practicable after) the satisfaction of the applicable conditions set forth in Section 1.7, the total amount of cash consideration to which such holder would be entitled in respect thereof under Section 1.5(a)(iii) as the case may be, in accordance with Section 3.4, including the right, if any, such shares never had been Dissenting Shares (and all such cash shall be deemed for all purposes of this Agreement to receive, have become deliverable to such holder pursuant to Section 3.91.5(a)(iii)). The Company shall give Parent (i) reasonably prompt notice of any demands for appraisal received by the Company, cash withdrawals of such demands, and any other instruments served pursuant to the applicable provisions of the CGCL and received by the Company, and (ii) the right to participate in lieu all negotiations and proceedings with respect to demands for appraisal under the applicable provisions of fractional shares the CGCL. The Company shall not, except with the prior written consent of Parent Common Stock into (which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b)consent shall not be unreasonably withheld, together with conditioned or delayed) or as otherwise required under the amounts, if any, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance applicable provisions of the Parent Merger Consideration CGCL, voluntarily make any payment or the LVS Merger Consideration shall be subject offer to the restrictions on ownership and transfer set forth make any payment with respect to, or settle or offer to settle, any claim or demand in the Parent Charterrespect of any Dissenting Shares.

Conversion of Company Securities. At the F-Reorg Time, by virtue of the F-Reorg Merger and without any action on the part of Plus Holdings, Prime Merger Sub, the Company or the holders of any of the following securities: (i) Each share of Company Common Stock Ordinary Share (including Company Restricted Shares), Company Series A-1 Preferred Share, Company Series A-2 Preferred Share, Company Series A-3 Preferred Share, Company Series A-4 Preferred Share, Company Series B Preferred Share, Company Series C Preferred Share and Company Series C-1 Preferred Share, that in each case is issued and outstanding immediately prior to the Effective F-Reorg Time (other than shares to shall, as of the F-Reorg Time, be canceled in accordance with Section 3.1(aby virtue of the F-Reorg Merger and converted into the right to receive, respectively, a Plus Holdings Ordinary Share, Plus Holdings Series A-1 Preferred Share, Plus Holdings Series A-2 Preferred Share, Plus Holdings Series A-3 Preferred Share, Plus Holdings Series A-4 Preferred Share, Plus Holdings Series B Preferred Share, Plus Holdings Series C Preferred Share or Plus Holdings Series C-1 Preferred Share (which consideration shall hereinafter be referred to as the “Company Share Consideration”); provided, that each Company Restricted Share is converted into a Plus Holdings Share that has and is subject to substantially the same terms and conditions (including vesting terms) shall automatically be as were applicable to such Company Restricted Share immediately before the F-Reorg Time. All of the Company Shares converted into the right to receive 0.3822 shares (the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior Plus Holdings Shares pursuant to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stockforegoing sentence shall, par value $0.001 per share (the “Parent Limited Voting Stock”)in each case, of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be issued and outstanding and shall automatically be cancelled and retired and shall cease to exist, the register of members of Company shall be updated promptly at the F-Reorg Time to reflect such cancellations, and each holder of a share certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of previously representing any such Company Common Stock or Company Limited Voting Stock Shares shall thereafter cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than securities, except the right to receive the Parent Merger Consideration or LVS Merger Consideration, as Plus Holdings Shares into which such Company Ordinary Shares shall have been converted in the case may beF-Reorg Merger, in accordance with this Section 3.4, including 3.01(a)(i) and as otherwise provided under the rightCayman Companies Act. (ii) Each Company Share held in the treasury of the Company as treasury shares, if any, shall be canceled by virtue of the F-Reorg Merger without any conversion thereof, and no payment or distribution shall be made with respect thereto. (iii) Each Prime Merger Sub Ordinary Share issued and outstanding immediately prior to receivethe F-Reorg Time shall, pursuant as of the F-Reorg Time, be converted into and exchanged for one validly issued, fully paid and nonassessable Company Ordinary Share. (iv) The Company Assumed Convertible Securities will be assumed by Plus Holdings in accordance with their terms and converted into the right to Section 3.9receive the same number and type of securities in Plus Holdings having and being subject to substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to such Company Assumed Convertible Securities immediately before the F-Reorg Time, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant number of Plus Holdings Shares subject to Section 3.4(d). Notwithstanding anything herein each Plus Holdings Assumed Convertible Security and the per share exercise price of each Plus Holdings Assumed Convertible Security each equal to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject same with respect to the restrictions on ownership and transfer set forth in applicable converted Company Assumed Convertible Security immediately before the Parent CharterF-Reorg Time.

Conversion of Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of any Party or the holder of any of the following securities: (a) Each share of common stock, $0.001 par value per share, of the Company Common Stock (“Company Shares”) issued and outstanding outstanding, on a fully-diluted basis, immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 3.1(aCompany Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares (as defined below)) shall automatically be converted into and represent the right to receive 0.3822 (subject to the provisions of Section 1.6) such number of shares (the “Exchange Ratio”) of common stock, par value $0.001 per share share, of the Parent (the “Parent Common Stock”), of Parent, subject ) as is equal to adjustment the Common Conversion Ratio (as provided in Section 3.3 (the “Parent Merger Consideration”defined below). Each share An aggregate of 16,000,000 shares of Parent Common Stock shall be issued to the security holders of the Company Limited Voting in connection with the Merger. (b) The “Common Conversion Ratio” shall be obtained by dividing (i) 200 shares of Parent Common Stock issued and by (ii) the total number of outstanding Company Shares immediately prior to the Effective Time on a fully diluted basis after giving pro forma effect to the exercise of all outstanding common stock purchase warrants (“Warrants”), the exercise of all outstanding options to purchase Company Shares (“Options”) and the conversion or exercise of all other rights to acquire Company Shares. The parties agree that the Common Conversion Ratio shall automatically be converted into the right 80,000 shares of Parent Common Stock for every one Company Share. (a) The Company Stockholders other than ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be entitled to receive a number immediately 100% of the shares of limited voting stock, par value $0.001 per share Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5 (the “Initial Shares”) and (b) ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall be entitled to receive immediately 95% of the shares of Parent Limited Voting StockCommon Stock into which his Company Shares were converted pursuant to this Section 1.5 (the “DM Initial Shares”); the remaining 5% of the shares of Parent Common Stock into which the Company Shares of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of Parent equal in accordance with the terms of the Escrow Agreement. The Initial Shares, the DM Initial Shares and the Escrow Shares shall together be referred to the Exchange Ratio (herein as the “LVS Merger ConsiderationShares.”). All shares (c) The Parent shall deliver certificates for the Initial Shares and DM Initial Shares to each stockholder of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (a “Certificate”) or book-entry share registered in the transfer books record of the Company immediately prior to the Effective Time entitled thereto (a collectively, the “Book-Entry ShareCompany Stockholders”) who shall present a certificate that immediately prior to the Effective Time represented shares of Company Common Stock or Company Limited Voting Stock shall cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than the right to receive the Parent Shares converted into Merger Consideration or LVS Merger Consideration, as the case may be, in accordance with Section 3.4, including the right, if any, to receive, pursuant to Section 3.9, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted Shares pursuant to this Section 3.1(b1.5 (“Certificates”) to the Parent or the Surviving Corporation or the Parent’s transfer agent and shall deliver Parent Warrants (as defined below) to the applicable holders of Warrants (as defined below), together with the amountsas contemplated by Section 1.8(d); (d) Each issued and outstanding share of common stock, if anypar value $0.001 per share, payable pursuant to Section 3.4(d). Notwithstanding anything herein to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration Acquisition Subsidiary shall be subject to converted into one validly issued, fully paid and nonassessable share of common stock of the restrictions on ownership and transfer set forth in the Parent CharterSurviving Corporation.

Conversion of Company Securities. At the F-Reorg Time, by virtue of the F-Reorg Merger and without any action on the part of Plus Holdings, Prime Merger Sub, the Company or the holders of any of the following securities: (i) Each share of Company Common Stock Ordinary Share (including Company Restricted Shares), Company Series A-1 Preferred Share, Company Series A-2 Preferred Share, Company Series A-3 Preferred Share, Company Series A-4 Preferred Share, Company Series B Preferred Share and Company Series C Preferred Share, that in each case is issued and outstanding immediately prior to the Effective F-Reorg Time (other than shares to shall, as of the F-Reorg Time, be canceled in accordance with Section 3.1(aby virtue of the F-Reorg Merger and converted into the right to receive, respectively, a Plus Holdings Ordinary Share, Plus Holdings Series A-1 Preferred Share, Plus Holdings Series A-2 Preferred Share, Plus Holdings Series A-3 Preferred Share, Plus Holdings Series A-4 Preferred Share, Plus Holdings Series B Preferred Share or Plus Holdings Series C Preferred Share (which consideration shall hereinafter be referred to as the “Company Share Consideration”); provided, that each Company Restricted Share is converted into a Plus Holdings Share that has and is subject to substantially the same terms and conditions (including vesting terms) shall automatically be as were applicable to such Company Restricted Share immediately before the F-Reorg Time. All of the Company Shares converted into the right to receive 0.3822 shares (the “Exchange Ratio”) of common stock, par value $0.001 per share (the “Parent Common Stock”), of Parent, subject to adjustment as provided in Section 3.3 (the “Parent Merger Consideration”). Each share of Company Limited Voting Stock issued and outstanding immediately prior Plus Holdings Shares pursuant to the Effective Time shall automatically be converted into the right to receive a number of shares of limited voting stockforegoing sentence shall, par value $0.001 per share (the “Parent Limited Voting Stock”)in each case, of Parent equal to the Exchange Ratio (the “LVS Merger Consideration”). All shares of Company Common Stock and Company Limited Voting Stock, when so converted, shall no longer be issued and outstanding and shall automatically be cancelled and retired and shall cease to exist, the register of members of Company shall be updated promptly at the F-Reorg Time to reflect such cancellations, and each holder of a share certificate (a “Certificate”) or book-entry share registered in the transfer books of the Company (a “Book-Entry Share”) that immediately prior to the Effective Time represented shares of previously representing any such Company Common Stock or Company Limited Voting Stock Shares shall thereafter cease to have any rights with respect to such Company Common Stock or Company Limited Voting Stock other than securities, except the right to receive the Parent Merger Consideration or LVS Merger Consideration, as Plus Holdings Shares into which such Company Ordinary Shares shall have been converted in the case may beF-Reorg Merger, in accordance with this Section 3.4, including 3.01(a)(i) and as otherwise provided under the rightCayman Companies Act. (ii) Each Company Share held in the treasury of the Company as treasury shares, if any, shall be canceled by virtue of the F-Reorg Merger without any conversion thereof, and no payment or distribution shall be made with respect thereto. (iii) Each Prime Merger Sub Ordinary Share issued and outstanding immediately prior to receivethe F-Reorg Time shall, pursuant as of the F-Reorg Time, be converted into and exchanged for one validly issued, fully paid and nonassessable Company Ordinary Share. (iv) The Company Assumed Convertible Securities will be assumed by Plus Holdings in accordance with their terms and converted into the right to Section 3.9receive the same number and type of securities in Plus Holdings having and being subject to substantially the same terms and conditions (including vesting and exercisability terms) as were applicable to such Company Assumed Convertible Securities immediately before the F-Reorg Time, cash in lieu of fractional shares of Parent Common Stock into which such shares of Company Common Stock have been converted pursuant to this Section 3.1(b), together with the amounts, if any, payable pursuant number of Plus Holdings Shares subject to Section 3.4(d). Notwithstanding anything herein each Plus Holdings Assumed Convertible Security and the per share exercise price of each Plus Holdings Assumed Convertible Security each equal to the contrary, the issuance of the Parent Merger Consideration or the LVS Merger Consideration shall be subject same with respect to the restrictions on ownership and transfer set forth in applicable converted Company Assumed Convertible Security immediately before the Parent CharterF-Reorg Time.