Common use of Conversion of Securities Clause in Contracts

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) 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 exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubPurchaser, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Each Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled canceled pursuant to Section 3.03(b1.07(b), any Shares to remain outstanding pursuant to Section 1.07(c) and other than any Dissenting Shares, Shares as defined in Section 1.09) shall be cancelled canceled and shall be converted automatically into the right to receive an amount equal to $2.00 7.00 (the "Per Share amount") in cash (the "Merger Consideration") payable payable, without interest interest, to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof1.10, of the Certificate certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (bi) each Share and each Preferred Each Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company and each Share owned by Purchaser immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (cii) each Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and Purchaser outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stockClass A or Class B Common Stock (as appropriate), no par valuevalue $.01 per share, of the Surviving Corporation.Corporation equal to and with the same rights, powers and privileges as the shares so converted; and (iii) Each share of preferred stock of Purchaser outstanding immediately prior to the Effective Time shall be converted and exchanged for one validly issued, fully paid and non-assessable share of Series A Preferred Stock of the Surviving Corporation with the same rights, powers and privileges as the preferred stock so converted; (c) certain of the Shares held by and registered in the names of certain members of management and the Board (the "Rollover Shareholders"), pursuant to the terms of the voting agreement among the Rollover Shareholders, certain members of management and Purchaser, substantially as set forth in Exhibit C-2 attached hereto (the

Conversion of Securities. At (a) As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the holder of any shares of beneficial interests of the Company or the holders any shares of any common stock of the following securitiesMerger Sub: (ai) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each 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 one common share of beneficial interest, par value $0.01 per share, of the Surviving Company. (ii) Each common share of beneficial interest, par value $0.001 per share, of the Company (collectively, the “Company Common Shares”) that is owned by the Company, by any wholly-owned Company Subsidiary or by Merger Sub shall, immediately prior to the Effective Time, automatically be cancelled and exchanged for one validly issuedretired and shall cease to exist, fully paid and nonassessable share no payment shall be made with respect thereto. (iii) Each Company Common Share issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.1(a(ii))) shall automatically be converted into, and shall be cancelled in exchange for, the right to receive (A) a number of shares of common stock, no par valuevalue $0.001 per share, of Parent (the “Parent Common Stock”) equal to the Exchange Ratio (together with any shares of Parent Common Stock required to be delivered pursuant to Section 2.1(b), the “Stock Consideration”), and (B) an amount in cash equal to $5.50, without interest plus an amount, if any, equal to the Additional Value Payment (together, with any cash required to be delivered pursuant to Section 2.1(b), the “Cash Consideration”). The Stock Consideration and the Cash Consideration deliverable to each holder of Company Common Stock is collectively referred to herein as the “Company Common Share Merger Consideration.” For purposes of this Agreement, the Additional Value Payment means the quotient of (a) the aggregate amount payable to the Company’s stockholders in accordance with the terms of the attached Exhibit A and (b) the aggregate number of shares of Company Common Stock outstanding as of the Closing, but in any event shall not be less than zero or greater than $0.25 per share of Company Common Stock. (b) As of the Partnership Merger Effective Time, by virtue of the Partnership Merger and without any action on the part of the holders of the units of limited partnership interest in the Operating Partnership or Merger Sub OP: (i) The general partnership interest of the Operating Partnership shall remain outstanding and constitute the only outstanding general partnership interest in the Surviving CorporationPartnership. (ii) Each unit of limited partnership interest in the Operating Partnership (collectively, the “OP Units”) issued and outstanding immediately prior to the Partnership Merger Effective Time (other than each OP Unit owned by the Company or any Company Subsidiary, which shall remain outstanding and unchanged as units of limited partnership interest in the Surviving Partnership) shall automatically be converted into the right to receive the applicable amount and type of Company Common Share Merger Consideration (the “Partnership Merger Consideration”) in respect of the number of Company Common Shares issuable upon redemption of each such OP Unit in accordance with the OP Agreement as if such OP Units were redeemed for an equal number of Company Common Shares immediately prior to the Partnership Merger Effective Time.

Conversion of Securities. At (a) As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any securities of the following securitiesConstituent Corporations: (ai) each Each issued and outstanding share of common stock, no par value $.01 per share, of Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (ii) All Shares that are held in the "Company Common Stock"; all issued and outstanding shares treasury of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares or by any wholly-owned Subsidiary of the Company Preferred Stock being collectively referred and any Shares owned by Parent, any wholly-owned Subsidiary of Parent or Holdings shall be canceled and no capital stock of Parent or other consideration shall be delivered in exchange therefor. (iii) Subject to as the "Preferred Shares"provisions of Section 2.5(a)(iv), of the Company each Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares shares to be cancelled pursuant to canceled in accordance with Section 3.03(b2.5(a)(ii) and other than any Dissenting Shares, shall be cancelled and Shares (as defined in Section 2.5(a)(iv)) shall be converted automatically into the right to receive an amount equal to $2.00 from the Surviving Corporation in cash cash, without interest, the per share price paid in the Offer (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share). All such Shares and Preferred Shares Shares, when so converted 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 certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;Consideration. (biv) each Share and each Preferred Share held in the treasury Notwithstanding any provision of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior this Agreement to the Effective Time shall be cancelled and retired and shall cease contrary, if required by the DGCL but only to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share of common stockthe extent required thereby, par value $0.01 per share, of Merger Sub Shares which are issued and outstanding immediately prior to the Effective Time shall and which are held by holders who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Shares") will not be exchangeable for the right to receive the Merger Consideration, and holders of such Shares will be entitled to receive payment of the appraised value of such Shares in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Shares will thereupon be treated as if they had been converted into and exchanged have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company will give Parent prompt notice of any demands received by the Company for one validly issuedappraisals of Shares. The Company shall not, fully paid and nonassessable share except with the prior written consent of common stockParent, no par value, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. (b) Each Company Stock Option (as hereinafter defined) shall be treated in accordance with Section 6.5 of the Surviving Corporationthis Agreement.

Conversion of Securities. At As of the Effective Time, by virtue of the Merger and without any action on the part of Merger SubCrescent, the Company or the holders of any securities of the following securitiesConstituent Entities: (ai) Subject to the provisions of Sections 1.8 and 1.10 hereof, each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding including restricted shares of Company Common Stock issued under the Company Preferred Stock being collectively referred to Plans (as the "Preferred Shares"defined below), of the Company ) issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares shares to be cancelled pursuant to canceled in accordance with Section 3.03(b1.5(d)) and other than any Dissenting Shares, together with the associated Right shall be cancelled and shall as of the Effective Time be converted automatically into the right to receive an amount the number of validly issued, fully paid and nonassessable Common Shares equal to $2.00 in cash the Exchange Ratio (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Shareas defined below). All such Shares shares of Company Common Stock (and Preferred Shares the associated Rights), when so converted converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, exist and each holder of a Certificate certificate representing any such Shares or Preferred Shares shares (and the associated Rights) shall cease to have any rights with respect thereto, except the right to receive (A) any dividends and other distributions in accordance with Section 1.7, (B) certificates representing the Merger Consideration Common Shares into which such shares (and the associated Rights) are converted and (C) any cash, without interest, in lieu of fractional Common Shares to be issued or paid in consideration therefor upon the surrender of such Certificate in accordance with Sections 1.6 and 1.8. (ii) The Exchange Ratio shall be .466. (b) Subject to the provisions of Sections 1.8 and 1.10 hereof, each share of the Company's $3.50 Convertible Preferred Stock (the "Convertible Preferred Stock") issued and outstanding immediately prior to the Effective Time shall as of the Effective Time be converted into the right to receive one validly issued, fully paid and nonassessable $3.50 Convertible Preferred Share of Crescent (the "Crescent Convertible Preferred Shares") having the terms required in Section 7(h) of the Certificate of Resolutions Establishing Designation, Preferences and Rights of $3.50 Convertible Preferred Stock of the Company dated March 25, 1996 (the "Certificate of Designation"). All such shares of Convertible Preferred Stock, when so converted into Crescent Convertible Preferred Shares, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and each holder of a certificate representing any such shares of Convertible Preferred Stock shall cease to have any rights with respect thereto, except the right to receive (A) any dividends and other distributions in accordance with Section 1.7 and (B) certificates representing the Crescent Convertible Preferred Shares into which such shares of Convertible Preferred Stock are converted to be issued in consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and1.6. (c) Subject to the provisions of Sections 1.8 and 1.10 hereof, each share of common stock, par value $0.01 per share, of Merger Sub the Company's Redeemable Preferred Stock (as hereinafter defined) issued and outstanding immediately prior to the Effective Time shall as of the Effective Time be canceled and no cash, capital stock of Crescent or other consideration shall be delivered in exchange therefor. (d) All shares of Company Common Stock that are held in the treasury of the Company and shares of Company Common Stock owned by Crescent (together, in each case, with the associated Right (as defined in Section 3.2)) shall be canceled and no cash, capital stock of Crescent or other consideration shall be delivered in exchange therefor. All shares of Company Common Stock that are held by any wholly owned Subsidiary (as defined in Section 2.1) of the Company or Crescent (together, in each case, with the associated Right (as defined in Section 3.2)) shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Shares, no par valuevalue $.01 per share, of the Surviving CorporationEntity.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubPurchaser, the Company or the holders of any of the following securities: (ai) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")$.01 per share, of the Company Purchaser issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and Time shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder one validly issued, fully paid and nonassessable share of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, common stock of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;Surviving Corporation. (bii) each Share and each Preferred Share Each share of Company Common Stock held in the treasury of the Company and each Share and each Preferred Share owned by Parent Purchaser or any direct or indirect wholly owned subsidiary of Parent or of the Company Company, in each case immediately prior to the Effective Time Time, shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (ciii) each share of common stock, par value $0.01 per share, of Merger Sub Each issued and outstanding share of Company Common Stock (other than shares cancelled pursuant to Section 2.6(ii) and any Dissenting Shares (as defined in Section 2.7(a))) shall be converted into the right to receive $5.50 in cash or any higher price that may be paid pursuant to the Offer (the "Merger Consideration") payable to the holder thereof, without interest, upon surrender of the certificate formerly representing such share in the manner provided in Section 2.8, less any required withholding taxes. (iv) Immediately following the Effective Time, the Surviving Corporation shall execute and deliver to the trustee under the Indenture, dated as of February 28, 1992, between the Company and United States Trust Company of New York, as trustee (the "Convertible Notes Indenture"), executed in connection with the issuance by the Company of its 8% convertible subordinated notes due 2002 (the "Convertible Notes"), a Supplement to the Convertible Notes Indenture pursuant to Section 14.11 thereof providing that each Convertible Note remaining outstanding shall after the Effective Time be convertible into an amount in cash equal to the product of (x) the number of Shares into which such Convertible Note was convertible immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of times (y) the Surviving CorporationMerger Consideration.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares stock of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Merger Sub issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and Time shall be converted automatically into the right to receive an amount equal to one validly issued, fully paid and nonassessable share of common stock, par value $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof0.001 per share, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interestSurviving Corporation; (b) each Share and each Preferred Share Each share (a “Share”) of Common Stock, par value $0.01 per share of the Company (the “Company Common Stock”) held in the treasury of the Company and each Share and each Preferred Share owned by Parent or Merger Sub or any direct or indirect wholly wholly-owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time automatically shall be cancelled canceled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share Each Share of common stock, par value $0.01 per share, of Merger Sub Company Common 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 (as defined below)) shall be converted into the right to receive (a) the Effective Date Per Share Merger Consideration, payable to the holder thereof, without interest, upon surrender of such Share in the manner provided in Section 2.4, less any required withholding Taxes, and exchanged for one validly issued, fully paid and nonassessable share (b) payment by the Stockholders’ Representative of common stock, no par value, an amount (if any) payable out of the Surviving CorporationHoldback Funds pursuant to Section 9.5, any Collected Landlord Receivables pursuant to Section 2.4 and Section 9.5 hereof and any Unused Retention Amount pursuant to Section 6.12 and Section 9.5. Upon such conversion, such shares of Company Common Stock shall cease to be outstanding and shall cease to exist, and each certificate or book entry previously evidencing any such shares 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 (as defined below)) shall thereafter represent only the right to receive the Per Share Merger Consideration, without interest, less any required withholding, payable in the manner set forth in this Agreement. The holders of certificates or book entries previously evidencing any such shares shall cease to have any rights with respect to such Company Common Stock except as otherwise provided herein or by law.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subany holder of Company Common Stock, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company that is issued and outstanding immediately prior to the Effective Time, other than but excluding (i) any Shares or Preferred Shares shares of Company Common Stock subject to Company Options (which shall be cancelled pursuant subject to Section 3.03(b3.3), (ii) any shares of Company Common Stock held in the treasury of the Company, which treasury shares shall be canceled as part of the Merger and other than shall not constitute “Company Common Stock” hereunder (each such share, a “Treasury Share”), and (iii) any Dissenting Shares, shall be cancelled canceled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, applicable portion of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Aggregate Merger Consideration therefor upon the surrender of such Certificate in accordance with as determined pursuant to Section 3.04 hereof, without interest;3.1(c). (b) each Share and each Preferred Share held in At the treasury Effective Time, by virtue of the Company Merger and without any action on the part of Acquiror or Merger Sub, each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary share of Parent or of the Company immediately prior to the Effective Time Merger Sub Capital Stock shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each converted into a share of common stock, par value $0.01 per share, 0.0001 of Merger Sub issued and outstanding the Surviving Corporation. (c) Each holder of shares of Company Common Stock as of immediately prior to the Effective Time Time, other than in respect of (i) any shares of Company Common Stock subject to Company Options (which shall be converted into subject to Section 3.3), (ii) any Treasury Shares and exchanged for one validly issued(iii) any Dissenting Shares, fully paid shall be entitled to receive a portion of the Aggregate Merger Consideration in the form of shares of the Corresponding Class of Acquiror Common Stock equal to (1) the Merger Consideration Per Fully Diluted Share, multiplied by (2) the number of shares of the applicable class of Company Common Stock held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share (and nonassessable no cash settlements shall be made with respect to fractional shares eliminated by rounding). (d) Notwithstanding anything in this Agreement to the contrary, no fractional shares of Acquiror Common Stock shall be issued in the Merger. In lieu of any fractional shares of Acquiror Common Stock to which each holder of Company Common Stock would otherwise be entitled in the Merger, the Exchange Agent shall round down to the nearest whole share of common stock, no par value, of the Surviving CorporationAcquiror Common Stock. No cash settlements shall be made with respect to fractional shares eliminated by rounding.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities, the following will occur: (a) each issued and outstanding share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")$0.001 per share, of the Company issued (“Company Common Stock”, and outstanding each such share of Company Common Stock, a “Share” and, collectively, the “Shares”), immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled pursuant to described in Section 3.03(b2.1(b) and other than any Dissenting Shares, shall be cancelled and shall ) will be converted automatically into the right to receive an amount in cash equal to $2.00 in cash 2.18, without interest (the "“Per Share Merger Consideration") payable without interest to the holder of such Share or Preferred Share”), upon surrender, in the manner provided in Section 3.04 hereof, and as of the Certificate that formerly evidenced such Share or Preferred Share. All Effective Time, all such Shares and Preferred Shares when so converted shall will no longer be outstanding and shall will automatically be cancelled and retired and shall will cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares shall thereof will cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration therefor upon the surrender of payable with respect to such Certificate Shares in accordance with Section 3.04 hereof, without interest2.8; (b) (i) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share or owned by Parent the Company or any direct or indirect wholly owned subsidiary of Parent or Subsidiary of the Company immediately prior to the Effective Time shall will be cancelled and retired and shall cease to exist without any conversion thereof and will cease to exist and no payment or distribution shall will be made with respect thereto; and, (ii) each Share owned by Parent, Merger Sub or any direct or indirect wholly owned Subsidiary of Parent or Merger Sub immediately prior to the Effective Time (other than the Rollover Shares contributed to Topco pursuant to the Stockholder Rollover Agreements and the Additional Rollover Agreements (if any)), will be cancelled and retired without any conversion thereof and will cease to exist and no payment or distribution will be made with respect thereto, subject to any applicable withholding Tax pursuant to Section 2.10, and (iii) each Rollover Share will remain outstanding and represent one (1) fully paid and non-assessable share of common stock of the Surviving Corporation and no payment or distribution will be made with respect thereto pursuant to Section 2.1(a); (c) each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and exchanged for one validly issued, (1) fully paid and nonassessable non-assessable share of common stock, no par value, stock of the Surviving Corporation; and (d) each Dissenting Share will be cancelled and retired without any conversion thereof and will cease to exist, and Dissenting Shares will thereafter only represent the right to receive payment pursuant to Section 262 of the DGCL and as described in Section 2.7.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any further action on the part of Merger SubPurchaser, Parent, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Each Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled canceled pursuant to Section 3.03(b2.01(b) hereof and other than any Dissenting SharesShares (as defined in Section 2.01(e) hereof)), shall be cancelled and shall be converted automatically into the right to receive an the Per Share Amount in cash, without interest (the aggregate cash amount equal payable pursuant to $2.00 in cash (this Section 2.01(a) being hereinafter referred to as the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;). (b) each Share and each Preferred Share Each share of Common Stock held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled canceled and retired and shall cease to exist extinguished without any conversion thereof thereof, and no payment or distribution shall be made with respect thereto; and. (c) each Each share of common stock, par value $0.01 per share, stock of Merger Sub Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully fully-paid and nonassessable share of common stock, no par value, stock of the Surviving Corporation. (d) The Shares outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.01(b) hereof) shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a Certificate (as defined in Section 2.02(b) hereof) shall cease to have any rights with respect thereto, except only the right to receive, for each Share represented by such Certificate, a cash amount equal to the Per Share Amount, without interest, or, if such holder is a Dissenting Stockholder (as defined in Section 2.01(e) hereof), the rights, if any, afforded to such holder under Section 262 of the DGCL. (e) Notwithstanding anything in this Agreement to the contrary, any Shares held by a person that shall have properly demanded and perfected a right to receive payment of the fair value of such Shares (a "Dissenting Stockholder") pursuant to Section 262 of the DGCL ("Dissenting Shares") shall not be converted as described in Section 2.01(a) hereof, unless such holder fails to comply with the provisions of Section 262 of the DGCL or withdraws or otherwise loses its right to receive such fair value payment. If, after the Effective Time, such Dissenting Stockholder fails to comply with the provisions of Section 262 of the DGCL or withdraws or otherwise loses its right to receive such fair value payment, such Dissenting Stockholder's Shares shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and become exchangeable for, at the Effective Time, the right to receive for each such Share, in cash, the Per Share Amount, without interest. The Company shall give Parent (i) prompt written notice of any demands to receive payment of fair value of Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, settle, offer to settle or otherwise negotiate any such demands.

Conversion of Securities. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of the Company, the Purchaser or the holder of any Shares or any shares of capital stock of the Purchaser: (a) Each share of common stock, $0.01 par value, of the Purchaser issued and outstanding immediately prior to the Effective Time shall convert into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation. (b) All shares of Company Common Stock that are owned by the Company as treasury stock and any shares of Company Common Stock owned by the Parent or the Purchaser immediately prior to the Effective Time (whether pursuant to the Offer or otherwise) shall be cancelled and retired and shall cease to exist, and no payment or distribution shall be made or delivered with respect thereto. (c) Except as otherwise provided in Section 3.4, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an amount in cash, payable to the holder thereon, without any interest thereon, equal to the Offer Price (the “Merger SubConsideration”). At the Effective Time, all such Shares shall be automatically cancelled and shall cease to exist, and the Company or holders immediately prior to the Effective Time of Shares not represented by certificates (“Book Entry Shares”) and the holders of any of the following securities: (a) each share of common stockcertificates that, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any represented Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration"“Certificates”) payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except to such Shares other than the right to receive the Merger Consideration therefor receive, upon the surrender transfer of such Certificate Book Entry Shares or delivery of such Certificates in accordance with Section 3.04 hereof3.2, the Merger Consideration, without interest;any interest thereon, for each such Share held by them. (bd) each Share If at any time between the Agreement Date and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time any change in the number of outstanding Shares shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, other than the Merger, the amount of the Merger Consideration as provided in Section 3.1(c) shall be cancelled and retired and shall cease equitably adjusted to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) 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 exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporationreflect such change.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares shares of Common Stock to be cancelled canceled pursuant to Section 3.03(b2.01(b) and other than any Dissenting Shares, shall be cancelled and Shares to the extent provided in Section 2.06) shall be converted automatically into the right to receive an amount equal to $2.00 10.00 in cash cash, without interest (the "Merger ConsiderationMERGER CONSIDERATION") payable without interest to ). At the holder Effective Time, each share of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing certificate previously evidencing any such Shares or Preferred Shares share (other than shares to be canceled pursuant to Section 2.01(b) and any Dissenting Shares) shall thereafter represent only the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 2.02, an amount in cash per share equal to the Merger Consideration. The holders of such certificates previously evidencing such shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, to such shares of Common Stock except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;as otherwise provided herein or by law. (b) each Share and each Preferred Share Each share of capital stock of the Company (i) held in the treasury of the Company and each Share and each Preferred Share owned or by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time or (ii) owned by Merger Sub or any of its subsidiaries shall automatically be cancelled and canceled, retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (c) Each share of common stock and each share of common stock, par value $0.01 per share, preferred stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stockstock and one share of preferred stock (with the same rights, no par valuelimitations and preferences), respectively, of the Surviving Corporation and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares shares of Company Common Stock to be cancelled pursuant to Section 3.03(b3.01(d) and other than any Dissenting Shares, ) and all rights in respect thereof shall be cancelled forthwith cease to exist and shall be converted automatically into and become exchangeable for the right to receive an amount equal to $2.00 lower of (i) 0.6625 shares of Parent Common Stock and (ii) in cash the event that the Series AA Exchange Ratio is greater than 0.714, 0.6625 shares of Parent Common Stock multiplied by the Adjustment Factor (the "Merger Consideration") payable without interest to the holder lower of such Share or Preferred Share, upon surrender, in numbers being the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest"COMMON EXCHANGE RATIO"); (b) each Share Each share of Series AA Redeemable Preferred Stock issued and each outstanding immediately prior to the Effective Time (other than any shares of Series AA Redeemable Preferred Share Stock to be cancelled pursuant to Section 3.01(e) and any Dissenting Shares) and all rights in respect thereof shall forthwith cease to exist and shall be converted into and become exchangeable for the number of shares of Parent Common Stock equal to the quotient of $10.00 divided by the Closing Date Market Price, rounded to three decimal places (the "SERIES AA EXCHANGE RATIO"); (c) Each share of Series F Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Series F Preferred Stock to be cancelled pursuant to Section 3.01(d) and any Dissenting Shares) and all rights in respect thereof shall, pursuant to the terms thereof, be assumed by Parent (and amended so as to provide voting rights on an as-converted basis) and thereafter be convertible into the number of shares of Parent Common Stock that such share would have been converted into if converted immediately prior to the Effective Time (such shares, as so assumed and amended, being the "PARENT NEW PREFERRED"); (d) Each share of Company Capital Stock held in the treasury of the Company and each Share and each Preferred Share share of Company Capital Stock owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and (ce) each Each share of common stock, par value $0.01 .0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time and all rights in respect thereof shall forthwith cease to exist and shall be converted into and exchanged become exchangeable for one newly and validly issued, fully paid and nonassessable share of common stock, no par value, stock of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubParent, ASC, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares shares of Company Common Stock to be cancelled pursuant to Section 3.03(b2.01(c) and other than any Dissenting Shares, or Section 2.01(d)) shall be cancelled canceled and shall be converted automatically converted, subject to Section 2.02(e), into the right to receive an amount equal to $2.00 in cash 1.3 shares (the "Merger ConsiderationExchange Ratio") payable without interest of Parent Common Stock; provided, however, that, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock or of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Exchange Ratio shall be correspondingly adjusted to the holder extent appropriate to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interestshares; (b) each Share share of preferred stock, par value $.01 per share, of the Company (the "Company Preferred Stock" and, together with the Company Common Stock, the "Company Capital Stock") issued and outstanding immediately prior to the Effective Time (other than any shares of Company Preferred Stock to be canceled pursuant to Section 2.01(c)) shall be converted into the right to receive newly issued preferred stock of Parent ("Parent New Preferred Stock") with terms identical to the Company Preferred Stock; provided that each share of Parent New Preferred Share Stock shall after the Effective Time represent the right to receive upon conversion (A) the number of shares of Parent Common Stock equal to (i) the Exchange Ratio multiplied by (ii) the number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible immediately prior to the Effective Time; (c) each share of Company Capital Stock held in the treasury of the Company shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (d) each Share and each Preferred Share share of Company Common Stock owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company ASC immediately prior to the Effective Time shall be cancelled canceled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and (ce) each share of common stock, par value $0.01 per share, of Merger Sub ASC Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable remain outstanding as a share of common stock, no par value, of ASC Common Stock following the Surviving CorporationMerger.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubPurchaser, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Each Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b2.07(b) and other than any Dissenting Shares, Shares (as hereinafter defined)) shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 the Per Share Amount in cash (the "Merger ConsiderationSHARE CONSIDERATION") payable payable, without interest interest, to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof2.09, of the Certificate certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share Warrant owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company Purchaser immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; (c) Each Warrant issued and outstanding immediately prior to the Effective Time (other than any Warrants to be cancelled pursuant to Section 2.07(b)) shall remain outstanding and shall be converted automatically into the right to exercise each such Warrant at an exercise price of $2.50 in exchange for an amount equal to the Per Share Amount in Cash (the "WARRANT CONSIDERATION") payable without interest, to the holder of such Warrant, upon exercise, in the manner provided by the terms of such Warrant; and (cd) each Each share of common stock, par value $0.01 .01 per share, of Merger Sub Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $.001 per share, of the Surviving Corporation.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subany holder of Company Capital Stock, the Company or the holders of any of the following securities: (ai) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Capital Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than (ii) any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder shares of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share Company Common Stock held in the treasury of the Company, which treasury shares shall be canceled as part of the Merger and shall not constitute “Company Capital Stock” hereunder (each such share, a “Treasury Share”), and each Share and each Preferred Share owned (iii) any shares of Company Capital Stock held by Parent or any direct or indirect wholly owned subsidiary of Parent or stockholders of the Company immediately prior who have perfected and not withdrawn a demand for appraisal rights pursuant to the Effective Time applicable provisions of the DGCL, shall be cancelled canceled and retired converted into the right to receive the applicable portion of the Aggregate Merger Consideration as determined pursuant to Section 3.1(c). (b) At the Effective Time, by virtue of the Merger and shall cease to exist without any conversion thereof and no payment action on the part of Acquiror or distribution Merger Sub, each share of Merger Sub Capital Stock, shall be made with respect thereto; and (c) each converted into a share of common stock, par value $0.01 per share, 0.0001 of Merger Sub issued and outstanding the Surviving Corporation. (c) Each holder of shares of Company Capital Stock as of immediately prior to the Effective Time (other than in respect of (x) Treasury Shares and (y) Dissenting Shares) shall be converted into and exchanged for one validly issuedentitled to receive: (i) a portion of the aggregate Class A Merger Consideration equal to (i) the Exchange Ratio, fully paid and nonassessable share multiplied by (ii) the number of common stockshares of Company Common Stock held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share; and (ii) a portion of the aggregate Class C Merger Consideration equal to (i) the Exchange Ratio, multiplied by (ii) the number of shares of Company Common Stock held by such holder as of immediately prior to the Effective Time, with fractional shares rounded down to the nearest whole share. (d) Notwithstanding anything in this Agreement to the contrary, no par value, fractional shares of Acquiror Common Stock shall be issued in the Surviving CorporationMerger.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subthe Purchaser, the Company Company, the Surviving Corporation or the holders holder of any of the following securities: (a) each Each share of common stockCommon Stock, no $.01 par value (the "Company Common Stock"; all issued and outstanding shares per share of the Company Common Stock being collectively referred to as (the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b1.6(b) hereof, and, subject to Section 1.6(d) and other than Section 1.8 hereof, any Dissenting SharesShares (as hereinafter defined)), shall be cancelled and shall extinguished and be automatically converted automatically into the and become a right to receive an amount equal to $2.00 3.75 per share in cash (the "Per Share Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, surrender in the manner provided in Section 3.04 hereof, 1.9 of the Certificate certificate that formerly evidenced such Share or Preferred Share. All such the Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except (the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;"Certificate"). (b) each Each Share which is issued and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time or issued and outstanding and owned by the Company or by the Purchaser, shall be cancelled and retired and shall cease to exist without any conversion thereof retired, and no payment or distribution shall be made with respect thereto; and. (c) each Each share of common stock, par value $0.01 per share, capital stock of Merger Sub the Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, capital stock of the Surviving CorporationCorporation with the same rights and terms as immediately prior to the Merger. (d) The holders of Dissenting Shares (as hereinafter defined), if any, shall be entitled to payment for such Shares only to the extent permitted by and in accordance with the provisions of the DGCL; provided, however, that if, in accordance with the applicable provisions of the DGCL, any holder of Dissenting Shares shall forfeit such right to payment of the fair cash value of such Shares, such Shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Merger Consideration provided in Section 1.6(a), without interest.

Conversion of Securities. At (a) Subject to Sections 1.5(b) through (e), at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any stockholder of the following securitiesCompany: (ai) each share any shares of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares Stock then held by the Company or any Subsidiary of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time Company's treasury) shall be cancelled canceled and retired and shall cease to exist without any conversion thereof at the Effective Time, and no payment or distribution consideration shall be made with respect thereto; anddelivered in exchange therefor; (cii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor; (iii) each share of the common stock, $0.001 par value $0.01 per share, of Merger Sub issued and then outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, stock of the Surviving Corporation; (iv) except as provided in clauses "(i)" and "(ii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive (A) one share of Parent Common Stock multiplied by (B) the Exchange Ratio (as defined in Section 1.5(b)(ii) (Parent and the Company agree that as of the date of this Agreement (without taking into account any of the potential adjustments provided in this Agreement), the Exchange Ratio would be 1.494). (v) each share of Company Preferred Stock then outstanding shall be converted into the right to receive (A) one share of Parent Preferred Stock multiplied by (B) the Exchange Ratio. (b) For purposes of this Agreement: (i) The term "Company Outstanding Shares" shall mean, as of the close of business on the day immediately preceding the date of the Company Stockholders' Meeting, the sum of (A) the total number of outstanding shares of Company Common Stock, (B) the total number of shares of Company Common Stock into which all outstanding Company Preferred Stock is then convertible in accordance with the Company Certificate of Incorporation, (C) the total number of shares of Company Common Stock which are issuable upon exercise of all outstanding Company Options, and (D) the total number of shares of Company Common Stock issuable upon exercise of all outstanding Company Warrants.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company Jupiter or the holders of any of the following securitiestheir respective stockholders: (a) each Each share of common stock, no par value $0.001 per share, of Jupiter (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Jupiter Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company Jupiter and each Share and each Preferred Jupiter Share owned by Parent Media Metrix or any direct or indirect wholly owned subsidiary Subsidiary (as defined in Section 8.10) of Parent Media Metrix or of the Company Jupiter immediately prior to the Effective Time shall be cancelled canceled and retired and shall cease to exist extinguished, without any conversion thereof thereof, and no payment or distribution shall be made with respect thereto; and. (cb) each Each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, issued fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned Subsidiary of Media Metrix. (c) Subject to the other provisions of this Section 2.1, each Jupiter Share issued and outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 2.1(a), be converted into the right to receive 0.946 share (the "Exchange Ratio") of common stock, par value $.01 per share, of Media Metrix ("Media Metrix Common Stock"). The shares of Media Metrix Common Stock to be received as consideration pursuant to the Merger with respect to Jupiter Shares, together with cash in lieu of fractional shares of Media Metrix Common Stock as specified in Section 2.2, is referred to herein as the "Merger Consideration." (d) From and after the Effective Time, all Jupiter Shares converted in accordance with Section 2.1(c) shall no par valuelonger be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate evidencing any Jupiter Shares outstanding immediately prior to the Effective Time (a "Jupiter Stock Certificate") shall cease to have any rights with respect thereto except the right to receive the Merger Consideration in respect thereof. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving CorporationCorporation into which they were converted in accordance with Section 2.1(b). (e) If, between the date of this Agreement and the Effective Time, the outstanding shares of Media Metrix Common Stock shall have been changed into a different number of shares by reason of any stock dividend, stock split, reclassification, recapitalization, stock combination or other similar change with respect to the Media Metrix Common Stock, the Exchange Ratio shall correspondingly be adjusted to reflect such stock dividend, stock split, reclassification, recapitalization, stock combination or other similar change.

Conversion of Securities. (a) At the First Effective Time, by virtue of the First Step Merger and without any action on the part of Star, Firstar, Firstar (WI), Merger Sub, the Company Sub or the holders of any capital stock of the following securities: Firstar, Star, Firstar (aWI) or Merger Sub, (i) each share of the common stock, no par value $1.25, of Firstar (the "Company Firstar Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company ) issued and outstanding immediately prior to the First Effective Time, Time shall cease to be outstanding and (other than any shares of Firstar Common Stock held by Firstar or any of its wholly owned Subsidiaries (as defined herein), except for Trust Account Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b(as defined herein) and other than any Dissenting SharesDPC Shares (as defined herein)), shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash 0.76 (the "Merger ConsiderationExchange Ratio") payable without interest shares of Firstar (WI) Common Stock (as defined herein) and (ii) each share of the common stock, par value $0.01, of Merger Sub ("Merger Sub Common Stock") issued and outstanding immediately prior to the holder First Effective Time shall cease to be outstanding and shall be converted into the right to receive one share of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, Firstar Common Stock. (b) All of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so shares of Firstar Common Stock converted into the right to receive Firstar (WI) Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to existexist as of the First Effective Time, and each holder of certificate (each a Certificate "Firstar Common Certificate") previously representing any such Shares or Preferred Shares shares of Firstar Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) a certificate representing the Merger Consideration number of whole shares of Firstar (WI) Common Stock and (ii) cash in lieu of any frac- tional shares otherwise issuable pursuant to Section 1.4(a), in accordance with Section 3.2. Firstar Common Certificates previously representing shares of Firstar Common Stock shall be exchanged for certificates representing whole shares of Firstar (WI) Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificate Firstar Common Certificates in accordance with Section 3.04 hereof, 3.1 without interest;any interest thereon. (bc) each Share and each Preferred Share held in the treasury All of the Company shares of Merger Sub Common Stock converted into the right to receive Firstar Common Stock pursuant to this Article I shall no longer be outstanding and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist without as of the First Effective Time, and each certificate previously representing any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share of common stock, par value $0.01 per share, such shares of Merger Sub issued Common Stock shall thereafter represent only the right to receive a certificate representing the number of whole shares of Firstar Common Stock. (d) At the First Effective Time, all shares of Firstar Common Stock that are owned by Firstar as treasury stock and outstanding immediately prior to the Effective Time all shares of Firstar Common Stock that are owned, directly or indirectly, by Firstar or any of its wholly owned Subsidiaries (other than Trust Account Shares and DPC Shares) shall be converted into cancelled and exchanged for one validly issued, fully paid shall cease to exist and nonassessable share no stock of common stock, no par value, of the Surviving CorporationFirstar (WI) or other consideration shall be delivered in exchange therefor.

Conversion of Securities. At the Effective Time, by virtue of the Merger Mergers and without any action on the part of Parent, Merger SubSubs, the Company BioLite, BioKey or the holders of any of the following securities, the following shall occur: (a) subject to Section 2.2, each share of the common stock, no par value $0.0001 per share, of BioLite (the "Company “BioLite Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company ”) issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any BioLite Dissenting Shares), shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash 1.82 (the "“BioLite Common Exchange Ratio” or the “BioLite Merger Consideration"”) payable without interest validly issued, fully paid and non-assessable shares, par value $0.001 per share, of Parent (the “Parent Common Stock”). (b) each share of common stock of Merger Sub 1 issued and outstanding immediately prior to the holder Effective Time shall be converted into one share of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, common stock of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted BioLite Surviving Corporation. (c) At the Effective Time, all shares of BioLite Common Stock shall no longer cease to be outstanding and outstanding, shall automatically be cancelled and retired and shall cease to exist, exist and each holder of a Certificate representing certificate (a “BioLite Certificate”) that immediately prior to the Effective Time represented any such Shares or Preferred Shares shares of BioLite Common Stock shall cease to have any rights with respect thereto, except the right to receive the BioLite Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;Consideration. (bd) subject to Section 2.2, each Share and each Preferred Share held in the treasury share of the Company common stock, having no par value of BioKey (the “BioKey Common Stock”) and each Share BioKey preferred stock, having no par value (the “BioKey Preferred Stock”; BioKey Common Stock and each BioKey Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of Stock, together, the Company “BioKey Capital Stock”), issued and outstanding immediately prior to the Effective Time (other than any BioKey Dissenting Shares), shall be cancelled and retired and shall cease converted (on an as-converted to exist without any conversion thereof and no payment or distribution shall be made common stock basis with respect thereto; andto the BioKey Preferred Stock) into the right to receive one (1) (the “BioKey Common Exchange Ratio” or the “BioKey Merger Consideration”) validly issued, fully paid and non-assessable shares of the Parent Common Stock. (ce) each share of common stock, par value $0.01 per share, stock of Merger Sub 2 issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, stock of the BioKey Surviving Corporation. (f) At the Effective Time, all shares of BioKey Common Stock and BioKey Preferred Stock shall cease to be outstanding, shall automatically be cancelled and shall cease to exist and each holder of a certificate (a “BioKey Certificate”) that immediately prior to the Effective Time represented any such shares of BioKey Common Stock or BioKey Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the BioKey Merger Consideration.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Parent, Sub, the Company or the holders of any securities of the following securitiesConstituent Corporations: (a) each Each issued and outstanding share of common stock, no $0.01 par value value, of Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (the "b) All shares of Company Common Stock"; all issued and outstanding shares , together with the associated Company Rights, that are held in the treasury of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares or by any wholly owned Subsidiary of the Company Preferred and any shares of Company Common Stock, together with the associated Company Rights, owned by Parent or any wholly owned Subsidiary of Parent shall be canceled and no capital stock of Parent or other consideration shall be delivered in exchange therefor. (c) Subject to the provisions of Sections 1.8 and 1.10 hereof, each share of Company Common Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective TimeTime (together with the associated Company Rights), other than any Dissenting Shares or Preferred Shares (as hereinafter defined) and shares to be cancelled pursuant to canceled in accordance with Section 3.03(b) and other than any Dissenting Shares1.5(b), shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (i) 0.15 (such number being the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent Common Stock, together with the associated Parent Rights (the "“Per Share Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share”). All such Shares shares of Company Common Stock and Preferred Shares the associated Company Rights, when so converted converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to existretired, and each holder of a Certificate certificate representing any such Shares or Preferred Shares shares shall cease to have any rights with respect thereto, except the right to receive any dividends and other distributions in accordance with Section 1.7, certificates representing the Merger Consideration shares of Parent Common Stock, together with the associated Parent Rights, into which such shares are converted, and any cash, without interest, in lieu of fractional shares to be issued or paid in consideration therefor upon the surrender of such Certificate certificate in accordance with Section 3.04 hereof, without interest;1.6. (bd) each Share and each Preferred Share held Notwithstanding anything in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior this Agreement to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share contrary, shares of common stock, par value $0.01 per share, of Merger Sub Company Common Stock issued and outstanding immediately prior to the Effective Time Time, together with the associated Company Rights, which are held of record by stockholders who shall not have approved the Merger and who shall have demanded properly in writing appraisal of such shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as set forth in Section 1.5(c), but the holders thereof instead shall be entitled to, and the Dissenting Shares shall only represent the right to receive, payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if such a holder fails to demand properly in writing from the Surviving Corporation the appraisal of his or its shares in accordance with Section 262(d) of the DGCL or, after making such demand, subsequently delivers an effective written withdrawal of such demand, or fails to establish his or its entitlement to appraisal rights as provided in Section 262 of the DGCL, if so required, or (ii) if a court shall determine that such holder is not entitled to receive payment for his or its shares or such holder shall otherwise lose his or its appraisal rights, then, in any such case, each share of Company Common Stock, together with the associated Company Rights, held of record by such holder or holders shall automatically be converted into and exchanged for one validly issuedrepresent only the right to receive the Per Share Merger Consideration as set forth in Section 1.5(c), fully paid and nonassessable share of common stock, no par value, upon surrender of the Surviving Corporationcertificate or certificates representing such Dissenting Shares. The Company shall give Parent and Sub prompt notice of any demands received by the Company for appraisal of such shares, and Parent and Sub shall have the right to participate in all negotiations and proceedings with respect to such demands except as required by applicable law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for fair value for Dissenting Shares or offer to settle, settle or negotiate in respect of any such demands.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securitiesShares: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")$0.001 per share, of the Company Merger Sub issued and outstanding immediately prior to the Effective TimeTime shall be converted into one fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares or Preferred Shares to be cancelled canceled pursuant to Section 3.03(b) and other than 1.6(c), any Dissenting Shares, and any Restricted Shares (which shall be cancelled governed by Section 1.7(b))) shall be canceled and shall be converted automatically into the right to receive an amount equal to $2.00 6.75 in cash (the "“Merger Consideration") payable ”), payable, without interest interest, to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof1.9, of the Certificate that formerly evidenced such Share or Preferred Share. All As of the Effective Time, all such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;Consideration. (bc) each Share and each Preferred Each Share held in the treasury of the Company and each Share and each Preferred Share owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (cd) each share The Merger Consideration shall be adjusted to reflect fully the effect of common stockany stock split, par value $0.01 per sharereverse stock split, of Merger Sub issued stock dividend, reorganization, recapitalization, consolidation, exchange or other like change with respect to the Company Common Stock occurring after the date hereof and outstanding immediately prior to the Effective Time (including any dividend or distribution on the Company Common Stock of securities convertible into Company Common Stock, as applicable). (e) At the Effective Time, holders of Shares shall cease to be, and shall have no rights as, stockholders of the Company, other than the right to receive the Merger Consideration as provided under this Article I. The Merger Consideration paid upon the surrender of Shares in accordance with the terms of this Article I shall be converted into deemed to have been paid in full satisfaction of all rights and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporationprivileges pertaining to such Shares.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the SPAC, Merger Sub, the Company or the holders of any of the following securities: (ai) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, Time shall be cancelled canceled and shall be converted automatically into the right to receive an amount the number of shares of New SPAC Common Stock equal to the greater of (A) the quotient obtained from (x) the applicable Preferred Stock Liquidation Preference of such share of Company Preferred Stock divided by (y) $2.00 in cash 10.00 (such shares of Company Preferred Stock receiving a number of shares of New SPAC Common Stock pursuant to this clause (A), “Unconverted Preferred Stock”) and (B) the "Merger Consideration"product of (x) payable without interest the number of shares of Company Common Stock that such share of Company Preferred Stock would be entitled to convert into as of immediately prior to the holder Effective Time in accordance with the Company Certificate of such Share or Preferred ShareIncorporation, upon surrender, in multiplied by (y) the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate Common Stock Exchange Ratio (determined in accordance with Section 3.04 hereof, without interest;3.06). (bii) each Share Each share of Company Common Stock issued and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company outstanding immediately prior to the Effective Time shall be cancelled canceled and retired and converted into the right to receive the number of shares of New SPAC Common Stock equal to the Common Stock Exchange Ratio (determined in accordance with Section 3.06). (iii) All shares of Company Capital Stock held in the treasury of the Company shall cease to exist be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (civ) each Each share of common stock, par value $0.01 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $0.01 per share, of the Surviving Corporation. (v) Each Company Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be converted into an option to purchase a number of shares of New SPAC Common Stock (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (y) the Common Stock Exchange Ratio (determined in accordance with Section 3.06), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Company Option immediately prior to the Effective Time, divided by (B) the Common Stock Exchange Ratio (determined in accordance with Section 3.06); provided however, that the exercise price and the number of shares of New SPAC Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, however, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of the New SPAC Common Stock purchasable pursuant to such Exchanged Option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Options pursuant to this Section 3.01(a)(v). (vi) Each Company RSU that is outstanding immediately prior to the Effective Time shall be converted into restricted stock units of New SPAC Common Stock (such restricted stock unit award covering New SPAC Common Stock, an “Exchanged RSU”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares subject to a Company RSU immediately prior to the Effective Time and (y) the Common Stock Exchange Ratio (determined in accordance with Section 3.06). Except as specifically provided above, following the Effective Time, each Exchanged RSU shall continue to be governed by the same terms and conditions (including transfer restrictions and repurchase right terms) as were applicable to the corresponding former Company RSUs immediately prior to the Effective Time. At or prior to the Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company RSUs pursuant to this Section 3.01(a)(vi). (vii) Each Company Warrant that is outstanding immediately prior to the Effective Time shall be treated in accordance with its terms, as may be amended prior to the Closing (with any amendments subject to the SPAC’s prior written consent, not to be unreasonably withheld, conditioned or delayed). At or prior to the Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Warrants pursuant to this Section 3.01(a)(vii). (viii) Each Company Note that is outstanding immediately prior to the Effective Time shall be canceled and converted into (A) shares of Company Common Stock and in accordance with the terms of such Company Note as of immediately prior to the Effective Time, which shares shall then be outstanding as of immediately prior to the Effective Time and treated in accordance with Section 3.01(b)(ii) (and, for clarity, the shares of New SPAC Common Stock received therefrom shall be entitled to the Preferred Stock Issuance). (b) For purposes of calculating the aggregate amount of shares of New SPAC Common Stock issuable to each holder of shares of Company Capital Stock pursuant to the terms of this Section 3.01, all shares of Company Capital Stock held by such holder shall be aggregated amongst themselves, and the aggregate number of shares of New SPAC Common Stock to be issued in respect of such aggregate number of shares held by such holder shall be rounded down to the nearest whole number.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, AcquisitionCo, Merger Sub, the Company or the holders of any of Equity Interest in the following securitiesCompany, Parent, AcquisitionCo or Merger Sub: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares stock of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Merger Sub issued and outstanding immediately prior to the Effective TimeTime shall be converted into and become one validly issued, other than fully paid and nonassessable share of common stock of the Surviving Corporation. (b) Each share of Common Stock held in treasury or owned directly by the Company, any Shares Subsidiary of the Company, Parent, AcquisitionCo or Preferred Shares Merger Sub shall cease to be cancelled pursuant to Section 3.03(b) exist, and other than such shares, including any Dissenting Sharescertificates therefor, shall automatically be cancelled and retired, shall not represent an Equity Interest in the Surviving Corporation, and shall not be exchanged for the Merger Consideration (as defined below). Shares of Common Stock that are cancelled and retired pursuant to this Section 3.01(b) are hereinafter referred to as “Excluded Shares.” (c) Each share of Common Stock (other than Excluded Shares and Dissenting Shares (as defined below)) issued and outstanding immediately prior to the Effective Time shall be converted automatically into and become the right to receive an amount in cash equal to $2.00 in cash the Offer Price, without interest and subject to any required withholding of Taxes (the "“Merger Consideration"”). (d) payable without interest Effective as of the Effective Time, each share of Common Stock issued and outstanding immediately prior to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Effective Time (other than Excluded Shares and Preferred Shares when so converted Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any (i) certificates that immediately prior to the Effective Time represented such Shares shares (the “Certificates”) or Preferred Shares (ii) shares represented by book-entry (the “Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) 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 exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation3.04.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubPurchaser, the Company or the holders of any of the following securities: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, Time (other than any shares of Common Stock to be canceled pursuant to Section 1.06(c) and any Dissenting Shares or (as hereinafter defined)) shall be canceled and shall be converted automatically into the right to receive an amount equal to $5.00 in cash (the "Common Stock Merger Consideration") payable, without interest, to the holder of such share of Common Stock, upon surrender, in the manner provided in Section 1.09, of the certificate that formerly evidenced such share of Common Stock; (b) Each share of Preferred Shares Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled pursuant to Section 3.03(b1.06(c) and other than any Dissenting Shares, ) shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 8.00 plus accrued and unpaid dividends thereon through the Effective Time, in cash (the "Preferred Stock Merger Consideration" and, together with the Common Stock Merger Consideration, the "Merger Consideration") payable payable, without interest interest, to the holder of such Share or share of Preferred Share, Stock upon surrender, in the manner provided in Section 3.04 hereof1.09, of the Certificate certificate that formerly evidenced such Share or share of Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;Stock. (bc) each Share and each Preferred Each Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent Purchaser, any Affiliate of Purchaser or any direct or indirect wholly owned subsidiary of Parent or of the Company Company, immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (cd) each Each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stockCommon Stock, no par valuevalue $.01 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubSubsidiary, Parent the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Each Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled canceled pursuant to Section 3.03(b2.01(b) hereof and other than any Dissenting Shares, shall be cancelled and Shares (as defined in Section 2.01(e) hereof)) shall be converted automatically into the right to receive an the Per Share Amount in cash, without interest (the aggregate cash amount equal paid pursuant to $2.00 in cash (this Section 2.01(a) being hereinafter referred to as the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;). (b) each Share and each Preferred Share Each share of Common Stock held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled canceled and retired and shall cease to exist extinguished without any conversion thereof thereof, and no payment or distribution shall be made with respect thereto; and. (c) each Each share of common stock, par value $0.01 per share, stock of Merger Sub Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully fully-paid and nonassessable share of common stock, no par value, stock of the Surviving Corporation. (d) The Shares outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.01(b) hereof) shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a Certificate (as defined in Section 2.02(b) hereof) shall cease to have any rights with respect thereto, except the right to receive, for each Share represented by such Certificate, a cash amount equal to the Per Share Amount, without interest, or, if such holder is a Dissenting Stockholder (as defined in Section 2.01(e) hereof), the rights, if any, afforded to such holder under Section 262 of the DGCL. (e) Notwithstanding anything in this Agreement to the contrary, any Shares held by a person who shall have properly demanded and perfected a right to receive payment of the fair value of such Shares (a "Dissenting Stockholder") pursuant to Section 262 of the DGCL ("Dissenting Shares") shall not be converted as described in Section 2.01(a) hereof, unless such holder fails to comply with the provisions of Section 262 of the DGCL or withdraws or otherwise loses its right to receive such fair value payment. If, after the Effective Time, such Dissenting Stockholder fails to comply with the provisions of Section 262 of the DGCL or withdraws or otherwise loses its right to receive such fair value payment, such Dissenting Stockholder's Shares shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and become exchangeable for, at the Effective Time, the right to receive for each such Share, in cash the Per Share Amount, without interest. The Company shall give Parent (i) prompt written notice of any demands to receive payment of fair value of Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, settle, offer to settle or otherwise negotiate any such demands.

Conversion of Securities. At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Merger SubParent, Purchaser, the Company or the holders of any of the following securities: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares shares of Common Stock to be cancelled canceled pursuant to Section 3.03(b2.06(c) and other than any Dissenting SharesShares (as hereinafter defined)), together with the associated right to purchase Company Series C Junior Participating Preferred Stock (the "Junior C -------- Preferred Stock") pursuant to the Rights Agreement, shall be cancelled canceled and --------------- shall be converted automatically into the right to receive an amount equal to $2.00 the Per Common Share Amount in cash (the "Merger Consideration") payable -------------------- payable, without interest interest, to the holder of such Share or Preferred Shareshare of Common Stock, upon surrender, in the manner provided in Section 3.04 hereof2.09, of the Certificate certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder share of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interestCommon Stock; (b) each Share Each share of ESOP Preferred Stock issued and each outstanding immediately prior to the Effective Time (other than shares of ESOP Preferred Stock to be canceled pursuant to Section 2.06(c)) shall be canceled and shall be converted automatically into the right to receive an amount in cash equal to the product of the Merger Consideration multiplied by the number of shares of Common Stock into which such share of ESOP Preferred Stock shall be convertible immediately prior to the Effective Time, payable, without interest, to the holder of such share of ESOP Preferred Stock, upon surrender, in the manner provided in Section 2.09, of the certificate that formerly evidenced such share of ESOP Preferred Stock; (c) Each Share held in the treasury of the Company and each Share and each Preferred Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (cd) each Each share of common stock, par value $0.01 .01 per share, of Merger Sub Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into into, and exchanged for for, one validly issued, fully paid and nonassessable share of common stockCommon Stock, no par valuevalue $.01 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) Except as set forth in Section 2.1(b), each share of common stockClass A Common Stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")$0.01 per share, of the Company (the “Class A Common Stock”) and Class B Common Stock, par value $0.01 per share, of the Company (the “Class B Common Stock” and, together with the Class A Common Stock, the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and Time (other than any Dissenting Shares, shall be cancelled and Shares (as defined in Section 2.3(a)) shall be converted automatically into the right to receive an amount equal to $2.00 43.00 in cash (the "“Merger Consideration"”) payable without interest to the holder thereof, without interest, upon surrender of such Share or Preferred Share, upon surrender, Shares in the manner provided in Section 3.04 hereof2.4, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing less any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interestrequired withholding Taxes; (bi) each Share Each share of Class A Common Stock (collectively, “Class A Shares”) and each Preferred Share share of Class B Common Stock (collectively, “Class B Shares” and, together with the Class A Shares, the “Shares”) held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company Merger Sub immediately prior to the Effective Time shall be cancelled automatically canceled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect theretothereto and (ii) each Share held by any direct or indirect subsidiary of the Company or Parent (other than Merger Sub) immediately prior to the Effective Time shall be converted into such number of shares of common stock of the Surviving Corporation such that each such subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such subsidiary owned in Company Common Stock immediately prior to the Effective Time; and (c) each Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $0.01 per share, of the Surviving Corporation and shall (except for any such shares resulting from the conversion of Shares pursuant to clause (ii) of Section 2.1(b)) constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub or the holder of any Shares or any shares of capital stock of Parent or Merger Sub, the Company or the holders of any of the following securitieswill occur: (a) subject to the terms of this ARTICLE III, each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares described in Section 3.1(b) or Preferred Section 3.1(c), Company Restricted Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, ) shall be cancelled and shall be extinguished and converted automatically into the right to receive (i) the SpinCo Consideration, in partial redemption of the Shares, and (ii) an amount in cash equal to $2.00 in cash (the "Cash Merger Consideration") , payable to holder thereof, without interest to the holder thereon, less any applicable withholding of such Share or Preferred Share, upon surrenderTaxes, in the manner provided for in Section 3.04 hereof, 3.6; (b) each Share held in the treasury of the Certificate that formerly evidenced such Company or owned by the Company and each Share owned by Parent or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer Merger Sub immediately prior to the Effective Time will be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares no consideration shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate be delivered in accordance with Section 3.04 hereof, without interestexchange therefor; (bc) each Share and each Preferred Share held in the treasury that is owned by any direct or indirect wholly-owned Subsidiary of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly wholly-owned subsidiary Subsidiary of Parent (other than Merger Sub) or of Merger Sub shall be converted into such number of shares of common stock of the Surviving Corporation such that the ownership percentage of any such Subsidiary in the Surviving Corporation immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect theretoTime; and (cd) each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $0.0001 per share, of the Surviving Corporation. Notwithstanding the foregoing, and without limiting Section 6.2, if between the date of this Agreement and the Effective Time the outstanding Shares shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of Shares will be appropriately adjusted to provide the holders of Shares, Company Options, Company Restricted Shares and Company Restricted Stock Units the same economic effect as contemplated by this Agreement prior to such event; provided, that with respect to outstanding Company Options and other awards made under the Company Equity Plans, any such adjustments shall be made in accordance with the applicable Company Equity Plan.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubNewco, the Company or the holders of any of the following securities: (a) each Each share of common stockstock of the Company, no par value $.001 per share (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to before the Effective Time, Time (other than any (i) Dissenting Shares or Preferred Shares to be (as defined in Section 1.8(a)) and (ii) shares of Company Common Stock cancelled pursuant to Section 3.03(b1.6(c)) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into and represent the right to receive an amount equal to $2.00 14.00 in cash (the "Cash Merger Consideration") payable ), without interest to the holder of such Share or Preferred Shareinterest, upon surrender, surrender of the certificate formerly representing such share in the manner provided in Section 3.04 hereof1.9, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing less any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;required withholding taxes. (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each Each share of common stockcapital stock of Newco, par value $0.01 .001 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stockthe same class and series of capital stock of the Surviving Corporation, par value $.001 per share. From and after the Effective Time, each outstanding certificate theretofore representing shares of capital stock of Newco shall be deemed for all purposes to evidence ownership and to represent the same number of shares of the same class and series of capital stock of the Surviving Corporation. (c) Each share of Company Common Stock held in the treasury of the Company or held by any subsidiary of the Company, and each share of Company Common Stock held by Newco immediately before the Effective Time, shall be cancelled and cease to exist, and no payment shall be made with respect thereto. (d) Each share of Series A Company Preferred Stock issued and outstanding immediately before the Effective Time (other than (i) Dissenting Shares and (ii) shares of Series A Company Preferred Stock cancelled pursuant to Section 1.6(c)) shall not be affected by the Merger and shall remain outstanding as one share of Series A Cumulative Compounding Preferred Stock, par valuevalue $.001 per share ("Series A Surviving Corporation Preferred Stock"), of the Surviving Corporation. (e) Each share of Series B Company Preferred Stock issued and outstanding immediately before the Effective Time (other than (i) Dissenting Shares and (ii) shares of Series B Company Preferred Stock cancelled pursuant to Section 1.6(c)) shall not be affected by the Merger and shall remain outstanding as one share of Series B Cumulative Compounding Preferred Stock, par value $.001 per share ("Series B Surviving Corporation Preferred Stock"), of the Surviving Corporation. (f) Each share of Series C Company Preferred Stock issued and outstanding immediately before the Effective Time (other than (i) Dissenting Shares and (ii) shares of Series C Company Preferred Stock cancelled pursuant to Section 1.6(c)) shall be converted into one share of Common Stock, par value $.001 per share ("Surviving Corporation Common Stock"), of the Surviving Corporation. (g) The Cash Merger Consideration and the shares of Series A Surviving Corporation Preferred Stock, Series B Surviving Corporation Preferred Stock and Surviving Corporation Common Stock to be delivered as merger consideration under paragraphs (d), (e) and (f) above, are collectively referred to herein as the "Merger Consideration."

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubPurchaser, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Each Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled canceled pursuant to Section 3.03(b2.06(b) and other than any Dissenting Shares, Shares (as hereinafter defined)) shall be cancelled canceled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash the Per Share Amount (the "Merger ConsiderationMERGER CONSIDERATION") payable payable, without interest interest, to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof2.09, of the Certificate certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interestshare; (b) each Share and each Preferred Each Share held in the treasury of the Company and each Share and each Preferred Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and; (c) each Each share of common stock, par value $0.01 0.25 per share, of Merger Sub Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Class A common stock, no par valuevalue $0.25 per share, of the Surviving Corporation; and (d) Each share of Noncumulative Perpetual Senior Preferred Stock, Series C, par value $0.01 per share ("SERIES C PREFERRED STOCK") and Noncumulative Perpetual Senior Preferred Stock, Series D, par value $0.01 per share ("SERIES D PREFERRED STOCK") shall remain outstanding at and after the Effective Time and shall continue to evidence an equity interest in the Surviving Corporation in accordance with the terms thereof. Each of the Company's 7% Mandatory Enhanced Dividend Securities Units (the "MEDS") shall be adjusted pursuant to the terms thereof.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, the Company Sub or the holders any holder of any of the following securities: (a) Each share of Company Common Stock held by the Company as treasury stock or held directly by Parent or Merger Sub (or any direct or indirect wholly owned Subsidiaries of the Company, Parent Merger Sub), in each case, immediately prior to the Effective Time, shall automatically be canceled (each such share of Company Common Stock, an “Excluded Share”) and shall cease to exist, and no consideration or payment shall be delivered in exchange therefor or in respect thereof. (b) Subject to Section ‎2.1(a), Section ‎2.2, Section ‎2.3, and Section ‎2.4, each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective TimeTime shall be converted into and thereafter represent the right to receive that number of validly issued, other than any fully paid and non-assessable shares of common stock, $0.01 par value per share, of Parent (“Parent Common Stock”), equal to the Exchange Ratio rounded down to the nearest whole share as contemplated by Section ‎2.3 (the “Common Stock Merger Consideration”) and the Fractional Shares or Preferred Shares Cash Amount to be cancelled paid in lieu of fractional shares pursuant to Section 3.03(b‎2.3. The Common Stock Merger Consideration to be issued pursuant to this Section ‎2.1 and the Fractional Shares Cash Amount to be paid in lieu of fractional shares pursuant to Section ‎2.3 are referred to, as applicable, as the “Merger Consideration”. For purposes of this Agreement, the “Exchange Ratio” means 1.7105. (c) and All of the outstanding shares of Company Common Stock (other than any Dissenting Excluded Shares, shall be cancelled and ) shall be converted automatically into the right to receive an amount equal the Merger Consideration pursuant to $2.00 in cash (the "Merger Consideration") payable without interest this Section ‎2.1 and all such shares of Company Common Stock shall cease to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to existexist and, and as of the Effective Time, each holder of a Certificate certificate representing any such Shares shares of Company Common Stock (a “Company Certificate”) or Preferred Shares shares of Company Common Stock held in book-entry form (“Company Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive receive, in accordance with (i) Section ‎2.1(b), the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; ‎2.4 and (bii) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent any dividends or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately other distributions with a record date prior to the Effective Time shall be cancelled which have been declared by the Company in accordance with this Agreement (including the terms and retired conditions of Section ‎5.17) and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; andwhich remain unpaid at the Effective Time. (cd) each Each share of common stock, without par value $0.01 per sharevalue, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable non-assessable share of common stock, no without par value, of the Surviving Corporation.

Conversion of 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 Shares or securities of the following securitiesParent or Merger Sub: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Each Share issued and outstanding immediately prior to before the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b2.1(b) and other than any Dissenting Shares, shall ) will be cancelled and shall extinguished and be converted automatically into the right to receive an amount equal to $2.00 135.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, without interest (the “Merger Consideration”), upon surrender, surrender of either certificates formerly representing such Shares (“Certificates”) or any book-entry Shares (“Book-Entry Shares”) in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share2.2. All such Shares and Preferred Shares Shares, when so converted shall converted, will no longer be outstanding and shall will be automatically be cancelled and cancelled, retired and shall cease to exist, and each . Each holder of a Certificate representing any such Certificates or Book-Entry Shares or Preferred Shares shall will cease to have any rights with respect theretoto such Shares, except the right to receive the Merger Consideration therefor for such Shares upon the surrender of such Certificate or Book-Entry Share in accordance with Section 3.04 hereof2.2, without interest;. (b) each Share and each Preferred Share Each share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly wholly-owned subsidiary Subsidiary of Parent or of the Company immediately prior to before the Effective Time shall will be cancelled and retired and shall cease to exist without any conversion thereof extinguished, and no payment or distribution shall other consideration will be made with respect thereto; andto such shares. (c) each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall be converted into and exchanged for will thereafter represent one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $0.01 per share, of the Surviving Corporation.

Conversion of Securities. (a) Immediately prior to the Effective Time, the Company shall cause (i) each share of Company Series Seed Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Company Voting Common Stock at the then-effective conversion rate as calculated pursuant to Section 3.10 of the Company Certificate of Incorporation, and (ii) each share of Company Series CF Non-Voting Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Company Voting Common Stock at the then-effective conversion rate as calculated pursuant to Section 3.8 of the Company Certificate of Incorporation. All of the shares of Company Preferred Stock converted into shares of Company Voting Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such Company Preferred Stock. (b) At the Effective Time, by virtue of the Merger Mergers and without any action on the part of Acquiror, First Merger Sub, Second Merger Sub, the Company or the holders of any of the following securities: (ai) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Time (including shares of Company Common Stock resulting from the conversion of Company Preferred Shares to be cancelled pursuant to Stock described in Section 3.03(b3.1(a)) and other than any Dissenting Shares, shall be cancelled canceled and shall be converted automatically into the right to receive an amount receive: (a) the number of shares of Domesticated Acquiror Common Stock equal to $2.00 in cash the Stock Exchange Ratio (the "“Per Share Stock Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;”); plus (b) each a warrant (each, an “Merger Consideration Warrant”) to acquire the number of shares of Domesticated Acquiror Common Stock equal to the Warrant Exchange Ratio (the “Per Share Warrant Merger Consideration” and each Preferred together with the Per Share Stock Merger Consideration, the “Per Share Merger Consideration”). Each Merger Consideration Warrant is exercisable during the ten (10) year period following the Effective Time at an exercise price of $15.00 per share, and subject to the terms and conditions of a Merger Consideration Warrant Agreement in a form mutually agreed-to by the Company and Acquiror (“Merger Consideration Warrant Agreement”). Acquiror shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Merger Consideration Warrants to be issued under this Agreement remain outstanding, a sufficient number of shares Domesticated Acquiror Common Stock for delivery upon the exercise of such Assumed Warrants; (ii) all shares of Company Stock held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (ciii) each share of common stock, par value $0.01 per share, of First Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $0.001 per share, of the Surviving Corporation. (c) Effective as of the Effective Time, each Company Warrant, to the extent then outstanding and unexercised, shall automatically, without any action on the part of the holder thereof, be converted into a warrant to acquire (1) that number of shares of Domesticated Acquiror Common Stock equal to (x) the number of shares of Company Common Stock subject to the applicable Company Warrant multiplied by (y) the Stock Exchange Ratio, rounding the resulting number down to the nearest whole number of shares of Domesticated Acquiror Common Stock; and (2) a Merger Consideration Warrant to acquire the number of shares of Domesticated Acquiror Common Stock equal to the Warrant Exchange Ratio (each such resulting warrant, an “Assumed Warrant”). Each Assumed Warrant shall be subject to the same terms and conditions (including exercisability terms) as were applicable to the corresponding former Company Warrant immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Transactions. Accordingly, effective as of the Effective Time: (a) each Assumed Warrant shall be exercisable solely for shares of Domesticated Acquiror Common Stock; and (b) the per share exercise price for the Domesticated Acquiror Common Stock issuable upon exercise of such Assumed Warrant shall be equal to (x) the per share exercise price for the shares of Company Common Stock subject to the applicable Company Warrant, as in effect immediately prior to the Effective Time, divided by (y) the Stock Exchange Ratio, rounding the resulting exercise price up to the nearest whole cent. Acquiror shall take all corporate action necessary to reserve for future issuance, and shall maintain such reservation for so long as any of the Assumed Warrants remain outstanding, a sufficient number of shares Domesticated Acquiror Common Stock for delivery upon the exercise of such Assumed Warrants. (d) Effective as of the Effective Time, each Company RSU Award that is outstanding as of immediately prior to the Effective Time shall automatically, without any action on the part of the holder thereof, be converted into a Restricted Stock Unit Award of the Acquiror (“Acquiror RSU Award”) (1) covering the number of shares of Domesticated Acquiror Common Stock equal to (x) the number of shares of Company Non-Voting Common Stock subject to such Company RSU Award immediately prior to the Effective Time multiplied by (y) the Stock Exchange Ratio, rounding the resulting number down to the nearest whole number of shares of Domesticated Acquiror Common Stock; and (2) a Merger Consideration Warrant to acquire the number of shares of Domesticated Acquiror Common Stock equal to the Warrant Exchange Ratio. Except as specifically provided above, following the Effective Time, each Acquiror RSU Award shall continue to be governed by the same terms and conditions (including vesting and repurchase terms) as were applicable to the corresponding Company RSU Award immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Mergers and any related transactions. Acquiror shall take all corporate action necessary to reserve for future issuance a sufficient number of shares of Domesticated Acquiror Common Stock for delivery upon the settlement of Acquiror RSU Awards, and shall maintain such reserve for so long as any of the Acquiror RSU Awards remain outstanding. (e) Effective as of the Effective Time, each Company Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall automatically, without any action on the part of the holder thereof or the Company, be assumed and converted into an option to purchase a number of shares of Domesticated Acquiror Common Stock as determined under this Section 3.1(e) (such option, an “Assumed Option”). Each Assumed Option shall be subject to the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time, except to the extent such terms or conditions are rendered inoperative by the Transactions. Accordingly, effective as of the Effective Time: (i) each Company Option with an Existing Strike Price of $0.06 or $0.30 shall (A) be assumed and converted into an Assumed Option to purchase a number of shares of Domesticated Acquiror Common Stock equal to (x) the number of shares of Company Voting Common Stock or Company Non-Voting Common Stock, as applicable, subject to such Company Option immediately prior to the Effective Time multiplied by (y) the Assumed Options Exchange Value divided by (z) the difference resulting from subtracting the Adjusted Strike Price from $10.00; and (B) provide that the per share exercise price of each such Assumed Option shall be equal to the Adjusted Strike Price, rounding the resulting exercise price up to the nearest whole cent. (ii) each Company Option with an Existing Strike Price of $0.75 shall (A) be assumed and converted into an Assumed Option to purchase a number of shares of Domesticated Acquiror Common Stock equal to (x) the number of shares of Company Voting Common Stock or Company Non-Voting Common Stock, as applicable, subject to such Company Option immediately prior to the Effective Time multiplied by (y) the Stock Exchange Ratio; and (B) provide that the per share exercise price of each such Assumed Option shall be equal to the Adjusted Strike Price, rounding the resulting exercise price up to the nearest whole cent;

Conversion of Securities. (a) The Company shall take all actions necessary to cause each share of Company Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted immediately prior to the Effective Time into (i) a number of shares of Company Common Stock at the then-effective conversion rate as calculated pursuant to the Company Charter in accordance with the terms of the Company Charter and (ii) a number of shares of Company Common Stock issuable with respect to any accrued dividends in accordance with the terms of the Company Charter ((i) and (ii) collectively, the “Company Preferred Stock Conversion”). All of the shares of Company Preferred Stock converted into shares of Company Common Stock shall be canceled, shall no longer be outstanding and shall cease to exist and no payment or distribution shall be made with respect thereto, and each holder of shares of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities. (b) At the Effective TimeTime (and, for the avoidance of doubt, following the Company Preferred Stock Conversion), by virtue of the First Merger and without any action on the part of SMMC, First Merger Sub, the Company or the holders of any of the following securities: (a) Company Stockholders, each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "including Company Preferred Stock"; all issued and outstanding shares of Common Stock resulting from the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Conversion) that is issued and outstanding immediately prior to the Effective Time, Time (other than any the Dissenting Shares or Preferred Shares to be cancelled pursuant to Section 3.03(band the Cancelled Shares) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal (A) subject to $2.00 the provisions of Annex I, the contingent right to receive a number of Earnout Shares (which may be zero (0)) following the Closing in cash accordance with Section 3.07 and Annex I and (B) the "Merger Consideration"following: (i) payable without interest to if the holder of such Share or Preferred share of Company Common Stock makes a proper and timely election in accordance with Section 3.02 to receive cash (a “Cash Election”) with respect to such share of Company Common Stock, which election has not been revoked pursuant to Section 3.02 (each such share, a “Cash Electing Share”), an amount in cash for such Cash Electing Share, upon surrenderwithout interest, equal to the Per Share Merger Consideration Value (the “Per Share Cash Consideration”), except that if (x) the sum of the aggregate number of Dissenting Shares and the aggregate number of Cash Electing Shares, multiplied by (y) the Per Share Merger Consideration Value (such product, the “Aggregate Cash Election Amount”) exceeds the Cash Consideration Cap, then each Cash Electing Share shall be converted into the right to receive (A) an amount in cash, without interest, equal to the manner provided product of (1) the Per Share Merger Consideration Value and (2) a fraction, the numerator of which shall be the Cash Consideration Cap and the denominator of which shall be the Aggregate Cash Election Amount (such fraction, the “Cash Fraction”) and (B) a number of validly issued, fully paid and nonassessable shares of SMMC Elected Common Stock equal to the product of (1) the Per Share Stock Consideration and (2) one minus the Cash Fraction; and (ii) if the holder of such share makes a proper election to receive shares of SMMC Elected Common Stock (a “Stock Election”) with respect to such share of Company Common Stock, which election has not been revoked pursuant to Section 3.02, or the holder of such share fails to make a Cash Election or Stock Election with respect to such share in accordance with the procedures set forth in Section 3.04 hereof3.02, the Per Share Stock Consideration. All of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so shares of Company Common Stock converted into the right to receive consideration as described in this Section 3.01(b) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares shares of Company Common Stock shall thereafter cease to have any rights with respect theretoto such securities, except the right to receive the Merger Consideration therefor upon the surrender applicable consideration described in this Section 3.01(b) into which such share of such Certificate in accordance with Section 3.04 hereof, without interest;Company Common Stock shall have been converted. (bc) At the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each Share and each Preferred Company Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; andthereto (such Company Shares, the “Cancelled Shares”). (cd) At the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each share of common stock, par value $0.01 per share, of First Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $0.001 per share, of the Surviving Corporation. (e) At the Effective Time, by virtue of the First Merger and without any action on the part of any holder thereof, each Company Option that is outstanding immediately prior to the Effective Time shall be assumed by SMMC and converted into (A) an option to purchase shares of SMMC Class A Common Stock (each, a “Converted Option”), provided that the assumption and conversion of any such Company Options that are incentive stock options under Section 422 of the Code will be effected in a manner that is intended to be consistent with the applicable requirements of Section 424 of the Code and the applicable regulations promulgated thereunder, and (B) the contingent right to receive a number of Earnout Securities following the Closing in accordance with Section 3.07

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubAcquisition, the Company Holdings or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Each Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Common Shares to be cancelled pursuant to Section 3.03(b2.1(b) hereof and other than any Dissenting Shares, shall be cancelled and Shares (as hereinafter defined)) shall be converted automatically into the right to receive in cash an amount equal to $2.00 in cash the Common Share Consideration (the "Merger Consideration") payable ), without any interest to the holder of such Share or Preferred Sharethereon, upon surrender, the surrender of the certificate representing such Common Share. (b) Each Share (as defined below) which is held in the manner provided in treasury of Holdings or its Subsidiaries (as defined below) or which is held by Parent or any of its subsidiaries (including the Bord▇▇ ▇▇▇res purchased by Parent pursuant to Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted 1.1(b)) shall no longer be outstanding and shall automatically be cancelled and retired and no payment shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights be made with respect thereto, except . Preferred Shares and Common Shares are herein together referred to as the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;"Shares". (bc) each Share Each share of common stock of Acquisition issued and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company outstanding immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each converted into one share of common stock, par value $0.01 per share, of Merger Sub issued and the Surviving Entity. (d) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has demanded appraisal for such Shares in accordance with the GCL, if the GCL provides for appraisal rights for such Shares in the Merger ("Dissenting Shares"), shall not be converted into and exchanged for one validly issueda right to receive the Merger Consideration unless such holder fails to perfect or withdraws or otherwise loses such holder's right to appraisal. If, fully paid and nonassessable share of common stockafter the Effective Time, no par valuesuch holder fails to perfect or withdraws or loses such holder's right to appraisal, such Dissenting Shares shall be treated as if they had been converted as of the Surviving CorporationEffective Time into the right to receive the Merger Consideration without interest thereon.

Conversion of Securities. At the Effective Time, by virtue of the ------------------------ Merger and without any action on the part of Merger SubPurchaser, the Company or the holders holder of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Each Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares to be cancelled pursuant to Section 2.5(c) and other than Shares with respect to which the provisions of Section 2.11 are applicable) shall automatically be cancelled and extinguished and be converted into and become solely a right to receive $28.00 in cash (adjusted for stock splits or other similar events) without interest (the "Common Stock Consideration"). (b) Each Preferred Share issued and outstanding immediately prior to the Effective Time (other than Preferred Shares to be cancelled pursuant to Section 3.03(b2.5(c) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer be outstanding and as to which the provisions of Section 2.11 are applicable) shall automatically be cancelled and retired extinguished and shall cease to exist, be converted into and each holder of become solely a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive cash in an amount equal to (x) the number of Shares into which such Preferred Share would have been convertible immediately prior to the Effective Time multiplied by (y) $28.00 in cash (adjusted for stock splits or other similar events) without interest (the "Preferred Stock Consideration"). As used herein, the term "Merger Consideration" shall mean either Common Stock Consideration therefor upon or Preferred Stock Consideration or both, as the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;context may require. (bc) each Each Share and each Preferred Share issued and outstanding immediately prior to the Effective Time and held in the treasury of the Company and each Share and each Preferred Share or owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time Purchaser shall automatically be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and. For purposes of this Section 2.5(c), Shares held under the Company's 1987 Stock Option Plan Trust Agreement shall not be deemed to be held in the treasury of the Company. (cd) each Each share of common stock, par value $0.01 per share, capital stock of Merger Sub Purchaser issued and outstanding immediately prior to the Effective Time shall be converted and changed into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, such capital stock of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any shareholders of Parent, Merger Sub or the holders of any Company (each stockholder of the following securities:Company being referred to individually hereinafter as a “Company Stockholder”): (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior Subject to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant provisions of this Section 2.1 and to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;2.2: (bi) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (each, a “Cancelable Common Share”) shall be automatically converted without payment of any consideration (subject to any required adjustment pursuant to Subsection (c) of this Section 2.1) into and exchanged for the right to receive one validly issued, (1) share of fully paid and nonassessable Parent Common (the “Exchange Ratio”); provided, however, that, in the event that any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or otherwise subject to a repurchase option, risk of forfeiture, or other condition under any applicable restricted stock purchase or other agreement with the Company, then the shares of Parent Common Stock to be issued in exchange for such shares of Company Common Stock shall also be unvested and subject to the same repurchase option, risk of forfeiture or other condition without regard, however, to any provisions regarding the acceleration of vesting in the event of certain transactions that may otherwise be applicable. At the Effective Time, (a) all such shares of Company Common Stock shall be deemed no longer to be outstanding and shall automatically be canceled and cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive a certificate representing the shares of Parent Common Stock into which such shares of Company Common Stock shall have been converted in the Merger pursuant to this Section 2.1(a)(i), (b) the holders of certificates previously evidencing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock except as otherwise provided herein or under the DGCL, (c) any certificates previously evidencing shares of Company Common Stock shall be exchanged for certificates representing whole shares of Parent Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 2.2 of this Agreement, and (d) the certificates representing any shares of Parent Common Stock which have been exchanged for shares of Company Common Stock which, immediately prior to the Effective Time, had been unvested or otherwise subject to a repurchase option, risk of forfeiture, or other condition under any applicable restricted stock purchase or other agreement with the Company, shall contain an appropriate legend evidencing such continuing restriction. (ii) Each share of common convertible preferred stock, no $0.001 par valuevalue per share, of the Surviving CorporationCompany (“Company Convertible Preferred Stock”) issued and outstanding as of the date hereof and which remains issued and outstanding immediately prior to the Effective Time (each, a “Cancelable Pre-Definitive Agreement Convertible Preferred Share”) shall be automatically converted without payment of any consideration (subject to any required adjustment pursuant to Subsection (c) of this Section 2.1) into the right to receive a number of shares (rounded down to the nearest whole number) of fully paid and nonassessable Parent Common Stock equal to the number of shares of Company Common Stock into which each such Cancelable Pre-Definitive Agreement Convertible Preferred Share of Company Convertible Preferred Stock would have been convertible as of the Effective Time adjusted to give effect to the Exchange Ratio; provided, however, that, in the event that any Cancelable Pre-Definitive Agreement Convertible Preferred Shares of Company Convertible Preferred Stock outstanding immediately prior to the Effective Time are unvested or otherwise subject to a repurchase option, risk of forfeiture, or other condition under any applicable restricted stock purchase or other agreement with the Company, then the shares of Parent Common Stock to be issued in exchange for such shares of Company Convertible Preferred Stock shall also be unvested and subject to the same repurchase option, risk of forfeiture or other condition without regard, however, to any provisions regarding the acceleration of vesting in the event of certain transactions that may otherwise be applicable. At the Effective Time, (a) all such Cancelable Pre-Definitive Agreement Convertible Preferred Shares of Company Convertible Preferred Stock shall be deemed no longer to be outstanding and shall automatically be canceled and cease to exist, and each certificate previously evidencing any such shares shall thereafter represent the right to receive a certificate representing the shares of Parent Common Stock into which such Cancelable Pre-Definitive Agreement Convertible Preferred Shares of Company Convertible Preferred Stock shall have been converted in the Merger pursuant to this Section 2.1(a)(ii), (b) the holders of certificates previously evidencing Cancelable Pre-Definitive Agreement Convertible Preferred Shares of Company Convertible Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Cancelable Pre-Definitive Agreement Convertible Preferred Shares of Company Convertible Preferred Stock except as otherwise provided herein or under the DGCL, (c) any certificates previously evidencing Cancelable Pre-Definitive Agreement Convertible Preferred Shares of Company Convertible Preferred Stock shall be exchanged for certificates representing whole shares of Parent Common Stock issued in consideration therefor upon the surrender of such certificates in accordance with the provisions of Section 2.2 of this Agreement, and (d) the certificates representing any shares of Parent Common Stock which have been exchanged for Cancelable Pre-Definitive Agreement Convertible Preferred Shares of Company Convertible Preferred Stock which, immediately prior to the Effective Time, had been unvested or otherwise subject to a repurchase option, risk of forfeiture, or other condition under any applicable restricted stock purchase or other agreement with the Company, shall contain an appropriate legend evidencing such continuing restriction. (iii) Unless otherwise agreed by the Parties in writing prior to the Effective Time to be treated as Cancelable Pre-Definitive Agreement Convertible Preferred Shares, each share of Company Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time (each, a “Cancelable Post-

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubViacom, the Company CBS or the holders of any of the following securities: (a) each (i) Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company B Participating Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share of common stock, par value $0.01 1.00 per share, of Merger Sub CBS ("CBS Series B Preferred Stock"), if any, issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 1.085 shares (the "Preferred Exchange Ratio") of Series C Preferred Stock, par value $.01 per share, of Viacom ("Viacom Series C Preferred Stock") and exchanged for one validly issued, fully paid and nonassessable (ii) each share of common stock, no par valuevalue $1.00 per share, of CBS ("CBS Common Stock"; all issued and outstanding shares of CBS Common Stock and all issued and outstanding shares of CBS Series B Preferred Stock being hereinafter collectively referred to as the Surviving Corporation"Shares") issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled or converted pursuant to Section 2.01(b)) shall be converted, subject to Section 2.02(e), into the right to receive 1.085 shares (the "Exchange Ratio") of Class B Common Stock, par value $.01 per share, of Viacom (the "Viacom Class B Common Stock"). (b) Each Share held in the treasury of CBS and each Share owned by Viacom (in each case, other than Shares held by benefit plans or trusts (including Rabbi trusts)) immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto, and each Share owned by any direct or indirect wholly owned subsidiary of Viacom or CBS immediately prior to the Effective Time shall be converted into the right to receive a number of shares of Viacom Class B Common Stock equal to the Exchange Ratio. (c) If, prior to the Effective Time (and as permitted by Sections 5.01 and/or 5.02), the outstanding shares of CBS Common Stock or shares of Viacom Class B Common Stock shall have been increased, decreased, changed into or exchanged for a different number or class of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, combination or exchange of shares or other similar change in capitalization, then an appropriate and proportionate adjustment shall be made to the Exchange Ratio and, in the case of any such adjustments to the Viacom Class B Common Stock, then an appropriate and proportionate adjustment shall be made to the Preferred Exchange Ratio.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Parent, Sub, the Company or the holders holder of any of the following securitiessecurities of the Company or Sub: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Each Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled canceled pursuant to Section 3.03(b2.5(b) and other than any Dissenting SharesShares as defined in Section 2.5(d)), together with associated Rights, shall be cancelled converted into and shall be converted automatically into become the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Per Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred SharePrice. All such Shares and Preferred Shares when so converted associated Rights shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a Certificate certificate representing any such Shares or Preferred Shares and associated Rights shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor Per Share Price, less any required withholding taxes, upon the surrender of such Certificate certificate in accordance with Section 3.04 hereof2.6, without interest;. (b) each Share and each Preferred Share held in the treasury of All Shares, together with associated Rights, that are owned by the Company as treasury stock and each Share and each Preferred Share all Shares, together with associated Rights, owned by Parent Parent, Sub or any direct or indirect wholly other wholly-owned subsidiary Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled canceled and retired and shall cease to exist without any conversion thereof and no payment or distribution consideration shall be made with respect thereto; anddelivered in exchange therefor. (c) each Each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $.01 per share, of the Surviving Corporation. Each certificate representing outstanding shares of the common stock of Sub at the Effective Time shall thereafter represent an equal number of shares of the common stock of the Surviving Corporation. (i) Notwithstanding any provision of this Agreement to the contrary, each outstanding Share the holder of which has perfected such holder's right to demand payment for such holder's Shares in accordance with Article 13 of the ABCA and has not effectively withdrawn or lost such right (a "Dissenting Share"), shall not be converted into or represent the right to receive the Per Share Price, but the holder thereof shall be entitled only to such rights as are granted by Article 13 of the ABCA; provided, however, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time and in accordance with the ABCA, withdraw such person's demand for payment or lose such person's dissenters' rights, shall be deemed to be converted as of the Effective Time into the right to receive the Per Share Price pursuant to Section 2.5(a). (ii) The Company shall give Parent (A) prompt notice and a copy of any written notice of a shareholder's intent to demand payment, of any request to withdraw a demand for payment and of any other instruments delivered to it pursuant to Article 13 of the ABCA and (B) the opportunity to direct all negotiations and proceedings with respect to demands for payment under Article 13 of the ABCA. The Company shall not voluntarily make any payment with respect to any demand for payment and shall not, except with the prior written consent of Parent, settle or offer to settle any such demands.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Each Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary Subsidiary (as defined in Section 8.11) of Parent or of the Company immediately prior to the Effective Time (together with the associated Company Right (as defined in Section 3.2; unless the context requires otherwise, all references herein to Shares include the associated Company Rights)) shall be cancelled canceled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (cb) each Each issued and outstanding share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned subsidiary of Parent. (c) Subject to the other provisions of this Section 2.1, each Share that is issued and outstanding immediately prior to the Effective Time (excluding any Shares canceled pursuant to Section 2.1(a)) shall be converted into either (i) the right to receive 0.6977 shares of common stock, no par valuevalue $10.00 per share, of Parent ("Parent Common Stock"), together with the Surviving Corporationassociated Parent Right (as defined in Section 4.2; unless the context otherwise requires, all references herein to Parent Common Stock include the associated Parent Rights) (the "Per Share Stock Amount"), or (ii) the right to receive $45.00 in cash, without interest (the "Per Share Cash Amount"), or (iii) the right to receive 0.4186 shares of Parent Common Stock and $18.00 in cash, without interest (the "Per Share Mixed Consideration") or (iv) a combination of shares of Parent Common Stock and cash, each as determined in accordance with Section 2.1(g), Section 2.1(h) or Section 2.1(i). All such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each stock certificate previously evidencing Shares ("Stock Certificates") immediately prior to the Effective Time shall thereafter represent the right to receive the Per Share Stock Amount, the Per Share Cash Amount, the Per Share Mixed Consideration or a combination of cash and Parent Common Stock, each in accordance with this Article II. The holders of Stock Certificates shall cease to have any rights with respect to the Shares evidenced thereby except as otherwise provided herein or by Law (as defined in Section 3.6). Such Stock Certificates shall be exchanged for certificates evidencing whole shares of Parent Common Stock and/or cash, in accordance with this Article II. No fractional shares of Parent Common Stock shall be issued, and, in lieu thereof, a cash payment shall be made pursuant to Section 2.2(e). (d) If between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock shall have been changed into a different number of shares, by reason of any stock dividend, subdivision, split or combination of shares, the Per Share Stock Amount and the Parent Common Stock component of the Per Share Mixed Consideration, or of the amount of Parent Common Stock determined pursuant to clause (iv) of Section 2.1(c) shall be correspondingly adjusted to reflect such stock dividend, subdivision, split or combination of shares. (e) The aggregate number of Shares which may be converted into the right to receive cash in the Merger shall be equal to 40% of the number of Shares outstanding immediately prior to the Effective Time (other than Shares owned by Parent or any direct or indirect wholly owned Subsidiary of Parent or of the Company). The aggregate number of Shares which may be converted into the right to receive Parent Common Stock in the Merger shall be equal to 60% of the number of Shares outstanding immediately prior to the Effective Time (other than Shares owned by Parent or any direct or indirect wholly owned Subsidiary of Parent or of the Company). (f) Subject to the allocation and election procedures set forth in this Section 2.1, each record holder (or beneficial owner through appropriate and customary documentation and instructions) immediately prior to the Effective Time of Shares shall be entitled either (i) to elect to receive the Per Share Cash Amount for each such Share (a "Cash Election"), or (ii) to elect to receive the Per Share Stock Amount for each such Share (a "Stock Election"), or (iii) to elect to receive 60% of the Per Share Stock Amount and 40% of the Per Share Cash Amount for each such Share (a "Mixed Election") or (iv) to indicate that such record holder has no preference as to the receipt of cash, Parent Common Stock or a combination thereof with respect to such holder's Shares (a "Non-Election"). All such elections shall be made on a form furnished by Parent for that purpose (a "Form of Election") and reasonably satisfactory to the Company. If more than one Stock Certificate shall be surrendered for the account of the same holder, the number of shares of Parent Common Stock, if any, to be issued to such holder in exchange for the Stock Certificates which have been surrendered shall be computed on the basis of the aggregate number of Shares represented by all of the Stock Certificates surrendered for the account of such holder. Holders of record of Shares who hold such Shares as nominees, trustees or in other representative capacities (each, a "Representative") may submit multiple Forms of Election, provided that such Representative certifies that each such Form of Election covers all Shares held by such Representative for a particular beneficial owner. (g) If the sum of (x) the aggregate number of Shares with respect to which Cash Elections have been made plus (y) 40% of the aggregate number of Shares with respect to which Mixed Elections have been made exceeds the aggregate number of Shares which may be converted into the right to receive cash in the Merger, then: A. Each Share with respect to which a Stock Election shall have been made shall be converted into the right to receive the Per Share Stock Amount; B. Each Share with respect to which a Non-Election shall have been made (or deemed to have been made) shall be converted into the right to receive the Per Share Stock Amount; C. Each Share with respect to which a Cash Election shall have been made shall be converted into the right to receive: (1) the amount in cash, without interest, equal to the product of (i) the Per Share Cash Amount and (ii) a fraction (the "Cash Fraction"), the numerator of which shall be the aggregate number of Shares which may be converted into the right to receive cash in the Merger, and the denominator of which shall be the sum of (x) the aggregate number of Shares with respect to which Cash Elections shall have been made plus (y) 40% of the aggregate number of Shares with respect to which Mixed Elections shall have been made, and (2) the number of shares of Parent Common Stock equal to the product of (x) the Per Share Stock Amount and (y) a fraction equal to one minus the Cash Fraction; and D. Each Share with respect to which a Mixed Election shall have been made shall be converted into the right to receive (i) 60% of the Per Share Stock Amount plus (ii) 40% of the amount of cash specified in clause (C)(1) of this Section 2.1(g) and 40% of the number of shares of Parent Common Stock specified in clause (C)(2) of this Section 2.1(g). (h) If the sum of (x) the aggregate number of Shares with respect to which Stock Elections have been made plus (y) 60% of the aggregate number of Shares with respect to which Mixed Elections have been made exceeds the aggregate number of Shares which may be converted into the right to receive Parent Common Stock in the Merger, then: A. Each Share with respect to which a Cash Election shall have been made shall be converted into the right to receive the Per Share Cash Amount; B. Each Share with respect to which a Non-Election shall have been made (or deemed to have been made) shall be converted into the right to receive the Per Share Cash Amount; C. Each Share with respect to which a Stock Election shall have been made shall be converted into the right to receive: (1) the number of shares of Parent Common Stock equal to the product of (i) the Per Share Stock Amount and (ii) a fraction (the "Stock Fraction"), the numerator of which shall be the aggregate number of Shares which may be converted into the right to receive Parent Common Stock in the Merger, and the denominator of which shall be the sum of (x) the aggregate number of Shares with respect to which Stock Elections shall have been made plus (y) 60% of the aggregate number of Shares with respect to which Mixed Elections shall have been made, and (2) the amount in cash, without interest, equal to the product of (x) the Per Share Cash Amount and (y) a fraction equal to one minus the Stock Fraction; and D. Each Share with respect to which a Mixed Election shall have been made shall be converted into the right to receive (i) 40% of the Per Share Cash Amount plus (ii) 60% of the number of shares of Parent Common Stock specified in clause (C)(1) of this Section 2.1(h) and 60% of the amount of cash specified in clause (C)(2) of this Section 2.1(h). (i) In the event that neither Section 2.1(g) nor Section 2.1(h) above is applicable, then: A. Each Share with respect to which a Cash Election shall have been made shall be converted into the right to receive the Per Share Cash Amount; B. Each Share with respect to which a Stock Election shall have been made (or deemed to have been made) shall be converted into the right to receive the Per Share Stock Amount; C. Each Share with respect to which a Mixed Election shall have been made shall be converted into the right to receive 40% of the Per Share Cash Amount and 60% of the Per Share Stock Amount; and D. Each Share with respect to which a Non-Election shall have been made (or deemed to have been made), if any, shall be converted into the right to receive: (1) the amount in cash, without interest, equal to the product of (i) the Per Share Cash Amount and (ii) a fraction (the "Non-Election Fraction"), the numerator of which shall be the excess of the (A) aggregate number of Shares which may be converted into the right to receive cash in the Merger over (B) the sum of the aggregate number of Shares with respect to which a Cash Election shall have been made plus 40% of the aggregate number of Shares with respect to which Mixed Elections shall have been made, and the denominator of which shall be the excess of (A) the aggregate number of Shares outstanding immediately prior to the Effective Time (other than Shares owned by Parent or any direct or indirect wholly owned Subsidiary of Parent or of the Company) over (B) the sum of the aggregate number of Shares with respect to which a Cash Election, a Stock Election or a Mixed Election shall have been made, and (2) the number of shares of Parent Common Stock equal to the product of (x) the Per Share Stock Amount and (y) a fraction equal to one minus the Non-Election Fraction. (j) Elections shall be made by holders of Shares by delivering the Form of Election to The Bank of New York, or such other bank or trust company designated by Parent and who is reasonably satisfactory to the Company (the "Exchange Agent"). To be effective, a Form of Election must be properly completed, signed and submitted to the Exchange Agent by 5:00 p.m. (New York City time) on the last business day prior to the date of the Company Meeting (or, if applicable, the later of the Company Meeting or the Parent Meeting) or such other time and date as Parent and the Company may mutually agree (the "Election Deadline"), and accompanied by (1)(x) the Stock Certificates representing the Shares as to which the election is being made or (y) an appropriate guarantee of delivery of such Stock Certificates as set forth in such Form of Election from a firm which is a member of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States, provided such Stock Certificates are in fact delivered to the Exchange Agent within three New York Stock Exchange ("NYSE") trading days after the date of execution of such guarantee of delivery (a "Guarantee of Delivery") and (2) a properly completed and signed Letter of Transmittal (as defined in Section 2.2(b)). Failure to deliver Stock Certificates covered by any Guarantee of Delivery within three NYSE trading days after the date of execution of such Guarantee of Delivery shall be deemed to invalidate any otherwise properly made Cash Election, Stock Election or Mixed Election. Parent will have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked and to disregard immaterial defects in Forms of Election. The good faith decision of Parent (or the Exchange Agent) in such matters shall be conclusive and binding. Neither Parent nor the Exchange Agent will be under any obligation to notify any person of any defect in a Form of Election submitted to the Exchange Agent. The Exchange Agent shall also make all computations contemplated by this Section 2.1 and all such computations shall be conclusive and binding on the holders of Shares in the absence of manifest error. Any Form of Election may be changed or revoked prior to the Election Deadline. In the event a Form of Election is revoked prior to the Election Deadline, Parent shall, or shall cause the Exchange Agent to, cause the Stock Certificates representing the Shares covered by such Form of Election to be promptly returned without charge to the person submitting the Form of Election upon written request to that effect from such person. (k) For the purposes hereof, a holder of Shares who does not submit a Form of Election which is received by the Exchange Agent prior to the Election Deadline (including a holder who submits and then revokes his or her Form of Election and does not resubmit a Form of Election which is timely received by the Exchange Agent), or who submits a Form of Election without the corresponding Stock Certificates or a Guarantee of Delivery, shall be deemed to have made a Non-Election. If any Form of Election is defective in any manner that the Exchange Agent cannot reasonably determine the election preference of the shareholder submitting such Form of Election, the purported Cash Election, Stock Election or Mixed Election set forth therein shall be deemed to be of no force and effect and the shareholder making such purported Cash Election, Stock Election or Mixed Election shall, for purposes hereof, be deemed to have made a Non-Election. (l) A Form of Election and a Letter of Transmittal shall be included with each copy of the Joint Proxy Statement (as defined in Section 5.3) mailed to shareholders of the Company in connection with the Company Meeting (as defined in Section 5.3). Parent and the Company shall each use its reasonable best efforts to mail or otherwise make available the Form of Election and a Letter of Transmittal to all persons who become holders of Shares during the period between the record date for the Company Meeting and the Election Deadline.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubHCPI, the Company or the holders holder of any of the following securities: (a) Subject to Section 2.9, each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares shares of Company Common Stock to be cancelled pursuant to canceled in accordance with Section 3.03(b2.7(c) and other than any Dissenting Shareshereof) together with the Company Rights attached thereto or associated therewith, shall be cancelled converted into 0.78 fully paid and shall be converted automatically into nonassessable shares (rounded to the right to receive an amount equal to $2.00 nearest ten-thousandth of a share) (as adjusted as set forth in cash subsection (e) of this Section 2.7, the "Exchange Ratio") of HCPI Common Stock (the "Common Merger Consideration") payable without interest ). Pursuant to the holder HCPI Rights Plan, one HCPI Right will be attached to each share of such Share or Preferred ShareHCPI Common Stock issued upon conversion of Company Common Stock in accordance with this Section 2.7(a), upon surrenderand, prior to the Distribution Date (as defined in the manner provided HCPI Rights Plan) all references in Section 3.04 hereof, this Agreement to HCPI Common Stock shall be deemed to include the HCPI Rights. As of the Certificate that formerly evidenced Effective Time, all such Share or Preferred Share. All such Shares shares of Company Common Stock and Preferred Shares when so converted all Company Rights shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares shares of Company Common Stock shall cease to have any rights with respect thereto, except except, subject to Section 2.10, rights as a holder of HCPI Common Stock and the right to receive (i) certificates representing the Common Merger Consideration Consideration, and (ii) any cash in lieu of fractional shares of HCPI Common Stock to be paid in consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;2.9. (b) Subject to Section 2.9, each Share share of Company Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Series B Preferred Stock to be canceled in accordance with Section 2.7(c) hereof) shall be converted into one share of HCPI Series C Preferred Stock, having substantially the same rights and preferences as the Company Series B Preferred Stock, as set forth on Exhibit B attached hereto (the "Series B Preferred Merger Consideration"). As of the Effective Time, all such shares of Company Series B Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such shares of Company Series B Preferred Share Stock shall cease to have any rights with respect thereto, except, subject to Section 2.10, rights as a holder of HCPI Series C Preferred Stock and the right to receive certificates representing the Series B Preferred Merger Consideration. (c) Each share of Company Common Stock and Company Series B Preferred Stock that is (i) held in the treasury of the Company and each Share and each Preferred Share or owned by Parent or any direct or indirect wholly owned subsidiary of Parent or Subsidiary of the Company (other than shares of Company Common Stock and Company Series B Preferred Stock held or owned on behalf of third parties) or (ii) owned by HCPI or any Subsidiary of HCPI, in each case immediately prior to the Effective Time shall Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled canceled and retired and shall cease to exist without any conversion thereof and no payment or distribution of any consideration shall be made with respect thereto; and. (cd) each Each share of common stock, par value $0.01 per share, HCPI Stock or other capital stock of Merger Sub HCPI issued and outstanding immediately prior to the Effective Time shall remain outstanding and shall be converted unchanged after the Merger. (e) The Exchange Ratio shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into HCPI Common Stock, but expressly excluding any dividends or distributions payable on HCPI Common Stock in cash), reorganization, recapitalization or other like change with respect to HCPI Common Stock occurring after the date hereof and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of prior to the Surviving CorporationEffective Time.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Merger Sub, the Company or the holders holder of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Each Share issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b2.5(b) and other than any Dissenting Shareshereof, shall automatically be cancelled and shall extinguished and, other than Shares with respect to which appraisal rights are properly exercised ("Dissenting Shares"), be converted automatically into the and become a right to receive an amount equal to $2.00 in cash the highest price per share paid pursuant to the Offer (the "Merger Consideration"). (b) payable without interest Each Share issued and outstanding immediately prior to the holder of such Share or Preferred Share, upon surrender, Effective Time and held in the manner provided in Section 3.04 hereof, treasury of the Certificate that formerly evidenced such Share Company or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer be outstanding and owned by Parent, the Purchaser or any subsidiary thereof shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (c) each Each share of common stockthe Merger Sub's Common Stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stockCommon Stock, no par valuevalue $.001 per share, of the Surviving Corporation. (d) The holders of such Dissenting Shares, if any, shall be entitled to payment for such shares only to the extent permitted by and in accordance with the provisions of Section 262 of the Delaware Law; provided, however, that if, in accordance with such Section of the Delaware Law, any holder of Dissenting Shares shall (i) subsequently withdraw his demand for payment for such shares, or (ii) fail to maintain a petition for appraisal as provided in such Section; or if neither any holder of Dissenting Shares nor the Surviving Corporation has filed suit as provided in Section 262 of the Delaware Law, such holder or holders (as the case may be) shall forfeit such right to payment of such Shares, and such Shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, Sub or the Company or the holders of any of its stockholders, the following securities:shall occur. (a) each Section 3.1.1. Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")$.01 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares shares of Company Common Stock to be cancelled canceled pursuant to Section 3.03(b3.1.2, and any shares of Company Common Stock that are held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL (“Dissenting Stockholders”)) (and other than any Dissenting Sharesfor purposes hereof each share of Company Common Stock shall be deemed to include the associated rights of the Company (the “Company Rights”) attributable to such share pursuant to the Rights Agreement, dated as of February 6, 1997, between the Company and American Stock Transfer & Trust Company, as Rights Agent, as amended (the “Company Rights Agreement”)), shall be cancelled and shall be converted automatically converted, subject to Section 3.2.4, into the right to receive an amount equal to Twenty Dollars ($2.00 20.00) in cash (the "Merger Consideration") cash, payable without interest to the holder of such Share or Preferred Sharethereof, upon surrender, in without interest (the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share“Merger Consideration”). All such Shares and Preferred Shares when so converted shares of Company 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 representing any that immediately prior to the Effective Time represented such Shares or Preferred Shares shares shall cease to have any rights with respect thereto, except thereafter represent the right to receive the Merger Consideration therefor therefor; provided, however, that shares of the Company held by Dissenting Stockholders (“Dissenting Shares”) will be treated in accordance with Section 3.3, and shares to be canceled pursuant to Section 3.1.2 shall be treated as provided in Section 3.1.2. Certificates previously representing shares of Company Common Stock (other than Dissenting Shares or shares to be canceled pursuant to Section 3.1.2) shall be exchanged for the Merger Consideration, without interest, upon the surrender of such Certificate Certificates in accordance with the provisions of Section 3.04 hereof3.2. Section 3.1.2. Each share of Company Common Stock held by Parent, without interest; (b) each Share and each Preferred Share held Merger Sub, any Subsidiary of Parent or Merger Sub, in the treasury of the Company and each Share and each Preferred Share owned or by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company Subsidiary immediately prior to the Effective Time shall be cancelled canceled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (c) each Section 3.1.3. Each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stockstock of the Surviving Corporation. Following the Effective Time, no par value, each certificate evidencing ownership of shares of Merger Sub common stock shall evidence ownership of such shares of the Surviving Corporation. Section 3.1.4. If between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, then the Merger Consideration, the Option Payments and the Restricted Stock Payments shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares.

Conversion of Securities. (a) At the Effective Time (after giving effect to the Company Recapitalization), by virtue of the Merger and without any action on the part of any holder of Company Common Stock, each share of Company Common Stock, in each case, that is issued and outstanding immediately prior to the Effective Time or resulting from the Company Preferred Conversion (other than (i) any shares of Company Common Stock subject to Company Awards (which shall be respectively subject to Section 3.3), (ii) any shares of Company Common Stock held in the treasury of the Company, which treasury shares shall be canceled as part of the Merger and shall not constitute “Company Common Stock” hereunder (each such share, a “Treasury Share”), and (iii) any shares of Company Common Stock held by stockholders of the Company who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the DGCL, or to the extent applicable, perfected and not withdrawn a demand for dissenters’ rights pursuant to the applicable provisions of the CCC) shall be canceled and converted into the right to receive the applicable portion of the Aggregate Merger Consideration in accordance with Section 3.1(c). (b) At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror or Merger Sub, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Merger Sub Capital Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share of common stock, par value $0.01 per share, 0.0001 of Merger Sub issued and outstanding the Surviving Corporation. (c) Each holder of shares of Company Common Stock as of immediately prior to the Effective Time or resulting from the Company Preferred Conversion (other than in respect of (x) Treasury Shares, (y) Dissenting Shares, and (z) any shares of Company Common Stock subject to Company Awards (which shall be converted into and exchanged for one validly issuedsubject to Section 3.3)) shall be entitled to receive a portion of the Aggregate Merger Consideration equal to (i) the Exchange Ratio, fully paid and nonassessable share multiplied by (ii) the number of common stockshares of Company Common Stock held by such holder (after giving effect to the Company Recapitalization), with fractional shares rounded down to the nearest whole share. (d) Notwithstanding anything in this Agreement to the contrary, no par value, fractional shares of Acquiror Common Stock shall be issued in the Surviving CorporationMerger.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Merger Sub, the Company or the holders holder of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Each Share issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b2.5(b) and other than any Dissenting Shareshereof, shall automatically be cancelled and shall extinguished and, other than Shares with respect to which appraisal rights are properly exercised ("Dissenting Shares"), be converted automatically into the and become a right to receive an amount equal to $2.00 in cash the highest price per share paid pursuant to the Offer (the "Merger Consideration"). (b) payable without interest Each Share issued and outstanding immediately prior to the holder of such Share or Preferred Share, upon surrender, Effective Time and held in the manner provided in Section 3.04 hereof, treasury of the Certificate that formerly evidenced such Share Company or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer be outstanding and owned by the Purchaser or any subsidiary thereof shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (c) each Each share of common stockthe Merger Sub's Common Stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stockCommon Stock, no par valuevalue $.01 per share, of the Surviving Corporation. (d) The holders of Dissenting Shares, if any, shall be entitled to payment for such shares only to the extent permitted by and in accordance with the provisions of Section 262 of the Delaware Law; provided, however, that if, in accordance with such Section of the Delaware Law, any holder of Dissenting Shares shall (i) subsequently withdraw his demand for payment for such shares, or (ii) fail to maintain a petition for appraisal as provided in such Section; or if neither any holder of Dissenting Shares nor the Surviving Corporation has filed suit as provided in Section 262 of the Delaware Law, such holder or holders (as the case may be) shall forfeit such right to payment of such Shares, and such Shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, the Company Sub or the holders of any securities of Merger Sub or the following securitiesCompany: (a) each share Each Share that is owned by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of common Parent, or that is owned by the Company as treasury stock, no par value (in each case immediately before the "Company Common Stock"; all issued Effective Time, shall automatically be canceled and outstanding shares of the Company Common Stock being collectively referred retired and shall cease to as the "Shares")exist, and the Series A convertible preferred stock no consideration or payment shall be delivered in exchange therefor. (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company A) Each Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled pursuant to canceled in accordance with Section 3.03(b1.3(a) hereof and other than any Dissenting Shares, Shares (as defined in Section 1.6)) shall be cancelled and shall automatically be converted automatically into the right to receive an amount equal to $2.00 12.50 in cash (the "Merger Consideration") payable ), payable, without interest interest, to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 1.4 hereof, of the Certificate certificate that formerly evidenced such Share or Preferred Share. All such Shares shall, by virtue of the Merger and Preferred Shares when so converted shall no longer without any action on the part of the holders thereof, be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor Consideration, without interest thereon, upon the surrender of such Certificate certificate in accordance with Section 3.04 1.4 hereof, without interest;. (b) each Share Each issued and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each outstanding 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 exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock, no par valuevalue $0.01 per share, of the Surviving Corporation, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation following the Effective Time. From and after the Effective Time, any certificate representing the common stock of Merger Sub shall be deemed for all purposes to represent that number of shares of common stock of the Surviving Corporation into which such shares of common stock of Merger Sub represented thereby were converted in accordance with the immediately preceding sentence.

Conversion of Securities. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of the Company, Merger Sub, the Company Sub or the holders of any of the following securitiesShares: (a) each Each share of common stockCommon Stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")$.01 per share, of the Company issued and outstanding (the “Common Stock” or the “Shares”) held by the Company (or any subsidiary of the Company) as treasury stock or owned directly or indirectly by Parent or Merger Sub immediately prior to the Effective Time (including any Shares acquired by Parent, Merger Sub or any other subsidiary of Parent immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made or delivered with respect thereto; and. (b) [Intentionally omitted] (c) each Each share of common stock, par value $0.01 .01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly newly issued, fully paid and nonassessable non-assessable share of common stock, no par value, stock of the Surviving Corporation. (d) Each Share (including any Restricted Shares) issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 3.1(a) and Dissenting Shares), automatically shall be canceled and converted into the right to receive $54.00 in cash, without interest (the “Merger Consideration”), payable to the holder thereof upon surrender of the stock certificate formerly representing such Share (a “Certificate”) in the manner provided in Section 3.2. Such Shares, other than those canceled pursuant to Section 3.1(a) and Dissenting Shares, sometimes are referred to herein as the “Merger Shares.” (e) Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 3.1(a)) and that are held by holders of such Shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL (the “Dissenting Shares”) will not be convertible into the right to receive the Merger Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262 unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company will give Parent (i) notice of any demands received by the Company for appraisals of Shares and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such notices and demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or settle any such demands. (f) If between the date of this Agreement and the Effective Time the number of outstanding Shares is changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination, exchange of shares or the like, other than pursuant to the Merger, the amount of Merger Consideration payable per Merger Share shall be correspondingly adjusted. (g) For the avoidance of doubt, the parties acknowledge and agree that the contribution of Shares (including Restricted Shares) to Parent pursuant to any agreements with holders of Shares (including Restricted Shares) shall be deemed to occur immediately prior to the Effective Time and prior to any other above-described event.

Conversion of Securities. At Subject to the Effective Time, by virtue provisions of the Merger Indenture, the holder hereof has the right, at its option, at any time following the Issue Date and without any action prior to the close of business on the part Maturity Date, to convert the principal hereof or any portion of Merger Subsuch principal which is $_,000 or an integral multiple thereof, into that number of fully paid and non-assessable shares of Common Shares, as such shares shall be constituted at the date of conversion, obtained by dividing the principal amount of this Security or portion thereof to be converted by the Conversion Price in effect at the time, upon surrender of this Security, together with a conversion notice as provided in the Indenture and this Security, to the Company at the office or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares agency of the Company Common Stock being collectively referred maintained for that purpose in the Borough of Manhattan, The City of New York, and, unless the shares issuable on conversion are to be issued in the same name as the "Shares")this Security, and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares duly endorsed by, or accompanied by instruments of transfer in form satisfactory to the Company Preferred Stock being collectively referred to as duly executed by, the "Preferred Shares")holder or by his duly authorized attorney; provided, however, that a Holder of the Company issued this Security may not convert this Security into Common Shares and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting attempted conversion of this Security into Common Shares, shall be cancelled prohibited and void ab initio and shall be converted automatically into deemed a Prohibited Conversion (as defined in the right Indenture) to the extent that, as a result of such conversion (or any series of conversions of which such conversion is a part), either (1) any Person or group of Persons shall become a Five-Percent Shareholder, or (2) the Percentage Stock Ownership interest in the Company of any Five-Percent Shareholder shall be increased. In the event of a Prohibited Conversion the Company will effect a sale of the Common Shares or other Corporation Securities (as defined in the Indenture) issued in violation of this limitation on convertibility (the “Excess Securities”) to a party selected by the Company, and the purported holder of the Excess Securities will be treated as holding the Excess Securities entirely for the benefit of such party. The purported holder will be entitled to the proceeds of any such sale that the Company implements, reduced by any expenses incurred in connection with the discovery and correction by the Company of the improper and null issuance of the Excess Securities to the purported holder, but in no event shall such holder receive an any amount in excess of the portion of the face amount of the Securities applicable to the Excess Securities or in excess of any proceeds attributable to Excess Securities equal to $2.00 a 4.99 Percentage Stock Ownership (as defined in the Indenture). No adjustment in respect of interest or dividends will be made upon any conversion; provided, however, that if this Security shall be surrendered for conversion during the period from the close of business on any record date for the payment of interest through the close of business on the business day next preceding the following interest payment date, this Security must be accompanied by an amount, in funds acceptable to the Company, equal to the interest otherwise payable on such interest payment date on the principal amount being converted. No fractional shares of Common Shares will be issued upon any conversion, but an adjustment in cash (the "Merger Consideration") payable without interest will be paid to the holder of such Share or Preferred Shareholder, upon surrenderas provided in the Indenture, in the manner provided in Section 3.04 hereof, respect of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder any fraction of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor share which would otherwise be issuable upon the surrender of such Certificate any Security or Securities for conversion. The Holder of this Security, by accepting this Security, agrees to the provisions of the Indenture with respect to matters described in accordance with Section 3.04 hereofthis paragraph 19. To assign this Security, without interest; (b) each Share and each Preferred Share held fill in the treasury form below: I or we assign and transfer this Security to (Print or type assignee’s name, address and zip code) and irrevocably appoint ______________________________________________________ agent to transfer this Security on the books of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior Company. The agent may substitute another to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) 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 exchanged act for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporationhim.

Conversion of Securities. (a) At the First Effective Time, by virtue of the First Merger and without any action on the part of any holder of Company Capital Stock, each share of Company Capital Stock that is issued and outstanding immediately prior to the First Effective Time, but excluding (i) any shares of Company Restricted Stock or shares of Company Common Stock subject to Company Options or Company Stock Warrants (in each case, which shall be subject to Section 3.3), (ii) any shares of Company Capital Stock held in the treasury of the Company, which treasury shares shall be cancelled as part of the First Merger and shall not constitute “Company Capital Stock” hereunder (each such share, a “Treasury Share”), and (iii) any Dissenting Shares) shall be cancelled and converted into the right to receive the applicable portion of the Aggregate Merger Consideration as determined pursuant to Section 3.1(c). (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Acquiror or First Merger Sub, each share of First Merger Sub Capital Stock, shall be converted into a share of common stock, par value $0.0001 of the Initial Surviving Corporation. (c) Each holder of shares of Company Capital Stock as of immediately prior to the First Effective Time (other than in respect of (i) any shares of Company Restricted Stock or shares of Company Common Stock subject to Company Options or Company Stock Warrants (in each case, which shall be subject to Section 3.3), (ii) any Treasury Shares and (iii) any Dissenting Shares) shall be entitled to receive (A) a portion of the Aggregate Merger Consideration equal to (1) the Merger Consideration Per Fully Diluted Share, multiplied by (2) the number of shares of Company Capital Stock held by such holder as of immediately prior to the First Effective Time, plus (B) such holder of shares of Company Capital Stock’s Pro Rata Portion of the Aggregate Warrant Consideration, in each case, on the terms and subject to the conditions set forth herein, with fractional shares rounded down to the nearest whole share (and no cash settlements shall be made with respect to fractional shares eliminated by rounding). (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Acquiror, Initial Surviving Corporation, Second Merger Sub, or the holders of any securities of Acquiror or the following securities: Initial Surviving Corporation or the Second Merger Sub: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares stock of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Initial Surviving Corporation issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Second Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof or payment therefor; and no payment or distribution shall be made with respect thereto; and (cb) each share of common stock, par value $0.01 per share, of membership interest in Second Merger Sub issued and outstanding immediately prior to the Second Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stocknon-assessable membership interest in the Surviving Entity, no par value, which shall constitute the only outstanding equity of the Surviving CorporationEntity. (e) Notwithstanding anything in this Agreement to the contrary, no fractional shares of Acquiror Common Stock shall be issued in the Mergers. In lieu of any fractional shares of Acquiror Common Stock to which each holder of Company Capital Stock would otherwise be entitled in the Mergers, the Exchange Agent (as defined below) shall round down to the nearest whole share of Acquiror Common Stock. No cash settlements shall be made with respect to fractional shares eliminated by rounding.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of GigCapital5, Merger Sub, the Company or the holders of any of the following securitiessecurities or rights: (ai) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time (including shares issued upon the exercise or conversion of Company Options, Company Warrants and Company Convertible Notes, in each case prior to the Effective Time, other than but excluding any Shares or Preferred Shares shares to be cancelled pursuant to Section 3.03(b3.01(a)(ii)) and other than any Dissenting Shares, shall be cancelled canceled and shall be converted automatically into (A) the right to receive an amount a number of shares of GigCapital5 Common Stock equal to $2.00 in cash the Exchange Ratio (the "“Per Share Merger Consideration"”) payable without interest to and (B) the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the contingent right to receive a portion of the Merger Consideration therefor upon the surrender of such Certificate Earnout Shares, if, as and when payable in accordance with the provisions of Section 3.04 hereof, without interest3.07; (bii) each Share and each Preferred Share share of Company Common Stock held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and; (ciii) each share of common stock, par value $0.01 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $0.0001 per share, of the Surviving Corporation; and (b) Prior to the Effective Time, the Company shall in a manner acceptable to GigCapital5 take such actions as are necessary to terminate each Company Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, including by payment or in accordance with Section 16(c)(ii) of the Company Option Plan by providing fifteen (15) day notice to holders of the Company Options that if the business combination is consummated, based on the anticipated value of the Company Options, the Company Options shall be terminated without any conversion thereof and no payment or distribution shall be made, and the holder thereof shall cease to have any rights, with respect thereto. At or prior to the Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Options pursuant to the provisions of this Section 3.01(b). (c) Effective as of the Effective Time, each outstanding In-the-Money Company Warrant that is not exercised and exchanged prior to the Effective Time shall automatically, without any action on the part of the holder thereof, in accordance with the provisions thereof (for the avoidance of doubt, as may be amended following the date of this Agreement with the written approval of GigCapital5), be converted into a warrant to acquire a number of shares of GigCapital5 Common Stock at an adjusted exercise price per share, in each case, as determined under this Section 3.01(c) (each such resulting warrant, an “Assumed Warrant”). Each Assumed Warrant shall be subject to the same terms and conditions as were applicable to such corresponding In-the-Money Company Warrant immediately prior to the Effective Time (including applicable vesting conditions), except to the extent such terms or conditions are rendered inoperative by the

Conversion of Securities. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of the Company, Merger Sub, the Company Sub or the holders of any of the following securitiesShares: (a) each Each share of common stockCommon Stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")$0.001 per share, of the Company issued and outstanding (the “Common Stock” or the “Shares”) held by the Company as treasury stock or owned directly or indirectly by Parent immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled Time (whether pursuant to Section 3.03(bthe Offer or otherwise) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made or delivered with respect thereto; and. (cb) each Each share of common stock, par value $0.01 0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly newly issued, fully paid and nonassessable non-assessable share of common stock, no par value, stock of the Surviving Corporation. (c) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 4.1(a)), automatically shall be canceled and converted into the right to receive cash in an amount equal to the Offer Price, without interest thereon (the “Merger Consideration”), payable to the holder thereof upon surrender of the stock certificate formerly representing such Share (a “Certificate”) in the manner provided in Section 4.2. Such Shares, other than those canceled pursuant to Section 4.1(a), sometimes are referred to herein as the “Merger Shares.” (d) If between the date of this Agreement and the Effective Time the number of outstanding Shares is changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination, exchange of shares or the like, other than pursuant to the Merger, the amount of Merger Consideration payable per Merger Share shall be correspondingly adjusted.

Conversion of 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 the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled canceled pursuant to Section 3.03(b2.01(b)) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically converted, subject to Section 2.02(e), into the right to receive an amount equal to $2.00 in cash 0.592 (the "Merger ConsiderationExchange Ratio") payable without interest of a share of Class B common stock, par value $.01 per share, of Parent ("Parent Class B Common Shares"); provided, however, that if between the date of this Agreement and the Effective Time the outstanding Parent Class B Common Shares shall have been changed into a different number of shares or a different class of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, combination or exchange of shares or other similar change in capitalization, then an appropriate and proportionate adjustment shall be made to the holder of such Exchange Ratio; at the Effective Time, each Share or Preferred Share, upon surrender, in issued and outstanding immediately prior to the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and and, other than certificates evidencing Shares to be cancelled pursuant to Section 2.01(b), each holder of a Certificate representing any certificate previously evidencing such Shares or Preferred Shares shall cease to have any rights with respect thereto, except evidence only the right to receive the Merger Consideration therefor upon the surrender number of such Certificate in accordance with Section 3.04 hereof, without interest;Parent Class B Common Shares set forth above; and (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled canceled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) 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 exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock, no par valuevalue $0.01 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subeither the Company, the Company Holdings or the holders of any of the following securities: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")$0.01 per share, of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting ("Company Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company Holdings immediately prior to the Effective Time ("Held Shares"), shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (cb) each Each share of common stockSeries A Cumulative Convertible Preferred Stock, par value $0.01 per share, of Merger Sub issued the Company ("Company Preferred Stock") owned by Holdings immediately prior to the Effective Time ("Held Preferred Shares"), shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. (c) Each warrant certificate owned by Holdings immediately prior to the Effective Time evidencing warrants to purchase Company Shares ("Held Warrants") shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. (d) Any debt or other obligations of the Company or any of its subsidiaries held by Holdings immediately prior to the Effective Time shall be cancelled without any conversion thereof and no payment or distribution shall be made with respect thereto. (e) The limited liability company membership interests of Holdings ("LLC Interests") outstanding immediately prior to the Effective Time shall be converted into and exchanged for one for, in the aggregate, the following: (i) a number of validly issued, fully paid and nonassessable share shares of common stock, no par valuevalue $0.01 per share, of the Surviving Corporation ("Surviving Corporation Shares") equal to the number of Held Shares then held by Holdings; plus (ii) a number of validly issued, fully paid and nonassessable shares of Series A Cumulative Convertible Preferred Stock, par value $0.01 per share, of the Surviving Corporation, having the same terms and conditions as those set forth in the Certificate of Designations for the Company Preferred Stock immediately prior to the Effective Time, equal to the number of Held Preferred Shares then held by Holdings; plus (iii) a number of validly issued, fully paid and nonassessable warrants to purchase Surviving Corporation Shares of the Surviving Corporation, having the same terms and conditions as those set forth in the warrant certificates evidencing the Held Warrants immediately prior to the Effective Time, equal to the number of Held Warrants then held by Holdings; plus (iv) a number of validly issued, fully paid and nonassessable Surviving Corporation Shares having a Fair Market Value equal to the aggregate principal of and accrued but unpaid interest on any debt or other obligations of the Company or any of its subsidiaries held by Holdings immediately prior to the Effective Time (each of clauses (i)-(iv), the "Merger Consideration"). For purposes of this Agreement, the "Fair Market Value" of a Surviving Corporation Share shall mean the average of the per share Closing Prices for Company Shares (rounded to the nearest ten thousandth and rounded up in the case of five one-hundred thousandths) for the ten Trading Days ending on the Trading Day which is five days prior to the Effective Time.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any further action on the part of the Constituent Entities or the stockholders of the Constituent Entities: (a) Each one (1) share of common stock, par value $0.0001 per share, of Merging Corporation outstanding immediately prior to the Effective Time (“Merging Corporation Common Stock”) shall, by virtue of the Merger and without any action on the part of Merger Subthe holder thereof, the Company or the holders of any of the following securities: be converted into one (a1) each fully paid and non-assessable share of common stock, no par value $0.0001 per share, of Surviving Corporation (the "Company “Surviving Corporation Common Stock"; ”), and all issued and outstanding shares of the Company Merging Corporation Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution the certificates therefor, if any, shall be made with respect thereto; andsurrendered to Merging Corporation and cancelled, without the issuance of any additional ownership interests thereof. (cb) each Each one (1) share of common preferred stock, par value $0.01 0.0001 per share, of Merging Corporation outstanding immediately prior to the Effective Time (“Merging Corporation Preferred Stock”) shall, by virtue of the Merger Sub issued and without any action on the part of the holder thereof, be converted into one (1) fully paid and non-assessable share of preferred stock, par value $0.0001 per share, of Surviving Corporation (“Surviving Corporation Preferred Stock”), and all outstanding shares of Merging Corporation Preferred Stock immediately prior to the Effective Time shall be cancelled and retired and the certificates therefor, if any, shall be surrendered to Merging Corporation and cancelled, without the issuance of any additional ownership interests thereof. (c) At the Effective Time, each option, warrant and other security or instrument of the Merging Corporation granting the holder thereof the right to acquire Merging Corporation Common Stock (or other Merging Corporation securities) outstanding immediately prior to the Effective Time (collectively, the “Merging Corporation Securities”) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a corresponding option, warrant and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, other security or instrument of the Surviving CorporationCorporation granting the holder thereof the right to acquire an equivalent number of shares of Surviving Corporation Common Stock (or other Surviving Corporation securities) as the number of shares of Merging Corporation Common Stock underlying such Merging Corporation Securities (collectively, the “Surviving Corporation Securities”). Notwithstanding any term of any agreement, instrument or other document to which such Merging Corporation Securities was subject immediately prior to the Effective Time that provides otherwise, immediately following the Effective Time, each of the Surviving Corporation Securities shall have the same terms and conditions as those of the applicable Merging Corporation Securities, including any vesting and forfeiture conditions. Neither the execution of this Agreement, the consummation of the Merger, nor any other transaction contemplated herein is intended, or shall be deemed, to constitute a “change in control” (or term of similar import) under any agreement to which any Merging Corporation Securities is subject.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) each share of common stock, no par value per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation without any action on the part of the holder thereof. (b) At the "Effective Time, each issued and outstanding share of common stock, no par value per share, of Company (“Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"”), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company that is issued and outstanding immediately prior to the Effective TimeTime shall automatically be canceled and extinguished and converted, other than without any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Sharesaction on the part of the holder thereof, shall be cancelled and shall be converted automatically into the right to receive an amount equal the Merger Consideration per share (as may be adjusted pursuant to $2.00 in cash (this Agreement, the "“Per Share Common Stock Merger Consideration") ”), payable without interest to such holder pursuant to Annex B and the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, terms of the Certificate that formerly evidenced such Share or Preferred ShareEscrow Agreement, as applicable. All such Shares and Preferred Shares shares of Company Common Stock, when so converted converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Common Stock Merger Consideration to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 1.7 of this Agreement. (c) At the Effective Time, each issued and outstanding share of Series A Convertible Preferred Stock, par value $0.001 per share, of Company (the “Series A Preferred Stock”), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive the Merger Consideration per share (as may be adjusted pursuant to this Agreement, the “Per Share Series A Preferred Stock Merger Consideration”), payable to such holder pursuant to Annex B and the terms of the Escrow Agreement, as applicable. All such shares of Series A Preferred Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Series A Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Series A Preferred Stock Merger Consideration to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 1.7 of this Agreement. (d) At the Effective Time, each issued and outstanding share of Series B-1 Preferred Stock, par value $0.001 per share, of Company and Series B Preferred Stock, par value $0.001 per share, of Company (together referred to as the “Series B Preferred Stock”, and with the Series A Preferred Stock, the “Company Preferred Stock”), that is issued and outstanding immediately prior to the Effective Time shall automatically be canceled and extinguished and converted, without any action on the part of the holder thereof, into the right to receive the Merger Consideration per share (as may be adjusted pursuant to this Agreement, the “Per Share Series B Preferred Stock Merger Consideration”), payable to such holder pursuant to Annex B and the terms of the Escrow Agreement, as applicable. All such shares of Series B 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 certificate representing any such Shares or shares of Series B Preferred Shares Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Series B Preferred Stock Merger Consideration to be issued or paid in consideration therefor upon the surrender of such Certificate certificate in accordance with Section 3.04 hereof, without interest;1.7 of this Agreement. (be) each Share Each share of Company Common Stock and each Company Preferred Share Stock (collectively, “Company Stock”) held in the Company’s treasury of the (“Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to Treasury Stock”) at the Effective Time shall shall, by virtue of the Merger, be cancelled and retired and shall cease to exist without payment of any conversion thereof consideration therefor. All such shares of Company Treasury Stock, when so extinguished, shall no longer be outstanding and no payment or distribution shall automatically be made with respect thereto; and (c) each share of common stock, par value $0.01 per share, of Merger Sub issued cancelled and outstanding immediately prior retired and shall cease to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporationexist.

Conversion of Securities. At and as of 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 the following securitiesits stockholders: (a) each share Each of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to (except as the "Shares"provided in Section 2.8(b) or Section 2.8(c) below), and together with the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")associated Rights, of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Sharesextent that the Rights Agreement is then in effect, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash the Per Share Amount (the "“Merger Consideration"”) payable without interest to the holder of such Share or Preferred Sharethereof, upon surrenderwithout interest, in the manner provided in Section 3.04 hereof2.9, less any required withholding Taxes; provided, that it shall be a condition to the receipt by a stockholder of the Certificate Company of any Merger Consideration with respect to any share of Common Stock that formerly evidenced the certificate representing such Share share immediately prior to the Effective Time (the “Certificates”) shall have first been delivered to the Paying Agent pursuant to Section 2.9(c), duly endorsed in blank or Preferred Shareaccompanied by a duly executed stock power. All Except as otherwise provided in Section 2.8(b), all shares of Common Stock, together with the associated Rights, to the extent that the Rights Agreement is then in effect, outstanding immediately prior to the Effective Time shall no longer be outstanding upon the Effective Time and shall automatically be cancelled and shall cease to exist, and each such certificate which immediately prior to the Effective Time represented any shares of Common Stock shall thereafter only represent the right to receive the Merger Consideration therefor. (b) Notwithstanding anything in this Agreement to the contrary, shares of Common Stock, together with the associated Rights, that are outstanding immediately prior to the Effective Time and that are held by any Person who has not voted in favor of the Merger and is entitled to demand and properly demands appraisal of such shares of Common Stock (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8(a), but rather the holders of such Appraisal Shares shall be entitled to payment of the fair value of such Appraisal Shares in accordance with Section 262 (and Preferred at the Effective Time such Appraisal Shares 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 representing any such Shares or Preferred Shares holders shall cease to have any rights right with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender fair value of such Certificate Appraisal Shares in accordance with Section 3.04 hereof262); provided, without interest;however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Merger Consideration therefor as provided in Section 2.8(a). The Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to DGCL and received by the Company and (ii) opportunity to direct all negotiations and proceedings with respect to demands for appraisal under DGCL. (bc) each Share and each Preferred Share Each share of Common Stock held in the treasury of or reserved for issuance by the Company and each Share and each Preferred Share share of Common Stock owned by Parent Parent, Merger Sub or any direct or indirect wholly owned subsidiary or affiliate of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist extinguished without any conversion thereof thereof, and no payment or distribution portion of the Merger Consideration shall be made with respect allocated or paid thereto; and. (cd) each Each share of the Merger Sub’s 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 exchanged for one validly issued, fully paid and nonassessable share of the Surviving Corporation’s common stock, no par value, value $0.01 per share. (e) The Merger Consideration shall be adjusted to reflect any change in the number of shares of Common Stock issued and outstanding as of the Surviving CorporationEffective Time by reason of any stock dividend, stock split, recapitalization, combination, exchange of shares, merger, consolidation, reorganization or the like or any other change in the corporate or capital structure; provided, however, that nothing in this Section 2.8(e) shall be construed as permitting the Company to take any action or enter into any transaction otherwise prohibited by this Agreement.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Each Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time (excluding any Shares to be canceled pursuant to Section 1.6(b)) shall be converted converted, subject to Section 1.6(f), into and exchanged for one the right to receive (i) the quotient of 11,650,400 shares (the "STOCK CONSIDERATION") of validly issued, fully paid and nonassessable share shares ("PARENT SHARES") of common stockthe Common Stock, no $0.01 par valuevalue per share, of Parent ("PARENT COMMON STOCK") divided by the Surviving CorporationDiluted Company Common Stock (the "PER SHARE STOCK CONSIDERATION") and (ii) the quotient of $50,000,000 in cash less (A) one-half of any amounts advanced to the Company by Parent after the date hereof and (B) unless the holders of the Series I Preferred Stock shall have converted such Series I Preferred Stock prior to the Effective Time, any amounts that would be payable upon redemption of all shares of the Company's Convertible Preferred Stock, Series I, $.01 par value per share (the "SERIES I PREFERRED STOCK"), that are issued or issuable as of the date hereof, assuming redemption is made on the date on which the Effective Time occurs in accordance with the provisions of the Company's Articles of Incorporation or pursuant to any agreement with the holders of Series I Preferred Stock prior to the Effective Time (the "CASH CONSIDERATION") divided by the Diluted Company Common Stock (the "PER SHARE CASH CONSIDERATION"). If the average closing price of Parent Common Stock on The Nasdaq National Market for the five trading days ending on the day before the date on which the Effective Time occurs (the "AVERAGE CLOSING PRICE") is less than $4.2917, then the $50,000,000 in the previous sentence shall be reduced to 11,650,400 multiplied by the Average Closing Price.

Conversion of Securities. At As of the Effective Time, by virtue of the Merger Date and without any action on the part of Merger SubOHI, the Company MERGER SUB, STANDARD DRILLING or the holders of any of the securities of any of these corporations, each of the following securitiesshall occur: (a1) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company STANDARD DRILLING Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and Date shall be converted automatically into the right to receive an amount equal to $2.00 in cash one (the "Merger Consideration"1) payable without interest to the holder share of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred ShareOHI Common Stock. All such Shares and Preferred Shares when so converted shares of STANDARD DRILLING Common Stock shall no longer be outstanding and shall automatically be cancelled and retired canceled and shall cease to exist, and each holder of a Certificate representing certificate previously evidencing any such Shares or Preferred Shares shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions hereof, certificates evidencing such number of shares of OHI Common Stock, respectively, into which such shares of STANDARD DRILLING Common Stock were converted. The holders of such certificates previously evidencing shares of STANDARD DRILLING Common Stock outstanding immediately prior to the Effective Date shall cease to have any rights with respect thereto, to such shares of STANDARD DRILLING Common Stock except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interestas otherwise provided herein or by law; (b2) each Share and each Preferred Share Any shares of capital stock of STANDARD DRILLING held in the STANDARD DRILLING’s treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time Date shall automatically be cancelled canceled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and; (c3) each Each share of common stock, par value $0.01 per share, capital stock of Merger Sub MERGER SUB issued and outstanding immediately prior to the Effective Time Date shall be converted into and exchanged for remain in existence as one validly issued, fully paid and nonassessable (1) share of common stock, no par value, stock of the Surviving Corporation., which shall be owned by OHI;

Conversion of Securities. At (a) As of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any securities of the following securitiesConstituent Corporations: (ai) each Each issued and outstanding share of common stock, no par value $.01 per share, of Sub shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (ii) All Shares that are held in the "Company Common Stock"; all issued and outstanding shares treasury of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares or by any wholly-owned Subsidiary of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), and any Shares owned by Parent or by any wholly-owned Subsidiary of the Company Parent shall be canceled and no capital stock of Parent or other consideration shall be delivered in exchange therefor. (iii) Each Common Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares shares to be cancelled pursuant to canceled in accordance with Section 3.03(b2.5(a)(ii) and other than any Dissenting Shares, shall be cancelled and Common Shares (as defined in Section 2.5(a)(v)) shall be converted automatically into the right to receive an amount equal to $2.00 from the Surviving Corporation in cash cash, without interest, the per share price paid for Common Shares in the Offer (the "Common Share Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share). All such Shares and Preferred Shares Common Shares, when so converted 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 representing certificate which immediately prior to the Effective Time represented any such Common Shares or shall cease to have any rights with respect thereto, except the right to receive the Common Share Merger Consideration. (iv) Each Preferred Share issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.5(a)(ii) and other than Dissenting Preferred Shares (as defined in Section 2.5(a)(vi)) shall be converted into the right to receive from the Surviving Corporation in cash, without interest, the price paid per Preferred Share in the Offer (without taking into account the amount paid with respect to accumulated and unpaid dividends), plus, if the Effective Time is after July 31, 2000, all accumulated and unpaid dividends on such Preferred Share from August 1, 2000 to and including the Effective Time (the "Preferred Share Merger Consideration"). All such Preferred Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and each holder of a certificate which immediately prior to the Effective Time represented any such Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Preferred Share Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;Consideration. (bv) each Share and each Preferred Share held in the treasury Notwithstanding any provision of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior this Agreement to the Effective Time shall be cancelled and retired and shall cease contrary, if required by the DGCL but only to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share of common stockthe extent required thereby, par value $0.01 per share, of Merger Sub Common Shares which are issued and outstanding immediately prior to the Effective Time and which are held by holders who properly exercise appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Common Shares") will not be convertible into the right to receive the Common Share Merger Consideration, and holders of such Common Shares will be entitled to receive payment of the appraised value of such Common Shares in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Common Shares will thereupon be treated as if they had been converted at the Effective Time into the right to receive the Common Share Merger Consideration, without any interest thereon. The Company will give Parent prompt notice of any demands received by the Company for appraisals of Common Shares. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. (vi) Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, Preferred Shares which are issued and outstanding immediately prior to the Effective Time and which are held by holders who properly exercise appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Preferred Shares") will not be convertible into the right to receive the Preferred Share Merger Consideration, and holders of such Preferred Shares will be entitled to receive payment of the appraised value of such Preferred Shares in accordance with the provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Preferred Shares will thereupon be treated as if they had been converted at the Effective Time into the right to receive the Preferred Share Merger Consideration, without any interest thereon. The Company will give Parent prompt notice of any demands received by the Company for appraisals of Preferred Shares. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. (b) Each Company Stock Option (as hereinafter defined) shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporationtreated in accordance with Section 6.5.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Parent, Acquisition Sub, the Company or the holders of any of the following securitiesShares: (a) each share of common stock, no par value (the "Company Common Stock"; all Each issued and outstanding shares of Share held by the Company Common Stock being collectively referred to as the "Shares"), a treasury Share or held by any direct or indirect Company Subsidiary and the Series A convertible preferred stock (the "Company Preferred Stock"; all each issued and outstanding shares Share owned by Parent, Acquisition Sub or any other direct or indirect Subsidiary of the Company Preferred Stock being collectively referred to as the Parent (a "Preferred SharesPARENT SUBSIDIARY"), of the Company issued and outstanding ) immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; (b) Each Share issued and outstanding immediately prior to the Effective Time, other than (i) those Shares referred to in Section 2.7(a) and (ii) Dissenting Shares (as hereinafter defined), shall be canceled and shall be converted automatically into and represent the right to receive the kind and amount of consideration (without interest) equal to the kind and amount of consideration paid per Share pursuant to the Offer (the "MERGER CONSIDERATION"), payable (without interest) to the holder of such Share upon surrender, in the manner provided in Section 3.1, of the Certificate (as hereinafter defined) that formerly evidenced such Share. All of the Certificates evidencing Shares, by virtue of the Merger and without any action on the part of the stockholders of the Company or the Company, shall be deemed to be no longer outstanding, shall not be transferable on the books of the Surviving Corporation, and shall represent solely the right to receive the amount set forth in this Section 2.7(b); and (c) each Each share of common stock, par value $0.01 .01 per share, of Merger Acquisition Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock, no par valuevalue $1.00 per share, of the Surviving Corporation, certificates for which shall be issued to the stockholders of Acquisition Sub on a pro rata basis in accordance with their respective shares of Acquisition Sub upon surrender to the Surviving Corporation of such stockholders' certificates formerly representing such shares of Acquisition Sub.

Conversion of Securities. (a) At the First Effective Time, by virtue of the Reincorporation Merger and without any action on the part of Merger SubStar, the Company Firstar, Foxtrot (DE) or the holders of any capital stock of the following securities: Firstar, Star or Foxtrot (a) DE), each share of the common stock, no par value $1.25, of Firstar (the "Company Firstar Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company ) issued and outstanding immediately prior to the First Effective Time, Time shall cease to be outstanding and (other than any shares of Firstar Common Stock held by Firstar or any of its wholly owned Subsidiaries (as defined herein), except for Trust Account Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b(as defined herein) and other than any Dissenting SharesDPC Shares (as defined herein)), shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash 0.76 (the "Merger ConsiderationExchange Ratio") payable without interest to the holder shares of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, Foxtrot (DE) Common Stock (as defined herein). (b) All of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so shares of Firstar Common Stock converted into the right to receive Foxtrot (DE) Common Stock pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to existexist as of the First Effective Time, and each holder of certificate (each a Certificate "Firstar Common Certificate") previously representing any such Shares or Preferred Shares shares of Firstar Common Stock shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) a certificate representing the Merger Consideration number of whole shares of Foxtrot (DE) Common Stock and (ii) cash in lieu of any fractional shares otherwise issuable pursuant to Section 1.4(a), in accordance with Section 3.2. Firstar Common Certificates previously representing shares of Firstar Common Stock shall be exchanged for certificates representing whole shares of Foxtrot (DE) Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificate Firstar Common Certificates in accordance with Section 3.04 hereof, 3.1 without interest;any interest thereon. (bc) each Share and each Preferred Share held in At the treasury First Effective Time, all shares of the Company and each Share and each Preferred Share Firstar Common Stock that are owned by Parent Firstar as treasury stock and all shares of Firstar Common Stock that are owned, directly or indirectly, by Firstar or any direct or indirect of its wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time Subsidiaries (other than Trust Account Shares and DPC Shares) shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment stock of Foxtrot (DE) or distribution other consideration shall be made with respect thereto; and (c) 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 exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporationdelivered in exchange therefor.

Conversion of Securities. (a) In accordance with the Put Call Agreement, immediately prior to the Arrangement Effective Time, at 11:58p.m. Vancouver, British Columbia time, on the Arrangement Effective Date, the Company will convert the Eagle Exchangeable Class A Shares into Company Common Shares. (b) At the Arrangement Effective Time, by virtue of the Arrangement and as set forth in the Plan of Arrangement, and without any action on the part of SPAC, Merger Sub, Holdco or the Company or the holders of any of the following securities: (i) first, (A) each Company Class C Preferred Share issued and outstanding immediately prior to the Arrangement Effective Time shall automatically be converted into and exchanged for one (1) validly issued, fully paid and non-assessable Company Common Share and (B) each Company Class D Preferred Share issued and outstanding immediately prior to the Arrangement Effective Time shall automatically be converted into and exchanged for a number of validly issued, fully paid and non-assessable Company Common Shares equal to the Class D Preferred Conversion Ratio (collectively, the “Company Preferred Share Conversion”); (ii) then, immediately following the Company Preferred Share Conversion, each Company Common Share issued and outstanding immediately prior to the Arrangement Effective Time shall automatically be transferred to Holdco in consideration of the Arrangement Consideration payable to the holders thereof as set forth in the Payment Spreadsheet and pursuant to the Plan of Arrangement; and (iii) Company Shares, if any, held in the treasury of the Company shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto. (c) At the Merger Effective Time, by virtue of the Merger and without any action on the part of SPAC, Merger Sub, Holdco or the Company or the holders of any of the following securities: (ai) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company SPAC Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Merger Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, Time shall be cancelled and shall automatically be converted automatically into and exchanged for the right to receive an amount equal to $2.00 in cash one (1) validly issued, fully paid and nonassessable Holdco Common Share (the "“SPAC Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest”); (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (cii) each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Merger Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, no par valuevalue $0.01 per share, of the Surviving Corporation; and (iii) as consideration for Holdco issuing the SPAC Merger Consideration, for each common share of Merger Sub held by Holdco immediately prior to the Merger Effective Time, the Surviving Corporation shall issue to Holdco one validly issued, fully paid and nonassessable shares of common stock, par value $0.0001 per share, of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, CNT, the Company or the holders of any of the following securitiestheir respective shareholders: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Class B Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent CNT or any direct or indirect wholly owned subsidiary Subsidiary (as defined in Section 8.11) of Parent or of the Company CNT (including Merger Sub) immediately prior to the Effective Time shall be cancelled canceled and retired and shall cease to exist extinguished, without any conversion thereof thereof, and no payment or distribution shall be made with respect thereto; and. (cb) each 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 exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock, no par value, stock of the Surviving Corporation, and the Surviving Corporation shall be a wholly owned Subsidiary of CNT. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, except as otherwise provided in Section 2.5(a) and Section 2.9, shall be converted into the right to receive $2.3132 in cash. The aggregate cash consideration to be paid in the Merger with respect to the shares of Company Common Stock is referred to herein as the "Merger Consideration" and together with the Stock Purchase Consideration is referred to herein as the "Transaction Consideration." (d) From and after the Effective Time, all shares of Company Common Stock converted in accordance with Section 2.5(c) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate evidencing any shares of Company Common Stock outstanding immediately prior to the Effective Time (a "Company Stock Certificate") shall cease to have any rights with respect thereto except the right to receive the Merger Consideration in respect thereof. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with Section 2.5(b).

Conversion of Securities. At Subject to the terms and conditions of this Agreement, at the First Effective Time, automatically, by virtue of the First Merger and without any further action on the part of Merger SubParent, Acquisition Sub I, the Company or the holders of any stockholder of the following securitiesCompany: (a) all shares of Company Common Stock that are held in the Company’s treasury or are held directly by Parent or Acquisition Sub I immediately prior to the First Effective Time shall be cancelled and shall cease to exist, and no consideration shall be paid or payable in respect thereof; (b) except as provided in Section 1.5(a), each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company that is issued and outstanding immediately prior to the First Effective TimeTime (for the avoidance of doubt, other than any Shares or Preferred Shares to be cancelled including for all purposes hereunder, the “Earnout Shares”, as such term is defined in that certain Sponsor Share Cancellation and Vesting Agreement, dated as of November 24, 2020, by and among INSU Acquisition Corp. II, Insurance Acquisition Sponsor II, LLC, and Dioptra Advisors II, LLC (the “Sponsor Share Cancellation and Vesting Agreement”), which Parent acknowledges and agrees shall fully vest upon the First Effective Time pursuant to Section 3.03(b1.2(c) of the Sponsor Share Cancellation and other than any Dissenting Shares, shall be cancelled and Vesting Agreement) shall be converted automatically into the right to receive an amount receive, without interest, a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to $2.00 in cash the Exchange Ratio (the "Merger Consideration") per share consideration payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with this Section 3.04 hereof1.5(b), without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto“Merger Consideration”); and (c) each share of common stock, par value $0.01 per share, of Merger Acquisition Sub I that is issued and outstanding immediately prior to the First Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, no par valuevalue $0.01 per share, of the Initial Surviving Corporation. (d) Subject to the terms and conditions of this Agreement, at the Second Effective Time, automatically, by virtue of the Second Merger and without any action on the part of Parent, the Initial Surviving Corporation or Acquisition Sub II, each share of common stock, par value $0.01 per share, of the Initial Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and shall cease to exist. Each limited liability company interest of Acquisition Sub II issued and outstanding immediately prior to the Second Effective Time shall remain outstanding as a limited liability company interest of the Surviving Company.

Conversion of Securities. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, the Company Sub or the holders of any of the following securitiesShares: (a) each share of common stockEach Share held by the Company as treasury stock or otherwise owned by Parent, no par value (the "Company Common Stock"; all issued and outstanding shares Merger Sub or any wholly-owned Subsidiary of the Company Common Stock being collectively referred immediately prior to as the "Shares"), and the Series A convertible preferred stock Effective Time (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding including Shares acquired by Parent immediately prior to the Effective Time), other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Sharesif any, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made or delivered with respect thereto; and. (cb) each share of common stock, par value $0.01 per share, of Each Merger Sub Share issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly newly issued, fully paid and nonassessable non-assessable share of common stock, no par value, stock of the Surviving Corporation. (c) Each Share (including any Company Restricted Shares) issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.2(a)) automatically shall be canceled and converted into the right to receive $90.00 in cash, without interest (the “Merger Consideration”), payable to the holder thereof upon surrender of the certificate (a “Certificate”) or the book-entry share (a “Book-Entry Share”) formerly representing such Share in the manner provided in Section 2.3. Such Shares (including any Company Restricted Shares), other than those canceled pursuant to Section 2.2(a), sometimes are referred to herein as the “Merger Shares.” (d) If between the date of this Agreement and the Effective Time the number of outstanding Shares is changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination, exchange of shares or the like, other than pursuant to the Merger, the amount of Merger Consideration payable per Share and any other dependent items shall be appropriately adjusted to provide the holders of the Shares the same economic effect as contemplated by this Agreement prior to such action and as so adjusted shall, from and after the date of such event, be the Merger Consideration or other dependent items, subject to further adjustment in accordance with this Section 2.2(d). (e) Each Share (other than those canceled pursuant to Section 2.2(a)) outstanding immediately prior to the Effective Time, granted subject to vesting or other lapse restrictions pursuant to the Company Stock Plans or any applicable restricted stock award agreements (collectively, the “Company Restricted Shares”) shall, by virtue of this Agreement and in accordance with Section 2.4(b), vest and become free of such restrictions immediately prior to the Effective Time and shall be canceled, retired and shall cease to exist and shall be converted into the right to receive the Merger Consideration in accordance with Section 2.2(c). (f) The Company Options outstanding immediately prior to the Effective Time shall be treated as provided in Section 2.4. (g) For the avoidance of doubt, the parties acknowledge and agree that the contribution or sale of Shares (including Company Restricted Shares, if any) to Parent by the Contributing Stockholders shall be deemed to occur immediately prior to the Effective Time and prior to any other above-described event and shall not be converted into the right to receive the Merger Consideration.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares shares of Company Common Stock to be cancelled pursuant to Section 3.03(b2.01(b) and other than any Dissenting Shares, Shares (as defined in Section 2.06)) shall be cancelled canceled and shall be converted automatically converted, subject to Section 2.02(e), into the right to receive an amount equal to $2.00 in cash 1.184055 shares (the "Exchange Ratio") of Parent Common Stock (the "Merger Consideration") payable without interest ); provided, however, that, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Exchange Ratio shall be correspondingly adjusted to the holder extent appropriate to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interestshares; (b) each Share and each Preferred Share share of Company Common Stock held in the treasury of the Company and each Share and each Preferred Share share of Company Common Stock owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) 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 exchanged for one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $0.01 per share, of the Surviving Corporation.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, the Company Sub or the holders any holder of any of the following securitiesCommon Shares or any of the 8½% Preference Shares or any of the Merger Sub Common Shares: (ai) each share of common stock, no par value (the "Company Each Merger Sub Common Stock"; all Share issued and outstanding shares of immediately prior to the Company Common Stock being collectively referred to as the "Shares")Effective Time shall be converted into one fully paid and nonassessable common share, and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")par value $0.01 per share, of the Surviving Company with the same rights, powers and privileges as the shares so converted and, together with the 8½% Preference Shares issued and outstanding immediately prior to the Effective Time, shall constitute the only issued and outstanding share capital of the Surviving Company; (ii) Each Common Share that is owned by Parent or Merger Sub or the Company as a treasury share or any of their respective direct or indirect wholly owned Subsidiaries immediately prior to the Effective Time shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) Subject to Section 7(a)(v) and Section 7(b) below, each Common Share issued and outstanding immediately prior to the Effective Time (other than any Shares or Preferred Shares shares to be cancelled pursuant to Section 3.03(bcanceled in accordance with paragraph (ii) and other than any Dissenting Shares, shall be cancelled and above) shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares Common Shares, when so converted converted, shall no longer be issued and outstanding and shall automatically be cancelled and retired canceled and shall cease to exist, and each holder of a Certificate representing certificate (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such Shares or Preferred Common Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interestConsideration; (biv) each Each 8½% Preference Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) 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 one Surviving Company Preference Share with the same rights, preferences and exchanged for one validly issuedvoting powers as the 8½% Preference Shares so that each holder of 8½% Preference Shares owns the same number of Surviving Company Preference Shares immediately after the Effective Time as such entity owned of 8½% Preference Shares immediately prior to the Effective Time; and (v) At the Effective Time, fully paid and nonassessable share all Dissenting Shares shall automatically be canceled and, unless otherwise required by applicable Law, converted into the right to receive, in the case of common stockCommon Shares, no par valuethe Merger Consideration or, in the case of the 8½% Preference Shares, the preferred shares of the Surviving CorporationCompany, and any holder of Dissenting Shares shall, in the event that the fair value of a Dissenting Share as appraised by the Supreme Court of Bermuda under Section 106(6) of the Companies Act is greater than, in the case of Common Shares, the Merger Consideration or, in the case of the 8½% Preference Shares, the value of their preference shares in the Surviving Company, be entitled to receive such difference from the Surviving Company by payment made within one month after such Appraised Fair Value is finally determined pursuant to such appraisal procedure. (b) Effective as of immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company PSUs or Company RSUs, as applicable: (i) each then outstanding Company PSU shall become fully vested on the basis of assuming, in all cases, the achievement in full of the applicable performance metrics at the target level of performance and be canceled in exchange for the right of the holder thereof to receive the PSU Merger Consideration; and (ii) each then outstanding Company RSU shall become fully vested and be canceled in exchange for the right of the holder thereof to receive the RSU Merger Consideration.

Conversion of 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 the following securities: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")$0.01 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares shares of Company Common Stock (“Shares”) to be cancelled canceled pursuant to Section 3.03(b2.1(b) and other than any Dissenting Sharesor converted pursuant to Section 2.1(c), shall be cancelled and shall be converted automatically into the right to receive an amount equal to Nine Dollars ($2.00 9.00) in cash (the "“Merger Consideration"”) payable without interest to the holder of such Share or Preferred Sharethereof, upon surrenderwithout interest, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share2.3. All such Shares and Preferred Shares when so that have been converted shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except into the right to receive the Merger Consideration therefor upon as provided in this Section 2.1 shall be automatically canceled and shall cease to exist. If, between the surrender date hereof and the Effective Time, there is a reclassification, recapitalization, stock split, stock dividend, subdivision, combination or exchange of such Certificate shares with respect to, or rights issued in accordance with Section 3.04 hereofrespect of, Shares, the Merger Consideration shall be adjusted accordingly, without interestduplication, to provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; (b) each Share and each Preferred Each Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company Merger Sub immediately prior to the Effective Time (other than Shares held on behalf of third parties) shall be cancelled and retired canceled and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; (c) Each Share held by any direct or indirect subsidiary of either the Company or Parent (other than Merger Sub) immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such subsidiary owned of the Company immediately prior to the Effective Time; and (cd) each Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stock, no par value, stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue -------------------------------------- of the Merger and without any action on the part of Purchaser, the Company, holders of any Shares, holders of common stock of Purchaser or the holders of any of the following securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 2.6(b), and any Dissenting Shares (as defined in Section 2.8(a)) by virtue of the Merger and without any action on the part of the holder thereof, shall be canceled, extinguished and converted into the right to receive $10.75 in cash or such greater amount that may be paid pursuant to the Offer (the "Merger Consideration"), payable to the holder thereof, without interest, less any required withholding taxes. Each holder of a certificate representing any such Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration for such Shares upon the surrender of such certificate in accordance with Section 2.9 below. (b) Each share of Company common stock, par value $0.01 per share (the "Company Common Stock") held in the treasury of the Company together with the associated Rights (all references herein to Company Common Stock in the context of the transactions contemplated by this Agreement shall be deemed to include such Rights), and each Share owned by the Company, Parent, Purchaser or any other direct or indirect subsidiary of such persons, in each case immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Sharesholder thereof, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (c) each Each share of common stock, par value $0.01 per share, stock of Merger Sub Purchaser issued and outstanding immediately prior to the Effective Time Time, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stock, no par value, stock of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any further action on the part of Merger SubPurchaser, the Company or the holders of any of the following securities:securities (the aggregate of (a), (d) and (e), is the “Merger Consideration”): (a) each share of common stock, no par value Each Share (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled canceled pursuant to Section 3.03(b2.6(b) and other than any Dissenting Shares, ) shall be cancelled canceled and shall be converted automatically into the right to receive an amount equal to 2.341 shares (“Exchange Ratio”) of common stock, par value $2.00 .001 per share, of Parent (“Parent Stock”) and cash in cash (the "Merger Consideration") payable lieu of fractional shares as set forth in Section 2.10, payable, without interest interest, to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof2.9, of the Certificate certificate that formerly evidenced such Share or Preferred Share. All Parent shall have the right to increase the Exchange Ratio as provided in Section 8.1(i). If, prior to the Effective Time, Parent should split or combine the shares of Parent Stock, or pay a stock dividend or other stock distribution in, or in exchange for, shares of Parent Stock, or engage in any similar transaction, the Exchange Ratio will be appropriately adjusted to reflect such Shares and Preferred Shares when so split, combination, dividend, exchange or other distribution or similar transaction. Each Dissenting Share shall not be converted shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except into the right to receive any shares of Parent Stock and shall only have the Merger Consideration therefor upon the surrender of such Certificate rights described in accordance with Section 3.04 hereof, without interest;2.8. (b) each Share and each Preferred Each Share held in the treasury of the Company and each Share and each Preferred Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled canceled and retired without any conversion thereof and shall cease to exist without any conversion thereof exist, and no payment or distribution shall be made with respect thereto; and. (c) each Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) duly authorized, validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation. (d) Each holder of a Company Stock Option shall be given the election (i) to receive the cash payment described in Section 2.7(a), or (ii) to have such Company Stock Option cancelled and converted into the Parent options described in Section 2.7(a). (e) Each right to acquire a share of Company Common Stock upon conversion of those certain 8.5% Convertible Subordinated Promissory Notes (the “Notes”), due July 1, 2009, in aggregate principal amount of $15,000,000 issued by the Company shall be converted in accordance with the terms of such Notes into the right to receive that number of shares of Parent Stock equal to the number of shares of Company Common Stock into which they are convertible immediately prior to the Effective Time, multiplied by the Exchange Ratio.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubParent, MergerSub, the Company or the holders of any of the following securities: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares shares of Company Common Stock to be cancelled canceled pursuant to Section 3.03(b2.11(b) and other than any Dissenting Appraisal Shares, ) shall be cancelled and shall be converted automatically converted, in accordance with Section 2.12, into the right to receive an amount equal to $2.00 the Offer Price in cash cash, without interest (the "“Merger Consideration") payable without interest to ”). From and after the holder Effective Time, all such shares of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist, and each holder certificate or evidence of a Certificate representing shares in book-entry form that immediately prior to the Effective Time represented any such Shares or Preferred Shares shares of Company Common Stock (a “Certificate”) shall thereafter cease to have any rights with respect thereto, except thereto other than the right to receive the Merger Consideration therefor into which such Company Common Stock has been converted pursuant hereto upon the surrender of such Certificate in accordance with Section 3.04 hereof2.12, without interest;interest thereon. (b) each Share and each Preferred Share Each share of Company Common Stock held in the treasury of the Company and each Share and each Preferred Share share of Company Common Stock owned by Parent Parent, MergerSub or any direct or indirect wholly owned subsidiary of Parent or of the Company Subsidiary immediately prior to the Effective Time shall be cancelled canceled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (c) each Each share of common stock, par value $0.01 per share, of Merger Sub MergerSub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully fully-paid and nonassessable share of common stock, no par valuevalue $0.01 per share, of the Surviving Corporation held by the same holder thereof and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of MergerSub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (d) Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who, in accordance with Section 262 of the DGCL (the “Appraisal Rights Provisions”) (i) have not voted or consented to adopt and approve this Agreement and (ii) shall have demanded properly in writing appraisal for such shares, and not effectively withdrawn, lost or failed to perfect their rights to appraisal (collectively, the “Appraisal Shares”), will not be converted as described in Section 2.11(a), but at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, shall be canceled and shall cease to exist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, however, that all shares of Company Common Stock held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares under the Appraisal Rights Provisions shall thereupon be deemed to have been canceled and retired and to have been converted, as of the Effective Time, into the right to receive the Merger Consideration in the manner provided in Section 2.11(a) upon surrender of the Certificates representing such shares of Company Common Stock pursuant to Section 2.12. Persons who have perfected appraisal rights under the Appraisal Rights Provisions with respect to Appraisal Shares as aforesaid will not receive the Merger Consideration as provided in this Agreement and will have only such rights as are provided by the Appraisal Rights Provisions with respect to such Appraisal Shares. The Company shall give Parent prompt notice of any demands received by the Company for the exercise of appraisal rights with respect to any shares of Company Common Stock and withdrawals and attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal, and Parent shall have the right to direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands or approve any withdrawal of such demands. (e) 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 outstanding shares of Company Common Stock shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the Offer Price, Merger Consideration, Option/SAR Cancellation Value and RSU Cancellation Value shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such event, be the Offer Price, Merger Consideration, Option/SAR Cancellation Value and RSU Cancellation Value, subject to further adjustment in accordance with this sentence; provided that this Section 2.11(e) shall not be deemed to constitute a waiver of any breach by the Company of Section 5.01.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders of any securities of Purchaser or the following securitiesCompany: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares capital stock of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Purchaser issued and outstanding immediately prior to the Effective TimeTime shall be automatically converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $.001 per share, of the Surviving Corporation. (b) All Shares that are owned by the Company as treasury stock and any Shares owned by Parent or Purchaser immediately prior to the Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each Share (other than any Shares or Preferred (i) Shares to be cancelled pursuant to canceled in accordance with Section 3.03(b2.7(b) and other than (ii) any Dissenting Shares, ) issued and outstanding immediately prior to the Effective Time shall be cancelled and shall be automatically converted automatically into the right to receive an amount in cash equal to $2.00 in cash the Offer Price, subject to any required withholding of Taxes and without interest (the "“Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share”). All such Shares and Preferred Shares Shares, when so converted converted, shall no longer be outstanding and shall automatically be cancelled and retired canceled and shall cease to exist, and each holder of a Certificate representing certificate (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;Consideration. (bd) each Share The Merger Consideration shall be adjusted to the extent necessary to reflect the effect of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to the Shares occurring or having a record date on or after the date of this Agreement and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) 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 exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving CorporationMerger Consideration; provided that this Section 2.7(d) shall not affect or supersede the provisions of Section 5.1.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of NSAV Holding, Net Savings, Merger Sub, the Company Sub or the holders any holder of any securities of the following securitiesforegoing entities: (a) each Each share (or fraction of share, as applicable) of common stock, no par value $0.00001 per share, Series A Preferred Stock or Series B Preferred Stock, as the case may be of the Predecessor (the "Company Common “Predecessor Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"”), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding or held in treasury immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into one (or equal fraction of one, as applicable) fully paid and nonassessable share of common stock, par value $0.00001 per share or Series A Preferred Stock or Series B Preferred Stock, as the case may be, of NSAV Holding (the “NSAV Holding, Inc. Stock”) having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof, as the corresponding share (or fraction of a share) of the Predecessor Stock being converted in the Merger. Each outstanding right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable acquire Predecessor Stock which is fully accrued, matured and without interest to the holder of such Share or Preferred Sharecondition precedent, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled converted into a right to acquire NSAV Holding, Inc. Stock on the same terms and retired conditions as the right to acquire Predecessor Stock being converted in the Merger, to the exclusion of any rights or obligations that may be associated with a convertible financial instrument, which such rights shall remain, intact, with respect to the Predecessor, and the Predecessor shall cease remain obligated in all respects thereto, including with regard to exist without any rights of conversion thereof and no payment or distribution shall be made with respect thereto; and. (cb) each Each share of common stock, par value $0.01 per share, of Merger Sub Predecessor Common Stock issued and outstanding immediately prior to the Effective Time shall be converted canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; and (c) Each share of Merger Sub common stock, par value $0.00001 per share, held by NSAV Holding immediately prior to the Effective Time shall automatically convert into and exchanged for one validly issued, fully paid and nonassessable 1 share of common stock, no par valuevalue $0.00001 per share, of the Surviving CorporationEntity.

Conversion of Securities. (a) The Company shall take all actions necessary to cause (i) each share of Company Class F Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted immediately prior to the Effective Time into a number of shares of Company Common Stock at the then-effective conversion rate as calculated pursuant to the Company Charter in accordance with the terms of the Company Charter (the “Company Class F Stock Conversion”); and (ii) each share of Company Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted immediately prior to the Effective Time into a number of shares of Company Common Stock at the then-effective conversion rate as calculated pursuant to the Company Charter in accordance with the terms of the Company Charter (the “Company Preferred Stock Conversion”). All of the shares of Company Class F Stock and Company Preferred Stock converted into shares of Company Common Stock shall be canceled, shall no longer be outstanding and shall cease to exist and no payment or distribution shall be made with respect thereto, and each holder of shares of Company Class F Stock or Company Preferred Stock, as applicable, shall thereafter cease to have any rights with respect to such securities. (b) At the Effective Time (and, for the avoidance of doubt, following the Company Class F Stock Conversion and Company Preferred Stock Conversion), by virtue of the Merger and without any action on the part of GCAC, Merger Sub, the Company or the Company Stockholders, each share of Company Common Stock (including Company Common Stock resulting from the Company Class F Stock Conversion and Company Preferred Stock Conversion) that is issued and outstanding immediately prior to the Effective Time (other than the Dissenting Shares and the Cancelled Shares) shall be converted into the right to receive (i) the contingent right to receive a number of Earnout Shares (which may be zero (0)) following the Closing in accordance with Section 3.06 and Annex I and (ii) the Per Share Stock Consideration. From and after the Effective Time, all of the shares of Company Common Stock converted into the right to receive consideration as described in this Section 3.01(b) shall no longer be outstanding and shall cease to exist, and each holder of shares of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration described in this Section 3.01(b) into which such share of Company Common Stock shall have been converted. (c) At the Effective Time, by virtue of the Merger and without any action on the part of Merger Subany holder thereof, the each Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned or by Parent or any direct or indirect wholly owned subsidiary of Parent or Subsidiary of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; andthereto (such Company Shares, the “Cancelled Shares”). (cd) At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, no par valuevalue $0.001 per share, of the Surviving Corporation. At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each Company Option that is outstanding immediately prior to the Effective Time shall be assumed by GCAC and converted into an option to purchase shares of GCAC Class A Common Stock (each, a “Converted Option”), provided that the assumption and conversion of any such Company Options that are incentive stock options under Section 422 of the Code will be effected in a manner that is intended to be consistent with the applicable requirements of Section 424 of the Code and the applicable regulations promulgated thereunder. Each Converted Option will have and be subject to the same terms and conditions (including vesting, expiration and exercisability terms) as were applicable to such Company Option immediately before the Effective Time, except that (x) each Converted Option will be exercisable for that number of shares of GCAC Class A Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Company Common Stock subject to the Company Option immediately before the Effective Time and (2) the Per Share Stock Consideration; and (y) the per share exercise price for each share of GCAC Class A Common Stock issuable upon exercise of the Converted Option will be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price per share of Company Common Stock of such Company Option immediately before the Effective Time by (2) the Per Share Stock Consideration; provided, however, that the exercise price and the number of shares of GCAC Class A Common Stock purchasable under each Converted Option will be determined in a manner consistent with the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder. In connection with the assumption of the Converted Options pursuant to this Section 3.01(e), the Company and GCAC shall cause GCAC to assume the Company Option Plan as of the Effective Time. Except as provided in Section 6.01(b)(ii), the remaining 1,397,094 shares of Company Common Stock available for issuance under the Company Option Plan (collectively, the “Remaining Shares”) shall not be subject to awards under the Company Option Plan following the date of this Agreement and no awards of the Remaining Shares shall be made by the Company at any time following the date hereof without the express written consent of GCAC; provided that if the Closing shall not occur prior to the date of termination of this Agreement in accordance with the terms hereof, the Remaining Shares shall again remain available for awards under the Company Option Plan. Prior to the Effective Time and subject to the prior reasonable review and approval of GCAC (which approval shall not be unreasonably withheld, delayed, or conditioned), the Board of Directors of the Company (the “Company Board”) shall adopt such resolutions as necessary to effect the transactions anticipated by this Section 3.01(e) under the Company Option Plan. (e) Immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, the Company Warrant shall be exercised in accordance with its terms and the shares issued therefrom shall be shares of Company Common Stock outstanding as of immediately prior to the Effective Time. The Company shall take all action necessary to effect the exercise of the Company Warrant contemplated by this Section 3.01(f) without any cost or other liability or obligation to the Company.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, the Company Sub or the holders holder of any of the following securities: (a) Except as provided in clause (b) below, each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately before the Effective Time (including for the avoidance of doubt, any shares of Restricted Stock (as defined in Section 2.9) for which vesting has been, or will be, accelerated at or prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled Time pursuant to the terms of the Stock Plans (as defined in Section 3.03(b2.9) and/or any agreements related thereto) and other than any Dissenting Rights (as defined in Section 4.2) associated therewith (such shares of Company Common Stock and associated Rights are hereinafter referred to, together, as the “Shares, shall be cancelled and ”) shall be converted automatically into the right to receive an amount equal to $2.00 17.00 (the “Per Share Amount”) in cash (the "Merger Consideration") payable without interest to the holder thereof, without interest, upon surrender of the certificate representing such Share or Preferred Share, upon surrenderan affidavit with respect thereto, in the manner provided each case in accordance with Section 3.04 hereof, 2.8. As of the Certificate that formerly evidenced such Share or Preferred Share. All such Effective Time, all Shares and Preferred Shares 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 certificate or certificates representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate aggregate Per Share Amount applicable thereto, in accordance with Section 3.04 hereof, without interest;2.8. (b) each Share and each Preferred Share held in the treasury Each share of Company Common Stock that is owned by the Company and each Share and each Preferred Share owned or held by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company Merger Sub immediately prior to before the Effective Time shall automatically be cancelled canceled and retired extinguished and shall cease to exist without any conversion thereof exist, and no payment cash, Company Common Stock or distribution other consideration shall be made with respect thereto; anddelivered or deliverable in exchange therefor. (c) each Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to before the Effective Time shall automatically be canceled and extinguished and shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stock, no par value, stock of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any of Equity Interest in the following securitiesCompany, Parent or Merger Sub: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares stock of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Merger Sub issued and outstanding immediately prior to the Effective TimeTime 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 Common Stock held in treasury or owned directly by the Company, any Subsidiary of the Company, Parent, Merger Sub or any other than Subsidiary of Parent shall cease to exist, and such shares, including any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Sharescertificates therefor, shall automatically be cancelled and retired, shall not represent an Equity Interest in the Surviving Corporation, and shall not be exchanged for the Merger Consideration (as defined below). Shares of Common Stock that are cancelled and retired pursuant to this Section 3.01(b) are hereinafter referred to as “Excluded Shares.” (c) Each share of Common Stock (other than Excluded Shares and Dissenting Shares (as defined below)) issued and outstanding immediately prior to the Effective Time shall be converted automatically into and become the right to receive an amount equal the Per Share Amount, without interest and subject to $2.00 in cash any required withholding of Taxes (the "“Merger Consideration"”). (d) payable without interest Effective as of the Effective Time, each share of Common Stock issued and outstanding immediately prior to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Effective Time (other than Excluded Shares and Preferred Shares when so converted Dissenting Shares) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any (i) certificates that immediately prior to the Effective Time represented such Shares shares (the “Certificates”) or Preferred Shares (ii) shares represented by book-entry (the “Book-Entry Shares”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) 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 exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation3.04.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubAcquisition, the Company or the holders of any of the following securities: (a) each Each issued and outstanding share of common stockstock of Acquisition shall be converted into one validly issued, fully paid and nonassessable share of Common Stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")per share, of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interestSurviving Corporation; (b) each Share and each Preferred Share Each share of Company Common Stock held in the treasury of the Company and each Share and each Preferred Share share of Company Common Stock owned by Parent Acquisition or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time Lucent shall be cancelled and retired and shall cease to exist canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Subject to the provisions of Sections 1.6 and 1.7, each share of common stock, par value $0.01 per share, of Merger Sub Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled in accordance with Section 1.5(b)) shall be converted into and exchanged for one 6.7702 (such number as adjusted in accordance with Section 1.6 (the "Exchange Ratio")) validly issued, fully paid and nonassessable shares of Lucent Common Stock including the corresponding percentage right (the "Right") to purchase shares of junior preferred stock, par value $1.00 per share, pursuant to the Rights Agreement dated as of April 4, 1996, as amended, between Lucent and The Bank of New York (successor to First Chicago Trust Company of New York), as Rights Agent. All references in this Agreement to Lucent Common Stock to be received in accordance with the Merger shall be deemed, from and after the Effective Time, to include the Rights. As of the Effective Time, each share of common stockCompany Common Stock shall no longer be outstanding and shall automatically be canceled and retired, no par valueand each holder of a certificate representing any shares of Company Common Stock shall cease to have any rights with respect thereto other than (i) the right to receive shares of Lucent Common Stock to be issued in consideration therefor upon the surrender of such certificate, and (ii) any cash, without interest, to be paid in lieu of the Surviving Corporationany fractional share of Lucent Common Stock in accordance with Section 1.7.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubPurchaser, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred Subject to as the "Shares"Section 2.06(e), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company each Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled canceled pursuant to Section 3.03(b2.06(b) and other than any Dissenting Shares, ) shall be cancelled canceled and shall be converted automatically into at the election of the holder of such Share, into: (i) For each Share that is an Earn Out Share, the right to receive an amount equal to $2.00 in cash from Bionics Trust the Earn Out Consideration; or (the "Merger Consideration"ii) payable without interest to the holder of such For each Share or Preferred that is a Cash Payment Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive from Bionics Trust the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;Cash Consideration. (b) each Share and each Preferred Each Share held in the treasury of the Company and each Share and each Preferred Share owned by Purchaser, Scimed, Parent or any direct or indirect wholly owned subsidiary Subsidiary of Parent or any direct or indirect wholly owned Subsidiary of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (c) each Each share of common stock, par value $0.01 per share, of Merger Sub Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $.01 per share, of the Surviving Corporation. (d) The amounts payable upon the conversion of the Shares pursuant to this Section 2.06 are referred to collectively as the "Merger Consideration". As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive Merger Consideration payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.10, of the certificate that formerly evidenced such Share. (e) In the event that (i) fewer than 25% of the Fully Diluted Shares are Cash Payment Shares and Cash Options, a number of Earn Out Shares and Earn Out Options shall be deemed to be Cash Payment Shares and Cash Options, respectively, such that sum of the number of Cash Payment Shares and Cash Options is 25% of the Fully Diluted Shares or (ii) more than 25% of the Fully Diluted Shares are Cash Payment Shares and Cash Options, such number of Cash Payment Shares and Cash Options in excess of 25% of the Fully Diluted Shares shall be deemed to be Earn Out Shares and Earn Out Options, respectively, such that the sum of the number of Cash Payment Shares and Cash Options is 25% of the Fully Diluted Shares. Any reduction or increase in the number of Earn Out Shares, Cash Payment Shares, Earn Out Options or Cash Options, as the case may be, effected pursuant to this Section 2.06(e) shall be made on a pro rata basis among all of the Stockholders and Optionholders affected thereby; provided, that (x) in no event shall any Mandatory Cash Option be deemed to be an Earn Out Option, and (y) the reduction of Cash Payment Shares and Cash Options if more than 25% of the Fully Diluted Shares are Cash Payment Shares and Cash Options shall be made first on a pro rata basis among Cash Options that were unvested until immediately prior to the Effective Time and held by employees (but not directors) of the Company or individuals listed on Exhibit I, and then pro rata among the remaining Cash Payment Shares and Cash Options (other than Mandatory Cash Options). (f) Subject to Section 2.06(e), Stockholders shall be permitted to elect to receive the Cash Consideration for some of their Shares and the Earn Out Consideration for other of their Shares, and, subject to Section 2.06(e) and Section 2.10, Optionholders shall be permitted to elect to receive the Cash Option Payment for some of their Company Stock Options and the Earn Out Option Consideration for other of their Company Stock Options.

Conversion of Securities. (a) At the Holding Company Merger Effective Time, in accordance with Section 251(g) of the DGCL, pursuant to this Agreement and by virtue of the Holding Company Merger and without any action on the part of Merger Subthe Company, the Company Holdco, Holdco Sub or the holders of any of the following securitiesCompany Shares: (ai) each share of common stock, no par value Each Company Share (the "including any Company Common Restricted Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company ) issued and outstanding immediately prior to the Holding Company Merger Effective Time, together with the associated rights issued pursuant to the Company Rights Plan, shall be converted into and become one Share. Each certificate (a “Certificate”) or a book-entry share (a “Book-Entry Share”) formerly representing Company Shares shall thereafter represent an equivalent number of Shares. (ii) Each share of common stock of Holdco Sub, par value $0.01 per share, issued and outstanding immediately prior to the Holding Company Merger Effective Time shall be converted into and become one newly issued, fully paid and non-assessable share of common stock of the Company Surviving Corporation. (b) At the Effective Time, in accordance with Section 251(c) of the DGCL, pursuant to this Agreement and by virtue of the Acquisition Merger and without any action on the part of the Company, Holdco, Parent, Merger Sub or the holders of the Shares: (i) Each Share held by Parent, Holdco or any of their respective wholly owned Subsidiaries (in each case, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder held on behalf of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (bthird parties) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time Time, if any, shall be cancelled and retired and shall cease to exist without any conversion thereof (such Shares to be so cancelled and retired, the “Excluded Shares”), and no payment or distribution shall be made or delivered with respect thereto; and. (cii) each Each share of common stockstock of Merger Sub, no par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly newly issued, fully paid and nonassessable non-assessable share of common stock, no par value, stock of the Surviving Corporation. (iii) Each Share issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares and Dissenting Shares) automatically shall be cancelled and converted into the right to receive an amount in cash equal to $14.50 plus, if Parent shall have exercised one or more Extension Rights, each of the conditions set forth in Article VIII (other than those conditions to be satisfied or waived at the Closing) shall have been satisfied or waived, and the Closing shall not have occurred on or prior to the six (6)-month anniversary of the date hereof, an additional $0.007621 for each day during the period commencing on the six (6)-month anniversary of the date hereof and ending on the Closing Date (such amount, the “Merger Consideration”), in each case without interest, payable to the holder thereof upon surrender of the Certificate or the Book-Entry Share formerly representing such Share in the manner provided in Section 2.3. Such Shares (including Shares into which Company Restricted Stock was converted) to be cancelled and converted into the right to receive the Merger Consideration shall sometimes be referred to herein as the “Merger Shares.” (c) If, between the date of this Agreement and the Effective Time, the number of outstanding Company Shares is changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, split-up, combination or the like, other than pursuant to the Mergers, the amount of Merger Consideration payable per Share and any other dependent items shall be appropriately adjusted to provide the holders of the Shares the same economic effect as contemplated by this Agreement prior to such action and as so adjusted shall, from and after the date of such event, be the Merger Consideration or other dependent items, subject to further adjustment in accordance with this Section 2.2(c). (d) Each Company Share outstanding immediately prior to the Holding Company Merger Effective Time, granted subject to vesting or other lapse restrictions pursuant to the Company Stock Plans or any applicable restricted stock award agreements (collectively, the “Company Restricted Stock”), shall, by virtue of this Agreement, vest and become free of such restrictions immediately prior to the Holding Company Merger Effective Time and shall be treated as Company Shares outstanding and cancelled and converted into an equivalent number of Shares in the Holding Company Merger, which Shares shall be converted in the Acquisition Merger into the right to receive the Merger Consideration. (e) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration, without interest, upon surrender of the Certificate or Book-Entry Share formerly representing such Share in the manner provided in Section 2.4. The Company shall give Parent and Merger Sub (a) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company or Holdco relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL and (b) the opportunity to participate in and control all negotiations and proceedings with respect to demands for appraisal under the DGCL. Neither the Company nor Holdco shall, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for fair value for Dissenting Shares or offer to settle, settle or negotiate in respect of any such demands.

Conversion of Securities. At The total consideration to be paid by Parent and Buyer in the Merger shall consist of $120,000,000 in cash (the "Cash Consideration") and $30,000,000 aggregate principal amount (the "Debenture Consideration" and, together with the Cash Consideration, the "Merger Consideration") in five-year zero coupon debentures of Parent in substantially the form attached as Exhibit 2.1 (the "Debentures"). On or before the Effective Time, by the Buyer and Companies shall allocate the Merger Consideration between (i) the assets of Seller 1 (such allocated amount, the "Seller 1 Consideration") and (ii) the limited liability company interests (each such interest, an "LLC Interest") in Seller 2 (such allocated amount, the "Seller 2 Consideration"). By virtue of the Merger and without any action on the part of Merger Subthe holder thereof, at the Company or Effective Time, pursuant to this Agreement and in accordance with the holders of any of the following securitiesDelaware Act: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares All of the Company Common Stock being collectively referred to Members (as the defined below) holding limited liability company interests (each such interest, a "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger ConsiderationLLC Interest") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company Seller 1 immediately prior to the Effective Time shall be cancelled entitled to receive from Parent and retired Buyer an amount of the Seller 1 Consideration proportionate to such Member_s LLC Interest in Seller 1 immediately prior to the Effective Time (as a distribution in respect of the sales of the assets of Seller 1), and shall cease to exist without any conversion thereof and no payment or distribution all such Members' LLC Interests in Seller 1 shall be made with canceled and extinguished; (b) Except for Seller 1, all of the Members holding LLC Interests of Seller 2 immediately prior to the Effective Time shall be entitled to receive from Parent and Buyer an amount of the Seller 2 Consideration proportionate to such Member's LLC Interest in Seller 2 immediately prior to the Effective Time (in respect theretoof the sale of the Member's LLC Interest in Seller 2), and all such Members' LLC Interests in Seller 2 shall be canceled and extinguished; (c) The LLC Interests of Seller 2 held by Seller 1 immediately prior to the Effective Time shall be canceled and extinguished; and (cd) each share Each LLC Interest of common stock, par value $0.01 per share, of Merger Buyer Sub issued and which shall be outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issuedbecome an LLC Interest of Seller 2, fully paid and nonassessable share of common stock, no par value, of as the Surviving CorporationCompany. Holders of LLC Interests in Seller 1 and/or Seller 2 are referred to herein as the "Members".

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubPurchaser, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Each Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled canceled pursuant to Section 3.03(b3.06(b) and other than any Dissenting Shares, Shares (as hereinafter defined)) shall be cancelled canceled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable Consideration payable, without interest interest, to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof3.08, of the Certificate certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Each Share held in the treasury of the Company and each Share and each Preferred Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and; (c) each Each share of common stock, no par value $0.01 per sharevalue, of Merger Sub Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation; and (d) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with all of the relevant provisions of Michigan Law ("DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by him or her in accordance with the provisions of Michigan Law, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his or her right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 3.08.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Parent, Sub, the Company or the holders any holder of any of the following securitiesShares: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Each Share issued and outstanding immediately prior to the Effective Time, Time (other than Shares held in the Company's treasury or by any subsidiary of the Company (collectively, "Treasury Shares"), Dissenting Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b(defined below) and other than any Dissenting SharesParent Shares (defined below)), shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") Per Share Price payable without interest to the holder thereof, without interest thereon, upon surrender of the certificates formerly representing such Share in accordance with Section 2.7. (b) All Treasury Shares immediately prior to the Effective Time, if any, and all Shares owned by Parent, Sub or Preferred Shareany other direct or indirect wholly-owned subsidiary of Parent (collectively, upon surrender"Parent Shares"), in the manner provided in Section 3.04 hereofif any, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares no consideration shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate be delivered in accordance with Section 3.04 hereof, without interest;exchange therefor. (bi) Notwithstanding anything in this Agreement to the contrary, each Share that is issued and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company outstanding immediately prior to the Effective Time and that is held by a stockholder who has not voted in favor of the Merger and who has properly exercised and perfected appraisal rights under Section 262 of the DGCL (the "Dissenting Shares"), shall not be converted into or exchangeable for the right to receive the Per Share Price, but shall be cancelled entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal and retired payment under the DGCL, each Share of such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price, without any interest thereon, in accordance with this Section 2.6, and such Shares shall no longer be Dissenting Shares. (ii) The Company shall give Parent (A) prompt notice and a copy of any written notice of a stockholder's intent to demand payment, of any request to withdraw a demand for payment and of any other instruments delivered to it pursuant to Section 262 of the DGCL and (B) the opportunity to direct all negotiations and proceedings with respect to demands for payment under Section 262 of the DGCL. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demand for payment and shall cease not settle or offer to exist without settle any conversion thereof and no payment such demands or distribution shall be made with respect thereto; andaffirmatively approve any withdrawal of any such demands. (cd) each Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, stock of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Trimerica Energy, HoldCo, Merger Sub, the Company Sub or the holders any holder of any securities of the following securitiesforegoing entities: (a) each Each share (or fraction of share, as applicable) of common stock, no par value $0.001 per share, of Trimerica Energy (the "Company “Trimerica Energy Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"”), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding or held in treasury immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into one (or equal fraction of one, as applicable) fully paid and nonassessable share of common stock, par value $0.001 per share, of HoldCo (the “HoldCo Common Stock”) having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof, as the corresponding share (or fraction of a share) of Trimerica Energy Common Stock being converted in the Merger. Each right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer be acquire Trimerica Energy Common Stock outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled converted into a right to acquire HoldCo Common Stock on the same terms and retired and shall cease conditions as the right to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; andacquire Trimerica Energy Common Stock being converted in the Merger; (cb) each Each share (or fraction of common share, as applicable) of preferred stock, par value $0.01 0.001 per share, of Merger Sub Trimerica Energy (the “Trimerica Energy Preferred Stock” and together with the Trimerica Energy Common Stock, the “Trimerica Energy Stock”), outstanding or held in treasury immediately prior to the Effective Time, shall be converted into one (or equal fraction of one, as applicable) fully paid and nonassessable share of preferred stock, par value $0.001 per share, of HoldCo (the “HoldCo Preferred Stock” and together with the HoldCo Common Stock, the “HoldCo Stock”) having the same designations, rights, powers and preferences, and the qualifications, limitations and restrictions thereof, as the corresponding share (or fraction of a share) of Trimerica Energy Preferred Stock being converted in the Merger. Each right to acquire Trimerica Energy Preferred Stock outstanding immediately prior to the Effective Time shall be converted into a right to acquire HoldCo Preferred Stock on the same terms and conditions as the right to acquire Trimerica Energy Preferred Stock being converted in the Merger; (c) Each share of HoldCo Common Stock issued and outstanding immediately prior to the Effective Time shall be converted canceled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; and (d) Each share of Merger Sub common stock, par value $0.001 per share, held by HoldCo immediately prior to the Effective Time shall automatically convert into and exchanged for one validly issued, fully paid and nonassessable 1 share of common stock, no par valuevalue $0.001 per share, of the Surviving CorporationEntity.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Kensington, Merger Sub, the Company or the holders of any of the following securities: (ai) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Class A Common Stock being collectively referred to as the "Shares"), and the Series each share of Company Class A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, Time shall be cancelled canceled and shall be converted automatically into the right to receive an amount the number of shares of New Kensington Class A Common Stock equal to $2.00 in cash the Exchange Ratio (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate determined in accordance with Section 3.04 hereof, without interest3.06); (bii) each Share share of Company Class B Common Stock and each share of Company Class B Preferred Share held in the treasury of the Company Stock issued and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company outstanding immediately prior to the Effective Time shall be cancelled canceled and retired and converted into the right to receive the number of shares of New Kensington Class B Common Stock equal to the Exchange Ratio (determined in accordance with Section 3.06); (iii) all shares of Company Capital Stock held in the treasury of the Company shall cease to exist be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and; (civ) each share of common stock, par value $0.01 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $0.01 per share, of the Surviving Corporation; and (v) each Company Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be converted into an option to purchase a number of shares of the applicable class of New Kensington Common Stock that the pre-conversion Company Option covers (such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of the applicable class of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (y) the Exchange Ratio (determined in accordance with Section 3.06), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio (determined in accordance with Section 3.06); provided, however, that the exercise price and the number of shares of the applicable class of New Kensington Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code; provided, further, however, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price and the number of shares of the Surviving Corporation stock purchasable pursuant to such option shall be determined in accordance with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Except as specifically provided above, following the Effective Time, each Exchanged Option shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Option immediately prior to the Effective Time. At or prior to the Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Options pursuant to this subsection. (vi) each share of Company Restricted Stock that is outstanding immediately prior to the Effective Time shall be converted into restricted shares of the applicable class of New Kensington Common Stock that the pre-conversion Company Restricted Stock covers (such share of restricted New Kensington Common Stock, an “Exchanged Restricted Stock”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Company Restricted Stock immediately prior to the Effective Time and (y) the Exchange Ratio (determined in accordance with Section 3.06). Except as specifically provided above, following the Effective Time, each Exchanged Restricted Stock shall continue to be governed by the same terms and conditions (including transfer restrictions and repurchase right terms) as were applicable to the corresponding former Company Restricted Stock immediately prior to the Effective Time. At or prior to the Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Restricted Stock pursuant to this subsection. (vii) each Company RSU that is outstanding immediately prior to the Effective Time shall be converted into restricted stock units of the applicable class of New Kensington Common Stock that the pre-conversion Company RSU covers (such restricted stock unit award covering Common Stock, an “Exchanged RSU”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares subject to a Company RSU immediately prior to the Effective Time and (y) the Exchange Ratio (determined in accordance with Section 3.06). Except as specifically provided above, following the Effective Time, each Exchanged RSU shall continue to be governed by the same terms and conditions (including transfer restrictions and repurchase right terms) as were applicable to the corresponding former Company RSUs immediately prior to the Effective Time. At or prior to the Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company RSUs pursuant to this subsection. (viii) each Company Warrant that is outstanding immediately prior to the Effective Time shall be converted into warrants of the applicable class of New Kensington Common Stock that the pre-conversion Company Warrant covers (such warrant, an “Exchanged Warrant”) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of such class subject to such Company Warrant immediately prior to the Effective Time and (y) the Exchange Ratio (determined in accordance with Section 3.06), at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Company Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio (determined in accordance with Section 3.06). Except as specifically provided above, following the Effective Time, each Exchanged Warrant shall continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Company Warrant immediately prior to the Effective Time. At or prior to the Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Warrants pursuant to this subsection. (b) For purposes of calculating the aggregate amount of shares of New Kensington Class A Common Stock or New Kensington Class B Common Stock, as the case may be, issuable to each holder of shares of Company Capital Stock pursuant to the terms of this Section 3.01, all shares of Company Class A Common Stock and all shares of Company Class A Preferred Stock held by such holder shall be aggregated amongst themselves, and all shares of Company Class B Common Stock and all shares of Company Class B Preferred Stock held by such holder shall be aggregated amongst themselves, and the aggregate number of shares of New Kensington Class A Common Stock or New Kensington Class B Common Stock, as the case may be, to be issued in respect of such aggregate number of shares held by such holder shall be rounded down to the nearest whole number.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company any party or the holders holder of any of the following securities: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares Time and owned beneficially or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and of record by Company shareholders shall be converted automatically into the right to receive an amount equal to $2.00 in cash and become one (the "Merger Consideration"1) payable without interest to the holder validly issued, fully paid and nonassessable share of such Share or Preferred ShareParent Common Stock; provided, upon surrenderhowever, that in the manner provided in Section 3.04 hereof, event the number of the Certificate that formerly evidenced such Share fully-diluted shares of Parent Common Stock outstanding or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor issuable upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent exercise or any direct purchase or indirect wholly owned subsidiary subscription rights or upon conversion of Parent or of the Company convertible securities immediately prior to the Effective Time (after giving effect to the cancellation of 2,218,560 shares of Parent Common Stock pursuant to the terms of the Exchange Agreement but without giving effect to the issuance or exercise of Exchange Warrants) is greater than 2,827,098 shares, the conversion rate shall be cancelled and retired and shall cease proportionately adjusted so that shares of Parent Common Stock issuable to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; andholders of Company Common Stock at the Closing represent the same percentage of the fully-diluted outstanding shares of Parent’s Common Stock as would have applied had the number of fully-diluted shares of Parent Common Stock outstanding immediately prior to the Effective Time (excluding shares issuable upon exercise of the Exchange Warrants) equaled 2,827,098 shares. (cb) each share Each ten (10) shares of common stock, par value $0.01 per share, of Merger Sub Company Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one (1) validly issued, fully paid and nonassessable share of common stockNew Parent Preferred Stock; provided, no par valuehowever, that in the event the number of fully-diluted shares of Parent Common Stock outstanding or issuable upon exercise or any purchase or subscription rights or upon conversion of convertible securities immediately prior to the Effective Time (after giving effect to the cancellation of 2,218,560 shares of Parent Common Stock pursuant to the terms of the Surviving CorporationExchange Agreement but without giving effect to the issuance or exercise of Exchange Warrants) is greater than 2,827,098 shares, the conversion rate shall be proportionately adjusted so that shares of New Parent Preferred Stock issuable to holders of Company Preferred Stock at the Closing represent the same percentage of the fully-diluted outstanding shares of Parent’s Common Stock as would have applied had the number of fully-diluted shares of Parent Common Stock outstanding immediately prior to the Effective Time (excluding shares issuable upon exercise of the Exchange Warrants) equaled 2,827,098 shares. (c) Each option, warrant, and instrument or security convertible by its terms in to Company Common Stock that is outstanding immediately prior to the Effective Time (other than Company Preferred Stock which shall be governed by Section 2.2(b) above) shall be assumed by Parent and shall be deemed to constitute an option, warrant or convertible instrument or security, as the case may be, to acquire, on the terms and conditions as were applicable under such option, warrant, or convertible instrument or security, the same number of shares of Parent Common Stock as the holder of such option, warrant or convertible note would have been entitled to receive pursuant to the Merger had such holder exercised such option or warrant, or converted such convertible note, in full immediately prior to the Effective Time (not taking into account whether such option, warrant or convertible note was in fact exercisable or convertible at such time). As soon as practicable after the Effective Time, (i) Parent shall deliver to each holder of a Company option, warrant and convertible instrument or security an option, warrant or convertible instrument or security, as the case may be, in Parent, having substantially identical terms as the original Company option, warrant or convertible instrument or security, as the case may be, and (ii) each holder of a Company option, warrant or convertible instrument or security shall deliver to Parent either the original option, warrant or convertible instrument or security or an indemnity of lost option, warrant or convertible instrument or security in such form as may be reasonably required by Parent.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on of the part of Merger SubLeaseTrend, the Company Newco, or the holders holder of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding All shares of the Company LeaseTrend Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than excluding any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Sharestreasury shares held by LeaseTrend, shall be cancelled converted, on a pro rata basis, into the right to receive, in aggregate, five hundred sixty six thousand six hundred sixty seven (566,667) shares of fully paid, nonassessable shares of common Stock, par value $0.01 per share, of RIG ("RIG Common Stock") plus a cash payment of $4,500,000 (collectively, the "Merger Consideration"). On a per share basis, each share of LeaseTrend Common Stock issued and outstanding immediately prior to the Effective Time, excluding any Treasury shares held by LeaseTrend, shall be converted automatically into the right to receive an amount equal to $2.00 in cash 667.688 shares (the "Merger ConsiderationCommon Stock Exchange Ratio") payable without interest of RIG Common Stock (such Common Stock Exchange Ratio being determined by dividing 566,667 shares of RIG Common Stock by the total number of outstanding shares of LeaseTrend Common Stock issued and outstanding immediately prior to the holder Effective Time) plus a cash payment of $5,302.23 (the "Boot Exchange Ratio") (such Share or Preferred Share, upon surrender, Boot Exchange Ratio being determined by dividing $4,500,000 by the total number of outstanding shares of LeaseTrend Common Stock issued and outstanding immediately prior to the Effective Time); provided that such Common Stock Exchange Ratio and Boot Exchange Ratio shall each be modified as necessary to properly effectuate aggregate conversion into the Merger Consideration as set forth in the manner provided in Section 3.04 hereof, this Section. (b) All shares of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted LeaseTrend 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 representing certificate previously evidencing any such Shares or Preferred Shares LeaseTrend Stock shall thereafter represent the right to receive the pro rata share of the Merger Consideration. The holders of such certificates previously evidencing such shares of LeaseTrend Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect theretoto such shares of LeaseTrend Common Stock, except as otherwise provided herein or by law. Such certificates previously evidencing shares of LeaseTrend Common Stock shall be exchanged for certificates evidencing shares of RIG Common Stock issued in consideration therefor in accordance with the right to receive the Merger Consideration therefor allocation procedures of this Section 2.01 and upon the surrender of such Certificate certificates in accordance with the provisions of Section 3.04 hereof, without interest;2.02. (bc) each Share and each Preferred Share Each share of LeaseTrend Common Stock held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company LeaseTrend, if any, immediately prior to the Effective Time shall be cancelled canceled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) 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 exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation.

Conversion of 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 the following securities: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")$0.001 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective TimeTime (whether or not subject to restrictions) (“Shares”), other than any Shares or Preferred Shares to be cancelled pursuant to shares of Company Common Stock described in Section 3.03(b2.1(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 68.50 in cash (the "“Merger Consideration"”) payable without interest to the holder of such Share or Preferred Sharethereof, upon surrenderwithout interest, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share2.5. All such Shares and Preferred Shares when so that have been converted into the right to receive the Merger Consideration as provided in this Section 2.1 shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, exist and each holder the holders of a Certificate representing any certificates which immediately prior to the Effective Time represented such Shares or Preferred Shares shall cease to have any rights with respect thereto, except to such Shares other than the right to receive the Merger Consideration. If, between the date of this Agreement and the Effective Time, there is any change in the number of outstanding Shares as a result of a reclassification, recapitalization, stock split, stock dividend, subdivision, combination or exchange of shares with respect to, or rights issued in respect of, Shares, the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereofshall be equitably adjusted accordingly, without interestduplication, to provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; (b) each Share and each Preferred Each Share held in the treasury of by the Company as treasury stock and each Share and each Preferred Share (or other equity securities of the Company) owned by Parent Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time (other than Shares held on behalf of third parties) shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution of Merger Consideration shall be made with respect thereto; and, and any Shares owned by any wholly owned subsidiary of the Company shall not represent the right to receive the Merger Consideration and shall, at the election of Parent, either (i) convert into shares of a class of common stock of the Surviving Corporation designated by Parent in connection with the Merger or (ii) be cancelled; (c) each Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stockstock of the Surviving Corporation and, no par valuetogether with any Shares that were converted into shares of common stock of the Surviving Corporation pursuant to Section 2.1(b), shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (d) Notwithstanding any other provision contained in this Agreement, Shares that are issued and outstanding as of the Effective Time and that are held by a shareholder who has not voted such Shares in favor of the Merger and who is entitled to demand and properly demands the fair value of such Shares pursuant to, and who complies in all respects with (and has otherwise taken all of the steps required by) Subchapter H of Chapter 10 of the TBOC to properly exercise and perfect such shareholder’s rights of dissent and appraisal (“Dissenting Shares”) shall be deemed to have ceased to represent any interest in the Surviving Corporation as of the Effective Time and shall be entitled to those rights and remedies set forth in Subchapter H of Chapter 10 of the TBOC; provided, however, that in the event that a shareholder of the Company fails to perfect, withdraws or otherwise loses any such right or remedy granted by the TBOC, the Shares held by such shareholder shall be converted into and represent only the right to receive the Merger Consideration specified in Section 2.1(a) of this Agreement. The Company shall give Parent (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any Shares, attempted withdrawals of such notices, and any other instruments served pursuant to applicable law that are received by the Company with respect to shareholders’ rights of dissent and appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands for payment of fair value under the TBOC. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle any such demands for payment of fair value under the TBOC.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Company, Merger Sub, the Company Sub or the holders of any securities of Merger Sub or the following securitiesCompany: (a) each share Each Share that is owned by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of common Parent, or that is owned by the Company as treasury stock, no par value (in each case immediately before the "Company Common Stock"; all issued Effective Time, shall automatically be canceled and outstanding shares of the Company Common Stock being collectively referred retired and shall cease to as the "Shares")exist, and the Series A convertible preferred stock no consideration or payment shall be delivered in exchange therefor. (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company b) Each Share issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled pursuant to canceled in accordance with Section 3.03(b1.3(a) hereof and other than any Dissenting Shares, Shares (as defined in Section 1.6)) shall be cancelled and shall automatically be converted automatically into the right to receive an amount equal to $2.00 12.15 in cash (the "Merger Consideration") payable ), payable, without interest interest, to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 1.4 hereof, of the Certificate certificate that formerly evidenced such Share or Preferred Share. All such Shares shall, by virtue of the Merger and Preferred Shares when so converted shall no longer without any action on the part of the holders thereof, be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor Consideration, without interest thereon, upon the surrender of such Certificate certificate in accordance with Section 3.04 1.4 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (c) each Each issued and outstanding 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 exchanged for one validly issued, fully paid and nonassessable non-assessable share of common stock, no par valuevalue $0.01 per share, of the Surviving Corporation, and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation following the Effective Time. From and after the Effective Time, any certificate representing the common stock of Merger Sub shall be deemed for all purposes to represent that number of shares of common stock of the Surviving Corporation into which such shares of common stock of Merger Sub represented thereby were converted in accordance with the immediately preceding sentence."

Conversion of Securities. At As of the Effective Time, by virtue of the Merger Date and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the securities of any of these corporations, each of the following securitiesshall occur: (a1) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company D Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and Date shall be converted automatically into the right to receive pro rata on an amount equal as converted to $2.00 in cash Common Stock basis a portion of the thirty-two million five hundred thousand shares of Parent to be issued to the holders of Company Common Stock and Series D Preferred Stock. (The fraction of a share of Parent Common Stock into which each shares of Company Common Stock shall convert will hereinafter be referred to as the "Merger ConsiderationCommon Exchange Ratio") payable without interest Each share of Series CC Preferred Stock outstanding immediately prior to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred ShareEffective Date shall be cancelled. All such Shares shares of Company Common Stock, Series D Preferred Stock and Series CC Preferred Shares when so converted Stock shall no longer be outstanding and shall automatically be cancelled and retired canceled and shall cease to exist, and each holder of a Certificate representing certificate previously evidencing any such Shares or Preferred Shares shares shall thereafter represent the right to receive, upon the surrender of such certificate in accordance with the provisions of Section 3 hereof, certificates evidencing such number of shares of Parent Common Stock, respectively, into which such shares of Company Common Stock were converted. The holders of such certificates previously evidencing shares of Company Common Stock outstanding immediately prior to the Effective Date shall cease to have any rights with respect thereto, to such shares of Company Common Stock except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interestas otherwise provided herein or by law; (b2) each Share and each Preferred Share Any shares of capital stock of the Company held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time Date shall automatically be cancelled canceled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and; (c3) each Each share of common stock, par value $0.01 per share, capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time Date shall be converted into and exchanged for remain in existence as one validly issued, fully paid and nonassessable share of common stock, no par value, stock of the Surviving Corporation., which shall be owned by Parent;

Conversion of Securities. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, the Company Sub or the holders of any of the following securitiesCommon Stock: (a) each share of common stock, no par value (the "Company Each Common Stock"; all issued and outstanding shares of Share held by the Company Common Stock being collectively referred to as the "Shares")in any form or otherwise owned by Parent, and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding Merger Sub or any Subsidiary immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Sharesif any, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made or delivered with respect thereto; and. (cb) each Each share of common stock, par value $0.01 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly newly issued, fully paid and nonassessable non-assessable share of common stock, no par value, stock of the Surviving Corporation. (c) Each Common Share issued and outstanding immediately prior to the Effective Time (other than Common Shares to be canceled pursuant to Section 2.2(a), Company Restricted Shares and Dissenting Common Shares), automatically shall be canceled and converted into the right to receive the Cash Consideration Per Share, without interest, payable to the holder thereof upon surrender of the stock certificate formerly representing such Common Share in the manner provided in Section 2.3. Such Common Shares (including Company Restricted Shares), other than those canceled pursuant to Section 2.2(a), sometimes are referred to herein as the “Merger Shares.” The amount that is to be paid pursuant to this Section 2.2(c) and Section 2.2(d) below is sometimes referred to herein as the “Merger Consideration.” (d) Each unvested restricted Common Share issued and outstanding immediately prior to the Effective Time (“Company Restricted Shares”), automatically shall be canceled and converted into the right to receive the Cash Consideration Per Share, without interest, payable to the holder thereof upon surrender of the stock certificate formerly representing such Common Share in the manner provided in Section 2.3, provided that such Cash Consideration Per Share payable with respect to such Company Restricted Shares shall be subject to the same vesting schedule as such Company Restricted Shares are subject to such that the holder of the Company Restricted Shares shall become vested in Cash Consideration Per Share at the same times and under the same conditions as applicable to such Company Restricted Shares. Parent or Merger Sub shall retain such unvested consideration and shall pay it to the former holder of such Company Restricted Shares promptly after such holder vests therein. At the Effective Time, all outstanding rights to repurchase Company Restricted Shares that the Company may hold or similar restrictions in the Company’s favor immediately prior to the Effective Time (all such rights, the “Repurchase Rights”) shall be assigned to Parent in the Merger, without any action required on the part of any Person, and shall thereafter be exercisable by Parent upon the same terms and subject to the same conditions that were in effect immediately prior to the Effective Time, except that the Repurchase Rights may be exercised by Parent by (x) retaining the Merger Consideration into which such Company Restricted Shares have been converted and (y) paying to the former holder thereof the repurchase price in effect immediately prior to the Effective Time for such Company Restricted Shares that were converted into that Merger Consideration. No Merger Consideration to be received in exchange for Company Restricted Shares, or the right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), by any Person, other than Parent, or be taken or reached by any legal or equitable process in satisfaction of any liability of such Person, prior to the distribution to such Person of such Merger Consideration following the vesting thereof, in accordance with this Agreement. (e) Notwithstanding any provision of this Agreement to the contrary, if required by the Corporations Code, but only to the extent required thereby, Common Shares that are issued and outstanding immediately prior to the Effective Time (other than Common Shares to be canceled pursuant to Section 2.2(a)) and that are held by holders of such Common Shares who have not approved of the adoption of this Agreement and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Sections 1300 et seq. of the Corporations Code (the “Dissenting Common Shares”) shall not be convertible into the right to receive the Merger Consideration, and holders of such Dissenting Common Shares shall be entitled to receive payment of the appraised value of such Dissenting Common Shares in accordance with the provisions of Section 1300 et seq. of the Corporations Code unless and until any such holder fails to perfect or effectively withdraws or loses such holder’s rights to appraisal and payment under the Corporations Code. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Common Shares shall thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration. At the Effective Time, any holder of Dissenting Common Shares shall cease to have any rights with respect thereto, except the rights provided in Section 1300 et seq. of the Corporations Code and as provided in the previous sentence. The Company shall give Parent (i) notice of any demands received by the Company for appraisals of Common Shares within twenty-four (24) hours of such receipt and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such notices and demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisals of Common Shares or settle any such demands. (f) If, between the Agreement Date and the Effective Time, the number of outstanding Common Shares is changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination, exchange of shares or the like, other than pursuant to the Merger (in each case, as approved by Parent and Merger Sub pursuant to Section 5.1), the amount of Cash Consideration Per Share shall be correspondingly adjusted. (g) The Company Options shall be treated as provided in Section 2.4.

Conversion of Securities. (a) At the Pike Merger Effective Time, by virtue of the Pike Merger and without any action on the part of Merger Sub, the Company or the any holders of any of the following securitiesCompany Common Stock: (ai) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Class A Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Ordinary Common Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Pike Merger Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and Time shall be converted automatically into the right to receive an amount receive, (A) in cash, the Initial Share Value and (B) a number of shares of Company Preferred Stock (“Company Preferred Stock”), having such terms, conditions and privileges set forth on attached Exhibit B, equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interestFraction; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (cii) each share of common stock, par value $0.01 per share, of Merger Sub Company Class B Common Stock issued and outstanding immediately prior to the Pike Merger Effective Time shall continue unaltered as an issued and outstanding share of Company Class B Common Stock; (iii) each share of Company Class C Common Stock issued and outstanding immediately prior to the Pike Merger Effective Time shall be converted into the right to receive cash equal to the quotient of (A) Initial Share Value multiplied by (B) Aggregate Closing Amount divided by (C) Aggregate Cash Amount; (iv) each share of Company Class D Common Stock issued and exchanged for one validly issuedoutstanding immediately prior to the Pike Merger Effective Time shall be converted into the right to receive a number of shares of Company Preferred Stock equal to (A) the Preferred Fraction multiplied by (B) Aggregate Closing Amount divided by (C) $45,000,000; and (v) each share of Company Class E Common Stock issued and outstanding immediately prior to the Pike Merger Effective Time shall be converted into the right to receive cash equal to the Class E Per Share Amount. (d) At the Pike Merger Effective Time, by virtue of the Pike Merger, each issued and outstanding share of capital stock of LGB Sub shall be converted into and become a number of fully paid and nonassessable share shares of common stockCompany Class C Common Stock equal to (i) the number of shares of Company Class C Common Stock outstanding immediately prior to the Pike Merger Effective Time, no par valuedivided by (ii) 1,000. (e) Notwithstanding anything in this Agreement to the contrary, shares (“Dissent Shares”) of Company Common Stock that are outstanding immediately prior to the Pike Merger Effective Time and that are held by any person who is entitled to demand and properly demands payment of the Surviving Corporationfair value of such Dissent Shares pursuant to, and who complies in all respects with, Section 55-13-02 of the NCBCA (“Section 55-13-02”) shall not be converted into the right to receive cash and/or Company Preferred Stock, as herein provided, but rather the holders of Dissent Shares shall be entitled to payment of the fair market value of such Dissent Shares in accordance with Section 55-13-02; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Section 55-13-02, then the right of such holder to be paid the fair value of such holder’s Dissent Shares shall cease and such Dissent Shares shall be deemed to have been converted as of the Pike Merger Effective Time into, and to have become exchangeable solely for the right to receive, cash and/or Company Preferred Stock as provided in Section 2.7(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Pike Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of GigCapital2, Merger Sub, the Company or the holders of any of the following securities, the Business Combination Shares shall become issuable as follows: (ai) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, each Common Warrant shall be cancelled and shall be converted automatically convert into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate Common Units in accordance with Section 3.04 hereof, without interesttheir terms; (bii) each Share Common Unit (and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (cmembership interests represented thereby) 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 the right to receive a number of shares of GigCapital2 Common Stock equal to the Common Unit Exchange Ratio (together with any Business Combination Share Adjustment to which each Common Unit is entitled, the “Common Unit Merger Consideration”); (iii) each Series A Preferred Unit (and exchanged for the membership interests represented thereby) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive a number of shares of GigCapital2 Common Stock equal to the Preferred Unit Exchange Ratio (together with any Business Combination Share Adjustment to which each Series A Preferred Unit is entitled, the “Preferred Unit Merger Consideration,”); and (iv) each Option that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, shall be assumed by GigCapital2 and converted into an option to purchase a number of shares of GigCapital2 Common Stock in an amount set forth on the Allocation Schedule, which amount shall be equal to the product of (i) the number of Common Units subject to such Option, multiplied by (ii) the Common Unit Exchange Ratio (each such converted option, an “Exchanged Option”); provided, however, that any fractional share resulting from such multiplication shall be rounded up to the nearest whole share, and GigCapital2 shall pay to such Continuing Employee a cash amount in respect of such fractional share on the next full payroll cycle following the Closing. The exercise price of each Exchanged Options shall be equal to (A) the exercise price of the Option from which it was converted, divided by (B) the Common Unit Exchange Ratio, with such quotient rounded down to the nearest whole cent. Each holder of Exchanged Options shall also be entitled to any Business Combination Share Adjustment made pursuant to Section 4.16. In addition, the transaction contemplated by this Section 3.01(a)(iv) shall in all cases be done in a manner consistent with the requirements of Section 409A of the Code and Treasury Regulation Section 1.409A-1(b)(5)(v)(D) and, to the extent applicable, Section 424(a) of the Code. Except as specifically provided above or as agreed to in writing with any holder of an Option, following the Effective Time, each Exchanged Option shall continue to be governed by the same vesting and exercisability terms and otherwise substantially similar terms and conditions as were applicable to the corresponding former Option immediately prior to the Effective Time. At or prior to the Effective Time, the parties and their boards, as applicable, shall adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Options pursuant to this subsection. (b) Notwithstanding anything to the contrary set forth in this Agreement, the aggregate number of shares of GigCapital2 Common Stock issuable pursuant to Sections 3.01(a)(ii) and 3.01(a)(iii), and upon the exercise of all Exchanged Options on a net exercise basis, shall equal the Business Combination Shares. (c) Each membership unit of the Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted, without receiving any payment with respect thereto, into and become one (1) validly issued, fully paid and nonassessable share of common stock, no par value, non-assessable membership unit of the Surviving CorporationCompany. (d) Notwithstanding anything to the contrary set forth in this Agreement, (i) the portion of the Business Combination Shares issuable to any person pursuant to Sections 3.01(a)(ii) and (iii) shall be calculated on an aggregate basis with respect to all Common Units or Series A Preferred Units held of record by such person immediately prior to the Effective Time, and (ii) after such aggregation, any fractional share of GigCapital2 Common Stock that would otherwise be issuable to such person following such aggregation shall be rounded up to a whole share of GigCapital2 Common Stock.

Conversion of Securities. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of the Company, Merger Sub or the holder of any Shares or any shares of capital stock of Merger Sub, the Company or the holders of any of the following securities: (a) each Each share of common stock, no $0.01 par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares")value, of the Company Merger Sub issued and outstanding immediately prior to the Effective TimeTime shall convert into and become one newly issued, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) fully paid and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder non-assessable share of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, common stock of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;Surviving Corporation. (b) each Share and each Preferred Share held in the treasury All shares of common stock, par value $0.001 per share, of the Company and each Share and each Preferred Share (the “Company Common Stock”) that are owned by the Company as treasury stock and any shares of Company Common Stock owned by the Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company Merger Sub immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof exist, and no payment or distribution shall be made or delivered with respect thereto; and. (c) Except as otherwise provided in Section 2.4, each share of common stock, par value $0.01 per share, of Merger Sub Company Common Stock issued and outstanding immediately prior to the Effective Time shall (other than shares of Company Common Stock to be cancelled pursuant to Section 2.1(b) and Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an amount in cash, payable to the holder thereon, without any interest thereon, equal to $28.25 (the “Common Stock Merger Consideration”). At the Effective Time, all such Shares shall be automatically cancelled and exchanged shall cease to exist, and the holders immediately prior to the Effective Time of Shares not represented by certificates (“Book Entry Shares”) and the holders of certificates that, immediately prior to the Effective Time, represented Shares (the “Certificates”) shall cease to have any rights with respect to such Shares other than the right to receive, upon transfer of such Book Entry Shares or delivery of such Certificates in accordance with Section 2.2, the Merger Consideration, without any interest thereon, for one validly issued, fully paid and nonassessable each such Share held by them. (d) Each share of common stockSeries D Preferred Stock issued and outstanding immediately prior to the Effective Time shall, no par value, by virtue of the Surviving CorporationMerger and without any action on the part of the holder thereof, be converted into the right to receive an amount in cash, payable to the holder thereon, without any interest thereon, equal to the Common Stock Merger Consideration multiplied by a factor of 1,000 (the “Preferred Stock Merger Consideration”, taken together with the Common Stock Merger Consideration, the “Merger Consideration”). (e) If at any time between the Agreement Date and the Effective Time any change in the number of outstanding Shares shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, other than the Merger, the amount of the Merger Consideration as provided in Section 2.1(c) and Section 2.1(d) shall be equitably adjusted to reflect such change.

Conversion of Securities. At 3.1 On the Effective TimeDate, by virtue of the Merger and without any action on the part of EZCORP, Merger Sub, the Company or the holders of any the common stock of the following securitiesCompany: (a) except as set forth in subsection 00: (1) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Timedate shall be canceled and automatically converted, other than any Shares or Preferred Shares to be cancelled pursuant subject to Section 3.03(b) and other than any Dissenting Shares(c), shall be cancelled and shall be converted automatically into the right to receive an amount $11.00 per share of common stock of the Company (assuming for all purposes in this Section 3 the exercise or conversion of all then outstanding options, warrants, conversion rights, commitments or other rights to acquire the Company’s common stock, whether vested or unvested), calculated and paid as follows: A. up to 15 of the Company’s shareholders, each of whom is listed on Schedule 1 (as said Schedule may be amended by the Company from time to time prior to the Merger) and each of whom must be “accredited investors” as that term is defined in SEC Rule 501, shall receive (i) a number of the EZCORP Shares in the individual amounts set forth on Schedule 1, plus (ii) a cash payment equal to $2.00 11.00 per common share owned by the shareholder, minus the product of the number of the EZCORP Shares received by the shareholder as set forth in cash (Schedule 1 times the "Merger Consideration") payable without interest closing price per share of EZCORP’s class A non-voting common stock on the NASDAQ Stock Market on the business day immediately prior to the holder Closing Date; and B. the remaining Company shareholders not listed on Schedule 1 shall receive a cash payment of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest$11.00 per share; (b2) each Share and each Preferred Share held in the treasury share of common stock of the Company and each Share and each Preferred Share owned held in treasury by Parent the Company or any direct or indirect wholly owned subsidiary of Parent or Subsidiary of the Company immediately prior to the Effective Time Date shall be cancelled canceled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and; (c3) each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time Date shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, stock of the Surviving CorporationCompany; and (4) {Intentionally Left Blank.} (b) Notwithstanding any provisions of this Agreement to the contrary, shares of the Company’s common stock which are issued and outstanding immediately prior to the Effective Date and which are held by any Person who has properly exercised their appraisal rights under the FBCA (the “Appraisal Shares”) will not be converted into or represent a right to receive the applicable Merger Consideration pursuant to this Section 0. The holders thereof will be entitled only to such rights as are granted by Section 1302 of the FBCA. Each holder of Appraisal Shares who becomes entitled to payment for such shares of Company common stock pursuant to Section 1302 of the FBCA will receive payment therefor from the Company in accordance with the FBCA; provided, however, that (1) if any such holder of Appraisal Shares fails to establish its entitlement to appraisal rights as provided in Section 1323 of the FBCA, or (2) if any such holder of Appraisal Shares effectively withdraws its demand for appraisal of such shares of the Company’s common stock or loses its right to appraisal and payment for its shares of the Company’s common stock under Section 1323 or 1326 of the FBCA, such holder will forfeit the right to appraisal of such shares of the Company’s common stock and each such share of the Company’s common stock will be treated as if such share had been converted, as of the Effective Date, into a right to receive the applicable Merger Consideration, without interest thereon, as provided in subsection 00.

Conversion of Securities. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of the Company, Parent, Merger Sub, the Company Sub or the holders of any of the following securitiesCommon Stock: (a) each Each share of common stockCommon Stock held by the Company as treasury stock or owned by Parent, no par value (the "Company Common Stock"; all issued and outstanding shares Merger Sub or any Subsidiary of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Sharesif any, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made or delivered with respect thereto; and. (cb) each Each share of common stock, par value $0.01 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly newly issued, fully paid and nonassessable non-assessable share of common stockstock of the Surviving Corporation, no par value, and the foregoing shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (c) Each Common Share issued and outstanding immediately prior to the Effective Time, other than Common Shares to be canceled pursuant to Section 2.2(a) and, subject to Section 9.2 of this Agreement, Dissenting Shares, automatically shall be canceled and converted into the right to receive the Merger Consideration, payable to the holder thereof upon surrender of the stock certificate formerly representing such Common Share in the manner provided in Section 2.4. Such Common Shares, other than those canceled pursuant to Section 2.2(a), sometimes are referred to herein as the "Merger Shares." (d) If between the date of this Agreement and the Effective Time, the number of outstanding Common Shares is changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split-up, combination, exchange of shares or the like, other than pursuant to the Merger, the amount of Merger Consideration payable per Common Share shall be correspondingly adjusted. (e) The Company Options shall be treated as provided in Section 2.5 below.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror Merger SubSubsidiary, the Company or the holders of any of the following securities: (a) each Each share of common stockCommon Stock, no par value $.01 per share, of the Company (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company ) issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares shares of Company Stock to be cancelled pursuant to Section 3.03(b2.1(b) and other than any Dissenting Shares), shall be cancelled and shall be converted automatically into the right to receive receive, subject to the indemnification provisions of Article 8 hereof, (i) that number equal to the Stock Conversion Number of fully paid and nonassessable shares of Acquiror Stock (the "Stock Merger Consideration") and (ii) cash in an amount equal to $2.00 in cash the Cash Conversion Number (the "Cash Merger Consideration", and together with the Stock Merger Consideration, the "Merger Consideration"). At the Effective Time, all shares of Company Stock (the "Shares") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing certificates previously evidencing any such Shares or Preferred Shares (each, a "Certificate") shall cease to have any rights with respect thereto, except thereafter represent the right to receive the Merger Consideration therefor receive, upon the surrender of such Certificate in accordance with the provisions of Section 3.04 2.2, but subject to the indemnification provisions of Article 8 hereof, without interest;the Stock Merger Consideration and Cash Merger Consideration multiplied by the number of Shares represented by such Certificate, and a holder of more than one Certificate shall have the right to receive the Stock Merger Consideration and Cash Merger Consideration multiplied by the number of Shares represented by all such Certificates (the "Exchange Merger Consideration"). The holders of such Certificates previously evidencing such Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided herein or by Applicable Law. Notwithstanding anything to the contrary herein, the Cash Merger Consideration to be received by any Stockholder prior to the termination of the Escrow Indemnity Period shall be adjusted to give full effect to the indemnification provisions in Article 8 hereof. (b) each Share and each Preferred Each Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent Acquiror or any direct or indirect wholly owned subsidiary Subsidiary of Parent or of the Company Acquiror immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and. (c) each Each share of common stock, par value $0.01 per share, stock of Acquiror Merger Sub issued and Subsidiary outstanding immediately prior to the Effective Time shall be converted into and exchanged for become one validly issued, fully paid and nonassessable share of common stockstock of the Surviving Corporation with the same rights, no par value, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (d) In lieu of issuing fractional shares, Acquiror shall convert a holder's right to receive shares of Acquiror Stock pursuant to Section 2.1(a) into a right to receive the highest whole number of shares of Acquiror Stock constituting the non-cash portion of the Exchange Merger Consideration plus cash equal to the fraction of a share of Acquiror Stock to which the holder would otherwise be entitled multiplied by the Determination Price, and the Exchange Merger Consideration to which a holder is entitled shall be deemed to be such number of shares of Acquiror Stock plus such cash in lieu of fractional shares plus the cash portion of the Exchange Merger Consideration. For purposes of carrying out the intent of this Section 2.1(d), Acquiror may aggregate Certificates so that fractional shares of Acquiror Stock due in exchange for multiple Certificates may be combined to yield a number of whole shares thereof plus a single fraction.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action required on the part of Parent, Merger Sub, the Company or the holders of any Equity Interests or the holders of securities of Parent, Merger Sub or the Company, the following securitiesshall occur: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares capital stock of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company Merger Sub issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall Time will thereafter be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Shareand represent one validly issued, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares fully paid and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation (and the shares of the Surviving Corporation into which the shares of Merger Sub capital stock are so converted shall be the only shares of the Surviving Corporation’s capital stock that are issued and outstanding immediately after the Effective Time). Each certificate evidencing ownership of shares of Merger Sub common stock will evidence ownership of such shares of common stock of the Surviving Corporation. (b) Each Equity Interest held by the Company (in the treasury or otherwise) and each Equity Interest owned by Parent, any direct or indirect wholly-owned Subsidiary of Parent or any Affiliate of Parent (collectively, the “Excluded Shares”) immediately prior to the Effective Time shall be canceled and extinguished and shall cease to exist, and no payment or other consideration shall be made with respect to such Equity Interest. (c) Each Common Share issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares and any Dissenting Shares) shall be canceled and extinguished and shall be converted into the right to receive $3.25 per Common Share in cash, less applicable Taxes, if any, required to be withheld with respect to such payment, payable to the holder of such Common Share, without interest (the “Common Share Merger Consideration” and, together with the Preferred Liquidation Consideration, the Company Restricted Share Consideration and exchanged for one validly issuedthe Option Consideration, fully paid the “Merger Consideration”). All such Common Shares, when so converted, will no longer be outstanding and nonassessable automatically will be canceled and extinguished and shall cease to exist. (d) Each Preferred Share issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall be canceled and extinguished and shall be converted into the right to receive a cash payment in accordance with the terms of the applicable certificate of designation as follows (the payments made pursuant to this Section 2.1(d) shall be referred to herein collectively as the “Preferred Liquidation Consideration”): (i) The holder of each issued and outstanding share of common stockClass A Preferred Stock shall be entitled to receive a cash payment equal to the Per Share Class A Liquidation Payment in exchange for each such share. (ii) The holder of each issued and outstanding share of Class C Preferred Stock shall be entitled to receive a cash payment equal to the Per Share Class C Liquidation Payment in exchange for each such share. (iii) The holder of each issued and outstanding share of Class F Preferred Stock shall be entitled to receive a cash payment equal to the Per Share Class F Liquidation Payment in exchange for each such share. Upon such conversion, all such Preferred Shares shall no par value, longer be outstanding and shall automatically be canceled and retired. As of the Surviving Corporationdate of this Agreement, there are no outstanding shares of Class B Cumulative Convertible Preferred Stock, Class D Cumulative Convertible Preferred Stock, Class E Preferred Stock, Class G Convertible Preferred Stock, Series H Convertible Preferred Stock, Series I Convertible Preferred Stock, or Series J Convertible Preferred Stock. (e) Each holder of a Share or Shares (other than any Excluded Shares and any Dissenting Shares) will cease to have any rights with respect to such Share or Shares, except the right to receive the Merger Consideration for such Share or Shares, upon surrender of the certificate formerly representing such Share or Shares (a “Certificate”), subject to the provisions of Section 2.7, and, in the case of uncertificated Shares (the “Uncertificated Shares”), the book entry transfer of such Share or Shares, upon receipt by the Paying Agent of evidence of transfer as the Paying Agent may reasonably request, each in the manner provided in Section 2.2.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubPurchaser, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares 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 representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each Each share of common stock, par value $0.01 0.10 per share, of Merger Sub Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share shares of common stock, no par valuevalue $0.10 per share, of the Surviving Corporation; (b) Each Share and Preferred Share held in the treasury of the Company and each Share and Preferred Share owned by JE Holdings, Purchaser, Parent or any direct or indirect wholly owned Subsidiary of JE Holdings or of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; (c) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares (as hereinafter defined)) shall be converted into the right to receive $6.75, payable to the holder thereof in cash, without interest (the “Common Share Merger Consideration”), less any required withholding taxes; (d) Each Preferred Share issued and outstanding immediately prior to the Effective Time (other than Preferred Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares) shall be converted into the right to receive the Liquidation Value thereof, payable to the holder thereof in cash, without interest or additional dividends thereon (the “Preferred Share Merger Consideration” and together with the Common Share Merger Consideration, the “Merger Consideration”), less any required withholding taxes. Prior to the Effective Time, the Company shall be responsible for delivering to the Paying Agent (as hereinafter defined) a list of holders of Preferred Shares and such information as is in the Company’s possession and necessary to ensure proper withholding; and (e) From and after the Effective Time, all such Shares and Preferred Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares or Preferred Shares, as applicable, shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.4, without interest thereon.