Common use of Conversion of Company Securities Clause in Contracts

Conversion of Company Securities. 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 Share and Company Option (as defined below) validly issued and outstanding immediately before the Effective Time (other than Appraisal Shares, as defined in Section 2.1.6, and those Company Shares referred to in Section 2.1.2), will, without any action on the part of the holder thereof (except as set forth in this Section 2.1.3) 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 (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 “Option Holder”), for Company Shares; provided that the right of the 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, (ii) any previous loans or advances to such Option Holder related to the previous acquisition of Company Shares by the exercise of options which occurred in 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 “Option Advances”), which shall be treated as a partial payment of the Per Share Cash Consideration due the former Option Holder. At the Effective Time, all Company Shares will be cancelled and will cease to exist and each certificate (a “Certificate”) previously representing any Company Shares will represent only the right to receive the applicable 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 of the Option Holders, the amount of Option Advances. The numbers used below and in the pro forma calculations in the attached Schedule 2.1, each rounded to the nearest dollar are for purposes of illustration of the Per Share Cash Consideration only and will be adjusted and 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 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. Subject to the limitations on payments and the timing Each share of payments as set forth in Section 2.2, Section 2.3 and Article VIII, each Company Share and Company Option (as defined below) validly Common Stock issued and outstanding immediately before prior to the Company Merger Effective Time (other than Appraisal including Company Common Stock issued in respect of Company Incentive Awards pursuant to Section 2.4(b) and excluding any shares canceled pursuant to Section 2.2(a)(i) and any Dissenting Shares) shall be converted into the right to receive, as defined in Section 2.1.6, and those Company Shares referred to accordance with the terms of this Agreement: (A) $6.41 in Section 2.1.2), willcash, without any action on interest, from Parent (such amount of cash, the part of the holder thereof (except as set forth in this Section 2.1.3) be converted into, or with respect to Company Options, cancelled in exchange for, their respective conversion payment (“Conversion PaymentParent Cash Consideration”), plus (B) subject to the proviso in Section 2.3(c), $1.20 in cash, without interest, from Parent External Adviser, acting solely on its own behalf (such amount of cash, the “Parent External Adviser Cash Consideration”), plus (C) $2.45 in cash, minus the Mortgage Manager TSA Insurance Amount, without interest, which will amount represents such per share amount of cash consideration to be calculated paid pursuant to the Mortgage Manager Purchase Agreement and which amount shall be freely available cash in the Company at the time of the Closing without giving effect to and prior to (i) any adjustments or payments contemplated by the Mortgage Manager Purchase Agreement or (ii) any debt repayments required or caused by the Merger, this Agreement or the Mortgage Manager Purchase Agreement or the transactions contemplated hereby or thereby (such amount of cash, the “Mortgage Manager Cash Consideration”), plus (D) the Make-up Dividend Amount, if any (together with the Parent Cash Consideration, the Parent External Adviser Cash Consideration and the Mortgage Manager Cash Consideration, the “Cash Consideration”) plus (E) 0.483 (such ratio, as follows: may be adjusted pursuant to Section 2.2(b), the “Exchange Ratio”) of a validly issued, fully paid and non-assessable share of Parent Common Stock (aand, if applicable, cash in lieu of fractional shares of Parent Common Stock payable in accordance with Section 2.2(c) and such share of Parent Common Stock and any such cash in lieu of fractional shares, together with the Cash Consideration, the “Merger Consideration”). Each share of Company common stock, no par value (the “Company Common Shares”), issued and outstanding immediately before the Effective Time will convert Stock to be converted into the right to receive (ithe Merger Consideration as provided in this Section 2.2(a)(ii) an amount in cash equal shall no longer be outstanding and shall be automatically canceled and shall cease to the Per Share Cash Consideration (as defined below), (ii) the Per Share Stock Consideration (as defined below)exist, and the holders of certificates (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 “Option HolderCertificates”), for Company ) or book-entry shares (“Book-Entry Shares; provided that the right of the 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, (ii) any previous loans or advances to such Option Holder related to the previous acquisition of Company Shares by the exercise of options which occurred in 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 “Option Advances”), which immediately prior to the Company Merger Effective Time represented such Company Common Stock, shall be treated as a partial payment of the Per Share Cash Consideration due the former Option Holder. At the Effective Time, all Company Shares will be cancelled and will cease to exist and each certificate (a “Certificate”) previously representing have any rights with respect to such Company Shares will represent only Common Stock other than the right to receive the applicable Conversion Payment as provided by this Section 2.1.3. The amount that the holders receive, upon surrender of Company such Certificates or Book-Entry 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 of the Option Holders, the amount of Option Advances. The numbers used below and in the pro forma calculations in the attached Schedule 2.1, each rounded to the nearest dollar are for purposes of illustration of the Per Share Cash Consideration only and will be adjusted and set forth in the final Schedule 2.1, which will be determined in accordance with Section 2.3, the following procedures, adjustments, and definitions and when approved in writing by Parent 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:Merger Consideration.

Conversion of Company Securities. 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 Share and Company Option (as defined below) validly issued and outstanding immediately before At the Effective Time (other than Appraisal SharesTime, as defined in Section 2.1.6, by virtue of the Merger and those Company Shares referred to in Section 2.1.2), will, without any action on the part of Parent, Merger Sub, the holder thereof (except as set forth in this Section 2.1.3) be converted into, Company or with respect to the holders of shares of Company Options, cancelled in exchange for, their respective conversion payment (“Conversion Payment”), which will be calculated as followsCommon Stock: (ai) Each share of Company common stock, no par value (the “Company Common Shares”), Stock issued and outstanding immediately before prior to the Effective Time (other than 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 convert be converted into and represent the right to receive (i) an amount in cash 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 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 “Option Holder”), for Company Shares; provided that the right of the 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, (ii) any previous loans or advances to such Option Holder related to the previous acquisition of Company Shares by the exercise of options which occurred in 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 “Option Advances”), which shall be treated as a partial payment of the Per Share Cash Consideration due the former Option HolderExchange Ratio. At the Effective Time, all such shares of Company Shares Common Stock will no longer be cancelled outstanding and will automatically be canceled and retired and will cease to exist exist, and each holder of a certificate (a “Certificate”) previously representing any Company Shares such shares will represent only cease to have any rights with respect thereto, except the right to receive the applicable Conversion Payment as provided by shares of Parent Series A Stock to be issued pursuant to this Section 2.1.3. The amount that 2.3(a)(i) (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 holders surrender of Company Shares are entitled to receive at Closing under this such certificate in accordance with Section 2.1.3 will be reduced by their pro rata share of (i) the Escrow Amount (as defined in Section 2.2.1)2.4, without interest. (ii) Each share of Company Common Stock (not including any common stock of the Employee Retention Pool Amount Surviving Corporation that is issued under Section 2.3(b)) that immediately prior to the Effective Time is (as defined x) owned of record by Parent, Merger Sub or any Wholly-Owned Subsidiary of Parent or (y) held in Section 2.2.2)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) in Each share of Company Common Stock that immediately prior to the case Effective Time is owned of record by LSAT or any Wholly-Owned Subsidiary of LSAT, if any, will by virtue of the Option HoldersMerger, and without any further act on the amount part of Option Advances. The numbers used below any holder thereof, remain as an issued and in outstanding share of common stock of the pro forma calculations in the attached Schedule 2.1, each rounded Surviving Corporation. (iv) Each share of Company Preferred Stock issued and outstanding immediately prior to the nearest dollar are for purposes of illustration Effective Time, will, by virtue of the Per Share Cash Consideration only 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 be adjusted 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 final Schedule 2.1certificate 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 as provided in the Certificate of Designations for the Company Series A Preferred Stock, but will be convertible into that number of shares of Parent Series A Stock determined in accordance by multiplying the number of shares of Company Common Stock issuable upon exchange of such share of Series A Preferred Stock at the Effective Time by the Exchange Ratio (rounded up to the nearest whole number of shares, with the following procedures, adjustments, and definitions and when approved in writing by Parent 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(ano cash being payable for such fractional share)) $[•] (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. 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 Share and Company Option (as defined below) validly issued and outstanding immediately before At the Effective Time (other than Appraisal SharesTime, as defined in Section 2.1.6, by virtue of the Merger and those Company Shares referred to in Section 2.1.2), will, without any action on the part of the holder thereof (except as set forth in this Section 2.1.3) be converted intoCompany, Merger Sub, Buyer, the Stockholders, the Warrant Holders or with respect to Company Options, cancelled in exchange for, their respective conversion payment (“Conversion Payment”), which will be calculated as followsthe Option Holders: (a) Each share of Company common stock, no par value (the “Company Common Shares”), stock of Merger Sub issued and outstanding immediately before prior to the Effective Time will convert shall 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 (ithe “Common Stock Consideration”); (d) an amount 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 sum in cash equal to the Per Share Cash Consideration Liquidation Preference (as defined below)in the Company’s amended and restated certificate of incorporation, (iias amended through the date of this Agreement) plus any accrued and unpaid dividends, if any, through the Per Share Stock Consideration (as defined below)Effective Time, 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 payable to the holder thereof, without interest; (such person, e) Each Warrant issued and outstanding immediately prior to the “Option Holder”), for Company Shares; provided that Effective Time shall become exercisable (by way of a cashless exercise) into the right of the 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, (ii) any previous loans or advances to such Option Holder related a sum in cash equal to the previous acquisition Warrant Cancellation Payment, without interest. Upon surrender of Company Shares by the exercise of options which occurred such Warrants in April 2008accordance with this Agreement, such Warrants shall no longer be outstanding 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 “Option Advances”), which shall be treated as a partial payment of the Per Share Cash Consideration due the former Option Holder. At the Effective Time, all Company Shares will automatically be cancelled and will shall cease to exist exist, and each certificate (a “Certificate”) previously representing former Warrant Holder shall cease to have any Company Shares will represent only rights with respect thereto, other than the right to receive the applicable Conversion Payment as provided by 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 2.1.3. The amount that 2.1(e) shall be net of all applicable withholding and excise taxes; (f) Each Option issued and outstanding immediately prior to the holders Effective Time, whether or not then exercisable, shall fully vest and become exercisable (by way of Company Shares are entitled a cashless exercise) into the right 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 a sum in Section 2.2.1), (ii) the Employee Retention Pool Amount (as defined in Section 2.2.2), and (iii) in the case of cash equal to the Option HoldersCancellation Payment, the amount without interest. Upon surrender of Option Advances. The numbers used below and in the pro forma calculations in the attached Schedule 2.1, each rounded to the nearest dollar are for purposes of illustration of the Per Share Cash Consideration only and will be adjusted and set forth in the final Schedule 2.1, which will be determined such Options in accordance with the following proceduresthis Agreement, adjustmentssuch Options shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and definitions and when approved in writing by Parent and each former Option Holder shall cease to have any rights with respect thereto, other than the right to receive the consideration set forth herein. The Company before Closing will be shall use its commercially reasonable efforts to take all actions necessary to effectuate 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:foregoing. Any

Conversion of Company Securities. 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 Share and Company Option (as defined below) validly issued and outstanding immediately before the Effective Time (other than Appraisal Shares, as defined in Section 2.1.6, and those Company Shares referred to in Section 2.1.2), will, without any action on the part of the holder thereof (except as set forth in this Section 2.1.3) 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 (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 “Option Holder”), for Company Shares; provided that the right of the 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, (ii) any previous loans or advances to such Option Holder related to the previous acquisition of Company Shares by the exercise of options which occurred in 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 “Option Advances”), which shall be treated as a partial payment of the Per Share Cash Consideration due the former Option Holder. At the Effective Time, all Company Shares will be cancelled and will cease to exist and each certificate (a “Certificate”) previously representing any Company Shares will represent only the right to receive the applicable 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 of the Option Holders, the amount of Option Advances. The numbers used below and in the pro forma calculations in the attached Schedule 2.1, each rounded to the nearest dollar are for purposes of illustration of the Per Share Cash Consideration only and will be adjusted and 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 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. 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 Share and Company Option (as defined below) validly issued and outstanding immediately before the Effective Time (other than Appraisal Shares, as defined in Section 2.1.6, and those Company Shares referred to in Section 2.1.2), will, without any action on the part of the holder thereof (except as set forth in this Section 2.1.3) 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 (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 “Option Holder”), for Company Shares; provided that the right of the 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, (ii) any previous loans or advances to such Option Holder related to the previous acquisition of Company Shares by the exercise of options which occurred in April 2008options, 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 “Option Advances”), which shall be treated as a partial payment of the Per Share Cash Consideration due the former Option Holder. At the Effective Time, all Company Shares will be cancelled and will cease to exist and each certificate (a “Certificate”) previously representing any Company Shares will represent only the right to receive the applicable 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 of the Option Holders, the amount of Option Advances. The numbers used below and in the pro forma calculations in the attached Schedule 2.1, each rounded to the nearest dollar are for purposes of illustration of the Per Share Cash Consideration only and will be adjusted and 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 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)) $$ [•] (iv) Less: Expenses $[•]Expenses (v) Subtotal: Gross Distributable Cash Amount (defined below) $$ [•] (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. 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 Share and Company Option (as defined belowa) validly issued and outstanding immediately before At the Effective Time (other than Appraisal SharesTime, as defined in Section 2.1.6, by virtue of the Merger and those Company Shares referred to in Section 2.1.2), will, without any action on the part of the holder thereof (except as set forth in this Section 2.1.3) be converted intoCompany, Merger Sub, Buyer, the Stockholders or with respect to Company Optionsthe Option Holders, cancelled in exchange for, their respective conversion payment (“Conversion Payment”), which will be calculated as follows: (a) Each each share of Company common stock, no par value (the “Company Common Shares”), stock of Merger Sub issued and outstanding immediately before prior to the Effective Time will convert shall 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 (i) an amount from Buyer and the Surviving Corporation a sum in cash equal to the Per Share Cash 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) (as defined belowsuch 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 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 Series 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, 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 “Per 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 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 terms of Section 9.1. (h) After the Effective Time all capital stock of the Company, and any options relating thereto, shall no longer be outstanding and shall automatically be canceled and retired, or converted in accordance with this Section 2.1, as the case may be, and each holder of a certificate representing any such shares or options shall cease to have any rights with respect thereto, other than the right to receive the 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 Stock Merger Consideration (as defined below), and (iii) other than the Per Share Contingent Merger 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 payable to those dissenting stockholders exercising rights of appraisal under Section 262 of the holder thereof, (such person, DGCL who do not receive a cash payment in the “Option Holder”Merger pursuant to this Article II), for Company Shares; provided that the right of the 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, (ii) any previous loans or advances to such Option Holder related to the previous acquisition of Company Shares by the exercise of options which occurred in 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 “Option Advances”), which shall be treated as a partial payment of the Per Share Cash Consideration due the former Option Holder. At the Effective Time, all Company Shares will be cancelled and will cease to exist and each certificate (a “Certificate”) previously representing any Company Shares will represent only the right to receive the applicable 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 of the Option Holders, the amount of Option Advances. The numbers used below and in the pro forma calculations in the attached Schedule 2.1, each rounded to the nearest dollar are for purposes of illustration of the Per Share Cash Consideration only and will be adjusted and 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 and Company before Closing will be the final and determinative interpretation of the following, each term used as defined below:Capital Structure Certificate. (ij) Base Cash Amount $[•] In calculating the consideration payable under this Section 2.1, Buyer shall be entitled to rely on the representations and warranties contained in this Agreement and the Capital Structure Certificate. If such representations and warranties and certificate are not correct, Buyer shall have the right (iiin addition to any other rights and remedies that it may have pursuant to Article VIII) 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) to adjust the Per Share Cash Merger Consideration $[•] The following definitions will be used in making the above calculation and for purposes of this Article II:accordingly.

Conversion of Company Securities. Subject to the limitations on payments (i) At and the timing as of payments as set forth in Section 2.2, Section 2.3 and Article VIII, each Company Share and Company Option (as defined below) validly issued and outstanding immediately before the Effective Time (other than Appraisal SharesTime, as defined in Section 2.1.6, by virtue of the Merger and those Company Shares referred to in Section 2.1.2), will, without any action on the part of the Parties, the Company’s Board of Directors or the holder thereof of any shares of Company Common Stock (except as set forth in this Section 2.1.3) be converted intocollectively, or with respect to Company Options, cancelled in exchange for, their respective conversion payment (the “Conversion PaymentStockholders”), which will be calculated except as followsotherwise provided in Section 1.12: (aA) Each each share of Company common stock, no par value (the “Company Common Shares”), Stock issued and outstanding immediately before prior to the Effective Time will convert (other than Dissenting Shares), other than shares held by Cashed-Out Holders, shall be converted into the right to receive receive: (i) at the 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) at such time and only to the extent it becomes distributable pursuant and subject to the provisions of Section 1.8, an amount equal to the Working Capital Share Amount; and (B) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) that is held by a Cashed-Out Holder shall be converted into the right to receive: (i) at the Effective Time, an amount in cash equal to the Effective Time Consideration Per Outstanding Company Share Cash Consideration (as defined below), and (ii) at such time and only to the Per extent it becomes distributable pursuant and subject to the provisions of Section 1.8, an amount in cash equal to the Working Capital Share Stock Consideration (Amount. The consideration provided for in this Section 1.7(b)(i) may be referred to in this Agreement 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 “Option HolderMerger Consideration.”), for Company Shares; provided that the right of the 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, (ii) any previous loans or advances to such Option Holder related Buyer shall deposit into an escrow account with the Escrow Agent pursuant to the previous acquisition provisions of Company Shares by an escrow agreement with the exercise Escrow Agent dated as of options which occurred in 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 “Option Advances”), which shall be treated as a partial payment of the Per Share Cash Consideration due the former Option Holder. At the Effective Time, all Company Shares will be cancelled and will cease to exist and each certificate substantially in the form of Exhibit B hereto (a the “CertificateEscrow Agreement”) previously representing any (A) for the benefit of the Company Holders at the Effective Time, Buyer Shares will represent only in an amount equal to 8.33% of the right Effective Time Share Consideration and (B) for the benefit of the Cashed-Out Holders at the Effective Time, cash in an amount equal to receive 8.33% of the applicable Conversion Payment as provided by this Section 2.1.3. The amount Effective Time Cash Consideration; provided, however that the holders aggregate value of Company such Buyer Shares are entitled to receive at Closing under this Section 2.1.3 will be reduced by their pro rata share of (i) and cash deposited with the Escrow Amount (as defined in Section 2.2.1), (ii) the Employee Retention Pool Amount (as defined in Section 2.2.2), and Agent shall not exceed or be less than $1,000,000. (iii) In connection with the Merger, (A) in all events the case Buyer shall issue a total number of Buyer Shares such that the value of the Option Holders, the amount of Option Advances. The numbers used below and in the pro forma calculations in the attached Schedule 2.1, each rounded to the nearest dollar are for purposes of illustration Buyer Shares issued hereunder represents at least 80% of the Per Share Cash Consideration only consideration paid under this Agreement, determined at the Effective Time and will be adjusted and set forth in the final Schedule 2.1, which will be determined in accordance with the following procedures, adjustmentsrequirement 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 definitions and when approved (B) in writing by Parent and Company before Closing will be no event shall the final and determinative interpretation Buyer issue a total number of Buyer Shares such that the total number of Buyer Shares exceeds 19.99% 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)) $[•]number of Buyer Shares outstanding on the date preceding the Closing Date. (iv) Less: Expenses $[•] (v) Subtotal: Gross Distributable Cash Amount (defined below) $[•] (vi) Divided by: Participating In the event that this Agreement is terminated without the Merger having been consummated, Merger Sub or Exchange Agent, as the case may be, shall return all shares of Company Common Share Equivalents (PCSEs) (vii) Per Share Cash Consideration $[•] The following definitions will be used in making Stock submitted or transferred to the above calculation and for purposes of this Article II:Merger Sub or Exchange Agent pursuant to Section 1.9.

Conversion of Company Securities. 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 Share and Company Option (as defined below) validly issued and outstanding immediately before the Effective Time (other than Appraisal Shares, as defined in Section 2.1.6, and those Company Shares referred to in Section 2.1.2), will, without any action on the part of the holder thereof (except as set forth in this Section 2.1.3) 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 (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 “Option Holder”), for Company Shares; provided that the right of the 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, (ii) any previous loans or advances to such Option Holder related to the previous acquisition of Company Shares by the exercise of options which occurred in 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 “Option Advances”), which shall be treated as a partial payment of the Per Share Cash Consideration due the former Option Holder. At the Effective Time, all Company Shares will be cancelled and will cease to exist and each certificate (a “Certificate”) previously representing any Company Shares will represent only the right to receive the applicable 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 of the Option Holders, the amount of Option Advances. The numbers used below and in the pro forma calculations in the attached Schedule 2.1, each rounded to the nearest dollar are for purposes of illustration of the Per Share Cash Consideration only and will be adjusted and 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 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: