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 the Effective Time, by virtue of the Merger and without any other action on the part of Merger Sub, the Company or the holders of any of the following securitiesParty: (a) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company KARA Sub 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) Time and other than any Dissenting Shares, shall be cancelled held of record and beneficially by MM shall be converted automatically into and exchanged for 180,000 shares of Class A Common Stock of 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 ShareSurviving Company, upon surrender, representing in the manner provided in Section 3.04 hereof, aggregate 18,000,000 shares of Class A Common Stock of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares Surviving Company and Preferred Shares when so converted shall no longer be outstanding having the par value and shall automatically be cancelled the rights and retired and shall cease limitations described in Article Fourth of Exhibit A 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 interestthis Agreement; (b) each Share share of KARA Sub Common Stock issued and outstanding immediately prior to the Effective Time and held of record and beneficially by KCS shall be cancelled; (c) each share of KCS Common Stock, and each share of KCS 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 remain issued and retired outstanding as one share of Common Stock, and one share of Preferred Stock, respectively, of the Surviving Company, having the par value and the rights and limitations described in Article Fourth of Exhibit A to this Agreement; (d) each share of KCS Common Stock and each share of KCS Preferred Stock that is owned by KCS immediately prior to the Effective Time as treasury stock shall cease remain as one share of treasury stock of the Surviving Company having the par value and the rights and limitations described in Article Fourth of Exhibit A to exist without any conversion thereof and no payment or distribution shall be made with respect theretothis Agreement; and (ce) each share of common stock, par value $0.01 per share, of Merger Sub option to acquire KCS Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into adjusted as necessary to provide that, at the Effective Time, such option shall be deemed an option to acquire, on the same terms and exchanged for one validly issuedconditions as were applicable under such option, fully paid and nonassessable share the number of common stock, no par value, shares of Common Stock of the Surviving CorporationCompany equal to the number of shares of KCS Common Stock subject to such option.

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, the following shall occur: (a) subject to Section 2.3, 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(b2.1(b) and or to be converted pursuant to Section 2.1(c), but including Shares subject to vesting or other than any Dissenting Shares, shall be cancelled and restrictions (the “Restricted Company Common Stock”)) shall be converted automatically into the right to receive an amount equal the highest price per Share paid pursuant to $2.00 the Offer in cash without interest (the "“Merger Consideration"”); (b) payable without interest each Share held in the treasury of the Company and each Share owned by Parent or Merger Sub immediately prior to the holder Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto; (c) all of such Share the Shares owned by Kos Investments, Inc. or Preferred ShareKos Holdings, upon surrenderInc. immediately prior to the Effective Time shall be converted, in the manner provided in Section 3.04 hereofaggregate, into a number of shares equal to the same percentage of the Certificate that formerly evidenced fully-diluted outstanding stock of the Surviving Corporation as such Share or Preferred Shareshares currently represent of the Fully Diluted Shares; and (d) each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation. All such Except as set forth in Sections 2.1(b) and (c), (i) at the Effective Time, all Shares and Preferred Shares when so converted of Company Common Stock shall no longer cease to be outstanding and outstanding, shall automatically be cancelled and retired and shall cease to exist, exist and (ii) each holder of a Certificate representing certificate that immediately prior to the Effective Time represented any such Shares or Preferred Shares of Company Common Stock (a “Certificate”) 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 CorporationConsideration.

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. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Adara, 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, Time other than any Shares or Preferred Shares to be cancelled shares of Company Common Stock held by stockholders of the Company who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 3.03(b) and other than any the applicable provisions of the DGCL (collectively, “Dissenting Shares”), shall be cancelled canceled and shall be converted automatically into the right to receive an amount (A) the number of shares of Adara Class A Common Stock equal to $2.00 the Exchange Ratio subject to the rounding provision in cash Section 3.02(j) (the "“Per Share Closing Merger Consideration"”) payable without interest to the holder and (B) a number 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 Contingent Consideration 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 hereof3.03, without interestif any; (bii) each Share and each Preferred Share all shares 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 as 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; (iii) each of the Dissenting Shares issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in accordance with Section 3.05 and shall thereafter represent only the right to receive the applicable payments set forth in Section 3.05; 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 $0.001 per share, of the Surviving CorporationCorporation and all such shares shall constitute the only outstanding shares of capital stock of the Surviving Company as of immediately following the Effective Time.

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. 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 Subthe Purchaser, 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 before the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b2.9(b) and other than any Dissenting Shares, Shares (as defined in Section 2.10(a)) shall be cancelled and shall extinguished and be converted automatically into the right to receive an amount equal to $2.00 the Offer Price in cash payable to the holder thereof, without interest (the "Merger Consideration") payable without interest to ), upon surrender of the holder of certificate formerly representing such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 2.11 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 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 certificate in accordance with Section 3.04 2.11 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 the Purchaser or any direct or indirect wholly owned subsidiary of Parent or of the Company Purchaser immediately prior to before the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof extinguished and no payment or distribution other consideration shall be made with respect thereto; and. (c) each Each share of common stock, par value $0.01 .01 per share, of Merger Sub the Purchaser issued and outstanding immediately prior to before the Effective Time shall be converted into and exchanged for thereafter represent one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $.01 per share, of the Surviving Corporation.

Conversion of Securities. At Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Merger SubParent, the Company Subsidiary or the holders of any of the following securitiestheir respective shareholders: (a) each Each issued and outstanding share of common stock, no par value common stock of Parent (the "Company “Parent 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 ”) shall automatically be cancelled pursuant and cease to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled exist and shall be converted automatically into the right to receive an from the Surviving Corporation, a per share amount equal to $2.00 in cash the sum of the following: (i) a promissory note (the "“Merger Note”) in the principal amount of $45.31 per share in the form attached as Exhibit C; (ii) a promissory note (the “Original Shareholders Subordinated Promissory Note”) in the principal amount of $23.44 per share in the form attached as Exhibit D hereto; and (iii) 31.5863 shares of the common stock, $.001 par value, of Subsidiary (“Subsidiary Common Stock”). The aggregate consideration payable as described above in this Section 2.7(a) shall be referred to herein as the “Merger Consideration".” (b) payable without interest to the holder Each share of such Share or Preferred Share, upon surrender, Subsidiary Common Stock owned by Parent in the manner provided in Section 3.04 hereof, Subsidiary (the “Subsidiary Cancelled Stock”) as 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 Effective Time shall automatically be cancelled and retired extinguished and shall cease to exist, exist at the Effective Time without any conversion thereof and each no payment of any portion of the Merger Consideration or other consideration shall be made with respect thereto. (c) Each holder of a Certificate representing any such Shares or Preferred Shares an outstanding certificate that prior thereto represented Parent Common Stock shall cease to have any rights with respect thereto, except the right right, upon surrender thereof to receive the Merger Consideration therefor upon the surrender of such Certificate Escrow Agent in accordance with Section 3.04 2.8 hereof, without interest; (b) each Share and each Preferred Share held to receive in the treasury exchange therefor such holder’s appropriate portion 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 Merger Consideration (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 Corporationas described in Section 2.7(a)).

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 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 "Each 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 Company Shares or Preferred Shares to be cancelled pursuant to described in Section 3.03(b3.6(b) and other than any Dissenting Company Shares, ) shall be cancelled canceled and shall be converted automatically into the right to receive an amount in cash, without interest, equal to $2.00 in cash the Per Share Amount (the "“Merger Consideration"”) payable without interest to the holder of such Share or Preferred Company Share, upon surrender, in the manner provided in Section 3.04 hereof3.9. If, between the date of this Agreement and the Certificate that formerly evidenced such Share Effective Time, the outstanding shares of Company Common Stock are changed into a different number 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 existclass of shares by reason of any stock split, and each holder division or subdivision of a Certificate representing any such Shares shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or Preferred Shares shall cease to have any rights with respect theretoother similar transaction, except the right to receive then the Merger Consideration therefor upon shall be adjusted to the surrender extent appropriate (taking into account any prior adjustments pursuant to Section 2.1(j)) for all purposes of such Certificate in accordance with Section 3.04 hereof, without interest;this Article 3. (b) each Share and each Preferred Each Company Share held in the treasury of the Company and each Company Share owned directly by Purchaser or Parent immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made and no consideration of any kind shall be delivered with respect thereto, and each Preferred Company Share owned held by Parent or any direct or indirect wholly owned subsidiary of Parent or Company (other than Purchaser) shall remain outstanding, except that the number of the such Company immediately prior to the Effective Time Shares shall be cancelled and retired and shall cease adjusted in the Merger to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; andmaintain relative ownership percentages). (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 paid and nonassessable share of common stock, no par value, stock of the Surviving Corporation.

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 Company Stockholders (other than any requisite approval of the following securities:principal terms of the Merger by the Company Stockholders in accordance with the DGCL): (a) Each Company Share held in treasury and each share of common stockCompany Share that is owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time shall be cancelled and shall cease to exist, without any conversion thereof and no par value payment or distribution shall be made with respect thereto. (the "b) Each 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 Dissenting Shares or Preferred and Company Shares to be cancelled pursuant to in accordance with Section 3.03(b) and other than any Dissenting Shares3.01(a)), shall be cancelled converted and shall be converted exchanged automatically into the right to receive an amount in cash equal to $2.00 in cash (the "Merger Consideration") , payable without interest to the holder of such Share or Preferred Sharethereof, upon surrenderwithout interest, in accordance with Section 3.03. At the manner provided in Section 3.04 hereofEffective Time, of all such Company Shares that have been converted into the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted right to receive the Merger Consideration 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 Company Share immediately prior to the Effective Time 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 hereofConsideration, without interest; (b) each Share and each Preferred Share held in . The Company Shares that are to be so converted into the treasury of right to receive the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of Merger Consideration are referred to herein as 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“Merger Shares.” (c) each 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 become one validly issued, (1) fully paid and nonassessable 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 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 24.00 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 the certificate formerly representing such Share (a “Certificate”) 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 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 in accordance with Section 3.04 hereof2.2, without interest;. Table of Contents (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 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. 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 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(c) and other than any Dissenting Shares, Shares (as hereinafter defined)) shall be cancelled canceled and shall be converted automatically into the right to receive cash in an amount equal to $2.00 in cash the Per Share Amount (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 hereof3.10, 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 in the case of a Certificate representing any such Shares lost, stolen or Preferred Shares shall cease to have any rights with respect theretodestroyed certificate, except upon delivery of an affidavit (and bond, if required) in the right to receive the Merger Consideration therefor upon the surrender of such Certificate manner provided in accordance with Section 3.04 hereof, without interest3.10(c)); (b) Each Series B Share issued and outstanding immediately prior to the Effective Time (other than Series B Shares to be canceled pursuant to Section 3.06(c)) shall be canceled and converted automatically into the right to receive from the Company (which payment may be made on behalf of the Company by Purchaser pursuant to Section 3.10) cash in an amount equal to the liquidation preference set forth in section 6(a) of the Certificate of Designation plus the Per Share Amount (calculated as though each Series B Share had been converted into Shares in accordance with the Certificate of Designation), in each case without interest, to the holder of such Series B Share, upon surrender, in the manner provided in Section 3.10, of the certificate formerly evidencing such Series B Share (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and each Preferred bond, if required) in the manner provided in Section 3.10(c)). (c) Each Share held in the treasury of the Company and each Share and each Preferred or Series B 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 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.

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 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 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 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 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 Subeither Purchaser, 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(b3.06(b), any Shares to remain outstanding pursuant to Section 3.06(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 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 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; (bii) 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 Each (cA) each share of common stock, par value $0.01 per share, stock of Merger Sub issued and the F Purchaser outstanding immediately prior to the Effective Time shall be converted into and exchanged for one a number of validly issued, fully paid and nonassessable share shares of Common Stock, par value $.001 per share, of the Surviving Corporation equal to the quotient obtained by dividing the number of F Shares by the number of outstanding shares of common stock of the F Purchaser and (B) limited or general partnership interest of B Purchaser shall be converted and exchanged for a number of validly issued, fully paid and nonassessable shares of common stock, no par valuevalue $.001 per share, of the Surviving CorporationCorporation equal to the quotient obtained by dividing the number of B Shares by the number of partnership interests; and (c) The 6,064,155 of the Shares held by and registered in the name of the Shareholder at the Effective Time, 3,837,890 of the Shares held by and registered in the names of Stin▇▇▇ ▇▇▇ital Partners, L.P., BK Capital Partners IV, L.P., the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇sion Trust for Southern California, United Brotherhood of Carpenters and Joiners of America Local Unions and Councils Pension Fund, Insurance Company Supported Organizations Pension Plan, Rich▇▇▇ ▇. ▇▇▇▇ & ▇ssociates, L.P., Rich▇▇▇ ▇. ▇▇▇▇ & ▇ssociates, Inc., Rich▇▇▇ ▇. ▇▇▇▇, ▇▇ism Partners I, L.P., Wein▇▇▇▇▇ ▇▇▇ital Management, Fremont Partners L.P., FP Advisors, L.L.C., Fremont Group, L.L.C., and Fremont Investors Inc. and the aggregate number of Shares owned by senior management pursuant to Stock Retention Agreements, shall not be cancelled as provided above, but shall remain outstanding.

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 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 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) Subject to Section 1.8, 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(b1.6(b) and other than any Dissenting Shares, shall be cancelled and hereof) shall be converted automatically into the right to receive an amount equal to $2.00 in cash 2.3409 (the "Merger ConsiderationEXCHANGE RATIO") payable without interest to fully paid and nonassessable shares of Common Stock, par value $0.01 per share (the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof"PARENT COMMON STOCK"), of Parent (the Certificate that formerly evidenced "MERGER CONSIDERATION"). As of the Effective Time, all such Share or Preferred Share. All such Shares and Preferred Shares when so converted shares of Company 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 certificate representing any such Shares or Preferred Shares shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon the surrender of such Certificate certificate in accordance with Section 3.04 hereof1.9, without interest;. (b) each Share and each Preferred Share Each share of Company Common Stock that is (i) held in the treasury of the Company and each Share and each Preferred Share or (ii) 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 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 shall thereafter constitute all of the issued and outstanding capital 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 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 “Common Stock”) issued and outstanding immediately prior to the Effective TimeTime (each a “Share”), other than any Shares or Preferred Shares to be cancelled canceled pursuant to Section 3.03(b2.1(b) (“Cancelled Shares”) 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 37.50 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 hereof2.3, 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; (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 and 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 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 non-assessable share of common stock, no par value, stock of the Surviving Corporation, with the same rights, powers and privileges as the stock so converted (the “Converted Shares”). Immediately after the Effective Time, the Converted Shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates, if any, representing shares of capital 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 the immediately preceding sentence.

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 Merger Subeither the Company, the Company TNF 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 5.6.1. 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(b) ------- 5.6.2, any Merger Shares to remain outstanding pursuant to Section 5.6.4 and other than ----- ------------- any Dissenting Shares, Shares (as hereinafter defined)) shall be cancelled and shall be extinguished, and automatically converted automatically into the right to receive an amount in cash equal to $2.00 in cash the Per Share Amount (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 hereof5.8, of the Certificate that certificate formerly evidenced evidencing 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;----------- 5.6.2. Each Share (bi) each Share and each Preferred Share held in the treasury of the Company and each Share and each Preferred Share Company, (ii) owned by Parent or any direct or indirect wholly owned subsidiary of Parent or Subsidiary of the Company Company, or (iii) owned by TNF 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. (c) each share 5.6.3. Each limited liability company interest of common stock, par value $0.01 per share, of Merger Sub issued and TNF outstanding immediately prior to the Effective Time shall be converted into and exchanged for one a number of validly issued, fully paid and nonassessable share shares of common stock, no par value, stock of the Surviving CorporationCorporation equal to the number of Recap Shares then held by TNF. The foregoing exchange ratio has been established assuming that there is only one limited liability company interest of TNF outstanding immediately prior to the Effective Time, and, in the event of a change in the number of such outstanding limited liability interests, the exchange ratio will be adjusted proportionately. 5.6.4. Any Shares held by and registered in the name of ▇▇▇▇▇ ▇▇▇▇▇▇▇, his spouse or any of the individuals or entities identified in Section ------- 5.6.4 of the TNF Disclosure Letter (as it may be updated up to the Effective ----- Time) at the Effective Time shall not be cancelled as provided above in Section ------- 5.6.1 hereof, but shall remain outstanding. -----

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, Sub or the holder of any securities of the Company or the holders of any of the following securitiesMerger Sub: (a) Except as provided in clause (b) below, each share of common stock, no par value (the "Company Common Stock"; all Stock issued and outstanding immediately before the Effective Time (such shares of the Company Common Stock being collectively are hereinafter referred to as the "Shares")) (other than Dissenting Shares) shall, and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares by virtue of the Company Preferred Stock being collectively referred to as the "Preferred Shares")Merger, 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 from the Surviving Corporation $2.00 in cash 1.76 (the "Merger ConsiderationPer Share Amount") in cash payable without interest to the holder thereof, without interest, upon surrender of the certificate formerly 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, 2.07. 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 outstanding, shall automatically be cancelled canceled and retired and shall cease to exist, and each holder of a Certificate certificate or certificates formerly 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;2.07. (b) each Share and each Preferred Share Each share of Company Common Stock that is held in by the Company as treasury stock or any Subsidiary of 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 and shall cease to exist without any conversion thereof exist, and no payment Per Share Amount or distribution other consideration shall be made with respect thereto; anddelivered or deliverable in exchange therefor. (c) each Each share of common stock, $0.01 par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to before the Effective Time shall shall, by virtue of the Merger, be converted into and exchanged for become one duly authorized, validly issued, fully paid and nonassessable non-assessable share of common stock, no $0.01 par valuevalue per share, of the Surviving Corporation.

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 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 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. 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 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, 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 (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 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 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 Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company or the holders holder of any of the following securities: Shares, all of the Shares shall be converted into and represent the right to receive an aggregate of (ai) each share $250,000 in cash, together with interest on such amount at a rate of common stock, no par eight percent (8%) from the date hereof through the Closing Date and (ii) shares of Buyer Common Stock with a fair market value on the Closing Date of $975,000 (the "Company Common StockMerger Shares"; all issued ). The cash and outstanding shares of the Company Buyer Common Stock being collectively issuable in exchange for the ------------- Shares is referred to herein, in the aggregate, as the "Shares"Merger Consideration." -------------------- The Merger Consideration allocable to each individual Shareholder shall be in the amounts set forth opposite each Shareholder's name on Schedule 2.06(a). For purposes of this Section 2.06, and the Series A convertible preferred stock fair market value per share of Buyer Common Stock on the Closing Date shall mean the average closing bid price of Buyer Common Stock for the thirty (30) trading days preceding two (2) days prior to the "Company Preferred Stock"; all issued and outstanding shares of Closing Date. (b) Prior to the Effective Time, the Company Preferred Stock being collectively referred shall take all action necessary so that (i) all outstanding Options are exercised in full immediately prior to as the "Preferred Shares"), of the Company issued Effective Time and (ii) there shall be no Options 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 . Any holder of such Share Options who so exercises his 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 her Options immediately prior to the Effective Time shall be cancelled considered a "Shareholder" for purposes of this Agreement, and retired the Company shall obtain an agreement of the holder of each Option to be bound by the terms of this Agreement. The Company shall terminate all Stock Plans immediately prior to the Effective Time, and the Surviving Corporation shall cease to exist not assume any Stock Plan of the Company. (c) By virtue of the Merger and without any conversion thereof action on the part of the holder thereof, at the Effective Time each share of Common Stock held by the Company as a treasury share immediately prior to the Effective Time shall be canceled and no payment or distribution of any consideration shall be made with respect thereto; and. (cd) By virtue of the Merger and without any action on the part of the holder thereof, at the Effective Time, each share of common stock, par value $0.01 per share, stock of Merger Sub Newco that is issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable newly issued share of common stock, no par value, stock of the Surviving Corporation, par value $.01 per share.

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 Merger Sub or the following securitiesCompany: (a) each share of common Each Share that is owned by Purchaser or Merger Sub, or that is owned by the Company as treasury stock, shall automatically be cancelled and retired and shall cease to exist, and no par value consideration shall be delivered in exchange therefor. (the "Company Common Stock"; all b) Each issued and outstanding shares Share (other than Shares to be cancelled in accordance with Section 1.6(a) hereof and Dissenting Shares (as defined herein)) shall automatically be converted into the right to receive an amount in cash equal to the amount obtained by dividing (i) the product of $2.50 multiplied by the Company Common Stock being collectively referred to as lesser of (A) 21,675,040 and (B) the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all total number of issued and outstanding shares of the Company Preferred Stock being collectively referred Shares (other than Shares to as the "Preferred Shares"be cancelled in accordance with Section 1.6(c), of the Company issued and outstanding ) immediately prior to the Effective Time, by (ii) the total number of issued and outstanding Shares (other than any Shares or Preferred Shares to be cancelled pursuant in accordance with Section 1.6(c)) immediately prior 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 Effective Time (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 1.7 hereof, of the Certificate 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 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 certificate in accordance with Section 3.04 1.7 hereof. Without limiting any other provision of this Agreement, without interest; the Merger Consideration shall be adjusted to reflect fully the effect of any stock split, reverse split, stock dividend (b) each Share including any dividend or distribution of securities convertible into Common Stock), reorganization, recapitalization or other like change with respect to the Common Stock occurring after the date hereof 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; andClosing Date. (c) each Each issued and outstanding 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 value, stock of the Surviving Corporation.

Conversion of Securities. At 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: (a) each share of common stock, no par value (the "Company Common Stock"; all Each 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 .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, stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (b) All shares of Company Stock that, immediately prior to the Effective Time, are held in the treasury of the Company or by Parent or Sub shall be canceled and no consideration shall be delivered in exchange for such shares. (c) Each share of Company Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and shares to be canceled in accordance with Section 1.5(b)) shall be converted into the right to receive $8.50 in cash, without interest (such per-share amount being the “Exchange Amount”). (d) At the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be canceled, and each holder of a certificate representing any such shares or of uncertificated shares of Company Stock, which immediately prior to the Effective Time were registered to such holder on the stock transfer books of the Company (the “Uncertificated Shares”), so long as such shares are not Dissenting Shares, shall in either case cease to have any rights with respect to such shares, except the right to receive the Exchange Amount in respect of each such share of Company Stock. (e) Notwithstanding anything in this Agreement to the contrary, shares of Company Stock issued and outstanding immediately prior to the Effective Time which are held of record by stockholders who shall not have voted such shares in favor of 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 Exchange Amount as set forth in Section 1.5(c), but the holders of such shares 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 the applicable court shall determine that such holder is not entitled to receive payment for such holder’s shares or such holder shall otherwise lose such holder’s appraisal rights, then, in any such case, each share of Company Stock held of record by such holder or holders shall be treated as if they had been converted as of the Effective Time into the right to receive the Exchange Amount. (f) If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur, as a result of any reclassification, recapitalization, stock split (including reverse stock split), merger, combination, exchange or readjustment of shares, subdivision or other similar transaction, or any stock dividend thereon with a record date during such period, the Exchange Amount and any other amounts payable pursuant to this Agreement shall be appropriately adjusted to eliminate the effect of such event on the Exchange Amount or any such other amounts payable pursuant to this Agreement.

Conversion of Securities. At the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Merger SubParent, the Purchaser, 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 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, Shares (as defined in Section 2.2(a)) shall be cancelled and shall extinguished and be converted automatically into the right to receive an amount equal to $2.00 the Offer Price in cash payable to the holder thereof, without interest (the "Merger ------ Consideration") payable without interest to ), upon surrender of the holder of certificate formerly representing such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 2.3 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 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 certificate in accordance with Section 3.04 2.3 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 the Purchaser or any direct or indirect wholly owned subsidiary of Parent or of the Company Purchaser immediately prior to before the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof extinguished and no payment or distribution other consideration shall be made with respect thereto; and. (c) each Each share of common stock, par value $0.01 .01 per share, of Merger Sub the Purchaser issued and outstanding immediately prior to before the Effective Time shall be converted into and exchanged for thereafter represent one validly issued, fully paid and nonassessable share of common 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 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 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 (including shares of Company Capital Stock resulting from the conversion or exercise of Company Warrants, Company Options and Company Equity Rights 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 canceled and shall be converted automatically into (i) the right to receive an amount a number of shares of Parent Common Stock equal to $2.00 in cash the Exchange Ratio (the "“Per Share Merger Consideration"”) payable without interest and (ii) the contingent right to receive a portion of the Stockholder Earnout Shares, calculated on a Pro Rata Basis together with all other shares of Company Capital Stock held by the holder of such Share or Preferred Shareshare as of immediately prior to the Effective Time, upon surrenderif, in the manner provided in Section 3.04 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares as 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 payable in accordance with the provisions of Section 3.04 hereof, without interest3.7; (b) each Share and each Preferred Share share of Company Capital 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; (c) 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 $0.00001 per share, of the Surviving Corporation; and (d) each Company Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assumed by Parent and converted into an option to purchase a number of shares of Parent 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 Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such Company Option immediately prior to the Effective Time divided by (B) the Exchange Ratio; provided, however, that the exercise price and the number of shares of Parent Common Stock purchasable pursuant to the Exchanged Options shall be determined in a manner consistent with the requirements of Section 409A of the Code and Treasury Regulation Section 1.409A-1(b)(5)(v)(D); provided, further, 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 or as agreed to in writing with any holder of a Company 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 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. (e) each Company Warrant that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assumed by Parent and converted into a warrant to purchase a number of shares of Parent Common Stock (such warrant, an “Exchanged Warrant”) 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 Warrant immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such Company Warrant immediately prior to the Effective Time divided by (B) the Exchange Ratio. Except as specifically provided above or as agreed to in writing with any holder of a Company Warrant, following the Effective Time, each Exchanged Warrant 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 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. (f) each Company Equity Right that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall either be (i) exercised in full by the holder thereof immediately prior to Closing or (ii) assumed by Parent and converted into a right to purchase a number of shares of Parent Common Stock (such equity right, an “Exchanged Equity Right”) 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 Equity Right immediately prior to the Effective Time and (y) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such Company Equity Right immediately prior to the Effective Time divided by (B) the Exchange Ratio. Except as specifically provided above or as agreed to in writing with any holder of a Company Equity Right, following the Effective Time, each Exchanged Equity Right shall continue to be governed by the same exercisability terms and otherwise substantially similar terms and conditions as were applicable to the corresponding former Company Equity Right 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 Equity Right pursuant to this subsection. (g) Notwithstanding anything to the contrary set forth in this Agreement, (i) the portion of the Aggregate Closing Merger Consideration issuable to any Person pursuant to Section 3.1(a) shall be calculated on an aggregate basis with respect to all shares of Company Capital Stock held of record by such Person immediately prior to the Effective Time, and (ii) after such aggregation, any fractional share of Parent Common Stock that would otherwise be issuable to such Person following such aggregation shall be rounded down to a whole share of Parent Common Stock.

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 cease to exist, other than 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. (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 Subsidiary of Parent (other than SPH Group Holdings LLC) shall cease to exist, and such shares, including any certificates 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); provided, however, that each share of Common Stock owned directly by SPH Group Holdings LLC shall not be exchanged for the Merger Consideration but shall remain outstanding and shall represent Equity Interests in the Surviving Corporation. Shares of Common Stock that are cancelled and retired, or that remain outstanding, 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) such 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 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")$0.01 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 49.00, 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, 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 Merger Consideration therefor upon the surrender of payable with respect to such Certificate Shares in accordance with Section 3.04 hereof, without interest2.4; (b) each Share and each Preferred Share (i) 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 or (ii) owned by Parent, Merger Sub or any direct or indirect wholly owned Subsidiary of Parent or Merger Sub immediately prior to the Effective Time, 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; (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 immediately prior to the Effective Time 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 2.3.

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 Company Stockholders (other than any requisite approval of the following securities:principal terms of the Merger by the Company Stockholders in accordance with the DGCL): (a) Each Company Share held in treasury and each share of common stockCompany Share that is owned, no par value (the "Company Common Stock"; all issued and outstanding shares directly or indirectly, by a wholly-owned Subsidiary of the Company, Parent or Merger Sub immediately prior to the Effective Time shall be cancelled and shall cease to exist, without any conversion thereof and no payment or distribution shall be made with respect thereto. (b) Each 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 Dissenting Shares or Preferred and Company Shares to be cancelled pursuant to in accordance with Section 3.03(b) and other than any Dissenting Shares3.01(a)), shall be cancelled converted and shall be converted exchanged automatically into the right to receive an amount in cash equal to $2.00 in cash (the "Merger Consideration") , payable without interest to the holder of such Share or Preferred Sharethereof, upon surrenderwithout interest, in accordance with Section 3.03. At the manner provided in Section 3.04 hereofEffective Time, of all such Company Shares that have been converted into the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted right to receive the Merger Consideration 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 Company Share immediately prior to the Effective Time 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 hereofConsideration, without interest; (b) each Share and each Preferred Share held in . The Company Shares that are to be so converted into the treasury of right to receive the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of Merger Consideration are referred to herein as 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“Merger Shares.” (c) each 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 become 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 Rook, Bishop, Merger Sub, the Company Sub or the holders of any shares of the following securitiescapital stock of Rook or ▇▇▇▇▇▇: (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 thereupon 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 Surviving Corporation. (ii) Each share of Rook Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall thereupon be converted into the right to receive one (1) validly issued, fully paid and non-assessable share of ▇▇▇▇▇▇ Common Stock (the “Merger Consideration”). The parties hereto agree that the one-for-one exchange ratio and the Merger Consideration were determined assuming that the Reverse Split shall have occurred prior to the Merger. (iii) Each share of Rook Common Stock held in the treasury of Rook or owned or held, directly or indirectly, by ▇▇▇▇▇▇ or any wholly owned Subsidiary of ▇▇▇▇▇▇ or Rook immediately prior to the Effective Time (other than any such share of Rook Common Stock held in a fiduciary capacity on behalf of a third-party) (each such share, a “Cancelled Share”) shall automatically be cancelled and shall cease to exist without any conversion thereof, and no consideration shall be delivered in exchange therefor. (iv) All shares of Rook Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the applicable Merger Consideration payable pursuant to Section 2.1(a)(ii), and any dividends or other distributions payable pursuant to Section 2.2(e), in each case to be issued or paid in accordance with Section 2.2, without interest, but subject to Section 2.2(c).

Conversion of Securities. At the Merger Effective Time, by virtue of the Merger and without any action on the part of Merger SubWyndham, the Company Newco or the holders of any of the following securitiestheir securities or interests: (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 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 number of shares of New Common Stock 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 interestExchange Ratio; (bii) each Share Each share of Series B Preferred Stock issued and each Preferred outstanding immediately prior to the Merger Effective Time shall be converted into the number of shares of New Common Stock equal to the Exchange Ratio; (iii) Each share of Class A Common Stock issued and outstanding immediately prior to the Merger Effective Time shall be converted into one share of New Common Stock; (iv) Each share of Class B Common Stock issued and outstanding immediately prior to the Merger Effective Time shall be converted into one share of New Common Stock; (v) 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 Wyndham immediately prior to the Merger Effective Time shall be cancelled and retired without any conversion or consideration paid in respect thereof, and shall cease to exist without exist; (vi) Each option or right to purchase shares any conversion thereof and no payment shares of Class A Common Stock of Wyndham that is outstanding immediately prior to the Merger Effective Time, whether or distribution not then exercisable, shall be made with respect thereto; andconverted into an option or right to purchase an equal number of shares of New Common Stock, and all other terms of such option or right shall remain the same as immediately prior to the Merger Effective Time. Each share of restricted Class A Common Stock of Wyndham that is outstanding immediately prior to the Merger Effective Time shall be converted into a share of restricted New Common Stock, and all other terms (including vesting) of such restricted stock shall remain the same as immediately prior to the Merger Effective Time; (cvii) each Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time Newco ("NEWCO COMMON STOCK") shall be converted into cancelled without any conversion or consideration paid in respect thereof, and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation.shall cease to exist;

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Acquisition 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 : 1. Each issued and outstanding shares 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 held by 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 a treasury share 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 subsidiary of the Company (which does not include the 23,500 shares of Company Common Stock held by the Company's profit-sharing plan as of the date hereof (the "Profit Sharing Plan Shares")) and each issued and outstanding share of Company Common Stock owned by Parent, Acquisition Sub or any other direct or indirect 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 shall be made with respect thereto; and 1. Each issued and outstanding share of Company Common Stock immediately prior to the Effective Time, other than (ci) each those shares of Company Common Stock referred to in Section 2.7(a) and (ii) Dissenting Shares (as defined in Section 3.2 below), shall be canceled and shall be converted automatically into and represent the right to receive an amount equal to six dollars ($6.00) in cash (such amount of cash being referred to herein as the "Merger Consideration") payable, without interest, to the holder of such share of Company Common Stock upon surrender, in the manner provided in Section 3.1, of the certificate that formerly evidenced such share of Company Common Stock; 1. The shares 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 exchangeable for, in the aggregate, One Thousand (1,000) validly issued, fully paid and nonassessable share non-assessable shares of common stock, no par valuevalue $.01, of the Surviving Corporation., which shall constitute all of the issued and outstanding shares of the Surviving Corporation; and (d) All of the certificates evidencing shares of Company Common Stock, 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 Section 2.7(b) hereof. A.

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 Shares, the following securitiesactions shall occur: (a) As further set forth on Schedule 1.6, 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 before the Effective Time, Time (other than any Shares or Preferred Shares to be cancelled canceled pursuant to Section 3.03(b1.6(d) and other than any Dissenting Shares, Shares (as defined in Section 1.7(a)) shall be cancelled canceled and shall extinguished and be converted automatically into the right to receive an amount in cash equal to $2.00 in cash 0.0333 per share (the "Merger ConsiderationPer Share Amount") ), payable without interest to the holder thereof, without interest, upon surrender of the certificate representing such Share or Preferred Share, upon surrender, in the manner provided in accordance with Section 3.04 1.8 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 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 Per Share Amount, without interest, upon the surrender of such Certificate certificate in accordance with Section 3.04 1.8 hereof. Notwithstanding the foregoing, without interest;if between the date of this Agreement and the Effective Time the outstanding shares of the Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any dividend, subdivision, reclassification, split, combination or exchange of shares or otherwise, the Per Share Amount shall be correspondingly adjusted on a per share basis to reflect such dividend, subdivision, reclassification, split, combination or exchange of shares. (b) As further set forth on Schedule 1.6, each share of Series A Preferred issued and outstanding immediately before the Effective Time (other than any Shares to be canceled pursuant to Section 1.6(d) and any Dissenting Shares (as defined in Section 1.7(a)) shall be canceled and extinguished and be converted into the right to receive an amount in cash equal to $0.333 per share (the "Series A Per Share Amount"), payable to the holder thereof, without interest, upon surrender of the certificate representing such Share in accordance with Section 1.8 hereof. Each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Series A Per Share Amount, without interest, upon the surrender of such certificate in accordance with Section 1.8 hereof. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of the Series A Preferred shall have been changed into a different number of shares or a different class, by reason of any dividend, subdivision, reclassification, split, combination or exchange of shares or otherwise, the Series A Per Share Amount shall be correspondingly adjusted on a per share basis to reflect such dividend, subdivision, reclassification, split, combination or exchange of shares. (c) As further set forth on Schedule 1.6, all issued and outstanding shares of Series B Preferred and Series C Preferred issued and outstanding immediately before the Effective Time (other than any Shares to be canceled pursuant to Section 1.6(d) and any Dissenting Shares (as defined in Section 1.7(a)) shall, subject to Section 1.8(d), be canceled and extinguished and be converted into the right to receive in the aggregate: (i) 1,840,000 shares of Series A Voting Convertible Preferred Stock, par value $.01 per share, of Holdings ("New Series A Preferred"); (ii) 167 shares of common stock, par value $.01 per share, of Holdings ("New Company Common Stock" and, together with the New Series A Preferred issued pursuant to subsection (i) above, the "Stock Consideration"); (iii) solely in the case of the Series B Preferred, $9.08375 per share (the "Series B Per Share Amount"); (iv) solely in the case of the Series C Preferred, $3.8085714 per share (the "Series C Per Share Amount"); (v) $3,666,667 aggregate principal amount of subordinated notes (the "Subordinated Notes") of Holdings, with such terms and conditions as set forth in the form of Subordinated Note attached hereto as Exhibit C-1; and (vi) warrants to purchase up to 460,000 shares of New Company Common Stock (the "New Warrants" and, collectively with the Stock Consideration, the Series B Per Share Amount, the Series C Per Share Amount and the Subordinated Notes, the "Series B and C Consideration") of Holdings, with such terms and conditions as set forth in the form of Warrant attached hereto as Exhibit C-2; in each case payable to the holder thereof, without interest and upon surrender of the certificate representing such Share in accordance with Section 1.8 hereof and subject to Section 1.8(d), as follows: (i) each share of Series B Preferred shall be canceled and extinguished and converted into the right to receive: (A) 1.9435 shares of New Series A Preferred; (B) 0.000176 shares of New Company Common Stock; (C) $2,850,467 aggregate principal amount of Subordinated Notes (in the aggregate, among all Series B Preferred outstanding on the date of this Agreement); (D) a New Warrant to purchase 0.485875 shares of New Company Common Stock and (E) the Series B Per Share Amount; and (ii) each share of Series C Preferred shall be canceled and extinguished and converted into the right to receive: (A) 0.814857 shares of New Series A Preferred; (B) 0.0000743 shares of New Company Common Stock; (C) $522,867 aggregate principal amount of Subordinated Notes (in the aggregate, among all Series C Preferred outstanding on the date of this Agreement); (D) a New Warrant to purchase 0.2037143 shares of New Company Common Stock and (E) the Series C Per Share Amount. Each holder of a certificate representing any Series B Preferred or Series C Preferred shall cease to have any rights with respect thereto, except the right to receive the Series B and C Consideration as provided in this Section 1.6(c), upon the surrender of such certificate in accordance with Section 1.8 hereof. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of the Series B Preferred or the Series C Preferred shall have been changed into a different number of shares or a different class, by reason of any dividend, subdivision, reclassification, split, combination or exchange of shares or otherwise, the Series B and C Consideration shall be correspondingly adjusted on a per share basis to reflect such dividend, subdivision, reclassification, split, combination or exchange of shares. (d) Each share of Company Common Stock, Series A Preferred, Series B Preferred and Series C Preferred 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 before the Effective Time shall be cancelled canceled and retired and shall cease to exist without any conversion thereof extinguished and no payment or distribution other consideration shall be made with respect thereto; and. (ce) each Each share of (i) common stock, $.0l par value $0.01 per sharevalue, of Merger Sub Purchaser issued and outstanding immediately prior to before the Effective Time shall be converted into and exchanged for thereafter represent one validly issued, fully paid and nonassessable share of common 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 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. At 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 any stockholder of any of the following securitiesSavers: (a) each All shares of Savers Common Stock that are held in the treasury of Savers or by any wholly-owned Subsidiary of Savers and any shares of Savers Common Stock owned by SMC, SAC or any other wholly- owned Subsidiary of SMC shall be cancelled, and no capital stock of SMC or other consideration shall be delivered in exchange therefor. (b) Each issued and outstanding share of common stockcapital stock of SAC shall be converted into and become one 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 Surviving Corporation. (c) Subject to the provisions of SECTIONS 2.10 and 2.12 hereof, each share of Savers Common Stock issued and outstanding immediately prior to the Effective Time, Time (other than any Shares or Preferred Shares shares to be cancelled pursuant to Section 3.03(bcanceled in accordance with SECTION 2.5(A)) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into the right (i) subject to receive an amount equal to SECTION 2.6, below, $2.00 in cash cash, plus (ii) $6.00 in value of shares of SMC Common Stock, the number of such shares, to be rounded to the nearest hundredth of a share, determined by dividing $6.00 by the average of the trading prices as reported by the NASDAQ National Market (the "Merger ConsiderationAverage Trading Price") payable without interest of SMC Common Stock for the ten (10) consecutive trading days ending on the fifth day prior to the holder of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, earlier of the Certificate that formerly evidenced such Share SMC Stockholders Meeting or Preferred Sharethe Savers Stockholders Meeting, plus (iii) the Performance Premium described in ARTICLE III, below. All such Shares and Preferred Shares shares of Savers Common Stock, when so converted converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate (as defined in SECTION 2.8(A)) representing any such Shares or Preferred Shares shares shall cease to have any rights with respect thereto, except the right to receive shares of SMC Common Stock, cash as provided in this SECTION 2.5 and SECTION 2.6 and the Merger Consideration Performance Premium, certain dividends and other distributions as contemplated by SECTION 2.9 and any cash, without interest, in lieu of fractional shares to be issued or paid in consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereof, without interest;SECTION 2.8. (bd) 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 Each option 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 purchase Savers Common Stock (c"Savers Stock Option") 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 cash from Savers equal in amount with respect to each such option to the difference between $8.00 per option share and exchanged the exercise price for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporationeach such option.

Conversion of Securities. At the Effective Time (a) each share of Celestial's Common Stock, par value $.001 per share (the "Celestial Common"), issued and outstanding immediately prior to the Effective Time (excluding those held by persons who perfect their dissenters' rights pursuant to the Nevada GCL, which shall cease to exist and be cancelled) and (b) each warrant or option to purchase shares of Common issued and outstanding immediately prior to the Effective Time, 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: (a) each remain unchanged. Each share of common stockCelestial Preferred Stock, 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 "SharesCelestial Preferred"), 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 (excluding those held by persons who perfect their dissenters' rights under the Nevada GCL which shall cease to exist and be cancelled) shall, other than by virtue of the Merger and without any Shares or Preferred Shares action on the part of the holder thereof be converted into one (1) share of Common Stock, par value $.001 per share of the Surviving Corporation. (b) Each share of PDI's Common Stock, par value $.01 per share (the "PDI Common") issued and outstanding immediately prior to be cancelled the Effective Time (excluding those held by persons who perfect their dissenters' rights pursuant to Section 3.03(bthe PaBCL, which shall cease to exist and be cancelled) shall, by virtue of the Merger and other than without any Dissenting Sharesaction on the part of the holder thereof, be converted into and become one share of Common Stock of the Surviving Corporation. (c) Each issued share of Celestial Common or Celestial Preferred held in the treasury of Celestial immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Celestial, be retired and shall resume the status of authorized and unissued shares of Celestial Common or Celestial Preferred, as the case may be. (d) Each option to purchase shares of PDI Common outstanding immediately prior to the Effective Time of the Merger granted under PDI's Stock Option Plan (the "PDI Stock Option Plan"), or outside of such Plan, and each warrant to purchase shares of PDI Common outstanding immediately prior to the Effective Time of the Merger, shall be cancelled assumed by the Surviving Corporation and shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become an option or warrant, as the case may be, to purchase the identical number of shares of the Surviving Corporation's Common Stock, at the identical exercise price and each such option or warrant shall otherwise have the same terms and conditions as provided therein. The PDI Stock Option Plan and all other option plans and programs described in the PDI Disclosure Statement shall be converted automatically assumed as of the Effective Time by the Surviving Corporation with such amendments thereto as may be required to reflect the Merger. The Board of Directors of the Surviving Corporation shall have all of the powers conferred upon the Board of Directors of PDI under the PDI Stock Option Plan in administering the options outstanding thereunder. (e) No fractional shares of Surviving Corporation Common Stock, and no certificate or scrip representing such fractional shares, shall be issued upon the conversion of any Celestial Preferred or PDI Common into the right shares of Surviving Corporation Common Stock pursuant to this Section 1.5. Instead, if, pursuant to this Section 1.5 a shareholder would otherwise be entitled to receive an amount equal a fractional share of Surviving Corporation Common Stock, the Surviving Corporation shall, at its option in its sole discretion, elect to $2.00 (i) pay to such shareholder in cash the value of such a fractional share based on the then applicable fair market value per share of such Common Stock or (ii) round the "Merger Consideration") payable without interest number of shares to be issued to such shareholder up to the holder next highest number of such Share whole shares. If more than one certificate representing shares of Celestial Preferred or PDI Common shall be surrendered at one time for the account of the same shareholder, the number of full shares of Surviving Corporation Common Stock for which certificates shall be delivered shall be computed on the basis of the aggregate number of shares represented by the certificates so surrendered. (f) Each share of PDI Common and PDI Series A Preferred, Series B Preferred Shareand Series C Preferred, upon surrenderif any, issued and held in the manner provided in Section 3.04 hereof, treasury of PDI immediately prior to the Effective Time of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares Merger shall, by virtue of the Merger and Preferred Shares when so converted shall no longer be outstanding and shall automatically without any action on the part of PDI, be cancelled and retired and shall cease to exist, and each holder of a Certificate representing without any such Shares conversion thereof into 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 shares, of such Certificate in accordance with Section 3.04 hereof, without interest;Surviving Corporation Common Stock. (bg) For the purposes of this Section 1.5, 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 certificate which, immediately prior to the Effective Time shall of the Merger, represented shares of Celestial Preferred shall, at the Effective Time of the Merger and thereafter, be cancelled and retired and shall cease deemed for all purposes to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; andrepresent the number of shares of Surviving Corporation Common Stock into which the shares of Celestial Preferred represented by such certificate have been converted pursuant to this Section 1.5. (ch) For the purposes of this Section 1.5, each share of common stockcertificate which, 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 Merger, represented shares of PDI Common shall, at the Effective Time of the Merger and thereafter, be deemed for all purposes to represent the number of shares of Surviving CorporationCorporation Common Stock into which the shares of PDI Common represented by such certificate have been converted pursuant to this Section 1.5.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Arris, Holdco, Merger SubSub or any holder of shares of Arris capital stock, the Company Holdco capital stock or the holders common stock, par value $0.001 per share, of any of the following securities:Merger Sub (“Merger Sub Common Stock”): (a) each Each share (or fraction of common stockshare, no par value as applicable) of (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(bi) 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 Arris ( the “Arris Common Stock”) or (ii) preferred stock, par value $1.00 per share, of Arris (the “Arris Preferred Stock” and, together with the Arris Common Stock, the “Arris Stock”), outstanding immediately prior to the Effective Time shall be converted into one (or equal fraction of one, as applicable) fully paid and nonassessable share of common stock, par value $.01 per share, or preferred stock, par value $1.00 per share, as applicable, of Holdco (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 Arris Stock being converted in the Merger. Subject to Section 2.4 below, each right to acquire Arris Stock outstanding immediately prior to the Effective Time shall be converted into a right to acquire Holdco Stock on the same terms and conditions as the right to acquire Arris Stock being converted in the Merger; (b) Each share of Holdco 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 issued and outstanding immediately prior to the Effective Time shall automatically convert 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.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger SubCo, the Company or the holders of any of the following securities: (a) each Conversion of Company Common Stock. Each share of common 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 hereinafter 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(b2.01(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 37.25 in cash cash, without interest (the "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, 2.02 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 Cancellation of Treasury Stock and each Preferred Share Parent and Merger Co-Owned Stock. 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, Merger Co or any direct or indirect wholly owned subsidiary of Parent or Merger Co or any direct or indirect wholly owned Subsidiary of the Company immediately prior to the Effective Time 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. (c) each Capital Stock of Merger Co. Each share of common stock, par value $0.01 .01 per share, of Merger Sub Co 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. Following the Effective Time, each certificate evidencing ownership of shares of Merger Co common stock shall evidence ownership of such shares of the Surviving Corporation.

Conversion of Securities. At 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: (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, $0.01 par value, of the Surviving Corporation. (the "b) All shares of Company Common Stock"; all issued and outstanding shares Stock or Company Preferred Stock 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 and any shares of Company Common Stock or Company Preferred Stock being collectively referred owned by Parent shall be cancelled, and no capital stock of Parent or other consideration shall be delivered in exchange therefor. (c) Subject to as the "Preferred Shares"provisions of Sections 1.6(g), 1.9 and 1.11 hereof, each share of the Company Common Stock and each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time, Time (other than any Dissenting Shares or Preferred Shares (as hereinafter defined) and shares to be cancelled pursuant to in accordance with Section 3.03(b1.6(b)) and other than any Dissenting (collectively, the “Shares, shall be cancelled and ”) shall be converted automatically into the right to receive an amount the following: (i) the number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to $2.00 6,082,000 divided by the Fully Diluted Equity (as hereinafter defined), and (ii) the number of validly issued, fully paid and nonassessable shares of Parent Preferred Stock equal to 50,000 divided by the Fully Diluted Equity (together with any cash in cash lieu of fractional shares of Parent Common Stock or Parent Preferred Stock to be paid pursuant to Section 1.9), (clauses (i) and (ii) collectively, 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 and Preferred Shares Shares, when so converted converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to existretired, and each holder of a Certificate certificate formerly 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 amount and any dividends and other distributions in accordance with Section 3.04 hereof1.8. For purposes of this Agreement, without interest; (b) each Share and each Preferred Share held in “Fully Diluted Equity” means the treasury aggregate 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 all issued and outstanding immediately prior to shares of Company Common Stock (assuming the conversion of all of the issued and outstanding shares of Company Preferred Stock) as of 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 CorporationTime.

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. Prior to the Closing, LS shall effectuate the Stock Split (as hereinafter defined). At the Effective Time, by virtue of the Merger and without any action on the part of Pyxis, Merger Sub, the Company LS, LSG or the holders of any securities of Pyxis, Merger Sub, LS or LSG, other than as contemplated in this Agreement, the following securitiesshall occur: (a) each Each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Merger Sub 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 Time shall be converted automatically into and become one fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation, so that immediately following the Effective Time, Pyxis will be the holder of all the issued and outstanding shares of capital stock of the Surviving Corporation; (b) Subject to the provisions of Sections 1.8 and 1.9, each share of LS Common Stock (each an “LS Share”) issued and outstanding immediately prior to the Effective Time (post-Stock Split) (the “LS Post-Split Share Number”) shall be exchanged for and converted into the right to receive an amount such number of validly issued, fully paid and non-assessable shares of Pyxis Common Stock (the “Pyxis Shares”) equal to $2.00 in cash the LS Conversion Number (collectively, the "“Merger Consideration"”). The “LS Conversion Number” shall equal $4,000,000 divided by a denominator equal to (i) payable without interest the LS Share Closing Date Price multiplied by (ii) LS Post-Split Share Number. The “LS Share Closing Date Price” shall mean the final closing price of a share of LS Common Stock (as adjusted for the Stock Split) on the Closing Date. All references in this Agreement to the holder Pyxis Shares to be received as Merger Consideration shall be deemed to include the Make-Whole Right described in, and subject to the provisions of, Section 4.12 below. Any fractional Pyxis Shares resulting from the aforementioned conversion shall not be issued by Pyxis and shall be rounded up to the nearest whole number 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 SharePyxis Shares. All such Shares and Preferred Shares LS Shares, when so converted exchanged and 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 certificates representing the Merger Consideration therefor upon Pyxis Shares into which such shares are converted. Upon the surrender of such Certificate in accordance with Section 3.04 hereofaforementioned exchange and conversion, without interest; (b) each Share and each Preferred any LS Share held in the by LS as treasury stock shall no longer be outstanding and shall automatically be canceled and retired. In addition, all options, warrants and other securities convertible into or exercisable for shares of the Company and each Share and each Preferred Share owned by Parent LS capital stock shall either be converted or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately exercised into LS Shares prior to the Effective Time (and receive part of the Merger Consideration) or be cancelled. Following the Closing, no shares of LS capital stock shall be cancelled and retired and shall cease to exist without any conversion thereof outstanding and no payment rights to purchase or distribution receive shares of LS capital stock 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 Corporationexist.

Conversion of Securities. At As of the Effective Time, by virtue of the Merger Date and without any action on the part of Merger CoConnect , CoConnect Sub, the Company Boomj or the holders of any of the securities of any of these corporations, each of the following securitiesshall occur: (a1) each share Each Conversion 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 Boomj 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 2.5 shares of CoConnect Common Stock. Accordingly, the right to receive an amount equal to $2.00 in cash 15,916,608 outstanding Conversion Shares of Boomj Common Stock shall be converted into a total of 39,791,520 shares of CoConnect Common Stock (the "Merger Consideration") payable without interest however, if more Series B Preferred shares are sold prior to the holder Closing, then the Conversion Shares shall increase accordingly as noted above and each such additional Conversion Share shall also be converted into 2.5 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 ShareCoConnect Common Stock). All such Boomj Conversion Shares and Preferred Shares when so 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 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 CoConnect Common Stock, respectively, into which such shares of Boomj Common Stock were converted. The holders of such certificates previously evidencing shares of Boomj Common Stock outstanding immediately prior to the Effective Date shall cease to have any rights with respect thereto, to such shares of Boomj 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 Boomj capital 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 Boomj 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 CoConnect 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 CoConnect ; (4) The 868,750 shares of CoConnect Common Stock issued and outstanding immediately prior to the Merger will remain outstanding after the Merger.

Conversion of Securities. At (a) Each share of B2e Preferred Stock (including each share of B2e Preferred Stock issued upon conversion or exercise of outstanding B2e Options, B2e Warrants and any other security directly or indirectly convertible into or exercisable for shares of B2e Preferred Stock) issued and outstanding immediately prior to the Effective TimeTime (other than Dissenting Shares) shall, by virtue of the Merger and without any action on the part of Merger Verticalnet, Acquisition Sub, the Company B2e or the holders of any of holder thereof, be converted into the following securitiesright to receive the Merger Consideration as follows: (ai) With regard to 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 B 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 a number of shares of Verticalnet Common Stock equal to $2.00 in cash the quotient obtained by dividing (A) the product of (i) 5,100,000 shares of Verticalnet Common Stock (the "Merger “Stock Consideration"”) payable without interest to multiplied by (ii) the holder Series B Consideration Ratio, by (B) the total number of such Share or shares of Series B Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, of the Certificate Stock 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 are issued and outstanding immediately prior to the Effective Time Time; (ii) With regard to each share of Series A Preferred Stock issued and outstanding immediately prior to the Effective Time, a number of shares of Verticalnet Common Stock equal to the quotient obtained by dividing (A) the product of (i) the Stock Consideration multiplied by (ii) the Series A Consideration Ratio, by (B) the total number of shares of Series A Preferred Stock that are issued and outstanding immediately prior to the Effective Time; and (iii) For the benefit of the holders of the Series A Preferred Stock and the Series B Preferred Stock issued and outstanding immediately prior to the Effective Time, based on the Series A Consideration Ratio and the Series B Consideration Ratio, respectively, cash equal to the quotient obtained by dividing (A) the difference of (1) the product of (a) 3,900,000 shares of Verticalnet Common Stock multiplied by (b) an amount equal to a 25% premium to the Closing Date Average Price, minus (2) the B2e Transaction Expenses paid by Verticalnet at Closing (the “Note Consideration”), by (B) the total number of shares of Series A Preferred Stock and Series B Preferred Stock that are issued and outstanding immediately prior to the Effective Time, which shall be payable through the issuance of a promissory note from Verticalnet to the Stockholders’ Representative in an aggregate principal amount equal to the Note Consideration bearing interest at eight percent per annum in substantially the form attached hereto as Exhibit D (the “Merger Note”). (b) The value of the Merger Consideration shall be subject to downward adjustment only for the Working Capital Adjustment prepared in accordance with Section 2.13. The Working Capital Adjustment shall reduce the principal amount payable by Verticalnet under the Merger Note on a dollar-for-dollar basis. Any amounts payable by Verticalnet under the Merger Note which are reduced pursuant to this Section 2.06 shall be considered cancelled and shall no longer be due or payable by Verticalnet under the Merger Note. (c) The Merger Note shall provide that at the option of either Verticalnet or the Stockholders’ Representative, the Merger Note may be converted into shares of Verticalnet Common Stock at a conversion price per share equal to a 25% premium to the Closing Date Average Price (the “Contingent Conversion Provision”); provided, however, that the option to choose the Contingent Conversion Provision shall not be effective unless and exchanged until Verticalnet’s shareholders have approved the Contingent Conversion Provision in accordance with applicable Law and the rules and regulations of the Nasdaq Stock Market. If the Contingent Conversion Provision is exercised, a number of shares of Verticalnet Common Stock (the “Escrow Shares”) equal to the quotient of (i) the difference of (A) ten percent of the Merger Consideration minus (B) the aggregate amount set-off under this Merger Note to cover any indemnification claims of the Indemnified Parties under this Agreement, divided by (ii) a conversion price per share equal to a 25% premium to the Closing Date Average Price. The Escrow Shares shall be deposited with an escrow agent mutually acceptable to Verticalnet and the Stockholders’ Representative to be held by such escrow agent as security for one validly issuedindemnification claims of the Indemnified Parties under this Agreement until the nine month anniversary of the Closing Date (unless distributed earlier to pay such indemnification claims) pursuant to a mutually acceptable escrow agreement. The escrow agreement shall contain a provision substantially in the form attached hereto as Appendix A. (d) At or immediately prior to the Effective Time, fully paid all unexercised warrants to purchase shares of B2e Capital Stock outstanding (the “B2e Warrants”) shall be canceled and nonassessable terminated, and each B2e Warrant shall cease to represent a right to acquire ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇. ▇▇▇ shall provide each holder of a B2e Warrant with written notice notifying them that such holder’s B2e Warrant will be cancelled if not immediately exercised by such holder prior to the Effective Time. To the extent that consent from any holder of a B2e Warrant is required under the terms of any B2e Warrant in order to terminate such B2e Warrant in accordance with this Section 2.06(d), B2e shall obtain such consent prior to the Effective Time. Neither Verticalnet nor the Surviving Corporation shall assume any B2e Warrants after the Merger. (e) At or immediately prior to the Effective Time, all unexercised options to purchase shares of B2e Capital Stock (whether or not vested) outstanding (the “B2e Options”) shall be canceled and terminated, and each B2e Option shall cease to represent a right to acquire B2e Capital Stock. To the extent that consent from any holder of a B2e Option is required under the terms of the Stock Option Plan or any B2e Option in order to cancel such B2e Option in accordance with this Section 2.06(e), B2e shall obtain such consent prior to the Effective Time. Neither Verticalnet nor the Surviving Corporation shall assume any B2e Option after the Merger. (f) In the event any certificates evidencing shares of B2e Preferred Stock shall have been lost, stolen or destroyed, Verticalnet shall issue certificates representing that number of shares of Stock Consideration in exchange for such lost, stolen or destroyed certificates as such lost, stolen or destroyed certificates would entitle the Stockholder to receive under Section 2.06, upon the making of an affidavit of that fact by the Stockholder; provided, however, that Verticalnet may, in its sole and absolute discretion and as a condition precedent to the issuance thereof, require the Stockholder, in such case, to provide an indemnity or deliver a bond in such sum as it may reasonably direct as security against any claim that may be made against Verticalnet with respect to such certificates alleged to have been lost, stolen or destroyed. (g) At the Effective Time all shares of B2e Common Stock shall be cancelled and no longer deemed to be outstanding and no shares of Verticalnet Common Stock or any other security or cash shall be issuable in connection therewith. (h) Until surrendered in accordance with the provisions of Section 2.09, each share of common stockB2e Preferred Stock outstanding immediately prior to the Effective Time and the certificates representing such shares (“Certificates”) shall, no par valueafter the Effective Time, represent for all purposes, only the right to receive that portion of the Surviving CorporationMerger Consideration that such share of B2e Preferred Stock would entitle the holder thereof to receive hereunder. Any shares of B2e Capital Stock held in the treasury of B2e shall be canceled. (i) No fractional shares of Verticalnet Common Stock shall be issued in the Merger. All fractional shares of Verticalnet Common Stock that a Stockholder would otherwise be entitled to receive as a result of the Merger shall be aggregated and if a fractional share of Verticalnet Common Stock results from such aggregation, the Stockholder shall be entitled to receive, in lieu thereof, an amount in cash equal to the value thereof as of the Closing Date determined in accordance with Section 1.02. (j) All shares of Verticalnet Common Stock deliverable to any Stockholder under this Section 2.06 shall be subject to the terms of the Registration Rights Agreement and the Stockholder’s agreement to be bound by the terms thereof is a condition to the issuance of such shares.

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 or Preferred Shares shares of Company Common Stock to be cancelled canceled pursuant to Section 3.03(b2.06(c) 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 "Common Stock Merger Consideration") payable payable, without interest interest, to the holder of such Share or Preferred Shareshare of Company 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 interestCompany Common Stock; (b) each Share Each share of Company Preferred Stock issued and each outstanding immediately prior to the Effective Time (other than any shares of Company Preferred Stock to be canceled pursuant to Section 2.06(c) and any Dissenting Shares) shall be canceled and shall be converted automatically into the right to receive an amount in cash equal to the product of the Common Stock Merger Consideration multiplied by the number of shares of Company Common Stock into which such share of Company Preferred Stock shall be convertible immediately prior to the Effective Time (the "Preferred Stock Merger Consideration"), payable, without interest, to the holder of such share of Company Preferred Stock, upon surrender, in the manner provided in Section 2.09, of the certificate that formerly evidenced such share of Company 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 and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $.01 per share, of the Surviving Corporation.

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 share of Common Stock, par value $.01 per share, of the Company (the "Common Stock") and each share of common stockNonvoting Common Stock, no par value $.01 per share, of the Company (the "Company Nonvoting Common Stock"; all issued and outstanding " and, together with the shares of the Company Common Stock being collectively referred to as Stock, the "Shares"), and the Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of ) held by the Company Preferred Stock being collectively referred to as the "Preferred Shares"), of the Company issued and outstanding treasury stock or otherwise owned by Parent immediately prior to the Effective Time, other than Time (including any Shares or Preferred Shares acquired by Parent immediately prior to be cancelled the Effective Time pursuant to Section 3.03(bthe Equity Rollover Commitment or other agreements with holders of Shares (including Restricted Shares)) 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. Each Share owned by any wholly-owned Subsidiary of Parent or any wholly-owned Subsidiary of the Company shall remain outstanding after the Effective Time. (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 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 Restricted Shares) issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled or to remain outstanding pursuant to Section 3.1(a) and Dissenting Shares), automatically shall be canceled and converted into the right to receive $51.00 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 or that remain outstanding pursuant to Section 3.1(a) and Dissenting Shares, sometimes are referred to herein as the "Merger Shares." (d) 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. (e) 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 (other than the conversion of any shares of Nonvoting Common Stock to shares of Common Stock), 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 shall be correspondingly adjusted. (f) For the avoidance of doubt, the parties acknowledge and agree that the contribution of Shares (including Restricted Shares) to Parent pursuant to the Equity Rollover Commitment or other 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 the Effective Time, by virtue of the Merger and without any action on the part of Merger Subeither Purchaser, 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(b3.06(b), any Shares to remain outstanding pursuant to Section 3.06(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 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 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) (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 the Purchasers 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 Each (A) share of common stock, par value $0.01 per share, stock of Merger Sub issued and the F Purchaser outstanding immediately prior to the Effective Time shall be converted into and exchanged for one a number of validly issued, fully paid and I-10 11 nonassessable shares of Common Stock, par value $.001 per share, of the Surviving Corporation equal to the quotient obtained by dividing the number of F Shares by the number of outstanding shares of common stock of the F Purchaser and (B) limited or general partnership interest of B Purchaser shall be converted and exchanged for a number of validly issued, fully paid and nonassessable share shares of common stock, no par valuevalue $.001 per share, of the Surviving CorporationCorporation equal to the quotient obtained by dividing the number of B Shares by the number of partnership interests; and (c) The 6,064,155 of the Shares held by and registered in the name of the Shareholder at the Effective Time, 3,837,890 of the Shares held by and registered in the names of Stin▇▇▇ ▇▇▇ital Partners, L.P., BK Capital Partners IV, L.P., the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇sion Trust for Southern California, United Brotherhood of Carpenters and Joiners of America Local Unions and Councils Pension Fund, Insurance Company Supported Organizations Pension Plan, Rich▇▇▇ ▇. ▇▇▇▇ & ▇ssociates, L.P., Rich▇▇▇ ▇. ▇▇▇▇ & ▇ssociates, Inc., Rich▇▇▇ ▇. ▇▇▇▇, ▇▇ism Partners I, L.P., Wein▇▇▇▇▇ ▇▇▇ital Management, Fremont Partners L.P., FP Advisors, L.L.C., Fremont Group, L.L.C., and Fremont Investors Inc. and the aggregate number of Shares owned by senior management pursuant to Stock Retention Agreements, shall not be cancelled as provided above, but shall remain outstanding.

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, Time (other than any Shares or Preferred Shares shares to be cancelled canceled pursuant to Section 3.03(b) and other than 2.6(c), shares described in Section 2.6(e), or any Dissenting Shares, shall be cancelled and Shares (as defined in Section 2.8(a))) shall be converted automatically into the right to receive an amount equal to $2.00 59.00 in cash or any higher price that may be paid pursuant to the Offer (the "Common Stock Merger Consideration") payable to the holder thereof, without interest, upon surrender of the certificate formerly representing such share in the manner provided in Section 2.9, less any required withholding taxes; (b) each share of Series A Stock issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(c), or any Dissenting Shares) shall be converted into the right to receive $77.29 in cash or any higher price that may be paid pursuant to the Offer (the "Series A Stock Merger Consideration", and together with the Common Stock Merger Consideration, the "Merger Consideration") payable without interest to the holder of such Share or Preferred Sharethereof, without interest, upon surrender, surrender of the certificate formerly representing such share in the manner provided in Section 3.04 hereof2.9, 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 interestrequired 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 (cd) 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 become one validly issued, fully paid and nonassessable share of common stock, no par value, stock of the Surviving Corporation; and (e) each share of Company Common Stock held by the subsidiaries of the Company shall not be canceled pursuant to Section 2.6(c) and shall remain issued.

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 holder of any Common Shares or securities of the following securitiesParent or Merger Sub: (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 before the Effective Time, Time (other than any Shares or Preferred Common 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 5.00 in cash (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Common Share, without interest (the amount to be received in respect of each Common Share being the “Per Share Merger Consideration” and the aggregate amount to be received in respect of all of the Company Shares being the “Merger Consideration”), upon surrender, (i) surrender of the certificate formerly representing such Common Share (a “Certificate”) in the manner provided in Section 3.04 hereof, 2.2 or (ii) in the case of an uncertificated Common Share which immediately prior to the Effective Time was registered to a holder on the share transfer books of the Certificate that formerly evidenced Company (an “Uncertificated Share”), transfer of such Uncertificated Share or Preferred Sharein the manner provided in Section 2.2. All such Shares and Preferred Shares Common Shares, when so converted shall converted, will no longer be outstanding and shall will be automatically cancelled, retired and cease to exist. Each holder of a Certificate or Uncertificated Share will cease to have any rights with respect to such Common Shares, except the right to receive the Per Share Merger Consideration for such Common Shares upon the surrender of such Certificate or Uncertificated Shares in accordance with Section 2.2, without interest. (b) Each Common Share that is owned, directly or indirectly, by Parent or any direct or indirect wholly-owned Subsidiary of Parent immediately prior to the Effective Time or held by the Company or any direct or indirect wholly-owned Subsidiary of the Company immediately prior to the Effective Time (in each case, other than any Common Shares held on behalf of third parties) shall, by virtue of the Merger and without any action on the part of the holder thereof, 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 no consideration shall be cancelled delivered in exchange for such cancellation and retired and shall cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto; andretirement. (c) each share of Each common stockshare, without par value $0.01 per sharevalue, 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 stockshare, 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 Merger SubAcquisition, the Company or the holders of any of the following securities, will be converted in the manner set forth below: (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 which is issued and outstanding immediately prior to the Effective Time, Time (other than treasury shares or shares held, after the Share Purchase, by Metz▇▇▇) ▇▇all be canceled and extinguished and converted into and become a right to receive a number of shares of Metz▇▇▇ ▇▇▇mon determined by dividing 2,350,000 by 2,098 (such quotient being referred to herein as the "EXCHANGE RATIO"); provided that, if as the result of the conversion of any Shares or Preferred Shares to Shareholder's Company Common upon consummation of the Merger, a fractional interest in a share of Metz▇▇▇ ▇▇▇mon would be cancelled pursuant to deliverable under this Section 3.03(b) and other than any Dissenting Shares2.6(a), in lieu of a fractional share being delivered therefor, such fractional interest shall be cancelled and shall automatically be converted automatically into the right to receive an amount equal to $2.00 in cash (the "Merger Consideration"without interest) payable without interest equal to the holder product of the last sale price of Metz▇▇▇ ▇▇▇mon as reported by the Nasdaq National Market on the Determination Date, multiplied by the amount of such Share fractional interest. No such holder will be entitled to dividends, voting rights or Preferred Share, upon surrender, any other rights as a shareholder 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 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;fractional share. (b) each Share Each share of Company Common which is issued, outstanding 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 Metz▇▇▇ ▇▇▇ediately 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; andcanceled. (c) each Each share of common stockCommon Stock, par value $0.01 .01 per share, of Merger Sub Acquisition 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 stockClass A Voting 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 Sub, the Company or the holders of any of the following securities: (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(b2.1(b) and other than any Dissenting Shares, Shares (as defined in Section 2.3(a)) shall be cancelled canceled, extinguished and shall be converted automatically into the right to receive an amount per share in cash equal to $2.00 in cash the Per Share Price (the "Merger Consideration") payable without interest to the holder thereof, without interest, upon surrender of the certificate that prior to the Merger represented such Share or Preferred Share, upon surrender, 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 interest;required withholding taxes. (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 Parent, Holding Sub or any other direct or indirect wholly owned subsidiary of Parent or of the Company (including the Shares held in the Voting Trust), in each case immediately prior to the Effective Time Time, 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. (ci) each share The shares 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 equal to a number of identical validly issued, fully paid and nonassessable shares of common stock of the Surviving Corporation as is equal to the number of Shares immediately prior to the Effective Time, and (ii) each share of preferred or other capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, no par value, identical preferred or other capital stock of the Surviving CorporationCorporation and, in the case of each of (i) and (ii), if the Effective Time precedes the Control Date, each such share shall be deposited in the Voting Trust. (d) Effective Time shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto.

Conversion of Securities. At (a) Each share of Celestial's Common Stock issued and outstanding immediately prior to the Effective Time (excluding those held by persons who perfect their dissenters' rights pursuant to the Nevada GCL, which shall cease to exist and be cancelled), and each warrant or option to purchase shares of Common Stock of Celestial issued and outstanding immediately prior to the Effective Time, shall, 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 Sharethereof, 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;remain unchanged. (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 Celestial's Preferred Stock issued and outstanding immediately prior to the Effective Time (excluding those held by persons who perfect their dissenters' rights pursuant to the Nevada GCL, which shall cease to exist and be cancelled), 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 become one-fifteenth of a share of common stock, no par value, Common Stock of the Surviving Corporation. (c) Each issued share of Celestial's Common Stock or Preferred Stock held in the treasury of Celestial immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Celestial, be retired and shall resume the status of authorized and unissued shares of Celestial's Common Stock or Preferred Stock, as the case may be. (d) Each Common Share of PDI issued and outstanding immediately prior to the Effective Time (excluding those held by persons who perfect their dissenters' rights pursuant to the PaBCL, which shall cease to exist and be cancelled) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one share of Common Stock of the Surviving Corporation. (e) Each Series A Preferred Share of PDI issued and outstanding immediately prior to the Effective Time (excluding those held by persons who perfect their dissenters' rights pursuant to the PaBCL, which shall cease to exist and be cancelled) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become one share of Series A Preferred Stock of the Surviving Corporation, which Series A Preferred Stock of the Surviving Corporation shall have the same rights, privileges and preferences, and shall be subject to the same limitations, as those of the Series A Preferred Shares of PDI issued and outstanding immediately prior to the Merger. (f) Each option to purchase Common Shares of PDI outstanding immediately prior to the Effective Time of the Merger granted under PDI's Stock Option Plan (the "PDI Stock Option Plan"), or outside of such Plan, and each warrant to purchase Common Shares of PDI outstanding immediately prior to the Effective Time of the Merger, shall be assumed by the Surviving Corporation and shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become an option or warrant, as the case may be, to purchase shares of the Surviving Corporation's Common Stock, as follows: (i) the exercise price per share of the option or warrant (rounded upward to the nearest full cent) shall be the quotient determined by dividing the exercise price per share of the option or warrant in effect immediately prior to the Effective Time of the Merger by 1; (ii) the number of shares of Surviving Corporation Common Stock subject to the option or warrant (with any fractional share of Surviving Corporation Common Stock being disregarded) shall be the product determined by multiplying the number of Common Shares of PDI subject to the option or warrant immediately prior to the Effective Time of the Merger by 1; and (iii) the option or warrant shall otherwise have the same terms and conditions as provided therein and, in the case of options granted under the PDI Stock Option Plan, in the Stock Option Plan prior to the

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, 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 valuevalue $0.01 per share, of the Surviving Corporation; (b) Each share of capital stock of the Company (collectively, the “Shares”) held in the treasury of the Company and each Share owned by Parent or Merger Sub or any direct or indirect wholly-owned subsidiary of Parent immediately prior to the Effective Time automatically shall be canceled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; (c) Each share of Common Stock, par value $0.01 per share, of the Company (the “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 the Common Stock Per Share Merger Consideration (as defined below), 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; (d) Each share of Series C Convertible Preferred Stock, par value $0.01 per share, of the Company (the “Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.1(b) and any Dissenting Shares) shall be converted into the right to receive an amount in cash (the “Series C Preferred Stock Per Share Merger Consideration” applicable to such Share) equal to that portion of the Total Series C Preferred Stock Proceeds (as defined below) allocable thereto, as determined in accordance with written instructions delivered at or prior to the Closing to the Company by or on behalf of the holders of all of the issued and outstanding shares of Series C Preferred Stock, 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 (e) Each share of Series M Preferred Stock, par value $0.01 per share, of the Company (the “Series M Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series M Preferred Stock to be canceled pursuant to Section 2.1(b) and any Dissenting Shares) shall be converted into the right to receive an amount in cash (the “Series M Preferred Stock Per Share Merger Consideration ” applicable to such Share) equal to the amount to which the holder thereof would be entitled pursuant to Sections 3 and 4 of the Certificate of Designations, Preferences and Rights of the Series M Preferred Stock, as in effect immediately prior to the Effective Time, 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. (f) For purposes of this Agreement, the following terms shall have the meanings assigned below:

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")$0.01 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 Each Share 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 Each issued and outstanding Share (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 $50.00 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 of common stockin the manner provided in Section 2.8, par value $0.01 per share, of Merger Sub less any required withholding taxes. (iv) Each Warrant issued and outstanding immediately prior to the Effective Time (other than Warrants held in the treasury of the Company, which shall be converted into cancelled) shall remain outstanding following, and exchanged for one validly issuedbe unaffected by, fully paid the Merger, except that, to the extent provided in Section 10.5 of the Warrant Agreement, from and nonassessable after the Effective Time each holder of Warrants shall have the right to obtain upon the exercise of each Warrant, in lieu of each share of common stockCompany Common Stock theretofore issuable upon exercise of such Warrant, no par valuethe Merger Consideration without interest thereon, of net to the Surviving Corporationholder in cash.

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 to be cancelled pursuant to shares of Company Common Stock (“Shares”) 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 7.10 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 of such Certificate this Agreement and the Effective Time, there is any change in accordance the number of outstanding Shares as a result of a reclassification, recapitalization, stock split, stock dividend, subdivision, combination or exchange of shares with Section 3.04 hereofrespect to, or rights issued in respect of, Shares, the Merger Consideration shall 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 the Company and each Share and each Preferred Share owned directly or indirectly by Parent Parent, Merger Sub, or any direct or indirect wholly 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 canceled 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 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; and (d) Such Shares with respect to which appraisal shall have been properly demanded in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration at or after the Effective Time unless and until the holder of such Shares withdraws such holder’s demand for appraisal (in accordance with Section 262(k) of the DGCL) or otherwise becomes ineligible for such appraisal, but rather, the holder of the Dissenting Shares shall be entitled only to payment of the fair value of such Dissenting Shares in accordance with Section 262 of the DGCL. If a holder of Dissenting Shares shall withdraw (in accordance with Section 262(k) of the DGCL) the demand for such appraisal or otherwise shall become ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, each of such holder’s Dissenting Shares shall cease to be a Dissenting Share and shall be converted into and represent the right to receive the Merger Consideration. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except such rights provided in the preceding two sentences. The Company shall give Parent prompt written notice of any demands received by the Company for appraisal of Shares and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not make any payments with respect to, or compromise or settle any demand for, appraisal without the prior written consent of Parent.

Conversion of Securities. (a) At the First Effective Time, by virtue of the First Merger and without any action on the part of Merger Subany holder of Capital Stock, the Company or the holders of any of the following securities: (a) each share of common stockthe Company’s (v) Class A Common Stock, no par value $0.001 per share (the "Company “Class A Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "Shares"”), and the (w) Class B Common Stock, par value $0.001 per share (“Class B Common Stock”), (x) Series A convertible preferred stock (the "Company Preferred Stock"; all issued and outstanding shares of the Company , par value $0.001 per share (“Series A Preferred Stock being collectively referred to as the "Preferred Shares"Stock”), of on an as-converted basis, (y) Series B Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”), on an as-converted basis and (z) Series C Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”, and together with the Company Class A Common Stock, Class B Common Stock, Series A Preferred Stock, the “Capital Stock”), on an as converted basis, that is issued and outstanding immediately prior to the First Effective Time, Time (other than any Shares or Preferred Shares to be cancelled pursuant to Section 3.03(bshares of Capital Stock, if any, (i) 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 Company, which treasury shares shall be canceled as part of the Company immediately prior First Merger and shall not constitute “Capital Stock” hereunder and (ii) shares that are held by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Sections 92A.300 through 92A.500 of the Effective Time NRS (each such share of Capital Stock referred to in clauses (i) and (ii) above, an “Excluded Share” and, collectively, “Excluded Shares”)) shall be cancelled canceled and retired converted into and shall cease become the right to exist receive the applicable portion of the Merger Consideration as determined pursuant to Section 3.1(e). (b) At the First Effective Time, by virtue of the First Merger and without any conversion thereof and no payment action on the part of Acquiror or distribution shall be made with respect thereto; and (c) Merger Sub, 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 one validly issued, fully paid and nonassessable share of common stock, no par valuevalue $0.001 per share, of the First-Step Surviving Corporation. (c) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Acquiror or the First-Step Surviving Corporation, each share of common stock, par value $0.001 per share, of the First-Step Surviving Corporation shall be cancelled.

Conversion of Securities. At (i) Subject to the provisions of this Section 2.2, each share of Company Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares and shares of Company Stock described in Section 2.2(b)), shall be cancelled, extinguished and converted as follows: (A) each share of Company Series 1 Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into (x) the right to receive cash in the amount of the Initial Per Share Series 1 Preferred Consideration, (y) subject to Sections 2.7 and 14 hereof, the right to receive an additional amount of cash up to the Escrow Per Share Series 1 Preferred Consideration (each as set forth in the Securityholder Schedule), without interest, at the times payable as provided in Sections 2.7 and 2.8, and (z) the right to receive a portion of the Total Merger Earn-Out Consideration, if and when payable pursuant to, and in accordance with, Section 2.6, in each case, upon surrender of the certificate representing such share (or as otherwise provided in Section 2.8 hereof) in accordance with the terms hereof and in the manner provided herein; (B) each share of Company Series 2 Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into (x) the right to receive cash in the amount of the Initial Per Share Series 2 Preferred Consideration, (y) subject to Sections 2.7 and 14 hereof, the right to receive an additional amount of cash up to the Escrow Per Share Series 2 Preferred Consideration (each as set forth in the Securityholder Schedule), without interest, at the times payable as provided in Sections 2.7 and 2.8, and (z) the right to receive a portion of the Total Merger Earn-Out Consideration, if and when payable pursuant to, and in accordance with, Section 2.6, in each case, upon surrender of the certificate representing such share (or as otherwise provided in Section 2.8 hereof) in accordance with the terms hereof and in the manner provided herein; and (C) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into (x) the right to receive cash in the amount of the Initial Per Share Common Consideration, (y) subject to Sections 2.7 and 14 hereof, the right to receive an additional amount of cash up to the Escrow Per Share Common Consideration (each as set forth in the Securityholder Schedule), without interest, at the times payable as provided in Sections 2.7 and 2.8, and (z) the right to receive a portion of the Total Merger Earn-Out Consideration, if and when payable pursuant to, and in accordance with, Section 2.6, in each case, upon surrender of the certificate representing such share (or as otherwise provided in Section 2.8 hereof) in accordance with the terms hereof and in the manner provided herein. (ii) From and after the Effective Time, by virtue of the Merger and without any action on the part of Merger SubMerger, the Company or the holders of any of the following securities: (a) each such 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 converted pursuant to Section 3.03(b2.2(a)(i) 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 be automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate certificate formerly representing any each such Shares or Preferred Shares share shall cease to have any rights with respect thereto, except the right to receive (subject to the terms of this Agreement) the portion of the Total Merger Consideration therefor payable with respect to such Company Stock, without interest, upon the surrender of such Certificate certificate in accordance with the terms hereof and in the manner provided herein, or, if such share of Company Stock is eligible under the DGCL to exercise appraisal or dissenters’ rights and is held by a holder who has not voted in favor of this Agreement and the Merger or consented thereto in writing and who has exercised and perfected appraisal or dissenters’ rights for such shares in accordance with Section 3.04 hereof, without interest; (b) each Share and each Preferred Share held in the treasury 262 of the Company DGCL and each Share and each Preferred Share owned by Parent has not effectively withdrawn or any direct lost such appraisal or indirect wholly owned subsidiary of Parent or dissenters’ rights (collectively, the “Dissenting Shares”), the right, if any, to receive payment from the Surviving Corporation of the Company immediately prior to “fair value” or “fair market value” of such Dissenting Share as determined in accordance with 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, applicable provisions of the Surviving CorporationDGCL.

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. 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 S and S, Kona Gold, Merger Sub, the Company or the holders of any of the following securitiesS and S Shares: (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 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 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 paid, and nonassessable non-assessable share of common stock, no par value, stock of the Surviving Corporation. (b) Each of the shares of capital stock of S and S held by S and S in any form or otherwise owned by Kona Gold or Merger Sub immediately prior to the Effective Time, if any, shall be canceled and retired and shall cease to exist, and no payment or distribution shall be made or delivered with respect thereto. (c) Each of the S and S Shares that is issued and outstanding immediately prior to the Effective Time to the S and S Shareholders (other than any S and S Shares to be canceled pursuant to Section 1.2(b)), upon surrender of the certificates representing such S and S Shares in the manner provided in Section 1.3, will be automatically converted into the right to receive (i) such number of shares of Merger Securities as is equal to the S and S Per-Share Closing Consideration and (ii) the payments described below in Section 1.2(e). (d) The number of shares of S and S Shareholders Per-Share Closing Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Merger Securities or S and S Shares), reorganization, recapitalization, reclassification or other like change with respect to Merger Securities occurring on or after the date of this Agreement and prior to the Effective Time. (e) The aggregate of the S and S Shares that are issued and outstanding immediately prior to the Effective Time to the S and S Shareholders, upon surrender of the certificates representing such S and S Shares in the manner provided in Section 1.3, will be automatically converted into the right to receive, in addition to the Merger Securities discussed in Section 1.2(c), above, the “Merger Payments,” the tender of which will commence on the tenth (10th) day of the month following the month in which the final Transaction Debt Payment was tendered. The aggregate of the Merger Payments is set forth on Annex A to this Agreement. Once commenced, the Merger Payments shall be paid in monthly installments (collectively, the “Monthly Merger Payments”), in arrears on the tenth (10th) calendar day of each month, at a rate equivalent to $2.00 per case of ▇▇▇▇▇ Superior Lemonade sold by Kona Gold until the aggregate of the Monthly Merger Payments has been paid in full. Merger Payments shall be made (i) in accordance with the allocations set forth in Annex A and (ii) in same day funds to banking addresses to be provided by the S and S Shareholders to Kona Gold from time to time. Each of the S and S Shareholders, as a stockholder of Kona Gold post-Effective Time, shall have the right, upon reasonable request to Kona Gold, to review and audit, and Kona Gold shall make available to the S and S Shareholders, solely those books and records of Kona Gold that relate to Kona Gold’s post-Closing obligation to pay for cases of ▇▇▇▇▇ Superior Lemonade that were owned by S and S as of the Effective Time and that Kona Gold thereafter sold.

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 "Each 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 Company Shares to be cancelled canceled pursuant to Section 3.03(bSECTION 2.1(B) and other than any Dissenting Shares) will be converted, shall be cancelled and shall be converted automatically subject to SECTION 2.2, into the right to receive an amount equal to $2.00 3.35 in cash (the "Merger ConsiderationMERGER CONSIDERATION") payable ), without any interest thereon; at the Effective Time, each Company Share issued and outstanding immediately prior to the holder of such Share or Preferred Share, upon surrender, Effective Time converted 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 accordance with this SECTION 2.1(A) will no longer be outstanding and shall will automatically be cancelled canceled and retired and shall cease to exist, and each holder of a Certificate representing any evidencing such Company Shares or Preferred Shares shall cease to have any rights with respect thereto, except will evidence only the right to receive upon surrender cash in an amount equal to the product of (i) the number of Company Shares represented by such Certificate and (ii) the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereofConsideration, without interestany interest thereon; (b) each Each Company Share and each Preferred Share or Warrant or other right to purchase Company Shares held in the treasury of the Company and each Share and each Preferred Share or owned, directly or indirectly, by any of the Company's wholly owned Subsidiaries or by Parent or any direct or indirect wholly owned subsidiary Merger Sub (which for purposes of this Section 2.1 will be deemed to include all Company Shares that Parent or of and Merger Sub have the Company right to acquire pursuant to the Purchase Agreement), in each case immediately prior to the Effective Time shall Time, will be cancelled canceled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall will be made with respect thereto; and; (c) each share All of common stock, par value $0.01 per share, the membership interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and exchanged for one an aggregate of 100 validly issued, fully paid and nonassessable share shares of common stock, no par valuevalue $0.001 per share, of the Surviving Corporation, which shares shall constitute all of the issued capital stock of the Surviving Corporation immediately after the Effective Time; and (d) If between the date of this Agreement and the Effective Time, there is a reclassification, recapitalization, stock split, split-up, stock dividend, combination or exchange of shares with respect to, or rights issued in respect of, Company Shares, the Merger Consideration will be adjusted accordingly, without duplication, to reflect such reclassification, recapitalization, stock split, split-up, stock dividend, combination or exchange of shares in order to provide to the holders of Company Shares the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubTAGTCR, the Company or the holders of any of the following securitiesshares thereof: (a) Subject to the other provisions of this Section 2.2, 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 Time (excluding shares owned by the Company or any of its Subsidiaries (as defined below) or by TAGTCR and Recapitalization Shares or Preferred Shares to be cancelled pursuant to Section 3.03(b(as defined below) and other than any Dissenting Shares, shall be cancelled and Shares (as defined in Section 2.6)) shall be converted automatically into the right to receive an amount equal $15.00 per share, net to $2.00 the seller in cash cash, payable to the holder thereof, without any interest thereon (the "Merger Consideration") payable without interest to the holder of such Share or Preferred Share), upon surrendersurrender and exchange of the Certificate (as defined in Section 2.3(b)) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, in the manner when converted as provided in Section 3.04 hereof2.2(a) (the "Shares"), of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares and Preferred Shares when so converted shall no longer shall be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any previously evidencing such Shares or Preferred shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect theretoto the Company Common Stock except as otherwise provided herein or by law and, except upon the surrender of Certificates in accordance with the provisions of Section 2.3, shall only represent the right to receive for their Shares, the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereofConsideration, 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; andinterest thereon. (c) each Each share of common stockCompany Common Stock identified on Schedule 2.2(c) (a "2.2(c) Recapitalization Share"), as revised from time to time at least one (1) business day prior to the mailing of the Proxy Statement by TAGTCR, shall be converted into 1.243056 fully paid and nonassessable shares of Common Stock, par value $0.01 per share, of Merger Sub issued the Surviving Corporation and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, 0.0142542 fully paid and nonassessable shares of Convertible Participating Preferred Stock. (d) Each share of common stock, no par value, of the Surviving Corporation.Company Common Stock identified on Schedule 2.2(d) (a "2.2

Conversion of Securities. At 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: (a) each share of common stock, no par value (the "Company Common Stock"; all Each 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 (1) validly issued, fully paid and nonassessable share of common stock, no par value, stock of the Surviving Corporation. (b) Each issued and outstanding share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") that is held in the treasury of the Company or by any Subsidiary (as defined in Section 3.1) of the Company, and any shares of Company Common Stock owned by Parent or by any Subsidiary of Parent, shall be cancelled and no payment, capital stock of Parent or other consideration shall be delivered in exchange therefor. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 1.5(b), and any Dissenting Shares (as hereinafter defined)) shall be converted into the right to receive a pro rata portion (the "Common Exchange Amount") of 15,000,000 shares, less the Liquidation Shares (the "Common Merger Shares") of the Parent's common stock, par value $0.001 per share (the "Parent Common Stock"). Each share of Series A Convertible Preferred Stock, par value $0.01 per share (the "Company Series A Preferred Stock") and each share of Series B Convertible Preferred Stock, par value $0.01 per share (the "Company Series B Preferred Stock," together with the Company Series A Preferred Stock, the "Company Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than shares to be cancelled in accordance with Section 1.5(b) and any Dissenting Shares) shall be converted into the right to receive the applicable Liquidation Amount (as defined in the applicable Certificate of Designations for such series of Company Preferred Stock) of Parent Common Stock (the "Preferred Merger Shares" and together with the Common Merger Shares, the "Merger Shares"). The Merger Shares will be unregistered under the Securities Act, will constitute restricted securities within the meaning of the Securities Act and will contain restrictive legends reciting prohibitions on the transfer of such shares to the extent required by the Securities Act and applicable state

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 holder of any shares of the following securities: (a) each share of common stockClass A Common Stock, no par value $0.001 per share ("Class A Common Stock"), or Class B Common Stock, par value $0.001 per share ("Class B Common Stock," and together with the Class A Common Stock, 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 or any shares of capital stock of Merger Sub: (a) Each issued and outstanding immediately prior share of capital stock of Merger Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock, and any shares of Company Common Stock owned by Parent or Merger Sub or any other Subsidiary of Parent shall be automatically cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. Each share of Company Common Stock owned by any wholly owned Subsidiary of the Effective Time, Company shall remain outstanding. (c) Each issued and outstanding share of Company Common Stock (other than any Shares or Preferred Shares shares of Company Common Stock to be cancelled pursuant to in accordance with Section 3.03(b2.7(b) and other than Dissenting Shares (as defined below) and any Dissenting Shares, shares of Company Common Stock owned by any wholly owned Subsidiary of the Company) shall be cancelled and shall thereupon be converted automatically into and shall thereafter represent the right to receive an amount in cash equal to $2.00 in cash 13.35, 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, ). As of the Certificate that formerly evidenced Effective Time, all such Share or Preferred Share. All such Shares and Preferred Shares when so converted shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of (i) a Certificate representing certificate, which immediately prior to the Effective Time represented any such Shares or Preferred Shares shares of Company Common Stock (each, a "Certificate") and (ii) shares of Company Common Stock held in book-entry form ("Book-Entry Shares"), shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon the surrender of such Certificate or Book-Entry Shares, as the case may be, in accordance with Section 3.04 hereof2.8(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; 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 SubHoldingCo, MergerCo, the Company 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 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 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 held in treasury, which shall be automatically cancelled and retired without the payment of any consideration therefor) shall be converted into one (1) duly issued, fully paid and non-assessable share of HoldingCo Class A Common Stock, and each share of Company Class B Common Stock issued and outstanding immediately prior to be cancelled pursuant to Section 3.03(b) and the Effective Time (other than any Dissenting Sharesshares held in treasury, which shall be automatically cancelled and retired without the payment of any consideration therefor) shall be converted automatically into one (1) duly issued, fully paid and non-assessable share of HoldingCo Class B Common Stock. The HoldingCo Class A Common Stock and the right HoldingCo Class B Common Stock into which the Company Class A Common Stock and Company Class B Common Stock shall be converted in accordance with this subsection (a) are referred to receive an amount equal to $2.00 in cash (herein as the "“Merger Consideration".” (b) payable without interest The MergerCo common stock held by HoldingCo will automatically be converted into, and thereafter represent, 100% of the common stock of the Surviving Company. (c) Each share of HoldingCo Class A Common Stock and HoldingCo Class B Common Stock, if any, owned by the Company 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 Shares and Preferred Shares when so converted shall no longer be outstanding and Merger shall automatically be cancelled and retired and shall cease to exist. (d) From and after the Effective Time, holders of certificates formerly evidencing Company Class A Common Stock and each holder of a Certificate representing any such Shares or Preferred Shares Company Class B Common Stock shall cease to have any rights with respect theretoas shareholders of the Company, except as provided by law; provided, however, that such holders shall have the right to receive the Merger Consideration therefor upon the surrender of such Certificate rights set forth in Section 1.9 herein. (e) 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 CBCA, no appraisal rights shall be cancelled and retired and shall cease available to exist without any conversion thereof and no payment or distribution shall be made holders of Company Common Stock in connection 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.

Conversion of Securities. At the Effective Time, by virtue as a result of the Merger and without any action on the part of the Company, Parent, Merger Sub, the Company Subsidiary or the holders of any other shareholders of the following securitiesCompany: (a) Except as otherwise provided in Section 2.02(b), Section 2.02(c) and Section 2.04, each share of common stockordinary share, 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")US$0.001 per share, of the Company (each, a “Share” and collectively, the “Shares”), including Shares represented by American Depositary Shares (the “ADSs”), with every two ADSs representing three Shares, issued and outstanding immediately prior to the Effective Time shall be cancelled and cease to exist in exchange for the right to receive US$5.04 in cash, without interest (the “Per Share Merger Consideration”). As each two ADSs represent three Shares, each ADS issued and outstanding immediately prior to the Effective Time, other than any Shares or Preferred Shares to be cancelled pursuant to as otherwise provided in Section 3.03(b) and other than any Dissenting Shares2.04, shall be cancelled and shall be converted automatically into represent the right to receive an amount equal to $2.00 US$7.56 in cash without interest (the "“Per ADS Merger Consideration"”) payable without interest pursuant to the holder of such Share or Preferred Share, upon surrender, terms and conditions set forth herein and in the manner provided in Section 3.04 hereof, Deposit Agreement. 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 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 thereafter represent only the right to receive the Per Share Merger Consideration therefor upon the surrender of such Certificate to be paid in accordance with Section 3.04 hereof2.03, without interest;. (b) each Share Each Company RS 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 in accordance with Section 2.05(a) and thereafter represent only the right to receive the applicable payments set forth in Section 2.05(a). (c) Each issued and outstanding Share (i) held by the Company as a treasury share (each, a “Treasury Share”), or (ii) held by the Depositary and reserved for issuance upon exercise of Share Options or vesting of Company RSs under the Company Incentive Plan, in each case, immediately prior to the Effective Time shall be cancelled and cease to exist, and no payment or distribution shall be made with respect thereto; and. (cd) each share of common stockEach ordinary share, par value $0.01 US$0.001 per share, of Merger Sub Subsidiary 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 stocknon-assessable ordinary share, no par valuevalue US$0.001 per share, of the Surviving CorporationCompany. Such conversion shall be effected by means of the cancellation of such ordinary shares of Merger Subsidiary, in exchange for the right to receive one ordinary share in the Surviving Company. Such ordinary shares in the Surviving Company shall constitute the only issued and outstanding share capital of the Surviving Company, which will be reflected in the register of members of the Surviving Company.

Conversion of Securities. At (a) Subject to Sections 2.2(c), 2.4, 2.5 and 7.2 hereof, at the Effective Time, by virtue of the Merger and without any further action on the part of Merger Parent, 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 shareholder of the Company Common Stock being collectively referred to (except as the "Shares"), and the Series A convertible preferred stock provided in clause (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 i) below): (i) each Share 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 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 other than Shares held by Unaccredited Shareholders to be exchanged solely for cash pursuant to Section 2.2(b)) shall be converted into the right to receive, subject to the execution and delivery by the holder of such Share to Parent of an Accredited Shareholder Agreement and Letter of Transmittal prior to the Effective Time, (A) an amount of cash, without interest, equal to the Per Share Accredited Shareholder Cash Amount, plus (B) a number of shares of Parent Stock equal to the Per Share Stock Amount divided by the Parent Designated Stock Price; (i) each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or held in the treasury 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, 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. (b) Subject to Sections 2.4, 2.5 and 7.2 hereof, each Unaccredited Shareholder shall be deemed to have elected to receive an amount of cash (adjusted to the nearest whole cent), without interest, equal to the Per Share Value (the “Per Share Unaccredited Shareholder Consideration”) in lieu of the Per Share Accredited Shareholder Cash Amount and the Per Share Stock Amount otherwise payable pursuant to Section 2.2(a)(i) above and, in this regard, each share of such Unaccredited Shareholder’s Shares outstanding immediately prior to the Effective Time shall be converted into the right to receive, subject to the execution and delivery by the holder of such Shares to Parent of a letter, in the form attached hereto as Exhibit H (each, an “Unaccredited Shareholder Agreement and Letter of Transmittal), prior to or after the Effective Time, an amount of cash, without interest, equal to the Per Share Unaccredited Shareholder Consideration. The aggregate cash amount payable pursuant to this Section 2.2(b) shall be referred to herein as the “Aggregate Unaccredited Shareholder Cash Consideration”. (c) No fractional shares of Parent Stock shall be issued in connection with the Merger, and no certificates for any such fractional shares shall be issued. In lieu of such fractional shares, any holder of Shares who would otherwise be entitled to receive a fraction of a share of Parent Stock (after aggregating all fractional shares of Parent Stock issuable to such holder) shall, upon surrender of such holder’s Certificates, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the Parent Designated Stock Price.

Conversion of Securities. At As of the Effective Time, by virtue of ------------------------ the Merger and without any action on the part of the holder of any shares of capital stock of Merger Sub, the Company Subsidiary or the holders Company, GMC shall deposit with ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ Guaranty Finance, LLC ("H&QGF"), pursuant to a collateral agreement consistent with this Agreement to be executed by and among H&QGF and the parties to this Agreement prior to the Closing Date (the "Collateral Agreement"), one or more warrants, in substantially the same form as the Form of any Warrant attached hereto as Exhibit A, to purchase 4,500,000 shares of GMC Common Stock, no par value (the following securities"Escrow Warrants," which, together with the Earn Out Payment, if any, provided for in Section 2.02 hereof, shall be referred to as the "Merger Consideration"), and: (a) Each share of the Company's Common Stock ("Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares, as defined in Section 2.04 hereof) shall be converted into one share, or unit (an "Escrow Unit"), of the Escrow Fund (as defined in Section 2.06(a)); provided, however, that each share of Company Common Stock issued and outstanding immediately prior to the Effective Time and owned by GMC, GMI, Merger Subsidiary or the Company or any direct or indirect subsidiary of GMC, GMI, Merger Subsidiary or the Company shall be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (b) Each share of the Company's Series A Convertible Preferred Stock (the "Series A Preferred Stock") issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall be converted into one Escrow Unit; provided, however, that in the event that an Escrow Unit is worth less than $1.65 (as determined pursuant to Section 2.02) as of the earlier of 365 days after the Closing Date or the date of the first disbursement of the Escrow Fund to holders of Escrow Units (the "Calculation Date"), each such share of Series A Preferred Stock shall be deemed to have been allocated additional Escrow Units (or fractions thereof) immediately prior to the Calculation Date in order that each such share shall have been converted into the right to receive Merger Consideration valued at $1.65 (or such lesser amount based upon a pro rata distribution of the remainder of the Escrow Fund (after the distributions set forth in Section 2.06) among all such preferred shares if the Escrow Fund is insufficient to satisfy such payment of $1.65, in which case no Merger Consideration shall be distributed to any holder of Common Stock pursuant to Section 2.01(a) or Section 2.01(c)). (c) Each outstanding warrant to purchase Company Common Stock which is issued and outstanding immediately prior to the Effective Time and which is held by persons other than H&QGF, Greyrock Business Credit ("GBC") and Cruttenden ▇▇▇▇ ("CR")(collectively, the "Non-H&QGF Warrants") will remain outstanding following the Effective Time. The parties hereto agree that in the event that any such warrants are exercised after the Effective Time, the holder of the shares of Common Stock of the Surviving Corporation issued upon such exercise may, at any time prior to the later of the Calculation Date or 30 days after the Earn Out Date, opt to convert such shares into Escrow Units at the rate of one Escrow Unit for each share of Common Stock of the Surviving Corporation so issued. The consideration, if any, paid by the holder of a Non- H&QGF Warrant upon exercise of such a warrant shall be delivered to the Surviving Corporation and recorded on its books as paid-in capital. (d) 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 Subsidiary ("Merger Subsidiary Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one 100,000 validly issued, fully paid and nonassessable share shares of common stock, no par value, Common 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 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(b1.5(b) hereof and other than 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 10.00 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, 1.8 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 Parent or any direct or indirect Subsidiary (as defined in Article VII) of the Parent or the Company, 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 stockCommon Stock, par value $0.01 .01 per share, of Merger Sub the Purchaser 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 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 the MBCL; provided, however, that if, in accordance with the applicable provisions of the MBCL, 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 1.5(a).

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 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), Shares held by CTI PET Systems, Inc. ("CPS") and other than any Dissenting Shares, Shares (as defined below)) 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 hereof2.11, 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 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 (except CPS) 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 (ci) each share of common stock, no 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 per share, of the Surviving CorporationCorporation ("Surviving Corporation Shares") and (ii) each Share held by CPS immediately prior to the Effective Time shall be converted into and exchanged for such number of Surviving Corporation Shares (rounded up to the next whole Surviving Corporation Share) that results in CPS holding the same proportion of outstanding Surviving Corporation Shares at the Effective Time as it held in outstanding Shares immediately prior to the Effective Time.

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 "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, less any required withholding taxes. Notwithstanding the foregoing, if Newco makes written request to the Company, any person who is member 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 Rollover Group may, by written notice 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 delivered prior to the Effective Time and executed by both such person and Newco, elect to exchange all or a portion of the shares of Company Common Stock held by such person into the right to receive, in lieu of the Merger Consideration, such number and type of securities of the Surviving Corporation as are determined by such person and Newco prior to the Effective Time (or may, immediately prior to the Merger, exchange all or a portion of the shares of Company Common Stock held by such person for shares of Company Preferred Stock, which shall be cancelled converted at the Effective Time by virtue of the Merger into such shares of capital stock of the Surviving Corporation as are determined by such person and retired Newco prior to the Effective Time). Any shares of Company Common Stock for which such an election is made (or any shares of Company Preferred Stock for which such person's shares of Company Common Stock are exchanged) are referred to herein as "Retained Shares." Newco and shall cease the electing member of the Rollover Group will provide the Company, prior to exist without any conversion thereof and no payment or distribution shall be made the Effective Time, with respect thereto; andthe number of shares of Company Common Stock which the person elects to treat as Retained Shares. (cb) 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, no par valuevalue $.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) At the Effective Time, 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.

Conversion of Securities. At Subject to Section 1.8(e) regarding fractional shares, at the Effective Time, by virtue of the Merger and without any action on the part of Merger Subthe Acquiror, the Company or the holders of any holder of the following securities: (a) each Each share of common stock, no $0.10 per share par value, of Acquiror ("Acquiror Common Stock," which term shall be deemed to include the rights to purchase shares of Acquiror preferred stock, $.10 par value (under the "Company Common Stock"; all issued and outstanding shares terms of the Company Common Stock being collectively referred to as the "Shares"Shareholders' Rights Agreement, dated January 24, 1995, by and between Acquiror and ▇▇▇▇▇ Fargo Bank), 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 remain outstanding and shall be unchanged after the Merger; and (b) Each share of the common stock, other than any Shares or Preferred Shares no par value, of the Company ("Company Common Stock"), issued and outstanding immediately prior to the Effective Time (all such shares of Company Common Stock issued and outstanding immediately prior to the Effective Time may be referred to herein as the "Shares") shall cease to be cancelled pursuant to Section 3.03(b) and other than any Dissenting Shares, shall be cancelled outstanding and shall be converted automatically into and become the right to receive an amount equal to $2.00 in shares of Acquiror Common Stock and/or cash as elected by the holder thereof by acceptance of Schedule 1.6, the Consideration Election Schedule attached hereto; provided, however, that each share of Company Common Stock held of record by the Liberty State Bank Employee Stock Ownership Plan (the "Merger ConsiderationESOP") payable shall cease to be outstanding and shall be converted into and become the right to receive cash, at the per Share cash exchange price provided below, 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 Sharefurther election. All such Shares and Preferred Shares when so converted shall no longer be outstanding and shall automatically immediately be cancelled canceled and retired and shall cease to exist, and each holder of a Certificate certificate previously representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except thereafter represent the right to receive the Merger Consideration either a certificate representing shares of Acquiror Common Stock into which such Shares shall have been converted or cashed. Certificates representing Shares to be exchanged for certificates representing whole shares of Acquiror Common Stock shall be exchanged therefor upon the surrender of such Certificate certificates in accordance with the provisions of Section 3.04 1.8 hereof, without interest; . The total value of cash (bincluding Interim Earnings) each Share and each Preferred Share held in Acquiror Common Stock exchanged for 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 Shares shall be cancelled and retired and shall cease referred 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 as 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"Consideration."

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubTransitory, the Company Holdings, Stores, or the holders of any of the following securities: securities of Transitory, Holdings or Stores, Stores will become a wholly-owned subsidiary of Holdings, and the stockholders of Stores will become stockholders of Holdings. To effect the foregoing: (a) each share of common stock, no par value (the "Company Stores 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 Stores then held by Stores as a treasury share or then held by Transitory or Holdings shall be canceled and extinguished without payment of any consideration therefor and without any conversion thereof; (b) each share of Stores Common Stock then issued and outstanding immediately prior to the Effective Time, (other than any Shares or Preferred Shares those referred to be cancelled pursuant in Section 1.6(a)) shall, subject to and in accordance with Section 3.03(b) and other than any Dissenting Shares1.7 hereof, shall be cancelled and shall be converted automatically into and thereafter shall represent the right to receive an amount equal one validly issued, fully paid, and non-assessable share of common stock, no par value, of Holdings ("Holdings Common Stock"); (c) each then outstanding warrant, option or other right to $2.00 in cash purchase or receive one share of Stores Common Stock (collectively, the "Merger ConsiderationStores Warrants") payable without interest shall, subject to the holder of such Share or Preferred Share, upon surrender, and in the manner provided in accordance with Section 3.04 1.7 hereof, of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares be automatically canceled and Preferred Shares when so converted extinguished and thereafter 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 represent the right to receive one validly issued, fully paid and nonassessable warrant, option or other right (as the Merger Consideration therefor upon case may be) representing the surrender of such Certificate in accordance with Section 3.04 hereofright to purchase or receive, without interest; (b) each Share subject to the identical terms and each Preferred Share held in the treasury provisions of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary applicable Shares Warrant, one share of Parent or of Holdings Common Stock (collectively, 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"Holdings Warrants"); and (cd) each share of common stock, no par value $0.01 per sharevalue, of Merger Sub Transitory issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for thereupon and thereafter shall represent one validly issued, fully paid paid, and nonassessable non-assessable share of common stock, no par value, of the Surviving Corporation; and (e) each share of Holdings Common Stock held by Stores immediately prior to the Effective Time shall be canceled and extinguished without payment of any consideration therefor and without any conversion thereof.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger SubHoldco, MergerSub, the Company or the holders holder of any of the following securities: (a) each Each share or fraction 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"), a share of the Company issued and outstanding immediately prior to the Effective TimeTime shall, other than any Shares or Preferred Shares to be cancelled pursuant to upon compliance with the procedures specified in Section 3.03(b) and other than any Dissenting Shares1.9 of this Agreement, shall be cancelled and shall be converted automatically in the Merger into the right to receive an amount a duly issued, fully paid and non-assessable share or equal to $2.00 in cash (fraction of a share of Holdco having the "Merger Consideration") payable without interest to the holder of such Share or Preferred Sharesame preferences, 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 existrights, and each holder limitations as the share or 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 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 share of the Company and each Share and each Preferred Share owned by Parent or any direct or indirect wholly owned subsidiary of Parent or being converted in the Merger. Each right to acquire shares 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 in the Merger into a right to acquire shares of Holdco having the same preferences, rights, and exchanged for one validly issued, fully paid and nonassessable limitations as the right to acquire shares of the Company being converted in the Merger. (b) Each share or fraction of a share of common stock, no par value, MergerSub outstanding immediately prior to the Effective Time shall be converted in the Merger into a share or equal fraction of a share of the Surviving Corporation. (c) Each share of Holdco Common Stock owned by the Company immediately prior to the Merger shall automatically be canceled and retired and shall cease to exist. (d) From and after the Effective Time, holders of certificates formerly evidencing Company Common Stock shall cease to have any rights as stockholders of the Company, except as provided by law; provided, however, that such holders shall have the rights set forth in Section 1.9 herein. (e) Immediately prior to the Effective Time, the Company will contribute to the capital of Holdco, to be converted to Holdco Common Stock and held in the treasury of Holdco, any shares of Company Common Stock then held by the Company in its treasury.

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")$0.20 per share, of the Company (the “Shares” or the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (including each vested share of Company Restricted Stock that is outstanding at the Effective Time), other than any Shares or Preferred Shares to be cancelled pursuant to shares of Company Common Stock described in Section 3.03(b) and other than any Dissenting Shares2.1(b), shall be cancelled and shall be converted automatically into the right to receive an amount equal to ten dollars and ten cents ($2.00 10.10) 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 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 of a Certificate certificate or certificates representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except thereto (other than the right to receive the Merger Consideration therefor upon the surrender of such Certificate to be paid in accordance with Section 3.04 hereof2.3, without interest;). 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, in each case in accordance with Section 5.1, the Merger Consideration shall be equitably adjusted accordingly, without duplication, 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 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; and. Any Shares owned by any wholly-owned subsidiary of the Company 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 capital stock of the Surviving Corporation immediately following the Effective Time as such subsidiary owned in the Company’s capital stock immediately prior to the Effective Time. (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 remain outstanding pursuant to Section 2.1(b), shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Securities. At (a) [Reserved]. (b) Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger Amalgamation and without any further action on the part of Merger Parent, Amalgamation Sub, the Company or the holders of any of the securities of Parent, Amalgamation Sub or the Company, the following securitiesshall occur: (ai) each share of common stockEach Company Share (other than Company Shares held in the Company’s treasury (collectively, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Common Stock being collectively referred to as the "“Excluded Shares"”), Company Restricted Shares and Company Shares held by 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"Founder Group), 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 Time will be cancelled and shall be converted automatically into deemed for all purposes to represent the right to receive an amount equal to $2.00 in cash (the "Merger Consideration") payable without interest to receive, and the holder of such Company Share or Preferred Shareshall be entitled to receive, upon surrender, in a number of fully paid and nonassessable shares of Delaware Parent Class A Common Stock equal to the manner provided in Section 3.04 hereof, of Exchange Ratio. Each Company Share held by the Certificate that formerly evidenced such Share or Preferred Share. All such Shares Founder Group issued and Preferred Shares when so converted shall no longer be outstanding and shall automatically immediately prior to the Effective Time will be cancelled and retired and shall cease automatically deemed for all purposes to existrepresent the right to receive, and the Founder Group shall be entitled to receive, a number of fully paid and nonassessable shares of Class B common stock, par value $0.0001, per share of Parent (after the Domestication) (the “Delaware Parent Class B Common Stock” and, together with Delaware Parent Class A Common Stock, the “Delaware Parent Common Stock”) equal to the Exchange Ratio. The aggregate number of shares of Delaware Parent Common Stock issuable pursuant to this Section 2.6(b)(i), together with any cash to be paid in lieu of any fractional shares of Delaware Parent Common Stock in accordance with Section 2.6(b)(iv), is referred to as the “Amalgamation Consideration.” As of the Effective Time, each holder of a Certificate representing any such Shares or Preferred Shares Company Shareholder shall cease to have any other rights in and to the Company or the Amalgamated Company with respect theretoto any Company Share previously held by such shareholder. (ii) Each Company Restricted Share that is issued, outstanding and subject to restrictions (including vesting) immediately prior to the Effective Time shall automatically, without any action on the part of the holders thereof, be assumed by Parent and converted into a number of Delaware Parent Class A Common Stock equal to the product (rounded to the nearest whole number of shares) of (A) the total number of Company Ordinary Shares subject to such Company Restricted Share immediately prior to the Effective Time multiplied by (B) the Exchange Ratio (each such resulting share, a “Rollover Restricted Share”). Each Rollover Restricted Share shall be subject to the same terms and conditions as were applicable to such corresponding Company Restricted Share immediately prior to the Effective Time (including applicable vesting, expiration and forfeiture conditions), except to the right extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Rollover Restricted Shares. (iii) Each Company Option that is outstanding and unexercised immediately prior to the Effective Time (whether vested or unvested) shall automatically be assumed by Parent and converted into an option to acquire Delaware Parent Class A Common Stock at an adjusted exercise price per share, in each case, as determined under this Section 2.6(b)(iii) (each such resulting option, a “Rollover Option”) and shall be subject to the same terms and conditions as were applicable to such corresponding Company Option immediately prior to the Effective Time (including applicable vesting, expiration and forfeiture conditions), except to the extent such terms or conditions are rendered inoperative by the Transactions or such other immaterial administrative or ministerial changes as the Parties may determine are appropriate to effectuate the administration of the Rollover Options. Accordingly, effective as of the Effective Time: (A) each such Rollover Option shall be exercisable solely for Delaware Parent Class A Common Stock; (B) the number of shares of Delaware Parent Class A Common Stock subject to each Rollover Option shall be determined by multiplying the number of Company Shares subject to the corresponding Company Option by the Exchange Ratio and rounding the resulting number down to the nearest whole number of shares of Delaware Parent Class A Common Stock; and (C) the per share exercise price for the Delaware Parent Class A Common Stock issuable upon exercise of such Rollover Option shall be determined by dividing the per share exercise price for the Company Shares subject to the Company Option, as in effect immediately prior to the Effective Time, by the Exchange Ratio, and rounding the resulting exercise price up to the nearest whole cent; provided, that such conversion shall in all events be done in a manner that complies with the requirements of Section 409A of the Code and the regulations promulgated thereunder regarding the substitution and assumption of stock rights by reason of a corporate transaction. Prior to the Effective Time, the Company shall use commercially reasonable efforts to perform all necessary actions as are required, including amending the Company Share Plans and the awards governing the Company Options, in order to effect the treatment of the Company Options described in this Section 2.6(b)(iii). (iv) Immediately following the Effective Time, Parent will grant to each Pre-Closing Optionholder such number of shares of restricted Delaware Parent Class A Common Stock (the “Closing Restricted Shares”) equal to such Pre-Closing Optionholder’s Pro Rata Portion of the Aggregate Closing Restricted Shares. Each Closing Restricted Share will be subject to the vesting and forfeiture conditions specified in Section 2.11(b). (v) Notwithstanding anything to the contrary contained herein, no certificates or scrip representing fractional shares of Delaware Parent Common Stock shall be issued upon the conversion of Company Shares, as applicable pursuant to this Section 2.6, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a holder of Delaware Parent Common Stock. In lieu of the issuance of any such fractional share, Parent shall pay to each former holder of Company Shares (other than Excluded Shares) who otherwise would be entitled to receive the Merger Consideration therefor upon the surrender of such Certificate fractional share an amount in accordance with Section 3.04 hereofcash, without interest;, rounded down to the nearest cent, equal to the product of (i) the amount of the fractional share interest in Delaware Parent Common Stock to which such holder otherwise would have been entitled but for this Section 2.6(b)(iv), multiplied by (ii) $10.00. (bvi) each Share Prior to the Effective Time, the board of directors of the Company shall take such actions as are necessary (including adopting any resolutions) to effectuate the treatment of outstanding Company Restricted Shares and each Preferred Company Options as set forth in this Section 2.6. (vii) Each issued and outstanding ordinary share of Amalgamation Sub shall be converted into and become one (1) validly issued and fully paid share, with an issue price of US$1.00 per share, of the Amalgamated Company, which shall constitute the only outstanding shares of the Amalgamated Company. (viii) Each Company Share 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 the Effective Time shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment or distribution consideration shall be made paid or payable with respect thereto; and. (cix) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior The Company shall use commercially reasonable efforts to provide for the surrender by the Company Shareholders at the Effective Time of all certificates representing Company Shares. All such certificates surrendered by the Company Shareholders shall forthwith be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporationcancelled.

Conversion of Securities. At and as of the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, any of the Company Parties or the holders of any securities of the following securitiesCompany or WD Acquisition: (ai) each share of common stock, no par value (the "Company Common Stock"; all issued and outstanding shares of the Company Voting 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 automatically canceled and retired and shall cease to exist with no payment being made with respect thereto and shall be converted into the right to receive upon the surrender of the certificate representing such share of Voting Common Stock one share of WD Parent Common Stock (in the aggregate, the "Voting Common Stock Consideration"), as modified by any Merger Consideration Adjustments, if any; (ii) each share of Non-Voting Common Stock issued and exchanged for outstanding immediately prior to the Effective Time shall be automatically canceled and retired and shall cease to exist with no payment being made with respect thereto and shall be converted into the right to receive upon the surrender of the certificate representing such share of Non-Voting Common Stock one share of WD Parent Common Stock (in the aggregate, the "Non-Voting Common Stock Consideration" and together with the Voting Common Stock Consideration, the "Merger Consideration"), as modified by any Merger Consideration Adjustments, if any; (iii) all shares of the Company Stock that are held in the Treasury of the Company shall be canceled and retired and shall cease to exist and shall not be converted or exchanged; (iv) each share of WD Parent Common Stock issued and outstanding immediately prior to the Effective Time shall be automatically canceled and retired and shall cease to exist and shall not be converted or exchanged. (v) each share of WD Acquisition Class A Preferred Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of Class A Preferred Stock, par value $.01 per share, of the Surviving Corporation; (vi) each share of WD Acquisition Class B Preferred Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of Class B Preferred Stock, par value $.01 per share, of the Surviving Corporation; (vii) each share of common stock, par value $.01 per share, of WD Acquisition issued and outstanding immediately prior to the Effective Time shall be automatically converted into one validly issued, fully paid and nonassessable share of common 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 Parent, Merger Sub, the Company or the holders of any of the following securities: (a) each share of common stock, no par value (the "Each 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 Company Shares to be cancelled canceled pursuant to Section 3.03(bSECTION 2.1(B) and other than any Dissenting Shares) will be converted, shall be cancelled and shall be converted automatically subject to SECTION 2.2, into the right to receive an amount equal to $2.00 3.35 in cash (the "Merger ConsiderationMERGER CONSIDERATION") payable ), without any interest thereon; at the Effective Time, each Company Share issued and outstanding immediately prior to the holder of such Share or Preferred Share, upon surrender, Effective Time converted 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 accordance with this SECTION 2.1(A) will no longer be outstanding and shall will automatically be cancelled canceled and retired and shall cease to exist, and each holder of a Certificate representing any evidencing such Company Shares or Preferred Shares shall cease to have any rights with respect thereto, except will evidence only the right to receive upon surrender cash in an amount equal to the product of (i) the number of Company Shares represented by such Certificate and (ii) the Merger Consideration therefor upon the surrender of such Certificate in accordance with Section 3.04 hereofConsideration, without interestany interest thereon; (b) each Each Company Share and each Preferred Share or Warrant or other right to purchase Company Shares held in the treasury of the Company and each Share and each Preferred Share or owned, directly or indirectly, by any of the Company's wholly owned Subsidiaries or by Parent or any direct or indirect wholly owned subsidiary Merger Sub (which for purposes of this SECTION 2.1 will be deemed to include all Company Shares that Parent or of and Merger Sub have the Company right to acquire pursuant to the Purchase Agreement), in each case immediately prior to the Effective Time shall Time, will be cancelled canceled and retired and shall cease to exist extinguished without any conversion thereof and no payment or distribution shall will be made with respect thereto; and; (c) each share All of common stock, par value $0.01 per share, the membership interests of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into and exchanged for one an aggregate of 100 validly issued, fully paid and nonassessable share shares of common stock, no par valuevalue $0.001 per share, of the Surviving Corporation, which shares shall constitute all of the issued capital stock of the Surviving Corporation immediately after the Effective Time; and (d) If between the date of this Agreement and the Effective Time, there is a reclassification, recapitalization, stock split, split-up, stock dividend, combination or exchange of shares with respect to, or rights issued in respect of, Company Shares, the Merger Consideration will be adjusted accordingly, without duplication, to reflect such reclassification, recapitalization, stock split, split-up, stock dividend, combination or exchange of shares in order to provide to the holders of Company Shares the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Securities. (a) At the Merger Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the Company any party hereto or the holders of any securities of the following securities: (a) Merger Sub, 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 that is issued and outstanding immediately prior to the Merger Effective Time shall automatically be converted into one (1) share of Class A common stock of the Surviving Corporation. (b) The Merger shall result in the following with respect to the SPAC Units, the SPAC Shares and the SPAC Warrants: (i) At the Merger Effective Time, each SPAC Unit that is outstanding immediately prior to the Merger Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one SPAC Class A Share and one-half of a SPAC Public Warrant, which underlying securities of SPAC shall be adjusted in accordance with the applicable terms of this Section 2.3(b). (ii) At the Merger Effective Time and immediately following the separation of each SPAC Unit in accordance with Section 2.3(b)(i), by virtue of the Merger and conditioned on the consummation of the Merger and without any action on the part of any party hereto or the holders of SPAC Class A Shares, each SPAC Class A Share that is 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 the Redeeming SPAC 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"if any) 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 existexist in exchange for the right to receive a number of newly issued Public Company Shares equal to the Exchange Ratio. As of the Merger Effective Time, each SPAC Shareholder (other than the holders of the SPAC Class B Shares and each holder of a Certificate representing any such Shares or Preferred Shares Redeeming SPAC Shares, if any) shall cease to have any other rights with respect thereto, except the right in and to receive SPAC. (iii) At the Merger Consideration therefor upon Effective Time and immediately following the surrender separation of such Certificate each SPAC Unit in accordance with Section 3.04 hereof2.3(b)(i), by virtue of the Merger and conditioned on the consummation of the Merger and without interest;any action on the part of any party hereto or the holders of SPAC Class B Shares, all outstanding SPAC Class B Shares that are issued and outstanding immediately prior to the Merger Effective Time shall remain outstanding as shares of Class B common stock of the Surviving Corporation. (biv) each Share and each Preferred Share held Notwithstanding anything to the contrary expressed or implied in Section 2.3(b)(iv) or any other provision of this Agreement, at the treasury of the Company and each Share and each Preferred Share Merger Effective Time, if there are any SPAC Shares that are owned by Parent SPAC as treasury shares or any SPAC Shares owned by any direct or indirect wholly owned subsidiary Subsidiary of Parent or of the Company SPAC immediately prior to the Merger Effective Time Time, such SPAC Shares shall be cancelled and retired canceled and shall cease to exist without any conversion thereof and no or payment or distribution shall be made with respect thereto; andother consideration therefor. (cv) At the Merger Effective Time and immediately following the separation of each share SPAC Unit in accordance with Section 2.3(b)(i), by virtue of common stockthe Merger and without any action on the part of any holder of a SPAC Warrant, par value $0.01 per share, of Merger Sub every SPAC Warrant issued and outstanding immediately prior to the Merger Effective Time shall, pursuant to and in accordance with the SPAC Warrant Agreement and the Warrant Assignment Agreement, automatically and irrevocably be assumed by the Company and automatically converted into a warrant to acquire Public Company Shares (each, an “Assumed Warrant”). The Company shall assume each such Assumed Warrant in accordance with its terms and, following the Merger Effective Time, each Assumed Warrant shall continue to be governed by the same terms and conditions as were applicable to the applicable SPAC Warrants immediately prior to the Merger Effective Time, except that (i) the number of Public Company Shares subject to each such Assumed Warrant shall be converted into equal to the product (rounded to the nearest whole number) of (A) the number of SPAC Class A Shares subject to such SPAC Warrant immediately prior to the Merger Effective Time multiplied by (B) the Exchange Ratio, and exchanged for one validly issued, fully paid (ii) the exercise price per Public Company Share shall be equal to the quotient of (A) the exercise price per SPAC Class A Share immediately prior to the Merger Effective Time divided by (B) the Exchange Ratio (with any resulting fractional cent rounded up to the nearest whole cent). Each Assumed Warrant shall have and nonassessable share of common stock, no par value, of be subject to the Surviving Corporationterms and conditions set forth in the Warrant Assignment Agreement.

Conversion of Securities. At the Effective Time, by virtue ------------------------ of the Merger and without any action on the part of Merger SubAllegiant, the Company Southside or the holders holder of any of the following securities: (a) subject to Sections 1.08(f), 1.10, 1.11 and 1.13 hereof, each share of common stock, no $1.00 par value value, of Southside and the associated "Rights" under the Rights Agreement (the "Company Southside Rights Agreement"), dated as of May 27, 1993, as amended, by and between Mellon Investor Services LLC (as successor to Boatmen's Trust Company) as Rights Agent and Southside (collectively, the "Southside Common Stock"; all ) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and become one of the following: (i) the right to receive an amount in cash equal to $14.00 (the "Cash Distribution"); or (ii) the right to receive 1.39 shares of common stock, $0.01 par value, of Surviving Corporation (the Company "Surviving Corporation Common Stock") (the "Stock Distribution"); or (iii) the right to receive a combination of the Cash Distribution and Stock Distribution (the "Combined Distribution"); as the holder thereof shall elect or be deemed to have elected pursuant to Section 1.08 of this Agreement (the aggregate of the Cash Distributions, Stock Distributions and the Combined Distributions, payable and/or issuable upon conversion of the Southside Common Stock being collectively pursuant to this Agreement at the Effective Time is referred to as the "SharesSouthside Merger Consideration"); (b) subject to Section 1.11, and each share of the Series A convertible preferred stock common stock, $0.01 par value, of Allegiant (the "Company Preferred Allegiant Common 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 one share of the right Surviving Corporation Common Stock (the shares of Surviving Corporation Common Stock issuable at the Effective Time pursuant to receive an amount equal the conversion of the Allegiant Common Stock pursuant to $2.00 in cash (this Agreement is referred to as the "Allegiant Merger Consideration" and, together with the Southside Merger Consideration, 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) shares of Southside Common Stock or Allegiant Common Stock held by Southside or any of its wholly owned "Subsidiaries" (as defined in Rule 1-02 of Regulation S-X promulgated by the Securities and Exchange Commission (the "SEC")), or by Allegiant or any of its wholly owned Subsidiaries, in each share case other than in a fiduciary capacity or as a result of common stockdebts previously contracted, par value $0.01 per share, of Merger Sub issued shall be canceled and outstanding immediately prior to shall not be exchanged at or after the Effective Time for the Merger Consideration. In addition, no Dissenting Shares shall be converted into and exchanged for one validly issued, fully paid and nonassessable share pursuant to this Section 1.07 but shall be treated in accordance with the procedures set forth in Section 1.11 of common stock, no par value, of the Surviving Corporationthis Agreement.

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. (a) 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 share of common stockShares, no par value (the "Company Common Stock"; all issued and outstanding shares Shares immediately prior to the Effective Time (other than Shares held in the Company's treasury) shall be converted into and represent the right to receive in the aggregate (A) 90% of the Buyer's Closing Payment plus (B) the right to receive payments, if any, of the Escrow Amount under the Escrow Agreement (collectively, the "Merger Consideration"). The Escrow Amount shall be funded (i) first, out of the Merger Consideration to be paid to the holders of the Company Common Stock being collectively referred (other than Restricted Company Common Stock); (ii) then, to as the "Shares")extent of any shortfall in the Escrow Amount, and by the Series A convertible preferred stock (portion of the "Company Preferred Stock"; all issued and outstanding shares Merger Consideration, if any, to be paid to the holders of the Company Preferred Stock being collectively referred consisting of cash; and (iii) then, to as the "Preferred Shares")extent of any remaining shortfall in the Escrow Amount, by the portion of the Merger Consideration to be paid to the holders of the Company Preferred Stock which consists of Buyer Common Stock. The Merger Consideration shall be paid to holders of Shares in accordance with Sections 1.9 and 1.10. The portion of the Merger Consideration into which each class of the Shares shall be converted and represent the right to receive at the Effective Time is as follows: (i) Each share of Company Common Stock 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(bshares held in the Company's treasury) and other than any Dissenting Shares, shall be cancelled and shall be converted automatically into and represent the right to receive an (A) (i) the amount equal to $2.00 in cash (of cash, if any, and the number of shares of Buyer Common Stock listed under the caption "Common Stock Merger Consideration"" on Schedule B hereto (subject to adjustment pursuant to Section 1.8 hereof) payable without interest to the holder (all of such Share or Preferred Share, upon surrender, in the manner provided in Section 3.04 hereof, which shall be part of the Certificate that formerly evidenced such Share or Preferred Share. All such Shares Escrow Amount and Preferred Shares when so converted shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to existheld under the Escrow Agreement), and each holder of a Certificate representing any such Shares or Preferred Shares shall cease to have any rights with respect thereto, except (ii) the right to receive payments, if any, of the Escrow Amount under the Escrow Agreement, divided by (B) the issued and outstanding shares of Company Common Stock. The Company has determined that it is in the best interests of its stockholders to avoid the expenses of administration associated with providing the rights described in the preceding clause (A)(ii) as part of the Merger Consideration therefor upon to be received by holders of Restricted Company Common Stock, particularly in light of the surrender fact that such shares cannot vest until after the expiration of the Escrow Agreement. Consequently, in lieu of receiving the right to receive payments under the Escrow Agreement pursuant to the preceding clause (A)(ii), the Merger Consideration to be received by each holder of Restricted Company Common Stock shall consist solely of the number of shares of Buyer Common Stock listed under the caption "Common Stock Merger Consideration" on Schedule B hereto (subject to adjustment pursuant to Section 1.8 hereof), with no reduction for the Escrow Amount, divided by the issued and outstanding shares of Restricted Company Common Stock . Holders of Restricted Company Common Stock shall have no claim, right, or interest in any further amounts paid to the Company's stockholders pursuant to this Agreement or the Escrow Agreement. Holders of shares of Restricted Company Common Stock (such Certificate in accordance with Section 3.04 hereof, without interest;holders and the number of shares of restricted Company Common Stock held by them are set forth on Schedule B hereto) shall be issued shares of Buyer Common Stock pursuant to this subsection that are subject to the Restricted Stock Agreement attached as Exhibit H hereto. (bii) each Share Each share of Series A Preferred issued and each outstanding immediately prior to the Effective Time (other than shares held in the Company's treasury) shall be converted into and represent the right to receive (A) (i) the amount of cash, if any, and the number of shares of Buyer Common Stock listed under the caption "Series A Merger Consideration" on Schedule B hereto (subject to adjustment pursuant to Section 1.8 hereof), less the amount which shall be part of the Escrow Amount and held under the Escrow Agreement and (ii) the right to receive payments, if any, of the Escrow Amount under the Escrow Agreement, divided by (B) the issued and outstanding shares of Series A Preferred. (iii) Each share of Series B Preferred issued and outstanding immediately prior to the Effective Time (other than shares held in the Company's treasury) shall be converted into and represent the right to receive (A) (i) the amount of cash, if any, and the number of shares of Buyer Common Stock listed under the caption "Series B Merger Consideration" on Schedule B hereto (subject to adjustment pursuant to Section 1.8 hereof), less the amount which shall be part of the Escrow Amount and held under the Escrow Agreement and (ii) the right to receive payments, if any, of the Escrow Amount under the Escrow Agreement, divided by (B) the issued and outstanding shares of Series B Preferred. (iv) Each share of Series C Preferred issued and outstanding immediately prior to the Effective Time (other than shares held in the Company's treasury) shall be converted into and represent the right to receive (A) (i) the amount of cash, if any, and the number of shares of Buyer Common Stock listed under the caption "Series C Merger Consideration" on Schedule B hereto (subject to adjustment pursuant to Section 1.8 hereof), less the amount which shall be part of the Escrow Amount and held under the Escrow Agreement and (ii) the right to receive payments, if any, of the Escrow Amount under the Escrow Agreement, divided by (B) the issued and outstanding shares of Series C Preferred. (v) Each share of Series D Preferred issued and outstanding immediately prior to the Effective Time (other than shares held in the Company's treasury) shall be converted into and represent the right to receive (A) (i) the amount of cash, if any, and the number of shares of Buyer Common Stock listed under the caption "Series D Merger Consideration" on Schedule B hereto, (subject to adjustment pursuant to Section 1.8 hereof), less the amount which shall be part of the Escrow Amount and held under the Escrow Agreement and (ii) the right to receive payments, if any, of the Escrow Amount under the Escrow Agreement, divided by (B) the issued and outstanding shares of Series D Preferred. (vi) Each share of Series E-1 Preferred issued and outstanding immediately prior to the Effective Time (other than shares held in the Company's treasury) shall be converted into and represent the right to receive (A) (i) the amount of cash, if any, and the number of shares of Buyer Common Stock listed under the caption "Series E-1 Merger Consideration" on Schedule B hereto, (subject to adjustment pursuant to Section 1.8 hereof), less the amount which shall be part of the Escrow Amount and held under the Escrow Agreement and (ii) the right to receive payments, if any, of the Escrow Amount under the Escrow Agreement, divided by (B) the issued and outstanding shares of Series E-1 Preferred. (vii) Each Share 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 the Effective Time shall be cancelled and retired and shall cease to exist without payment of any conversion thereof and no payment or distribution shall be made with respect thereto; andconsideration therefor. (cb) each share All of common stock, par value $0.01 per share, the interests of Merger Sub NewCo issued and outstanding immediately prior to the Effective Time shall be converted into remain issued and exchanged for one validly issued, fully paid and nonassessable share of common stock, no par value, of outstanding following the Surviving CorporationEffective Time.