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 the holders of any securities of Purchaser or the Company: (a) Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Parent, Merger Sub, the Company or the holders of any securities of Purchaser or Merger Sub and the Company: (a) Each issued and outstanding share of capital stock common stock, $0.01 par value, of Purchaser Merger Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation. (b) Any All shares of Company Common Stock (“Company Shares”), together with the associated Company Rights, that are owned by held in the treasury of the Company as treasury stock and or by any Shares or Series D-1 Shares wholly owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company and any Company Shares, together with the associated Company Rights, owned by Parent or any wholly owned Subsidiary of Parent shall be automatically canceled and shall cease to exist and no capital stock of Parent or other consideration shall be delivered in exchange therefor. (c) Each Subject to the provisions of Sections 1.8 and 1.10 and, if applicable, Section 1.5(d), each Company Share issued and outstanding immediately prior to the Effective Time (i) Share (together with the associated Company Rights), other than Dissenting Shares (xas hereinafter defined) Shares and shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares1.5(b), shall be converted into the right to receive an amount (i) 0.0598 (such number being the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of cash equal to Parent Common Stock (“Parent Shares”) (including the Offer Price payable upon surrender, in associated Parent Rights (as hereinafter defined)) (the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest “Per Share Stock Consideration”) and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled $0.97 in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectivelythe “Per Share Cash Consideration” and, together with the Per Share Stock Consideration, the “Per Share Merger Consideration”). All references in this Agreement to Parent Common Stock and Parent Shares shall be deemed to include the associated Parent Rights unless the context requires otherwise. All such Company Shares and Series D-1 Sharesthe associated Company Rights, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to existretired, and each holder of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 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 Parent Shares into which such shares are converted, the Per Share Cash Consideration 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 this Agreement, without interestSection 1.6. (d) The Merger Notwithstanding anything in this Agreement to the contrary, to the extent that the aggregate number of Parent Shares issuable pursuant to Section 1.5(c) (the “Total Stock Amount”) would be greater than 19.6% of the Parent Shares outstanding as of immediately prior to the Effective Time (such amount, the “Stock Threshold”), (i) the Per Share Stock Consideration shall be adjusted decreased to reflect fully reduce the effect Total Stock Amount to the Stock Threshold and (ii) the Per Share Cash Consideration shall be increased by an amount equal to the product of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution x) the amount of securities convertible into Shares), reorganization, recapitalization or other like change with respect such reduction in the Per Share Stock Consideration pursuant to Shares, occurring the preceding sentence multiplied by (or for which a record date is establishedy) after the date of $30.71. (e) Notwithstanding anything in this Agreement to the contrary, Company Shares issued and outstanding immediately prior to the Effective 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 Company Share, together with the associated Company Rights, held of record by such holder or holders shall automatically be converted into and represent only the right to receive the Per Share Merger Consideration as set forth in Section 1.5(c), upon surrender of the certificate or certificates representing such Dissenting Shares. The Company shall give Parent and Merger Sub prompt notice of any demands received by the Company for appraisal of such shares, and Parent and Merger 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 As of the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of Sub, the Company or the holders of any securities of Purchaser or the CompanyConstituent Corporations: (a) Each issued and outstanding share of capital common stock of Purchaser Sub shall be converted into and become remain outstanding as one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation. (b) Any All shares of Company Common Stock that are held in the treasury of the Company and any shares of Company Common Stock owned by the Company as treasury Parent or Sub shall be canceled and no capital stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no other consideration shall be delivered in exchange thereforrespect thereof. (c) Each (i) Share Subject to the provisions of Section 1.12 hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) Shares shares to be canceled in accordance with Section 2.7(b1.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shareshereof) shall be converted into (i) one (the right to receive an amount "Conversion Number") validly issued, fully ----------------- paid and nonassessable share of cash equal Parent Common Stock and (ii) one warrant which shall be subject to the product terms and conditions of a warrant agreement (the number "Warrant Agreement") substantially in the form attached hereto as Exhibit C (an ------------------ "Algos Warrant" and, together with the shares of Parent Common Stock referred to ------------- in clause (i), the "Merger Consideration"). All such shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares-------------------- Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, retired and each holder of a certificate which immediately prior to the Effective Time represented formerly representing any such Shares or such Series D-1 Shares shares shall cease to have any rights with respect thereto, except for the right to receive any dividends and other distributions in accordance with Section 1.9 hereof, certificates representing the Merger Consideration therefor shares of Parent Common Stock and Algos Warrants into which such shares are converted upon the surrender of such certificate certificates in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.Section 1.8

Conversion of Securities. The manner and basis of converting the shares of stock of each of the Constituent Corporations is hereinafter set forth in this Section 2.06. At the Effective Time, by virtue of the Merger and without any further action on the part of Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.06(b) and any Dissenting Shares (as hereinafter defined)) shall be converted automatically into the right to receive the Per Share Amount in cash (the "MERGER CONSIDERATION"), prorated for fractional shares, payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.09, of the certificate that formerly evidenced such Share and all such Shares, when so converted, shall no longer be outstanding and shall automatically be cancelled; (b) Each Share held in the treasury of the Company and each 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 without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of capital stock common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 3.06(c) and any Dissenting Shares (as hereinafter defined)) shall be canceled and shall be converted automatically into the right to receive cash in an amount equal to the Per Share Amount (the "Merger Consideration") payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 3.10, of the certificate that formerly evidenced such Share (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 3.10(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 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 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 canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (d) Each share of capital stock common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 .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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Sub, the holders Company or the holder of any securities of Purchaser or the Companyfollowing securities: (a) Each issued and outstanding Subject to Section 2.9, each share of capital stock of Purchaser shall be converted into and become one (1) 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 issued and outstanding immediately prior to the Effective Time (including, without limitation, outstanding restricted Company Common Stock granted under the Company as treasury stock and Stock Plan, but excluding any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shareshereof), shall be converted into and represent the right to receive an amount of cash equal 0.218 fully paid and nonassessable shares (rounded to the Offer Price nearest hundredth of a share) (as adjusted as set forth in subsection (d), the "Exchange Ratio") of Parent Common Stock (the "Merger Consideration"). The Merger Consideration shall be payable upon surrender, in the manner provided in this Agreement, to the holder surrender of the certificate Certificate formerly representing such ShareCompany Common Stock, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares subject to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product 2.11. As of the number of shares of Effective Time, all Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented Certificate representing any such Shares or such Series D-1 Shares Company Common Stock shall cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration Consideration, (ii) 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 this AgreementSection 2.9, (iii) any dividends or distributions in accordance with Section 2.10(e) and (iv) any unpaid dividend declared by the Company in respect of Company Common Stock in accordance with Section 5.3, in each case without interest. (b) Each share of Company Common Stock that is (i) owned by any Subsidiary of the Company or (ii) owned by Parent or any Subsidiary of Parent, in each case immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, be canceled and retired without any conversion thereof and no payment or distribution of any consideration shall be made with respect thereto. (c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Company. (d) The Merger Consideration Exchange Ratio shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into SharesParent Common Stock or Company Common Stock, as applicable), reorganization, recapitalization recapitalization, consolidation, exchange or other like change with respect to Shares, Parent Common Stock or Company Common Stock occurring (or for which a record date is established) after the date of this Agreement hereof and 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 Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 2.06(b) and any Dissenting Shares (as hereinafter defined)) shall be canceled and shall be converted automatically into the right to receive an amount equal to the Per Share Amount in cash (the "Merger Consideration") payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.08, of the certificate that formerly evidenced such Share; (b) Each Share held in the treasury of the Company and each Share owned by Purchaser, any Affiliate of Purchaser or any direct or indirect subsidiary of the Company, immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of capital stock Class A Common Stock, par value $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and nonassessable share of common stockClass A Common Stock, par value $0.01 .50 per share, of the Surviving Corporation, and each share of Class B Common Stock, par value $.01 per share, of 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 B Common Stock, par value $.50 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Subsidiary, Parent or the holders of any securities of Purchaser or the Companyshares thereof: (a) Each Subject to the other provisions of this Section 4.2, each share of WPZ Common Stock issued and outstanding share immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by WPZ or any wholly-owned Subsidiary of capital stock of Purchaser shall be converted into and become one (1) 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 WPZ or Series D-1 Shares owned by Parent, Purchaser, Merger Subsidiary or any other wholly-owned Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any excluding Dissenting Shares) shall be converted into the right to receive an amount of cash equal the Merger Consideration, payable to the product holder thereof, without any interest thereon, upon surrender and exchange of the Certificates (as defined in Section 4.3(b)); provided that, if between the date of this Agreement and the Effective Time the shares of WPZ Common Stock have been changed into a different number of shares or a different class, by reason of Company any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such change. (b) All shares of WPZ Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrenderStock, in the manner when converted as provided in this AgreementSection 4.2(a), to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder Certificate previously evidencing such Shares shall thereafter represent only the right to receive the Merger Consideration. The holders of a certificate which Certificates previously evidencing Shares outstanding immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with-respect to WPZ Common Stock except as otherwise provided herein or by Law and, upon the surrender of Certificates in accordance with respect theretothe provisions of Section 4.3 (but subject to Section 4.6), except such Certificates shall represent only the right to receive for each of their Shares the Merger Consideration therefor upon the surrender of such certificate in accordance with this AgreementConsideration, without interestany interest thereon. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Sub, the holders Company or the holder of any of the securities of Purchaser the Company or the CompanyMerger Sub: (a) Each Subject to Section 2.8(d) hereof, each Share issued and outstanding share of capital stock of Purchaser immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.8(b) hereof), shall be canceled and extinguished and be converted into and become one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into represent the right to receive an amount of cash equal to the Offer Price payable upon surrender, $2.00 in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Sharecash, without interest (collectively, the “"Merger Consideration”"). All such Shares and Series D-1 Shares, when so convertedby virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 Shares shall thereafter cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor for such Shares upon the surrender of such certificate in accordance with this AgreementSection 2.9. (b) Each Share issued and outstanding immediately prior to the Effective Time and held in the treasury of the Company or owned by Parent or any direct or indirect subsidiary of Parent (including Merger Sub) shall be canceled and retired and no payment shall be made with respect thereto. (c) Each share of Common Stock, without interestpar value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of Common Stock, par value $.01 per share, of the Surviving Corporation. (d) The Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Shares held by a person (a "Dissenting Stockholder") who objects to the Merger Consideration and complies with all the provisions of the DGCL concerning the right of holders of Shares to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 2.8(a) but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares shall be adjusted deemed to reflect fully be converted as of the effect Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any reclassification, stock split, reverse split, stock dividend demands for appraisal of Shares received by the Company and (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change ii) the opportunity to participate in and direct all negotiations and proceedings with respect to Sharesany such demands. The Company shall not, occurring (without the prior written consent of Parent, make any payment with respect to, or for which a record date is established) after the date of this Agreement and prior settle, offer to the Effective Timesettle or otherwise negotiate, any such demands.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Purchaser or the Company: thereof, (a) Each each Share issued and outstanding share of capital stock of Purchaser shall be converted into and become one immediately prior to the Effective Time (1) 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 other than any Shares or Series D-1 Shares owned held by Parent, the Purchaser, any other Subsidiary wholly-owned subsidiary of Parent or a Subsidiary the Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of the Company, which Shares, by virtue of the Merger and without any action on the part of the holder thereof, shall be automatically canceled cancelled and retired and shall cease to exist with no payment being made with respect thereto, and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than Dissenting Shares (x) Shares to be canceled as defined in accordance with Section 2.7(b) and (y) any Dissenting Shares3.01), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of in cash equal to the product of Securities Offer Price applicable thereto (the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to "Merger Price"), and (b) in accordance with Section A.5 14(m) of the Series D-1 Preferred Stock Certificate Warrant Agreement, (i) the Warrant Agreement and each of Designation multiplied the Warrants, if any, which has not been purchased by Parent in the Offer shall terminate and (ii) each holder of a Warrant, if any, which has not been purchased by Parent in the Offer, without having to take any other action than the surrendering of such Warrant to the Surviving Corporation, shall receive in respect of each Common Share that may have been acquired upon exercise of such Warrant an amount (the "Warrant Spread Amount") equal to the amount (if any) by which the Merger Price payable upon surrenderapplicable to one Common Share exceeds the exercise price per share of such Warrant pursuant to the Warrant Agreement, in the manner provided in this Agreementeach case, payable to the holder thereof, without interest thereon, upon surrender of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interestSecurity. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each Share issued and outstanding immediately prior to the Effective Time, not including any Shares to be canceled pursuant to Section 3.06(b) or any Dissenting Shares (as hereinafter defined)), shall be canceled and converted automatically into the right to receive cash in an amount equal to the Per Share Amount, which shall be payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 3.09, of the certificate that formerly evidenced such Share (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 3.09(c)); (b) Each Share held in the treasury of the Company and each 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 canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of capital stock common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (bd) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary Without duplication of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with effects of Section 2.7(b) and (y) any Dissenting Shares2.01(g), shall be converted if, between the Agreement Date and the Effective Time, the outstanding Shares are changed into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the a different number or class of shares by reason of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or similar transaction, then the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Timeextent appropriate.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the holders Company or the holder of any securities of Purchaser or the Companyfollowing securities: (a) Each issued Subject to Sections 2.10, 2.14, 5.3, 6.13 and outstanding 6.14, each share of capital stock of Purchaser shall be converted into and become one (1) 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 issued and outstanding immediately prior to the Effective Time (including outstanding restricted Company Common Stock granted under the Company as treasury stock and Stock Plans, but excluding any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares)), shall be converted into and represent the right to receive an amount of cash equal to the Offer Price Merger Consideration. The Merger Consideration shall be payable upon surrender, in the manner provided in this Agreement, to the holder surrender of the certificate Certificate formerly representing such ShareCompany Common Stock, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares subject to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product 2.13. As of the number of shares of Effective Time, all Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented Certificate representing any such Shares or such Series D-1 Shares Company Common Stock shall cease to have any rights with respect thereto, except the right to receive (i) the Merger Consideration Consideration, (ii) any cash in lieu of fractional shares of the Parent Common Stock, if any, to be issued or paid in consideration therefor upon the surrender of such certificate Certificate in accordance with this AgreementSection 2.10, (iii) with respect to the Stock Consideration, if any, any dividends or distributions in accordance with Section 2.11(h) and (iv) any unpaid dividend declared by the Company in respect of Company Common Stock in accordance with Section 5.1 and 5.3, in each case without interest. (b) Each share of Company Common Stock that is (i) owned by any Subsidiary of the Company or (ii) owned by Parent or any Subsidiary of Parent, in each case immediately prior to the Effective Time, shall remain outstanding (except that the number of such shares owned by Parent or such Subsidiaries shall be adjusted in the Merger to maintain relative ownership percentages). (c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of common stock of the Surviving Company, and each share of Preferred Stock issued and outstanding immediately prior to the Effective Time shall be converted into and be exchanged for one newly and validly issued, fully paid and nonassessable share of preferred stock of the Surviving Company. (d) The Merger Consideration Stock Consideration, if any, shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into SharesParent Common Stock or Company Common Stock, as applicable), reorganization, recapitalization recapitalization, consolidation, exchange or other like change with respect to Shares, Parent Common Stock or Company Common Stock occurring (or for which a record date is established) after the date of this Agreement on which the Parent Common Stock Value is determined and 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 Sub, the holders Company or the holder of any of the securities of Purchaser the Company or the CompanyMerger Sub: (a) Each Share issued and outstanding share of capital stock of Purchaser immediately prior to the Effective Time (other than Shares to be canceled pursuant to Section 2.1(b) hereof) shall be canceled and extinguished and be converted into and become one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into represent the right to receive an amount of cash equal to from the Offer Price payable upon surrender, Surviving Corporation $4.35 in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Sharecash, without interest (collectively, the “"Merger Consideration”"). All such Shares and Series D-1 Shares, when so convertedby virtue of the Merger and without any action on the part of the holders of the Shares, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 Shares shall thereafter 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 this Agreement, without interestSection 2.3. (db) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement Each Share issued and outstanding immediately prior to the Effective TimeTime that is (i) held in the treasury of the Company or (ii) owned by the Purchaser or any direct or indirect subsidiary of the Purchaser (including the Merger Sub) shall, by virtue of the Merger and without any action on the part of the holder thereof, cease to be outstanding, shall be canceled and retired and no payment shall be made with respect thereto. (c) Each share of common stock, par value $.0019 per share, of the Surviving Corporation issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable 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 MergerCo, the Company or the holders of any securities shares of Purchaser or the CompanyOld Common: (a) Each Subject to the other provisions of this Section 2.2 and to Section 3.1(i), each share of Old Common issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issuedimmediately prior to the Effective Time, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Any excluding shares of Company Old Common Stock that are owned by Meridian Mutual, the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, PurchaserCompany, any other Subsidiary of Parent Company Subsidiary, MergerCo, or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares)Parent, shall be converted into the right to receive an amount of Thirty Dollars and Zero Cents ($30.00) per share, payable in cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder thereof, without any interest thereon (the "Merger Consideration"), upon surrender of the certificate formerly Certificate (as defined below) representing such Share, without interest and share of Old Common. (iib) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of All such shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrenderOld Common, in the manner when converted as provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”Section 2.2(a). All such Shares and Series D-1 Shares, when so converted, shall no longer be considered outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder Certificate previously evidencing such shares shall thereafter represent only the right to receive the Merger Consideration as provided herein. The holders of a certificate which Certificates (as defined below) previously evidencing shares of Old Common outstanding immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect theretoto the Old Common except as otherwise provided herein or by law and, except upon the surrender of Certificates in accordance with Section 3.1, shall only have the right to receive for their shares of Old Common the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreementas provided herein, without interestany interest thereon. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each Company Share issued and outstanding immediately prior to the Effective Time (other than any Company Shares to be canceled pursuant to Section 3.6(b) and any Dissenting Company Shares) shall be canceled and shall be converted automatically into the right to receive an amount in cash, without interest, equal to the Per Share Amount (the “Merger Consideration”) payable to the holder of such Company Share, upon surrender, in the manner provided in Section 3.9, of the certificate that formerly evidenced such Company Share. If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall be adjusted to the extent appropriate (taking into account any prior adjustments pursuant to Section 2.1(g)) for all purposes of this Article 3. (b) Each Company Share held in the treasury of the Company and each Company 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 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. (c) Each share of capital common stock of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Parent, Merger Sub, the Company or the holders of any securities of Purchaser or the Companyfollowing securities, the following shall occur: (a) Each issued subject to Section 2.2 and outstanding the adjustments set forth in Section 6.12, each share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of the common stock, par value $0.01 per share, of the Surviving Corporation. Company (b) Any shares of the “Company Common Stock that are owned by Stock”) issued and outstanding immediately prior to the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount 0.24884345081 (the “Common Exchange Ratio” or the “Merger Consideration”) validly issued, fully paid and non-assessable shares, par value $0.02 per share, of cash equal Parent (the “Parent Common Stock”); provided, that in no event shall the Parent or Merger Sub issue in excess of 24,000,000 shares plus any fractional shares that have been rounded up pursuant to the Offer Price payable upon surrenderSection 2.5, in the manner provided in this Agreementaggregate, of Parent Common Stock (subject to equitable adjustment for any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Parent Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Parent Common Stock). (b) each share of common stock of Merger Sub issued and outstanding immediately prior to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) Effective Time shall be converted into the right to receive an amount one share of cash equal to the product common stock of the number of Surviving Corporation. (c) At the Effective Time, all shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant shall cease to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrenderbe outstanding, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, exist and each holder of a certificate which (a “Certificate“) that immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interestConsideration. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Parent, Merger Sub, the Company or the holders of any Shares or securities of Purchaser Parent or the CompanyMerger Sub: (a) Each Share issued and outstanding share of capital stock of Purchaser shall immediately before the Effective Time (other than any Shares to be cancelled pursuant to Section 2.1(b)) will be cancelled and extinguished and be converted into the right to receive $23.50 in cash, payable to the holder of such Share, without interest (the “Merger Consideration”), upon surrender of either certificates formerly representing such Shares (“Certificates”) or any book-entry Shares (“Book-Entry Shares”) in the manner provided in Section 2.2. All such Shares, when so converted, will no longer be outstanding and become will be automatically cancelled, retired and cease to exist. Each holder of Certificates or Book-Entry Shares will 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 or Book-Entry Share in accordance with Section 2.2, without interest. (b) Each share of Common Stock held in the treasury of the Company will be cancelled and extinguished, and no payment or other consideration will be made with respect to such treasury shares. (c) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately before the Effective Time will thereafter represent one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Buyer, Merger Subsidiary, the Company, the Seller or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each share of Common Stock of Merger Subsidiary issued and outstanding share of capital stock of Purchaser immediately prior to the Effective Time shall not be converted into affected and become one (1) shall remain as a validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation. (b) Any shares Each share of Company Common Stock that are owned by stock issued and outstanding immediately prior to the Company as treasury Effective Time (all such issued and outstanding stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company being hereinafter referred to collectively as the "Converted Shares" and individually as a "Converted Share") shall be automatically canceled and shall cease be converted automatically into the right to exist and no consideration receive a portion of the Merger Consideration, which shall be delivered payable to the holder of such Converted Share upon surrender of the certificate that formerly evidenced such Converted Share in exchange thereforthe manner provided in Section 1.9. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount share of cash equal to the Offer Price payable upon surrender, Company stock held in the manner provided in this Agreement, to the holder treasury of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented shall be cancelled and extinguished without any such Shares or such Series D-1 Shares conversion thereof and no payment shall be made with respect thereto. (d) Each share of common stock held in the treasury of Merger Subsidiary immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (e) From and after the Effective Time, the holders of certificates representing shares of Company stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, to such shares except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interestas otherwise provided herein or by Corporate Law. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Parent, Merger Sub, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each each share of common stock, par value $.01 per share (“Company Common Stock” and all issued and outstanding shares of Company Common Stock being hereinafter collectively referred to as the “Shares”), issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 2.01(b)) shall be canceled and shall be converted automatically, subject to Section 2.02, into the right to receive 0.815 (the “Exchange Ratio”) shares of Parent Common Stock (the “Merger Consideration”), payable upon surrender, in the manner provided in Section 2.02, of the certificate that formerly evidenced such Share; (b) each share of capital stock Company Common Stock held in the treasury of Purchaser the Company and each Share owned by Merger Sub, Parent or any direct or indirect wholly owned Subsidiary of Parent or of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; provided, however, that no such cancellation shall be effective if and to the extent that the Board of the Surviving Corporation determines that such cancellation could require the recognition of gain for Tax purposes; and (c) each share of common stock, par value $.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 .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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Sub, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each issued and outstanding except as provided by Section 3.06(b) or 3.09, each share of capital stock of Purchaser shall be converted into and become one (1) 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 issued and outstanding immediately prior to the Company as treasury stock Effective Time and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered all rights in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), respect thereof shall be converted automatically into the right to receive an the Per Share Amount (as such amount of cash equal may be adjusted pursuant to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such ShareSection 3.11), without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of "Merger Consideration"); all such shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 SharesStock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any representing such Shares or such Series D-1 Shares shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon Per Share Amount, without interest, following the surrender of such certificate in accordance with this Agreement, without interest.Section 3.08; (db) The each share of Company Common Stock held in the treasury of the Company and each share of Company Common Stock owned by Merger Consideration shall be adjusted to reflect fully Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and Company immediately prior to the Effective TimeTime shall be 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 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 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 the holders of any securities of Purchaser Merger Sub or the Company: (a) Each issued and outstanding share of capital stock of Share that is owned by Purchaser shall be converted into and become one (1) validly issuedor Merger Sub, 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 or that are is owned by the Company as treasury stock stock, shall automatically be cancelled and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled retired and shall cease to exist exist, and no consideration shall be delivered in exchange therefor. (cb) Each (i) issued and outstanding Share (other than (x) Shares to be canceled cancelled in accordance with Section 2.7(b1.4(a) hereof and Dissenting Shares (yas defined in Section 1.7 below)) any Dissenting Shares), shall automatically be converted into the right to receive an amount $6.33 in cash, as a result of cash equal the Merger (the "MERGER CONSIDERATION"), and $20.77 in cash, as a result of the Distribution (the "DISTRIBUTION CONSIDERATION"), payable, without interest, to the Offer Price payable holder of such Share upon surrender, in the manner provided in this AgreementSection 1.5 hereof, to the holder of the certificate that formerly representing evidenced such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the Distribution Consideration therefor upon the surrender of such certificate in accordance with Section 1.5 hereof. Without limiting any other provision of this Agreement, without interest. (d) The the Merger Consideration and the Distribution Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into SharesCommon Stock), reorganization, recapitalization or other like change with respect to Shares, the Common Stock occurring (or for which a record date is established) after the date of this Agreement hereof and prior to the Effective TimeTime and/or the Transfer Closing Date. (c) Each issued and outstanding share of common stock of Merger Sub shall be converted into one validly issued, fully paid and nonassessable share of 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 Acquiror Sub, the Target or the holders of any securities of Purchaser or the Companyfollowing shares of capital stock: (a) Each Share and each share of Class A Preferred Stock issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of immediately prior to the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) any Shares to be canceled in accordance with pursuant to Section 2.7(b2.06(b) and (y) any Dissenting SharesShares (as hereinafter defined), ) shall be canceled and shall be converted automatically into the right to receive an amount of cash equal to the Offer Price payable Per Share Amount in cash (the "MERGER CONSIDERATION") payable, without interest, to the holder of such Share, upon surrender, in the manner provided in this AgreementSection 2.09, to the holder of the certificate that formerly representing evidenced such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, such shares of Class A Preferred Stock when so converted, converted shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, retired and each holder of a certificate which immediately prior to the Effective Time represented any representing such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this AgreementConsideration, without interest.; (db) The Merger Consideration shall be adjusted to reflect fully Each Share held in the effect treasury of the Target and each Share owned by Acquiror Sub, Acquiror or any reclassification, stock split, reverse split, stock dividend (including any dividend direct or distribution indirect wholly owned subsidiary of securities convertible into Shares), reorganization, recapitalization Acquiror or other like change with respect to Shares, occurring (or for which a record date is established) after of the date of this Agreement and Target immediately prior to the Effective TimeTime shall be cancelled 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 Acquiror 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, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital 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 holders of any securities of Purchaser Company or the Company:Company Stockholders (other than any requisite approval of the principal terms of the Merger by the Company Stockholders in accordance with the DGCL): (a) Each Company Share held in treasury and each Company Share that is owned, 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 Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Company Shares to be cancelled in accordance with Section 3.01(a)) shall (i) be converted automatically into the right to receive the Merger Consideration, payable to the holder thereof, in accordance with Section 3.02, (ii) no longer be outstanding, (iii) automatically be cancelled and (iv) cease to exist. Each holder of any such converted and cancelled Company Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest. The Company Shares that are to be so converted into the right to receive the Merger Consideration are referred to herein as the “Merger Shares.” (c) Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Purchaser Merger Sub shall be converted into and become one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each Company Share issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of immediately prior to the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) any Company Shares to be canceled in accordance with pursuant to Section 2.7(b3.6(b) and (y) any Dissenting Company Shares), ) shall be canceled and shall be converted automatically into the right to receive an amount of cash in cash, without interest, equal to the Offer Price Per Share Amount (the “Merger Consideration”) payable to the holder of such Company Share, upon surrender, in the manner provided in Section 3.9. If, between the date of this AgreementAgreement and the Effective Time, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of outstanding shares of Company Common Stock are changed into which such Series D-1 Shares are convertible pursuant a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall be adjusted to and the extent appropriate for all purposes of this Article 3. (b) Each Company Share held in accordance with Section A.5 the treasury of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, Company and each holder Company Share owned by Purchaser, Parent, Murata or any direct or indirect wholly owned subsidiary of a certificate which Parent, Murata or the Company immediately prior to the Effective Time represented shall be canceled and retired without any such Shares conversion thereof, and no payment or such Series D-1 Shares distribution shall cease to have be made and no consideration of any rights kind shall be delivered with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (dc) The Merger Consideration shall be adjusted to reflect fully the effect Each share of any reclassification, common stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement Purchaser issued and outstanding immediately prior to the Effective TimeTime shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock of the Surviving Corporation.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Purchaser Acquisition Corp., ERC or the CompanyERC Shareholders: (ai) Each each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issuedeach a "Share" and, fully paid and nonassessable share collectively, the "Shares"), of common stock, no par value $0.01 per share, of ERC ("ERC Common Stock") issued and outstanding immediately prior to the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) any Shares to be canceled in accordance with pursuant to Section 2.7(b) and (y) any Dissenting Shares1.4(a)(ii), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount (A) $1,500 (the "Per Share Cash Amount") plus (B) 320 shares (the "Per Share Stock Amount" and, together with the Per Share Cash Amount, the "Merger Consideration") of cash equal to common stock, $.05 par value per share, of Purchaser ("Purchaser Common Stock"); provided, however, that if, between the product date of this Agreement and the number of shares of Company Effective Time, the Purchaser Common Stock into which such Series D-1 Shares are convertible or the ERC Common Stock shall have been reclassified for any reason (other than pursuant to any action described in Schedule 2.4 hereto) including, without limitation, any reclassification, recapitalization, split, stock dividend, combination or exchange of shares, the Per Share Cash Amount and in accordance with Section A.5 of the Series D-1 Preferred Per Share Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, Amount shall be equitably adjusted to reflect such change; and (ii) each Share held in the manner provided in this Agreement, to the holder treasury of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, ERC and each holder Share owned by Purchaser or any direct or indirect wholly owned subsidiary of a certificate which Purchaser or ERC immediately prior to the Effective Time represented shall be canceled and extinguished without any such Shares or such Series D-1 Shares conversion thereof, and no payment shall cease to have any rights be made with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.

Conversion of Securities. At the Effective Time, by virtue (i) Except as otherwise provided in Section 2.2(b) or Section 2.2(c) each share of the Merger and without any action on the part of the holders of any securities of Purchaser or the Company: (a) Each Company Stock issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of immediately prior to the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount as follows: (A) each share of cash equal Company Preferred Stock issued and outstanding immediately prior to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share Effective Time (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting the Company Guaranty Shares) shall be converted into the right to receive an amount of cash equal receive, subject to Sections 2.5, 2.6 and 2.7, the Per Share Preferred Consideration payable to the product holder thereof, without interest, upon the surrender of the number of shares certificate representing such share in accordance with the terms hereof and in the manner provided herein; and (B) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into which the right to receive, subject to Sections 2.5, 2.6 and 2.7, the Per Share Common Consideration payable to the holder thereof, without interest, upon the surrender of the certificate representing such Series D-1 Shares are convertible pursuant to and share in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, terms hereof and in the manner provided in this Agreementherein. (ii) From and after the Effective Time, to the holder each such converted share of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, Company Stock shall no longer be outstanding and shall be automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any formerly representing each such Shares or such Series D-1 Shares share shall cease to have any rights with respect thereto, except the right to receive (subject to the terms of this Agreement) the Merger Consideration therefor payable with respect to such share, if any, without interest, upon the surrender of such certificate in accordance with this Agreementthe terms hereof and in the manner provided herein, without interestor the right, if any, to receive payment from the Surviving Corporation of the “fair value” or “fair market value” of such Dissenting Shares as determined in accordance with the applicable provisions of the DGCL. (diii) The Merger Consideration shall be adjusted to reflect fully Section 2.2(a)(iii) of the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change Company Disclosure Schedule sets forth the following information with respect to Shareseach holder of Company Stock: (A) the Company Stock held by such holder to be converted at the Effective Time as provided in Section 2.2(a)(i); (B) the aggregate Merger Consideration to be paid to such holder, occurring (or for which a record date is established) after if any, in accordance with the terms hereof and in the manner provided herein in respect of all of the shares of Company Common Stock and shares of Company Preferred Stock owned by such holder as of the date of this Agreement hereof and immediately prior to the Effective Time, subject to withholding for Taxes as described in Section 2.7; provided, however, that Company shall update such calculation two (2) Business Days prior to the expected Closing Date to give effect to any changes in such calculation required as a result of the passage of time between the date hereof and the Effective Time and the final determination of the amounts and matters that are relevant components of such calculation, including the Total Merger Cash Consideration; (C) such holder’s Aggregate Allocable Portion of the Escrow Amount; provided, however, that Company shall update such calculation two (2) business days prior to the expected Closing Date to give effect to any changes in such calculation required as a result of the passage of time between the date hereof and the Effective Time and the final determination of the amounts and matters that are relevant components of such calculation, including the Total Merger Cash Consideration; and (D) the mailing address of such holder.

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 Purchaser Parent or the CompanyMerger Sub: (a) Each Share issued and outstanding share of capital stock of Purchaser shall immediately before the Effective Time (other than any Shares to be cancelled pursuant to Section 2.1(b) and any Dissenting Shares) will be cancelled and extinguished and be converted into the right to receive $848.02 in cash, representing $850.00 per Share less the financial advisory fee due to the Financial Advisor in connection with the Merger, payable to the holder of such Share, without interest (the “Merger Consideration”), upon surrender of either certificates formerly representing such Shares (“Certificates”) or any book-entry Shares (“Book-Entry Shares”) in the manner provided in Section 2.2. All such Shares, when so converted, will no longer be outstanding and become will be automatically cancelled, retired and cease to exist. Each holder of Certificates or Book-Entry Shares will 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 or Book-Entry Share in accordance with Section 2.2, without interest. (b) Each Parent Owned Share and each share of Common Stock held in the treasury of the Company will be cancelled and extinguished, and no payment or other consideration will be made with respect to such Parent Owned Shares. (c) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately before the Effective Time will thereafter represent one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Viacom, CBS or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 1.00 per share, of CBS ("CBS Common Stock"; all issued and outstanding shares of CBS Common Stock being hereinafter collectively referred to as the Surviving Corporation"Shares") issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled or converted pursuant to Section 2.01(b)) shall be converted, subject to Section 2.02(e), into the right to receive 1.085 shares (the "Exchange Ratio") of Viacom Class B Common Stock. (b) Any shares Each Share held in the treasury of Company Common Stock that are CBS and each Share owned by Viacom immediately prior to the Company as treasury stock Effective Time shall be cancelled and extinguished without any Shares or Series D-1 Shares conversion thereof and no payment shall be made with respect thereto, and each Share owned by Parent, Purchaser, any other Subsidiary direct or indirect wholly owned subsidiary of Parent Viacom or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share CBS (other than Shares held by benefit plans or trusts (xincluding Rabbi trusts)) Shares immediately prior to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), the Effective Time shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the a number of shares of Company Viacom Class B Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, equal to the holder of the certificate formerly representing such Series D-1 ShareExchange Ratio. (c) If, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such (and as permitted by Sections 5.01 and/or 5.02), the outstanding Shares or such Series D-1 Shares shares of Viacom Class B Common Stock shall cease to have any rights with respect theretobeen increased, except the right to receive the Merger Consideration therefor upon the surrender decreased, changed into or exchanged for a different number or class of such certificate in accordance with this Agreementshares or securities as a result of a reorganization, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any recapitalization, reclassification, stock dividend, stock split, reverse stock split, stock dividend (including any dividend combination or distribution exchange of securities convertible into Shares), reorganization, recapitalization shares or other like similar change with respect to Sharesin capitalization, occurring (or for which a record date is established) after the date of this Agreement then an appropriate and prior proportionate adjustment shall be made to the Effective TimeExchange Ratio.

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 holders of any securities of Purchaser Company or the Company:Company Stockholders (other than any requisite approval of the principal terms of the Merger by the Company Stockholders in accordance with the DGCL): (a) Each Company Share held in treasury and each Company Share that is owned, 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 Share issued and outstanding immediately prior to the Effective Time (other than Company Shares to be cancelled in accordance with Section 3.01(a)), shall (i) be converted and exchanged automatically into the right to receive 0.27 shares of Parent Common Stock (such ratio, the “Exchange Ratio”), payable to the holder thereof, in accordance with Section 3.02, (ii) no longer be outstanding, (iii) automatically be cancelled and (iv) cease to exist. Each holder of any such converted and cancelled Company Share shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest. The Company Shares that are to be so converted into the right to receive the Merger Consideration are referred to herein as the “Merger Shares.” (c) Each issued and outstanding share of capital stock common stock, par value $0.01 per share, of Purchaser Merger Sub shall be converted into and become one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 the Parties or the holders of any Shares or securities of Purchaser Parent or the CompanyMerger Sub: (a) Each Share issued and outstanding share of capital stock of Purchaser shall immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.1(b)) will be cancelled and extinguished and be converted into the right to receive $33.00 in cash, without interest, payable to the holder of each Share (the “Merger Consideration”) upon surrender of either certificates formerly representing such Shares (“Certificates”) or any book-entry Shares (“Book-Entry Shares”) in the manner provided in Section 2.2. All such Shares, when so converted, will no longer be outstanding and become will be automatically cancelled, retired and cease to exist. Each holder of Certificates or Book-Entry Shares will cease to have any rights with respect to Shares represented thereby, except the right to receive the Merger Consideration for such Shares upon the surrender of such Certificate or Book-Entry Share in accordance with Section 2.2, without interest. (b) Each (i) share held in the treasury of the Company, (ii) Share owned by Parent or any direct or indirect wholly owned Subsidiary of Parent immediately before the Effective Time, and (iii) Dissenting Share will be cancelled and extinguished, and no payment or other consideration will be made with respect to such shares subject, in the case of Dissenting Shares, to the right of the holder thereof to receive any payment under Section 2.4. (c) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately before the Effective Time will thereafter represent one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Parent, Merger Sub, the Company or the holders of any Shares or securities of Purchaser Parent or the CompanyMerger Sub: (a) Each Share issued and outstanding share of capital stock of Purchaser shall immediately before the Effective Time (other than any Shares to be cancelled pursuant to Section 2.1(b) and any Dissenting Shares) will be cancelled and extinguished and be converted into the right to receive $24.00 in cash payable to the holder of such Share, without interest (the “Merger Consideration”), upon surrender of the certificate formerly representing such Share (a “Certificate”) in the manner provided in Section 2.2. All such Shares, when so converted, will no longer be outstanding and become will be automatically cancelled, retired and cease to exist. Each holder of a Certificate representing any such Shares will 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 2.2, without interest. Table of Contents (b) Each Share held in the treasury of the Company and each Share owned by Parent or any direct or indirect wholly-owned Subsidiary of Parent or the Company immediately before the Effective Time will be cancelled and extinguished, and no payment or other consideration will be made with respect to such Shares. (c) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately before the Effective Time will thereafter represent one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.

Conversion of Securities. At (a) If the A Shareholder Approval shall have been obtained, at the Effective Time, by virtue of the AT&T Broadband Merger and without any action on the part of any of the parties hereto or the holders of any securities of Purchaser or the Companyfollowing securities: (ai) Each issued and outstanding share of capital stock of Purchaser AT&T Broadband Merger Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.01 .01 per share, of the AT&T Broadband Surviving CorporationCorporation ("AT&T Broadband Surviving Corporation Common Stock"). (bii) Any shares Each share of Company AT&T Broadband Common Stock held in the treasury of AT&T Broadband immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment shall be made with respect thereto. (iii) Subject to Sections 4.02(e), 4.03(a) and 4.04(a), each issued and outstanding share of AT&T Broadband Common Stock that are owned by the Company as treasury stock is issued and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal outstanding immediately prior to the Offer Price payable upon surrender, in the manner provided in this Agreement, Effective Time (excluding any shares of AT&T Broadband Common Stock canceled pursuant to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares4.01(a)(ii)) shall be converted into the right to receive an amount the Exchange Ratio of cash equal to the product a fully paid and nonassessable share of Parent Class A Common Stock. As of the number of Effective Time, all such shares of Company AT&T Broadband Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder owner of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shares of AT&T Broadband Common Stock shall cease to have any rights with respect thereto, except the right to receive certificates representing the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions to the extent provided in Section 4.02(c) to be issued or paid in consideration therefor, without interest. (b) If the A Shareholder Approval shall have been obtained, at the Effective Time, by virtue of the Comcast Merger Consideration therefor and without any action on the part of any of the parties hereto or the holders of any of the following securities: (i) Each issued and outstanding share of capital stock of Comcast Merger Sub shall be converted into and become a number of fully paid and nonassessable shares of Common Stock, par value $.01 per share, of the Comcast Surviving Corporation ("Comcast Surviving Corporation Common Stock") such that all of such shares of Comcast Surviving Corporation Common Stock, together with the shares of Comcast Surviving Corporation Common Stock issuable upon conversion of the shares of Comcast Common Stock held by Comcast Shareholder pursuant to Section 4.01(e), equal 100 shares of Comcast Surviving Corporation Common Stock. (ii) Each share of Comcast Common Stock held in the treasury of Comcast immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment shall be made with respect thereto. (iii) Subject to Sections 4.01(e) and 4.02(e), each issued and outstanding share of Comcast Class A Common Stock, Comcast Class B Common Stock and Comcast Class A Special Common Stock that is issued and outstanding immediately prior to the Effective Time (excluding any of such shares of Comcast Common Stock canceled pursuant to Section 4.01(b)(ii)) shall be converted into the right to receive one fully paid and nonassessable share of Parent Class A Common Stock, Parent Class B Common Stock and Parent Class A Special Common Stock, respectively. As of the Effective Time, all such shares of Comcast Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such shares of Comcast Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such certificate Certificates, certificates representing the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions to the extent provided in Section 4.02(c) to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with this AgreementSection 4.02, without interest. (c) If the A Shareholder Approval shall not have been obtained, at the Effective Time, by virtue of the AT&T Broadband Merger and without any action on the part of any of the parties hereto or the holders of any of the following securities: (i) Each issued and outstanding share of capital stock of AT&T Broadband Merger Sub shall be converted into and become one fully paid and nonassessable share of AT&T Broadband Surviving Corporation Common Stock. (ii) Each share of AT&T Broadband Common Stock held in the treasury of AT&T Broadband immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment shall be made with respect thereto. (iii) Subject to Sections 4.02(e), 4.03(b) and 4.04(b), each issued and outstanding share of AT&T Broadband Common Stock that is issued and outstanding immediately prior to the Effective Time (excluding any shares of AT&T Broadband Common Stock canceled pursuant to Section 4.01(c)(ii)) shall be converted into the right to receive the Exchange Ratio of a fully paid and nonassessable share of Parent Class C Common Stock. As of the Effective Time, all such shares of AT&T Broadband Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each owner of any such shares of AT&T Broadband Common Stock shall cease to have any rights with respect thereto, except the right to receive certificates representing the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions to the extent provided in Section 4.02(c) to be issued or paid in consideration therefor, without interest. (d) The If the A Shareholder Approval shall not have been obtained, at the Effective Time, by virtue of the Comcast Merger Consideration and without any action on the part of any of the parties hereto or the holders of any of the following securities: (i) Each issued and outstanding share of capital stock of Comcast Merger Sub shall be adjusted converted into and become a number of fully paid and nonassessable shares of Comcast Surviving Corporation Common Stock such that all of such shares of Comcast Surviving Corporation Common Stock, together with the shares of Comcast Surviving Corporation Common Stock issuable upon conversion of the shares of Comcast Common Stock held by Comcast Shareholder pursuant to reflect Section 4.01(e), equal 100 shares of Comcast Surviving Corporation Common Stock. (ii) Each share of Comcast Common Stock held in the treasury of Comcast immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment shall be made with respect thereto. (iii) Subject to Sections 4.01(e) and 4.02(e), each issued and outstanding share of Comcast Class A Common Stock, Comcast Class B Common Stock and Comcast Class A Special Common Stock that is issued and outstanding immediately prior to the Effective Time (excluding any of such shares of Comcast Common Stock canceled pursuant to Section 4.01(d)(ii)) shall be converted into the right to receive one fully paid and nonassessable share of Parent Class A Common Stock, Parent Class B Common Stock and Parent Class A Special Common Stock, respectively. As of the Effective Time, all such shares of Comcast Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such shares of Comcast Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such Certificates, certificates representing the shares of Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions to the extent provided in Section 4.02(c) to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 4.02, without interest. (e) In lieu of receiving the consideration payable pursuant to Section 4.01(b) or 4.01(d) upon conversion of its shares of Comcast Common Stock in the Comcast Merger, Comcast Shareholder (or any successor by merger to Comcast Shareholder) may elect to merge with Parent immediately prior to the Effective Time in a transaction in which the members of Comcast Shareholder (or such successor), in exchange for all of their outstanding membership or other equity interests in Comcast Shareholder (or such successor), would receive in the aggregate the same consideration that Comcast Shareholder (or such successor) would have received pursuant to Section 4.01(b) or 4.01(d), as the case may be, upon conversion of its shares of Comcast Common Stock in the Comcast Merger. If Comcast Shareholder (or such successor) elects to effect the foregoing merger, then at the time of such merger (i) Comcast Shareholder (or such successor) shall have no assets other than shares of Comcast Common Stock and no liabilities other than possible de minimis liabilities, (ii) each issued and outstanding share of Comcast Common Stock owned by Comcast Shareholder (or such successor) shall be converted into and become a number of fully paid and nonassessable shares of Comcast Surviving Corporation Common Stock such that all of such shares of Comcast Surviving Corporation Common Stock, together with the shares of Comcast Surviving Corporation Common Stock issuable upon conversion of the shares of Comcast Merger Sub capital stock pursuant to Section 4.01(b)(i) or 4.01(d)(i), as the case may be, equal 100 shares of Comcast Surviving Corporation Common Stock and (iii) Comcast Shareholder shall provide an indemnity that is reasonably satisfactory to AT&T and Comcast pursuant to which one or more members of Comcast Shareholder (which shall include at a minimum any member or members (on a joint and several basis) who acquire the shares of Parent Class B Common Stock pursuant to the merger contemplated by this Section 4.01(e)) agrees to indemnify Parent in respect of any reclassification, stock split, reverse split, stock dividend liabilities (including any dividend tax liabilities) of Comcast Shareholder or distribution of securities convertible into Sharesarising in connection with the transactions under this Section 4.01(e). (f) If, reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after between the date of this Agreement and prior to the Effective Time, the outstanding shares of Comcast Common Stock, AT&T Common Stock or AT&T Broadband Common Stock shall have been changed into a different number of shares, by reason of any stock dividend (other than to create the number of shares of AT&T Broadband Common Stock necessary to effect the Distribution and, if the QUIPS Exchange occurs, the QUIPS Exchange or otherwise as a result of the Separation and Distribution), subdivision, split or combination of shares, the consideration payable pursuant to Section 4.01 will, if appropriate, be correspondingly adjusted to reflect such stock dividend, subdivision, split or combination of shares. (g) For purposes of Sections 4.01(a)-(d), (i) any share of Comcast Common Stock held by any Comcast Subsidiary will not be treated as a share of Comcast Common Stock held in the treasury of Comcast and (ii) any share of AT&T Broadband Common Stock held by any AT&T Broadband Subsidiary will not be treated as a share of AT&T Broadband Common Stock held in treasury of AT&T Broadband.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Purchaser or the Company: (a) Each issued and outstanding share of capital stock of Purchaser Purchaser, and any Share owned by a Subsidiary of Parent other than Purchaser, shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 .01 per share, of the Surviving Corporation. (b) Any shares of Company Common Stock Shares that are owned by the Company as treasury stock stock, and any Shares or Series D-1 Shares owned by Parent, Parent or Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. Any Shares that are owned by a Subsidiary of the Company shall remain outstanding, with appropriate adjustment to the number thereof to preserve such Subsidiary’s relative percentage ownership. (c) Each (i) issued and outstanding Share (other than (xi) Shares to be converted into common stock of the Surviving Corporation in accordance with Section 2.7(a), (ii) Shares to be canceled or to remain outstanding in accordance with Section 2.7(b) and (yiii) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable to the holder thereof upon surrender, in the manner provided in this AgreementAgreement and subject to Section 2.8(g), to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.

Conversion of Securities. At (i) Except as otherwise provided in Section 2.2(b) each share of Company Stock issued and outstanding immediately prior to the Effective TimeTime (other than any Dissenting Shares (as defined below)), by virtue of the Merger and without any action on the part of the holders of any securities of Purchaser or the Companyshall be converted as follows: (aA) Each each share of Company Preferred Stock issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of immediately prior to the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), Effective Time shall be converted into the right to receive an amount of cash equal receive, subject to Sections 2.6 and 2.7, the applicable Per Share Preferred Consideration (with the aggregate Merger Consideration payable to each Company Stockholder rounded up to the Offer Price nearest cent), payable to the holder thereof, without interest, upon surrender, the surrender of the certificate representing such share in accordance with the terms hereof and in the manner provided in this Agreement, herein; and (B) each share of Company Common Stock issued and outstanding immediately prior to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share Effective Time (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Unvested Restricted Shares) shall be converted into the right to receive an amount of cash equal receive, subject to Sections 2.6 and 2.7, the Per Share Common Consideration (with the aggregate Merger Consideration payable to each Company Stockholder rounded up to the product nearest cent), payable to the holder thereof, without interest, upon the surrender of the number of shares of Company Common Stock into which certificate representing such Series D-1 Shares are convertible pursuant to and share in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, terms hereof and in the manner provided in this Agreementherein. (ii) From and after the Effective Time, to the holder each such converted share of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, Company Stock shall no longer be outstanding and shall be automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any formerly representing each such Shares or such Series D-1 Shares share shall cease to have any rights with respect thereto, except the right to receive (subject to the Merger terms of this Agreement) the portion of the Total Cash Consideration therefor payable with respect to such Company Stockholder with respect to such share, if any, without interest, upon the surrender of such certificate in accordance with this Agreementthe terms hereof and in the manner provided herein, without interestor the right, if any, to receive payment from the Surviving Corporation of the “fair value” or “fair market value” of such Dissenting Shares as determined in accordance with the applicable provisions of the DGCL. (diii) The Merger Consideration shall be adjusted to reflect fully Section 2.2(a)(iii) of the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change Company Disclosure Schedule sets forth the following information with respect to Shareseach holder of Company Stock: (A) the Company Stock held by such holder; (B) the aggregate Merger Consideration to be paid to such holder, occurring (or for which a record date is established) after if any, in accordance with the terms hereof and in the manner provided herein in respect of all of the shares of Company Common Stock and shares of Company Preferred Stock owned by such holder as of the date of this Agreement hereof and immediately prior to the Effective Time, subject to withholding for Taxes as described in Section 2.8; provided, however, that Company shall update such calculation two (2) Business Days prior to the expected Closing Date to give effect to any changes in such calculation required as a result of the passage of time between the date hereof and the Effective Time and the final determination of the amounts and matters that are relevant components of such calculation, including the Total Cash Consideration; (C) that pro rata portion of such holder’s aggregate Merger Consideration to be delivered to the Escrow Agent (as defined in Section 2.6) pursuant to Section 2.6 as part of the Escrow Amount (such amount, with respect to each such holder, the “Aggregate Allocable Portion of the Escrow Amount”); provided, however, that Company shall update such calculation two (2) business days prior to the expected Closing Date to give effect to any changes in such calculation required as a result of the passage of time between the date hereof and the Effective Time and the final determination of the amounts and matters that are relevant components of such calculation, including the Total Cash Consideration; and (D) the mailing address of such holder.

Conversion of Securities. At As of the Effective Time, by virtue of the Merger and without any action on the part of MotivePower, WABCO or the holders of any securities of Purchaser or the CompanyConstituent Corporations: (a) Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Any All shares of Company WABCO Common Stock that are held in the treasury of WABCO or by any wholly-owned Subsidiary of WABCO and any shares of WABCO Common Stock owned by the Company as treasury stock and MotivePower or by any Shares or Series D-1 Shares wholly-owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company MotivePower shall be automatically canceled and shall cease to exist cancelled and no capital stock of MotivePower or other consideration shall be delivered in exchange therefor. (cb) Each (i) Share Subject to the provisions of Sections 1.8 and 1.10 hereof, each share of WABCO Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) Shares shares to be canceled cancelled in accordance with Section 2.7(b) and (y) any Dissenting Shares1.5(a), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into 1.30 (such number being the right to receive an amount of cash equal to the product of the number of "Exchange Ratio") validly issued, fully paid and nonassessable shares of Company MotivePower Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”)Stock. All such Shares and Series D-1 Sharesshares of WABCO Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, retired and each holder of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 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 MotivePower Common Stock 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 in accordance with this Agreement, without interestSection 1.6. (dc) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend All WABCO Stock Options (including any dividend or distribution of securities convertible into Sharesas defined in Section 2.2(a), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to outstanding at the Effective TimeTime shall become options to purchase MotivePower Common Stock pursuant to Section 5.13.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holders Company, Fund or any holder of any securities shares of Purchaser or the Companycapital stock of Fund: (a) (i) Each issued and outstanding share of capital stock Company Stock that is owned by the Company or held in the treasury of Purchaser the Company or of any of its Subsidiaries shall be converted into canceled and become one retired and cease to exist and no consideration shall be paid or delivered in exchange therefore and (1ii) validly issued, fully each share of Fund Stock that is owned by Fund or held in the treasury of Fund or of any of its Subsidiaries shall be canceled and retired and cease to exist and no consideration shall be paid and nonassessable or delivered in exchange therefore. (b) Each share of common stock, par value $0.01 0.00001 per share, share of the Surviving Corporation. Fund (b) Any shares of Company “Fund Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting SharesStock”) shall be converted into the right to receive an amount .1278 validly issued, fully paid and non-assessable shares of cash equal Class A Common Stock; provided, however, if a holder of Fund Common Stock also holds Series A Preferred Stock, par value $.001 per share, of Fund (“Fund Preferred Stock”) then each share of Fund Common Stock held by such holder shall be converted into the right to receive .1278 validly issued, fully paid and non-assessable shares of Class B Common Stock (for the avoidance of doubt the Fund Preferred Stock held by such holder shall be cancelled). (c) Each share of Company Stock issued and outstanding immediately prior to the product Effective Time shall be converted into the right to receive one validly issued, fully paid and non-assessable share of Class A Common Stock. (d) At the number of Effective Time, all shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Fund Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any representing such Shares shares of Company Stock or such Series D-1 Shares Fund Stock shall cease to have any rights with respect thereto, except the right to receive the portion of the Merger Consideration therefor upon the surrender Price payable in respect of such certificate in accordance with this Agreement, without interestholder’s shares of Company Stock or Fund Stock. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each Company Share issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of immediately prior to the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) any Company Shares to be canceled in accordance with pursuant to Section 2.7(b3.6(b) and (y) any Dissenting Company Shares), ) shall be canceled and shall be converted automatically into the right to receive an amount of cash in cash, without interest, equal to the Offer Price Per Share Amount (the “Merger Consideration”) payable to the holder of such Company Share, upon surrender, in the manner provided in Section 3.9. If, between the date of this AgreementAgreement and the Effective Time, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of outstanding shares of Company Common Stock are changed into which such Series D-1 a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall be adjusted to the extent appropriate to give the holders of Company Shares are convertible the same economic effect as contemplated by this Agreement (taking into account any prior adjustments pursuant to and Section 2.1(i)) for all purposes of this Article 3; provided that nothing in accordance this Section 3.6(a) shall be construed to permit the Company to take any action with Section A.5 respect to the Company Shares that is prohibited by this Agreement. (b) Each Company Share held in the treasury of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, Company and each holder Company Share owned by Purchaser, Parent or any direct or indirect wholly owned subsidiary of a certificate which Parent immediately prior to the Effective Time represented shall be canceled and retired without any such Shares conversion thereof, and no payment or such Series D-1 Shares distribution shall cease to have be made and no consideration of any rights kind shall be delivered with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (dc) The Merger Consideration shall be adjusted to reflect fully the effect Each share of any reclassification, common stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement Purchaser issued and outstanding immediately prior to the Effective TimeTime shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of common stock 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, the Purchaser or the holder of any Shares or any shares of capital stock of the Purchaser: (a) Each share of common stock, no par value, of the Purchaser issued and outstanding immediately prior to the Effective Time shall convert into and become one newly issued, fully paid and non-assessable share of common stock of the Surviving Corporation. (b) All shares of the Company Common Stock that are owned by the Company as treasury stock and any shares of Company Common Stock owned by the Parent or the Purchaser immediately prior to the Effective Time (whether pursuant to the Offer or otherwise) shall be cancelled and retired and shall cease to exist, and no payment or distribution shall be made or delivered with respect thereto. (c) Except as otherwise provided in Section 3.4, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be cancelled pursuant to Section 3.1(b) and Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holders of any securities of Purchaser or the Company: (a) Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issuedholder thereof, 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash in cash, payable to the holder thereon, without any interest thereon, equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All At the Effective Time, all such Shares and Series D-1 Shares, when so converted, shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of a certificate which the holders immediately prior to the Effective Time of Shares not represented any such by certificates (“Book Entry Shares”) and the holders of certificates that, immediately prior to the Effective Time, represented Shares or such Series D-1 Shares (the “Certificates”) shall cease to have any rights with respect thereto, except to such Shares other than the right to receive the Merger Consideration therefor receive, upon the surrender transfer of such certificate Book Entry Shares or delivery of such Certificates in accordance with this AgreementSection 3.2, the Merger Consideration, without interestany interest thereon, for each such Share held by them. (d) The If at any time between the Agreement Date and the Effective Time any change in the number of outstanding Shares shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, other than the Merger, the amount of the Merger Consideration as provided in Section 3.1(c) shall be equitably adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Timesuch change.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Acquisition, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each issued and outstanding share of capital common stock of Purchaser Acquisition shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stockCommon Stock, $.01 par value $0.01 per share, of the Surviving Corporation.; (b) Any Each share of Company Common Stock held in the treasury of the Company and each share of Company Common Stock owned by Acquisition or Lucent shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Subject to the provisions of Sections 1.6 and 1.8, each share of Company Common Stock shall be converted into 68.69 (such number as adjusted in accordance with Section 1.6 (the "Exchange Ratio")) validly issued, fully paid and nonassessable shares of Lucent Common Stock, including the corresponding percentage right (the "Right") to purchase junior preferred stock, par value $1.00 per share, pursuant to the Rights Agreement dated as of April 4, 1996, between Lucent and First Chicago Trust Company of New York as Rights Agent so that the 187,500 issued and outstanding shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount 12,878,788 shares of cash equal to the Offer Price payable upon surrender, Lucent Common Stock. All references in the manner provided in this Agreement, Agreement to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares Lucent Common Stock to be canceled received in accordance with Section 2.7(b) and (y) any Dissenting Shares) the Merger shall be converted into deemed from and after the right Effective Time to receive an amount of cash equal to include the product of the number of shares Rights. Each share of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to existretired, and each holder of record of a certificate which immediately prior to the Effective Time represented (representing any such Shares or such Series D-1 Shares shares of Company Common Stock) shall cease to have any rights with respect thereto, except thereto other than (i) the right to receive the Merger Consideration shares of Common Stock of Lucent to be issued in consideration therefor upon the surrender of such certificate and (ii) any cash, without interest, to be paid in lieu of any fractional share of Lucent Common Stock in accordance with this Agreement, without interestSection 1.8. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Sub, the Company or the holders of any securities of Purchaser or the Company: following securities: (a) Each share of Company Common Stock (together with the right to purchase one-hundredth (1/100th) of a share of Company Preferred Stock (the "RIGHTS")) issued and outstanding share immediately prior to the Effective Time (other than any shares of capital stock of Purchaser Company Common Stock to be cancelled pursuant to Section 3.01(b)) and all rights in respect thereof shall forthwith cease to exist and shall be converted into and become one exchangeable for that number of shares of WAG Common Stock (1the "COMMON EXCHANGE RATIO") validly issuedequal to the quotient of (i) $17.00 divided by (ii) the Closing Date Market Price; provided, fully paid however, that (x) if the Closing Date Market Price is less than $29.00, then the Common Exchange Ratio shall be equal to .5862, and nonassessable (y) if the Closing Date Market Price is more than $36.00, then the Common Exchange Ratio shall be equal to .4722; (b) Each share of Company Capital Stock held in the treasury of the Company and each share of Company Capital Stock owned by WAG or Parent (in each case, together with any Rights) or of the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto; and (c) Each share of common stock, par value $0.01 per share, of the Surviving Corporation. Merger Sub (b"MERGER SUB COMMON STOCK") Any shares of Company Common Stock that are owned by the Company as treasury stock issued and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares and all rights in respect thereof shall forthwith cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration exist and shall be adjusted to reflect converted into and become exchangeable for one newly and validly issued, fully paid and nonassessable share of common stock of the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective TimeSurviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Acquisition, SeraNova or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each issued and outstanding share of capital common stock of Purchaser Acquisition shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation.; (b) Any shares Each share of Company Common SeraNova Stock that are held in the treasury of the SeraNova and each share of SeraNova Stock owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company Silverline shall be automatically canceled and shall cease to exist without any conversion thereof and no consideration payment or distribution shall be delivered in exchange therefor.made with respect thereto; and (c) Each (i) Share Subject to the provisions of Sections 1.6 and 2.3, each share of SeraNova Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) Shares to be shares canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares1.5(b), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the 0.35 (such number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and as adjusted in accordance with Section A.5 1.6, the "COMMON STOCK EXCHANGE RATIO", "EXCHANGE RATIO" or "EXCHANGE RATIOS") of a validly issued, fully paid and nonassessable American depository share of Silverline ("SILVERLINE ADS"). As of the Series D-1 Preferred Effective Time, each share of SeraNova Common Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to existretired, and each holder of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 Shares shares of SeraNova Common Stock shall cease to have any rights with respect thereto, except thereto other than (i) the right to receive the Merger Consideration Silverline ADSs to be issued in consideration therefor upon the surrender of such certificate certificate, (ii) any dividends and other distributions in accordance with this AgreementSection 2.2 and (iii) any cash, without interest. (d) , to be paid in lieu of any fractional share of Silverline ADS in accordance with Section 2.3. The Merger Consideration SeraNova Preferred Stock shall be adjusted to reflect fully the effect dealt with in accordance with its certificate of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Timedesignation.

Conversion of Securities. (a) 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 securities of Purchaser or the Companyfollowing securities: (ai) Each each share of Class A Common Stock (each “Class A Common Share”) and each share of Class B Common Stock (each “Class B Common Share” and in any case, each Class A Common Share or Class B Common Share, a “Share”) issued and outstanding immediately prior to the Effective Time (other than any Share to be canceled pursuant to Section 2.01(a)(ii) and any Dissenting Shares) shall be canceled and shall be converted automatically, subject to Section 2.02, into the right to receive $13.25 in cash, plus the Additional Per Share Consideration (if any), without interest (together, rounded to the nearest ▇▇▇▇▇, the “Merger Consideration”), payable upon surrender, in the manner provided in Section 2.02, of the Certificate that formerly evidenced such Share, subject, however, to the Surviving Corporation’s obligation to pay any dividends declared by the Company in accordance with the terms of this Agreement with a record date prior to the Effective Time that have not been paid by the Company prior to the Effective Time; (ii) each Share held in the treasury of the Company and each Share owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (iii) each share of capital stock common stock, par value $0.01 per share, of Purchaser Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and nonassessable share of common stockClass A Common Stock, no 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 the holders of any securities of Purchaser or the Company: (a) Each (i) issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving CorporationCorporation and (ii) Share owned by a Subsidiary of the Company or a Subsidiary of Parent other than Purchaser, shall be converted into and become a number of validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of the Surviving Corporation that is proportionate to such converted Share’s percentage of the total equity of the Company immediately prior to the Effective Time. (b) Any shares of Company Common Stock Shares that are owned by the Company as treasury stock stock, and any Shares or Series D-1 Shares owned by Parent, Parent or Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) issued and outstanding Share (other than (xi) Shares to be converted into common stock of the Surviving Corporation in accordance with Section 2.7(a), (ii) Shares to be canceled in accordance with Section 2.7(b) and (yiii) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price Price, without interest, payable upon surrender, to the holder thereof in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and Agreement (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares (“Certificate”) or such Series D-1 non-certificated Shares represented by book-entry (“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 Certificate or Book-Entry Shares in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Sub, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each share of common stock, par value $0.01 per share, of the Company (“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 2.06(b) or to remain outstanding pursuant to Section 2.06(c) and other than any Dissenting Shares and shares of Company Restricted Stock) shall be canceled and shall be converted automatically into the right to receive an amount in Cash equal to $16.50 per share of capital stock Company Common Stock (the “Merger Consideration”), payable, without interest, to the holder of Purchaser such share of Company Common Stock, upon surrender, in the manner provided in Section 2.10, of the certificate that formerly evidenced such share of Company Common Stock or such share of Company Common Stock in non-certificated book-entry form (either case being referred to herein, to the extent applicable, as a “Certificate”); (b) Each share of Company Common Stock held in the treasury of the Company or owned immediately prior to the Effective Time by any Company Subsidiary shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; (c) Each share of Company Common Stock held of record or beneficially owned by Parent or any of its subsidiaries shall remain outstanding as a share of common stock, par value $0.01 per share, of the Surviving Corporation; and (d) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.

Conversion of Securities. At As of the Effective Time, by virtue of the Merger Date and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the securities of Purchaser or any of these corporations, each of the Companyfollowing shall occur: (ai) Each After giving effect to a three for one forward split of Parent’s currently issued and outstanding common stock (the “Share Split”), each share of capital stock of Purchaser AMHN Common Stock issued and outstanding immediately prior to the Effective Date shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Any 13,693.689 shares of Company Parent Common Stock that are owned by (the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares“Conversion Ratio”), shall be converted into the right to receive an amount aggregate of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”)13,693.689 shares. All such Shares and Series D-1 Shares, when so converted, shares of AMHN Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder upon the execution and delivery of a certificate assignment of rights, acknowledged by a licensed notary public, to receive certificates of AMHN in accordance with the provisions of Section 4 hereof, certificates evidencing such number of shares of Parent Common Stock, respectively, into which such shares of AMHN Common Stock were converted. The holders of rights to receive shares of AMHN Common Stock outstanding immediately prior to the Effective Time represented Date shall receive their respective shares of Parent Common Stock. All shares issued to the holders of the capital stock of the Company will be subject to certain restrictions on any such Shares sale, assignment, transfer, encumbrance or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender other manner of such certificate in accordance with this Agreement, without interest.disposition as more fully set forth below; (dii) The Merger Consideration shall be adjusted to reflect fully Any shares of capital stock of AMHN held in the effect treasury of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and Company immediately prior to the Effective Time.Date shall automatically be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto; (iii) Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Date shall remain in existence as one share of common stock of the Surviving Corporation, which shall be owned by Parent;

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders Company, Parent, Merger Sub or any holder of any securities Shares or any capital stock of Purchaser or the CompanyMerger Sub: (ai) Each Subject to this Article III, each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 3.01(a)(ii) and Dissenting Shares referred to in Section 3.02) shall be converted into the right to receive, at the election of the holder, (A) $84.00 in cash, without interest but subject to proration as described below (the "Cash Merger Consideration") or (B) 0.8498 shares of Parent Stock (the "Stock Merger Consideration" and, together with the Cash Merger Consideration, the "Merger Consideration"), subject to proration as described below, payable upon the surrender of the Certificates (as defined in Section 3.03(b)). From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such Certificate in accordance with Section 3.03, the Merger Consideration pursuant to this Section 3.01(a), any cash paid in respect of fractional shares payable pursuant to Section 3.03(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.03(c), without interest. (ii) All Shares that are (A) held by the Company as treasury shares or (B) owned by Parent or any wholly-owned Subsidiary of Parent, in each case, immediately prior to the Effective Time, shall be cancelled and retired and shall cease to exist, and no cash, securities of Parent or other consideration shall be delivered in exchange therefor. (iii) Each share of capital stock common stock, par value $0.01 per share, of Purchaser Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease Subject to exist and no consideration shall be delivered in exchange therefor. subparagraphs (c) Each through (g) below, each holder of Shares shall be entitled to elect (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into Shares which such Series D-1 Shares are convertible pursuant holder desires to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except exchange for the right to receive the Cash Merger Consideration therefor upon (a "Cash Merger Election"), and (ii) the surrender number of Shares which such certificate in accordance with this Agreement, without interest. (d) The holder desires to exchange for the right to receive Stock Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time."

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 Parent, Merger Sub, the Company or the holders of any securities of Purchaser Merger Sub or the Company: (a) MERGER CONSIDERATION. Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. Company (b"COMPANY COMMON STOCK") Any issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled cancelled in accordance with Section 2.7(b) and (y) any 1.7(c), the Dissenting Shares), and the shares of Company Common Stock beneficially owned by Parent or any direct or indirect wholly owned Subsidiary of the Company, which shall remain outstanding except that the number of such shares owned by Parent or such Subsidiaries shall be adjusted in the Merger to maintain relative ownership percentages) shall automatically be converted into the right to receive an amount $25.00 per share plus the amount, if any, of the Pro Rata Dividend, in cash equal without interest (the "MERGER CONSIDERATION"), payable to the Offer Price payable holder of such shares of Company Common Stock, upon surrender, in the manner provided in this AgreementSection 1.8, to the holder of the certificate that formerly representing evidenced such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount share of cash equal to the product of the number of Company Common Stock. All such shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 SharesStock, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 Shares shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor therefor, without interest, upon the surrender of such certificate in accordance with this Agreement, without interestSection 1.8. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders any holder thereof, each limited liability company interest of any securities of Purchaser or the Company: (a) Each Merger Sub that is issued and outstanding share of capital stock of Purchaser immediately prior to the Effective Time shall be converted into remain issued and become one (1) validly issued, fully paid outstanding and nonassessable share of common stock, par value $0.01 per share, continue as a limited liability company interest of the Surviving CorporationCompany. (b) Any shares of Company Common Stock that are owned At the Effective Time, by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary virtue of the Company Merger and without any action on the part of Merger Sub or Nexus, all of the issued and outstanding Membership Interests held by a Person immediately prior to the Effective Time shall be automatically canceled and shall cease be converted automatically into the right to exist receive, subject to the other terms and no consideration shall be delivered in exchange therefor. (c) Each conditions of this Agreement, (i) Share a Pro Rata Portion of the Closing Payment Amount, (other than (xii) Shares to be canceled a Pro Rata Portion of the amount, if any, of the Merger Consideration Surplus in accordance with Section 2.7(b2.8(d)(ii), (iii) a Pro Rata Portion of the Sonat Cash Payment, if applicable, and (yiv) any Dissenting Shares)a Pro Rata Portion of all amounts, shall be converted into if any, distributable to Member from the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible Escrow Fund pursuant to Article XI and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest Escrow Agreement (collectively, the “Merger Consideration”). All such Shares From and Series D-1 Sharesafter the Effective Time, when so converted, shall no longer be the holders of Membership Interests outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, to such Membership Interests except for the right to receive the Merger Consideration therefor upon the surrender in respect of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend Membership Interests and except as otherwise provided herein or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to by applicable Laws. At the Effective Time, the transfer books of Nexus shall be closed and, thereafter, there shall be no further registration of transfers of membership interests of Nexus on the records of Member.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.1(b), Shares owned by Sub or any other wholly-owned Subsidiary of Parent or of the Company which shall remain outstanding and any Dissenting Shares) shall be cancelled, extinguished and converted automatically into the right to receive an amount equal to $2.76 per share in cash (the “Merger Consideration”) payable to the holder thereof, without interest, upon surrender of the certificate that prior to the Merger represented such Share in the manner provided in Section 2.4, less any required withholding taxes. (b) Each Share held in the treasury of the Company and each Share owned by Parent immediately prior to the Effective Time shall be cancelled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto. (c) Each share of capital common stock of Purchaser Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, Common Stock of the Surviving Corporation. (bd) Any shares of Company Common Stock that are owned by If after the Company as treasury stock date hereof and any Shares on or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 the outstanding Shares shall cease to have be changed by reason of any rights exercise of warrants, reclassification, recapitalization, split-up, combination or exchange of shares, or any dividend payable in stock or other securities shall be declared thereon with respect theretoa record date within such period, except or any similar event shall occur, the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully appropriately adjusted. No adjustment shall be required for the effect exercise of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after Company Stock Options outstanding on the date of this Agreement and prior hereof to the Effective Timeextent such options are disclosed in Section 3.2(a)(ii) of the Company Disclosure Schedule.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holders Purchaser, the Company, the Surviving Corporation or the holder of any securities of Purchaser or the Companyfollowing securities: (a) Each share of Common Stock, $.01 par value per share of the Company (the "Shares"), issued and outstanding share of capital stock of immediately prior to the Effective Time (other than Shares to be cancelled pursuant to Section 1.6(b) hereof, Shares held by the continuing shareholders set forth on Schedule 1.6(a) hereto, as such Schedule may be amended by Parent and Purchaser from time to time, and, subject to Section 1.6(d) and Section 1.8 hereof, any Dissenting Shares (as hereinafter defined)), shall be cancelled and extinguished and be automatically converted into and become one a right to receive $5.00 per share in cash (1the "Per Share Merger Consideration") validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, upon surrender in the manner provided in Section 1.9 of the Surviving Corporationcertificate that evidenced the Shares (the "Certificate"). (b) Any shares Each Share which is issued and held in the treasury of the Company Common Stock that are immediately prior to the Effective Time or issued and outstanding and owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, the Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled cancelled and shall cease to exist retired, and no consideration payment shall be delivered in exchange thereformade with respect thereto. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount share of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder capital stock of the certificate formerly representing such Share, without interest Purchaser issued and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease be converted into capital stock of the Surviving Corporation with the same rights and terms as immediately prior to have any rights with respect theretothe Merger, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interestas otherwise provided by agreement between Purchaser and its capital stock holders. (d) The Merger Consideration holders of Dissenting Shares (as hereinafter defined), if any, shall be adjusted entitled to reflect fully payment for such Shares only to the effect 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 reclassification, stock split, reverse split, stock dividend (including any dividend or distribution holder of securities convertible into Shares), reorganization, recapitalization or other like change with respect Dissenting Shares shall forfeit such right to payment of the fair cash value of such Shares, occurring (or for which a record date is established) after the date such Shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of this Agreement and prior to the Effective Time, the right to receive the Per Share Merger Consideration provided in Section 1.6(a).

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 Companyfollowing securities: (a) Each share of Company Common Stock (together with the right to purchase one-hundredth (1/100th) of a share of Company Preferred Stock (the "RIGHTS")) issued and outstanding share immediately prior to the Effective Time (other than any shares of capital stock of Purchaser Company Common Stock to be cancelled pursuant to Section 3.01(b)) and all rights in respect thereof shall forthwith cease to exist and shall be converted into and become one exchangeable for that number of shares of WAG Common Stock (1the "COMMON EXCHANGE RATIO") validly issuedequal to the quotient of (i) $17.00 divided by (ii) the Closing Date Market Price; provided, fully paid however, that (x) if the Closing Date Market Price is less than $29.00, then the Common Exchange Ratio shall be equal to .5862, and nonassessable (y) if the Closing Date Market Price is more than $36.00, then the Common Exchange Ratio shall be equal to .4722; (b) Each share of Company Capital Stock held in the treasury of the Company and each share of Company Capital Stock owned by WAG or Parent (in each case, together with any Rights) or of the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto; and (c) Each share of common stock, par value $0.01 per share, of the Surviving Corporation. Merger Sub (b"MERGER SUB COMMON STOCK") Any shares of Company Common Stock that are owned by the Company as treasury stock issued and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares and all rights in respect thereof shall forthwith cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration exist and shall be adjusted to reflect converted into and become exchangeable for one newly and validly issued, fully paid and nonassessable share of common stock of the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective TimeSurviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Conseco, Acquisition, Exl or the holders of any securities of Purchaser or the CompanyConstituent Corporations: (a) Each issued and outstanding share of capital stock common stock, par value $.001 per share, of Purchaser Acquisition shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation. (b) Any All shares of Company common stock, par value $.001 per share, of Exl ("Common Stock Stock") that are held in the treasury of Exl or by any wholly owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company Exl shall be automatically canceled and shall cease to exist cancelled and no capital stock of Conseco or other consideration shall be delivered in exchange therefor. (c) Each (i) Share Subject to the provisions of Sections 2.7 and 2.8 hereof, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) Shares shares to be canceled cancelled in accordance with Section 2.7(b) and (y) any Dissenting Shares2.4(b), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into 0.2857 (such number being the right to receive an amount of cash equal to the product of the number of "Exchange Ratio") validly issued, fully paid and nonassessable shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest Conseco (collectively, the “Merger Consideration”"Conseco Common Stock"). All such Shares and Series D-1 Sharesshares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, retired and each holder of a certificate which immediately prior to the Effective Time represented any representing such Shares or such Series D-1 Shares shares (a "Common Stock Certificate") shall cease to have any rights with respect thereto, except the right to receive (i) any dividends and other distributions in accordance with Section 2.6, (ii) certificates representing the Merger Consideration therefor shares of Conseco Common Stock into which such shares are converted and (iii) 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 this Agreement, without interestSection 2.5. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 any party hereto or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each share of the Common Stock issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of immediately prior to the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) Shares any shares of Common Stock to be canceled in accordance with pursuant to Section 2.7(b3.01(b) and (y) any Dissenting SharesShares (as defined below), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of $3.53 in cash equal (or any higher price that may be paid per share pursuant to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 ShareAmended Offer), without interest (collectively, the “Merger Consideration”"MERGER CONSIDERATION"). All such Shares and Series D-1 SharesAt the Effective Time, when so converted, each share of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented previously evidencing any such Shares or such Series D-1 Shares share (other than shares to be canceled pursuant to Section 3.01(b) and any Dissenting Shares) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Merger Consideration therefor receive, upon the surrender of such certificate in accordance with this Agreementthe provisions of Section 3.02, without interest. (d) an amount in cash per share equal to the Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect holders of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution such certificates previously evidencing such shares of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and Common Stock outstanding immediately prior to the Effective TimeTime shall cease to have any rights with respect to such shares of Common Stock except as otherwise provided herein or by law. (b) Each share of capital stock of the Company (i) held in the treasury of the Company or by any wholly owned subsidiary of the Company or (ii) owned by members of the Buyout Group shall automatically be canceled, retired and cease to exist without any conversion thereof and no payment or distribution shall be made with respect thereto. (c) Each share of common stock of UDC Acquisition outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 2.06(b), Shares held by CTI PET Systems, Inc. ("CPS") and any Dissenting Shares (as defined below)) shall be canceled and shall be converted automatically into the right to receive an amount equal to the Merger Consideration payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.11, of the certificate that formerly evidenced such Share; (b) each Share held in the treasury of the Company and each Share owned by Purchaser, Parent or any direct or indirect subsidiary of Parent or of the Company (except CPS) immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (i) each share of capital stock common stock, no par value per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, no par value $0.01 per share, of the Surviving Corporation. Corporation (b"Surviving Corporation Shares") Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 each Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied held by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which CPS immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted converted into and exchanged for such number of Surviving Corporation Shares (rounded up to reflect fully the effect next whole Surviving Corporation Share) that results in CPS holding the same proportion of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after outstanding Surviving Corporation Shares at the date of this Agreement and 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 the Parent Parties, the Company or the holders of any Shares or securities of Purchaser or the CompanyParent Parties: (a) Each Share issued and outstanding share of capital stock of Purchaser shall immediately prior to the Effective Time (other than any Shares to be cancelled pursuant to Section 2.1(b)) will be cancelled and extinguished and be converted into the right to receive $35.00 in cash, without interest, payable to the holder of each Share (the “Merger Consideration”) upon surrender of either certificates formerly representing such Shares (“Certificates”) or any book-entry Shares (“Book-Entry Shares”) in the manner provided in Section 2.2. All such Shares, when so converted, will no longer be outstanding and become will be automatically cancelled, retired and cease to exist. Each holder of Certificates or Book-Entry Shares will 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 or Book-Entry Share in accordance with Section 2.2, without interest. (b) Each (i) Share held in the treasury of the Company, (ii) Share owned by Ultimate Parent or any direct or indirect wholly owned Subsidiary of Ultimate Parent immediately before the Effective Time, and (iii) Dissenting Share will be cancelled and extinguished, and no payment or other consideration will be made with respect to such shares subject, in the case of Dissenting Shares, to the right of the holder thereof to receive any payment under Section 2.4. (c) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately before the Effective Time will thereafter represent one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders Company, Parent, Merger Sub or any holder of any securities Shares or any capital stock of Purchaser or the CompanyMerger Sub: (ai) Each Subject to this Article III, each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 3.01(a)(ii) and Dissenting Shares referred to in Section 3.02) shall be converted into the right to receive, at the election of the holder, (A) $84.00 in cash, without interest but subject to proration as described below (the “Cash Merger Consideration”) or (B) 0.8498 shares of Parent Stock (the “Stock Merger Consideration” and, together with the Cash Merger Consideration, the “Merger Consideration”), subject to proration as described below, payable upon the surrender of the Certificates (as defined in Section 3.03(b)). From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive, upon surrender of such Certificate in accordance with Section 3.03, the Merger Consideration pursuant to this Section 3.01(a), any cash paid in respect of fractional shares payable pursuant to Section 3.03(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.03(c), without interest. (ii) All Shares that are (A) held by the Company as treasury shares or (B) owned by Parent or any wholly-owned Subsidiary of Parent, in each case, immediately prior to the Effective Time, shall be cancelled and retired and shall cease to exist, and no cash, securities of Parent or other consideration shall be delivered in exchange therefor. (iii) Each share of capital stock common stock, par value $0.01 per share, of Purchaser Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Subject to subparagraphs (c) through (g) below, each holder of Shares shall be entitled to elect (i) the number of Shares which such holder desires to exchange for the right to receive the Cash Merger Consideration (a “Cash Merger Election”), and (ii) the number of Shares which such holder desires to exchange for the right to receive Stock Merger Consideration (a “Stock Merger Election”). Any shares Cash Merger Election or Stock Merger Election shall be referred to herein as a “Merger Election,” and shall be made on a form furnished by Parent for that purpose (a “Form of Merger Election”), which form may be part of the letter of election and transmittal delivered to former Company Common Stock that are owned stockholders promptly following the Merger. Holders of record who hold Shares as nominees, trustees or in other representative capacities may submit multiple Forms of Merger Election on behalf of their respective beneficial holders. Any Shares as to which the holder has not submitted a properly completed Merger Election by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary close of Parent or a Subsidiary of business on the Company Election Deadline shall be automatically canceled deemed to have made no Merger Election and shall cease to exist and no consideration shall be delivered treated as specified in exchange thereforsubparagraph (d)(iii) below. (c) Each The maximum aggregate amount of cash payable pursuant to the Merger shall be (ix) Share $84.00 multiplied by (y) 45% of the total number of Shares canceled pursuant to the Merger (other than (x) Shares canceled pursuant to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares3.01(a)(ii)), shall be converted into minus the right to receive an amount cash value of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing Dissenting Shares (such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectivelyamount, the “Maximum Cash Merger Consideration”). All such Shares and Series D-1 For purposes of this Section 3.01, the “cash value of Dissenting Shares” assumes that the fair value, when so convertedor “cash value”, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and of each holder Dissenting Share equals the Cash Merger Consideration. The maximum aggregate amount of a certificate which immediately prior Stock Merger Consideration issuable pursuant to the Effective Time represented any such Merger shall be (x) 0.8498 shares of Parent Stock multiplied by (y) 55% of the total number of Shares or such Series D-1 Shares shall cease canceled pursuant to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon (other than Shares canceled pursuant to Section 3.01(a)(ii)) (such amount, the surrender of such certificate in accordance with this Agreement, without interest“Maximum Stock Merger Consideration”). (di) The If the total number of Cash Merger Consideration Elections would require aggregate cash in excess of the Maximum Cash Merger Consideration, such Cash Merger Elections shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.subject to

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, Merger Sub, the Company or the holders of any of the securities of Purchaser or the Company:referred to in this Section 2.1: ----------- (a) Common Stock. Each share of Company Common Stock (excluding any ------------ shares of Treasury Stock (as hereinafter defined)) issued and outstanding share of capital stock of Purchaser immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and become one exchanged for the right to receive 0.70 (1the "Exchange Ratio") validly issued, fully paid and nonassessable share of common stockAcquiror Common Stock. The shares of Acquiror -------------- Common Stock issuable to the holders of Company Common Stock outstanding immediately prior to the Effective Time (each, par value $0.01 per sharea "Holder" and collectively, the ------ "Holders") pursuant hereto, together with payments of cash in lieu of fractional ------- shares as provided in Section 2.1(d), shall be referred to hereinafter as the Surviving Corporation. (b) Any "Merger Consideration". All such shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall -------------------- automatically be canceled and retired and shall cease to exist, and each holder of certificate previously evidencing any such shares (a certificate which immediately prior "Certificate" and ----------- collectively, the "Certificates") shall thereafter represent only the right to ------------ receive the Merger Consideration. At the Effective Time represented any such Shares or such Series D-1 Shares Time, the Holders shall cease to have any rights with respect theretoto such shares of Company Common Stock, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend and as otherwise provided herein or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.afforded by applicable law;

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Purchaser Merger Sub or the Company: (a) Each then issued and outstanding share of capital stock of Purchaser Merger Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, $.0l par value $0.01 per sharevalue, of the Surviving Corporation. (b) Any shares of Company Common Stock Shares that are owned by the Company as treasury stock stock, and any Shares or Series D-1 all Shares owned by Parent or any subsidiary of Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) issued and outstanding Share (other than (xi) Shares to be canceled in accordance with Section 2.7(b) and (yii) any Dissenting SharesShares (as hereinafter defined)), shall be converted into the right to receive an amount (A) one CSR and (B) the Exchange Ratio of cash equal a share of Parent Common Stock, issuable to the Offer Price payable holder thereof upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product "Merger Consideration"). As of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrenderEffective Time, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All all such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.8(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.8(e), in each case to be issued or paid in consideration therefor upon the surrender of such certificate Certificate in accordance with this AgreementSection 2.8(b), without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Parent, Merger Sub, the Company or the holders of any Shares or securities of Purchaser Parent or the CompanyMerger Sub: (a) Each Share (other than Company Restricted Shares, which shall be treated as provided in Section ‎2.3(a), and any Shares to be cancelled pursuant to Section ‎2.1(b)) will be cancelled and extinguished and be converted into the right to receive $10.15 in cash, without interest (the “Merger Consideration”), payable to the holder of each such Share upon surrender of either certificates formerly representing such Shares (“Certificates”) or any book-entry Shares (“Book-Entry Shares”) in the manner provided in Section ‎2.2. All such Shares, when so converted, will no longer be outstanding and will be automatically cancelled, retired and cease to exist. Each holder of Certificates or Book-Entry Shares will 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 or Book-Entry Share in accordance with Section ‎2.2. NAI-1507512591v13 (b) Each (i) share of Company Common Stock held in the treasury of the Company, (ii) Share owned by Parent or any direct or indirect wholly owned Subsidiary of Parent immediately before the Effective Time, and (iii) Dissenting Share will be cancelled and extinguished, and no payment or other consideration will be made with respect to such shares subject, in the case of Dissenting Shares, to the right of the holder thereof to receive any payment under Section ‎2.4. (c) Each share of common stock, no par value per share, of Merger Sub issued and outstanding share of capital stock of Purchaser shall be converted into and become immediately before the Effective Time will thereafter represent one (1) validly issued, fully paid and nonassessable share of common stock, no 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each issued and outstanding each share of capital stock of Purchaser shall be converted into and become one (1) 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 issued and outstanding immediately prior to the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) Shares any shares to be canceled pursuant to Section 2.6(c), shares described in accordance with Section 2.7(b) and (y) 2.6(e), or any Dissenting SharesShares (as defined in Section 2.8(a), )) shall be converted into the right to receive an amount of $59.00 in cash equal or any higher price that may be paid pursuant to the Offer Price (the "Common Stock Merger Consideration") payable upon surrender, in the manner provided in this Agreement, to the holder thereof, without interest, upon surrender of the certificate formerly representing such Shareshare in the manner provided in Section 2.9, without interest less any required withholding taxes; (b) each share of Series A Stock issued and (ii) Series D-1 Share outstanding immediately prior to the Effective Time (other than (x) Series D-1 Shares any shares to be canceled in accordance with pursuant to Section 2.7(b) and (y) 2.6(c), or any Dissenting Shares) shall be converted into the right to receive an amount of $77.29 in cash equal or any higher price that may be paid pursuant to the product of Offer (the number of shares of Company "Series A Stock Merger Consideration", and together with the Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of Merger Consideration, the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price "Merger Consideration") payable upon surrender, in the manner provided in this Agreement, to the holder thereof, without interest, upon surrender of the certificate formerly representing such Series D-1 Shareshare in the manner provided in Section 2.9, without interest less any required withholding taxes; (collectively, the “Merger Consideration”). All such Shares d) each share of common stock of Purchaser issued and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect theretobe converted into and become one validly issued, except fully paid and nonassessable share of common stock of the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest.Surviving Corporation; and (de) The Merger Consideration each share of Company Common Stock held by the subsidiaries of the Company shall not be adjusted canceled pursuant to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is establishedSection 2.6(c) after the date of this Agreement and prior to the Effective Timeshall remain issued.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any of the holders of any securities of Purchaser or the Company: (a) Each Company Members, each Company Membership Unit, in each case, that is issued and outstanding share of capital stock of Purchaser immediately prior to the Effective Time, shall be canceled and converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, the right to receive the applicable portion of the Surviving CorporationAggregate Merger Consideration pursuant to Section 3.1(c). (b) Any shares of Company Common Stock that are owned At the Effective Time, by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary virtue of the Company Merger and without any action on the part of Acquiror or Merger Sub, each Merger Sub Membership Interest, shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange thereforconverted into a membership interest of the Surviving Company. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount Company Membership Units as of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right be entitled to receive a portion of the Aggregate Merger Consideration therefor upon as follows: (i) the surrender Company Equityholder shall be entitled to receive an amount of Acquiror Common Shares equal to the Closing Merger Consideration, and (ii) each Company Minority Equityholder shall be entitled to receive an amount, equal to such certificate Company Minority Equityholder’s portion of the Minority Merger Consideration, of (A) Acquiror Common Shares and (B) cash, via wire payment of immediately available funds, in accordance with this Agreementeach of (A) and (B), without interestas set forth opposite such Company Minority Equityholder’s name on Section 1.2 of the Company Disclosure Letter (if any). (d) The Merger Consideration Notwithstanding anything in this Agreement to the contrary, no fractional shares of Acquiror Common Stock shall be adjusted to reflect fully issued in the effect of Merger, and any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after fractional Acquiror Common Shares resulting from the date of this Agreement and prior calculations herein shall be rounded to the Effective Timenearest whole Acquiror Common 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 Purchaser or the Companyfollowing securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Shares to be canceled pursuant to Section 2.01(c)) shall be canceled and converted automatically into the right to receive the Merger Consideration (all such shares being hereinafter referred to as the "SHARES"); (b) from and after the Effective Time, the holders of certificates formerly representing Shares (the "CERTIFICATES") shall cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration (such Merger Consideration to be payable (except as provided in Section 2.06 hereof) to the holder of each such Share, upon surrender, in the manner provided in Section 2.02, of the Certificate that formerly evidenced such Share); (c) each Share held in the treasury of the Company and each 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 canceled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (d) each share of capital stock common stock, par value $0.01 per share, of Purchaser Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.; (be) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided used in this Agreement, to the holder of following terms have the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.following meanings:

Conversion of Securities. (a) Immediately prior to the Effective Time, all outstanding shares of Company Preferred Stock as of such time shall be automatically converted into a number of shares of Company Common Stock. All of the Company Preferred Stock converted into shares of Company Common Stock shall no longer be outstanding and shall cease to exist and each holder of Company Preferred Stock shall thereafter cease to have any rights with respect to such securities. (b) At the Effective Time, by virtue of the Merger and without any action on the part of R▇▇▇, Merger Sub, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (ai) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including shares of Company Common Stock issued and outstanding immediately prior to the Effective Time resulting from the conversion of the Company Preferred Stock described in Section 3.01(a)) shall be canceled and converted into the right to receive (x) shares of R▇▇▇ Common Stock equal to the Exchange Ratio and (y) the contingent right to receive the Earnout Shares in accordance with Section 3.03, in each case without interest (collectively, the “Per Share Merger Consideration”); (ii) all shares of Company Common Stock held in the treasury of the Company shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (iii) each share of capital stock of Purchaser Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Holdco, MergerSub, the holders Company or the holder of any securities of Purchaser or the Companyfollowing securities: (a) Each share or fraction of a share of the Company issued and outstanding share immediately prior to the Effective Time shall, upon compliance with the procedures specified in Section 1.9 of capital stock of Purchaser shall this Agreement, be converted in the Merger into and become one (1) validly the right to receive a duly issued, fully paid and nonassessable share or equal fraction of common stocka share of Holdco having the same preferences, par value $0.01 per sharerights, and limitations as the share or fraction of a share of the Company being converted in the merger. Each right to acquire shares of the Company 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 limitations as the right to acquire shares of the Company being converted in the Merger. (b) Each share or fraction of a share of 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. (bc) Any shares Each share of Company Holdco Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal immediately prior to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, . (d) From and each holder of a certificate which immediately prior to after the Effective Time represented any such Shares or such Series D-1 Shares Time, holders of certificates formerly evidencing Company Common Stock shall cease to have any rights with respect theretoas stockholders 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 accordance with this Agreement, without interestSection 1.9 herein. (de) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 GigCapital2, Merger Sub, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, shall be canceled and converted into the right to receive a number of shares of GigCapital2 Common Stock equal to the Exchange Ratio (the “Per Share Merger Consideration”); (b) each share of capital stock Company Common Stock held in the treasury of Purchaser the Company shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation. (bd) Any Notwithstanding anything to the contrary set forth in this Agreement, (i) the portion of the Aggregate Merger Consideration issuable to any Person pursuant to Section 3.01(a) shall be calculated on an aggregate basis with respect to all shares of Company Common Stock that are owned held of record by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which Person immediately prior to the Effective Time represented Time, and (ii) after such aggregation, any fractional share of GigCapital2 Common Stock that would otherwise be issuable to such Shares or Person following such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration aggregation shall be adjusted rounded up to reflect fully the effect a whole share of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective TimeGigCapital2 Common Stock.

Conversion of Securities. (a) At the Effective Time (after giving effect to the Company Preferred Conversion), by virtue of the Merger and without any action on the part of any holder of Company Common Stock, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) any shares of Company Common Stock subject to Company Options (which shall be subject to Section 3.3), (ii) any shares of Company Common Stock held in the treasury of the Company, which treasury shares shall be canceled as part of the Merger and shall not constitute “Company Capital Stock” hereunder (each such share, a “Treasury Share”), and (iii) any shares of Company Common Stock held by stockholders of the Company who have perfected and not withdrawn a demand for appraisal rights pursuant to the applicable provisions of the DGCL), shall be canceled and converted into the right to receive the Per Share Merger Consideration and a number of Company Earnout Shares (in accordance with such Person’s Earnout Pro Rata Share) in accordance with Section 3.4. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Purchaser Acquiror or the Company: (a) Each issued and outstanding Merger Sub, each share of capital stock of Purchaser Merger Sub Capital Stock shall be converted into and become one (1) validly issued, fully paid and nonassessable a share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation. (bc) Any Notwithstanding anything in this Agreement to the contrary, no fractional shares of Company Acquiror Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, issued in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interestMerger. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities, the following will occur: (a) Each each Share issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of immediately prior to the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) any Shares to be canceled described in accordance with Section 2.7(b3.1(b) and (y) any Dissenting Shares), shall ) will be converted into the right to receive an amount of in cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 SharePrice, without interest (collectively, the “Merger Consideration”). All As of the Effective Time, all such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares thereof shall 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 this AgreementSection 3.4; (b) each Share held in the treasury of the Company or owned by the Company or any direct or indirect wholly owned Subsidiary of the Company and each Share owned by Parent, Purchaser or any direct or indirect wholly owned Subsidiary of Parent or Purchaser immediately prior to the Effective Time will be cancelled and retired without interest.any conversion thereof and shall cease to exist and no payment or distribution shall be made with respect thereto; (c) each share of common stock of Purchaser issued and outstanding immediately prior to the Effective Time will be converted into one (1) fully paid and non-assessable share of common stock of the Surviving Corporation; and (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and each Dissenting Share immediately prior to the Effective TimeTime will be cancelled and retired without any conversion thereof and shall 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 3.3.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of IAC, Merger Sub, the holders of any securities of Purchaser Company or the Company: (a) Each Company Stockholders, each share of Company Common Stock that is issued and outstanding share of capital stock of Purchaser immediately prior to the Effective Time (other than the Dissenting Shares and the Cancelled Shares) shall be converted into the right to receive (i) the contingent right to receive a number of Earnout Shares (which may be 0) following the Closing in accordance with Section 3.06 and become Annex 1, and (ii) the Per Share Stock Consideration. (b) From and after the Effective Time, all of the shares of Company Common Stock converted into the right to receive consideration as described in Section 3.01(a) shall no longer be outstanding and shall cease to exist, and each holder of shares of Company Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the applicable consideration described in this Section 3.01(a) into which such share of Company Common Stock shall have been converted. (c) At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each Company Share held in the treasury of the Company or by any Subsidiary of the Company shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto (such Company Shares, the “Cancelled Shares”). (d) At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Acquisition, the COMPANY or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each share of the Common Stock issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of immediately prior to the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) Shares any shares of Common Stock to be canceled in accordance with pursuant to Section 2.7(b3.01(b) and (y) any Dissenting SharesShares (as defined below), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of in cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Tender Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 SharePrice, without interest (collectively, the “"Merger Consideration”"). All such Shares and Series D-1 SharesAt the Effective Time, when so converted, each share of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented previously evidencing any such Shares or such Series D-1 Shares share (other than shares to be canceled pursuant to Section 3.01(b) and any Dissenting Shares) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Merger Consideration therefor receive, upon the surrender of such certificate in accordance with this Agreementthe provisions of Section 3.02, without interest. (d) an amount in cash per share equal to the Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect holders of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution such certificates previously evidencing such shares of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and Common Stock outstanding immediately prior to the Effective TimeTime shall cease to have any rights with respect to such shares of Common Stock except as otherwise provided herein or by law. (b) Each share of capital stock of the Company (i) held in the treasury of the Company or by any wholly owned subsidiary of the Company or (ii) owned by Acquisition or any of its subsidiaries shall automatically be canceled, retired and cease to exist without any conversion thereof and no payment shall be made with respect thereto. (c) Each share of common stock of Acquisition outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock 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 Parent, Sub, the Company or the holders of any securities capital stock of Purchaser the Company or the CompanySub: (ai) Conversion of Company Common Stock. Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.0001 per share, of the Surviving Corporation. Company (b) Any shares of the “Company Common Stock that are owned by Stock”) including each outstanding award of Shares subject to forfeiture restrictions or other restrictions (“Restricted Stock”) (each, a “Share” and collectively, the Company as treasury stock “Shares”), issued and any Shares or Series D-1 Shares owned by Parentoutstanding immediately prior to the Effective Time, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled cancelled in accordance with Section 2.7(b2.01(a)(ii) and (y) any other than Dissenting Shares), shall automatically be converted at the Effective Time into the right to receive an amount of cash equal to the Offer Price payable upon surrender, $3.00 in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Sharecash, without interest (collectively, the “Merger Consideration”). All , and all of such Shares and Series D-1 Shares, when so convertedshall cease to be outstanding, shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of certificate representing a certificate which immediately prior to the Effective Time Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any such of the Shares or such Series D-1 (other than Shares to be cancelled in accordance with Section 2.01(a)(ii) and other than Dissenting Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreementwithout interest thereon, without interestsubject to Section 2.05. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Parent, Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each Share issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of immediately prior to the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) any Shares to be canceled in accordance with pursuant to Section 2.7(b2.06(b)) shall be canceled and (y) any Dissenting Shares), shall be converted automatically into the right to receive an amount of cash equal to the Offer Price payable Per Share Amount in cash (the "Merger Consideration"), payable, without interest, to the holder of such Share, upon surrender, in the manner provided in this AgreementSection 2.08, to the holder of the certificate that formerly representing evidenced such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, converted shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this AgreementSection 2.08(b) hereof, without interest.; (db) The Merger Consideration shall be adjusted to reflect fully Each Share held in the effect treasury of the Company and each Share owned by Purchaser, Parent or any reclassification, stock split, reverse split, stock dividend (including any dividend direct or distribution indirect wholly owned subsidiary of securities convertible into Shares), reorganization, recapitalization Parent or other like change with respect to Shares, occurring (or for which a record date is established) after of the date of this Agreement and Company immediately prior to the Effective TimeTime shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (c) Each share of common stock, no par value per share, of 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 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, Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities, the following will occur: (a) Each each Share issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of immediately prior to the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) any Shares to be canceled described in accordance with Section 2.7(b3.1(b) and (y) any Dissenting Shares, but including Shares of Company Restricted Stock (after application of Section 3.2(a)(iii), shall )) will be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 SharePrice, without interest (collectively, the “Merger Consideration”), less any applicable tax withholding. All As of the Effective Time, all such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this AgreementSection 3.4, without interest.; (b) each Share held in the treasury of the Company or owned by the Company and each Share owned by Parent, Purchaser or any direct or indirect wholly owned Subsidiary of Parent or Purchaser immediately prior to the Effective Time will be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor; (c) each share of common stock of Purchaser issued and outstanding immediately prior to the Effective Time will be converted into one (1) fully paid and non-assessable share of common stock of the Surviving Corporation, which shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and each Dissenting Share immediately prior to the Effective TimeTime will be cancelled and shall 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 3.3.

Conversion of Securities. At As of the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of any securities of Purchaser or the CompanyConstituent Corporations: (a) Each issued and outstanding share of capital stock common stock, par value $.01 per share, of Purchaser Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation. (b) Any All shares of Company Common Stock that are owned by held in the treasury of the Company as treasury stock and or by any Shares or Series D-1 Shares wholly owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company and any shares of Company Common Stock owned by Parent shall be automatically canceled and shall cease to exist cancelled and no capital stock of Parent or other consideration shall be delivered in exchange therefor. (c) Each (i) Share Subject to the provisions of Sections 1.8 and 1.10 hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) Shares shares to be canceled cancelled in accordance with Section 2.7(b) and (y) any Dissenting Shares1.5(b), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into 0.9165 (such number being the right to receive an amount "Exchange Ratio") validly issued, fully paid and nonassessable shares of cash equal to the product of the number of Parent Common Stock. All such shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 SharesStock, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, retired and each holder of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 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 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 in accordance with this Agreement, without interestSection 1.6. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Parent, Merger Sub, the Company or the holders of any Shares or securities of Purchaser Parent or the CompanyMerger Sub: (a) Each Share (other than any Shares to be cancelled pursuant to Section 2.1(b)) will be converted into the right to receive $10.10 in cash, without interest (the “Merger Consideration”), payable to the holder of each such Share upon surrender of either certificates formerly representing such Shares (“Certificates”) or any book-entry Shares (“Book-Entry Shares”) in the manner provided in Section 2.2. Upon such conversion, each holder of Certificates or Book-Entry Shares will cease to have any rights with respect to such Shares, except: (i) the right to receive the Merger Consideration in consideration for such Shares upon the surrender of such Certificate or Book-Entry Shares in accordance with Section 2.2; or (ii) as provided by Law. (b) Each (i) share of Company Common Stock held in the treasury of the Company, (ii) Share owned by Parent or any direct or indirect wholly owned Subsidiary of Parent immediately before the Effective Time, and (iii) Dissenting Share will be cancelled and extinguished, and no payment or other consideration will be made with respect to such shares subject, in the case of Dissenting Shares, to the right of the holder thereof to receive any payment under Section 2.4. (c) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding share of capital stock of Purchaser shall be converted into and become immediately before the Effective Time will thereafter represent one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.

Conversion of Securities. At As of the Effective Time, by virtue of ------------------------ the Merger and without any action on the part of Sub, the Company, Parent or the holders of any securities of Purchaser or the CompanyConstituent Corporations: (a) Each issued and outstanding share of capital stock common stock, par value $.01 per share, of Purchaser Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation. (b) Any All shares of Company Common Stock Stock, together with the associated Rights, that are owned by held in the treasury of the Company as treasury stock and or by any Shares or Series D-1 Shares wholly owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company and any shares of Company Common Stock, together with the associated Rights, owned by Parent (other than shares, if any, in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be automatically canceled and shall cease to exist and no capital stock of Parent or other consideration shall be delivered in exchange therefor. (c) Each (i) Share Subject to the provisions of Sections 1.8 and 1.10 hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, together with the associated Rights, (other than (x) Shares shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares1.5(b), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into 1.14 (such number being the right to receive an amount "Exchange Ratio") validly issued, fully paid and nonassessable shares of cash equal to the product of the number of Parent Common Stock. All such shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Sharesassociated Rights, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, retired and each holder of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 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 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 in accordance with this Agreement, without interestSection 1.6. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Parent, the holders Purchaser, the Company or the holder of any securities of Purchaser or the Companyfollowing securities: (a) Each Share issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of immediately before the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) any Shares to be canceled in accordance with cancelled pursuant to Section 2.7(b2.1(b) and (y) any Dissenting SharesShares (as defined in Section 2.2(a), ) shall be cancelled and extinguished and be converted into the right to receive an amount of cash equal to the Offer Price in cash payable upon surrender, in the manner provided in this Agreement, to the holder thereof, without interest (the "Merger ------ Consideration"), upon surrender of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”)Section 2.3 hereof. All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this AgreementSection 2.3 hereof, without interest. (db) The Merger Consideration Each Share held in the treasury of the Company and each Share owned by the Purchaser or any direct or indirect wholly owned subsidiary of the Purchaser immediately before the Effective Time shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization cancelled and extinguished and no payment or other like change consideration shall be made with respect to Sharesthereto. (c) Each share of common stock, occurring (or for which a record date is established) after par value $.01 per share, of the date of this Agreement Purchaser issued and prior to outstanding immediately before the Effective TimeTime shall thereafter represent one validly issued, fully paid and nonassessable share of common stock, par value $.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 holders of any securities of Company, the Purchaser or the Companyholder of any Shares or any shares of capital stock of the Purchaser: (a) Each share of common stock, $0.001 par value, of the Purchaser issued and outstanding share of capital stock of Purchaser immediately prior to the Effective Time shall be converted convert into and become one (1) validly newly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation. (b) Any All shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares shares of Company Common Stock owned by Parent, Purchaser, any other Subsidiary of the Parent or a Subsidiary of the Company Purchaser immediately prior to the Effective Time (whether pursuant to the Offer or otherwise) shall be automatically canceled cancelled and retired and shall cease to exist exist, and no consideration payment or distribution shall be made or delivered in exchange thereforwith respect thereto. (c) Each (i) Share Except as otherwise provided in Section 3.4, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) Shares shares of Company Common Stock to be canceled in accordance with cancelled pursuant to Section 2.7(b3.1(b) and (y) any Dissenting Shares)) shall, shall by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an amount of cash in cash, payable to the holder thereon, without any interest thereon, equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All At the Effective Time, all such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of a certificate which the holders immediately prior to the Effective Time of Shares not represented any such by certificates (“Book Entry Shares”) and the holders of certificates that, immediately prior to the Effective Time, represented Shares or such Series D-1 Shares (the “Certificates”) shall cease to have any rights with respect thereto, except to such Shares other than the right to receive the Merger Consideration therefor receive, upon the surrender transfer of such certificate Book Entry Shares or delivery of such Certificates in accordance with this AgreementSection 3.2, the Merger Consideration, without interestany interest thereon, for each such Share held by them. (d) The If at any time between the Agreement Date and the Effective Time any change in the number of outstanding Shares shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, other than the Merger, the amount of the Merger Consideration as provided in Section 3.1(c) shall be equitably adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Timesuch change.

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 Purchaser Parent or the CompanyMerger Sub: (a) Each Share of Common Stock issued and outstanding share of capital stock of Purchaser shall immediately before the Effective Time (other than any Shares to be cancelled pursuant to Section 2.1(b)) will be cancelled and extinguished and be converted into the right to receive $235.00 in cash payable to the holder of such Share, without interest (the “Merger Consideration”), upon surrender of either certificates formerly representing such Shares (“Certificates”) or any book-entry Shares (“Book-Entry Shares”) in the manner provided in Section 2.2. All such Shares, when so converted, will no longer be outstanding and become will be automatically cancelled, retired and cease to exist. Each holder of Certificates or Book-Entry Shares will 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 or Book-Entry Share in accordance with Section 2.2, without interest. (b) Each Share owned by Parent immediately before the Effective Time and any Participating Subsidiary Shares will be cancelled and extinguished, and no payment or other consideration will be made with respect to such shares. (c) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately before the Effective Time will thereafter represent one (1) 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 the holders of any securities of Purchaser or the Company: (a) Each issued and outstanding share of capital stock of Purchaser Purchaser, and any Share owned by a Subsidiary of the Company, or a Subsidiary of Parent other than Purchaser, shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, $.0l par value $0.01 per sharevalue, of the Surviving Corporation. (b) Any shares of Company Common Stock Shares that are owned by the Company as treasury stock stock, and any Shares or Series D-1 Shares owned by Parent, the Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) issued and outstanding Share (other than (xi) Shares to be converted into common stock of the Surviving Corporation in accordance with Section 2.7(a), (ii) Shares to be canceled in accordance with Section 2.7(b) and (yiii) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price Price, subject to any required withholding of Taxes, payable to the holder thereof upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “"Merger Consideration”"). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.

Conversion of Securities. (a) 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 securities of Purchaser or the following securities, the following actions shall occur: (i) Each share of Common Stock of the Company: (a) Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 .0001 per shareshare (the "Company Common Stock"), including, with respect to each such share of Company Common Stock, the Surviving Corporation. associated Rights (bas defined in that certain Rights Agreement dated January 29, 1998, by and between the Company and Boston EquiServe, L.P., as Rights Agent (the "Rights Plan") Any (all issued and outstanding shares of Company Common Stock that are owned by being hereinafter collectively referred to as the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting "Shares"), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest issued and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented (other than any such Shares or such Series D-1 to be canceled pursuant to SECTION 2.01(a)(ii)) shall be converted, subject to SECTION 2.02(e), into the right to receive that number of shares of Common Stock of Parent, par value $.001 per share (the "Parent Common Stock"), equal to 0.6 (the "Exchange Ratio"). At the Effective Time, each Share shall be canceled, cease to be outstanding and cease to exist and each holder of Shares shall thereafter cease to have any rights with respect theretoto such Shares, except the right to receive the Merger Consideration therefor upon the surrender receive, without interest, shares of such certificate Parent Common Stock in accordance with this Agreement, without interest. SECTION 2.01(a)(i) and cash for any fractional shares of Parent Common Stock in accordance with SECTION 2.02(e). (dii) The Merger Consideration shall be adjusted to reflect fully Each Share held in the effect treasury of the Company and each Share owned by Parent or any reclassification, stock split, reverse split, stock dividend (including any dividend direct or distribution indirect wholly owned subsidiary of securities convertible into Shares), reorganization, recapitalization Parent or other like change with respect to Shares, occurring (or for which a record date is established) after of the date of this Agreement and Company immediately prior to the Effective TimeTime shall be canceled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto.

Conversion of Securities. (a) At the Effective Time, each Company Common Share issued and outstanding immediately prior to the Effective Time, other than as described in Sections 3.1(c) and 3.2 hereof, by virtue of the Merger and without any action on the part of the holders thereof, will be converted solely and exclusively into the right to receive $11.25 per share in cash (the "Consideration") and any dividends payable in accordance with Section 3.3(b). Company Common Shares owned by (i) the ESOP shall be referred to as the "ESOP Company Common Shares" and (ii) holders other than the ESOP shall be referred to as the "Non-ESOP Company Common Shares". (b) At the Effective Time, all Non-ESOP Company Common Shares to be converted into the right to receive the Consideration pursuant to this Section 3.1, by virtue of the Merger and without any action on the part of the holders thereof, will cease to be outstanding, be canceled and retired and cease to exist, and each holder of Non-ESOP Company Common Shares will thereafter cease to have any rights with respect to such Non-ESOP Company Common Shares (other than the right to receive any dividends payable in accordance with Section 3.3(b)), except the right to receive the Consideration for each of the Non-ESOP Company Common Shares, upon the surrender of the Certificate(s) (as defined in Section 3.3) in accordance with Section 3.3, without any interest thereon, as provided in this Agreement or the rights under Section 1930 of the BCL. (c) At the Effective Time, all ESOP Company Common Shares issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Purchaser or the Company: (a) Each issued and holder thereof, will continue to be outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, as fully paid and nonassessable share shares of common stock, $0.01 par value $0.01 per share, of the Surviving Corporation. (bd) Any shares of Company Common Stock that are owned by At the Company as treasury stock and any Shares or Series D-1 Shares owned by ParentEffective Time, Purchaser, any other Subsidiary of Parent or a Subsidiary each share of the Company shall capital stock of Newco issued and outstanding immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of Newco or the holder thereof, will cease to be automatically outstanding, be canceled and shall retired and cease to exist and no consideration shall be delivered in exchange without payment of any Consideration therefor. (ce) Each (i) Share (All notes and other than (x) Shares debt instruments of the Company which are outstanding immediately prior to the Effective Time shall continue to be canceled in accordance with Section 2.7(boutstanding subsequent to the Effective Time as debt instruments of the Surviving Corporation, subject to their respective terms and provisions. (f) All options and warrants to purchase Company Common Shares which are outstanding immediately prior to the Effective Time (yeach, a "Company Stock Derivative") by virtue of the Merger and without any Dissenting Shares), action on the part of the holder hereof shall be converted into the right to receive an amount of cash equal canceled immediately prior to the Offer Price payable upon surrender, Effective Time in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into exchange for the right to receive an amount of cash equal to the product of (i) the number of shares of Company Common Shares subject to such Company Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which Derivative immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect theretoand (ii) the excess, except if any, of (A) the right to receive Consideration over (B) the Merger Consideration therefor upon the surrender per share exercise price of such certificate in accordance with this AgreementCompany Stock Derivative, without interest. (d) The Merger Consideration shall to be adjusted to reflect fully delivered by the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to Surviving Corporation immediately following the Effective Time. (g) At the Effective Time, each share of capital stock of Company held in the treasury of Company shall, by virtue of the Merger and without any action on the part of the Company, cease to be issued, be canceled and retired and cease to exist without payment of any Consideration therefor.

Conversion of Securities. At As of the Effective Time, by ------------------------ virtue of the Merger and without any action on the part of any stockholder of the holders of any securities of Purchaser Company or the CompanySub: (a) Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Any All shares of Company Common Stock that are owned by held in the treasury of the Company or by any wholly owned Subsidiary (as treasury stock hereinafter defined) of the Company and any Shares or Series D-1 Shares shares of Common Stock owned by Parent, Purchaser, Sub or any other wholly owned Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist cancelled and no consideration shall be delivered in exchange therefor. (cb) Each (i) Share share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (x) Shares shares to be canceled cancelled in accordance with Section 2.7(b2.5(a) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than Dissenting Company Common ------------- Shares (x) Series D-1 Shares to be canceled as defined in accordance with Section 2.7(b) and (y) any Dissenting Shares2.7)) shall be converted into and become the ----------- right to receive an amount of cash equal to in cash, without interest, the product of per share consideration in the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and Offer (the "Merger Consideration") in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”2.6(c). -------------------- -------------- All such Shares and Series D-1 Sharesshares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, retired and each holder of a certificate which immediately prior to or certificates (the Effective Time represented "Certificates") representing ------------ any such Shares or such Series D-1 Shares shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interestConsideration. (dc) The Merger Consideration Each issued and outstanding share of the capital stock of Sub shall be adjusted to reflect converted into and become one fully paid and nonassessable share of Common Stock, par value $.01 per share, of the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective TimeSurviving Corporation.

Conversion of Securities. At the Effective Time, by virtue ------------------------ of the Merger and without any action on the part of Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (ai) Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (bii) Any shares of Company Common Stock that are owned by Each Share held in the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company and each Share owned by Purchaser or any direct or indirect subsidiary of the Company, in each case immediately prior to the Effective Time, shall be automatically canceled cancelled and shall cease to exist retired without any conversion thereof and no consideration payment or distribution shall be delivered in exchange thereformade with respect thereto. (ciii) Each (i) issued and outstanding Share (other than (x) Shares cancelled pursuant to be canceled in accordance with Section 2.7(b2.6(ii) and (y) any Dissenting SharesShares (as defined in Section 2.7(a), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares)) shall be converted into the right to receive an amount of $50.00 in cash equal or any higher price that may be paid pursuant to the product of Offer (the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price "Merger Consideration") payable upon surrender, in the manner provided in this Agreement, to the holder thereof, without interest, upon surrender of the certificate formerly representing such Series D-1 Shareshare in the manner provided in Section 2.8, without interest less any required withholding taxes. (collectively, the “Merger Consideration”). All such Shares iv) Each Warrant issued and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares (other than Warrants held in the treasury of the Company, which shall cease to have any rights with respect theretobe cancelled) shall remain outstanding following, and be unaffected by, the Merger, except that, to the extent provided in Section 10.5 of the Warrant Agreement, from and after the Effective Time each holder of Warrants shall have the right to receive obtain upon the exercise of each Warrant, in lieu of each share of Company Common Stock theretofore issuable upon exercise of such Warrant, the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreementwithout interest thereon, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior net to the Effective Timeholder in cash.

Conversion of Securities. At As of the Effective Time, by virtue of the Merger Time and without any action on the part of MIS, AS, AIDH or the holders of any of the securities of Purchaser or any of these corporations, each of the Company:following shall occur. (a1) Each share of AIDH Stock issued and outstanding share of capital stock of Purchaser shall be converted into and become one immediately prior to the Effective Time (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of including the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Fortune Shares), shall automatically be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of 1.020833 shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”)MIS Stock. All such Shares and Series D-1 Shares, when so converted, shares of AIDH Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented previously evidencing any such Shares or such Series D-1 Shares shares shall cease to have any rights with respect thereto, except thereafter represent the right to receive the Merger Consideration therefor receive, upon the surrender of such certificate in accordance with this Agreementthe provisions of Section 4 hereof, without interest. (d) The Merger Consideration certificates evidencing such number of shares of MIS Stock, respectively, into which such shares of AIDH Stock were converted. No fractional shares of MIS Stock will be issued in the Merger; any fractional share otherwise issuable shall be adjusted rounded to reflect fully the effect nearest whole share. The holders of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution such certificates previously evidencing shares of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and AIDH Stock outstanding immediately prior to the Effective TimeTime shall cease to have any rights with respect to such shares of AIDH Stock except as otherwise provided herein or by law; (2) Any shares of AIDH capital stock held in the treasury of AIDH immediately prior to the Effective Time shall automatically be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (3) All shares of capital stock of AS issued and outstanding immediately prior to the Effective Time shall automatically converted into one share of common stock of the Surviving Corporation, which shall be owned by MIS;

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Acquisition, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each share of the Common Stock issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of immediately prior to the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share Effective Time (other than (x) Shares any shares of Common Stock to be canceled in accordance with pursuant to Section 2.7(b3.01(b) and (y) any Dissenting SharesShares (as defined below), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of in cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Tender Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 SharePrice, without interest (collectively, the “"Merger Consideration”"). All such Shares and Series D-1 SharesAt the Effective Time, when so converted, each share of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented previously evidencing any such Shares or such Series D-1 Shares share (other than shares to be canceled pursuant to Section 3.01(b) and any Dissenting Shares) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Merger Consideration therefor receive, upon the surrender of such certificate in accordance with this Agreementthe provisions of Section 3.02, without interest. (d) an amount in cash per share equal to the Merger Consideration. The Merger Consideration shall be adjusted to reflect fully the effect holders of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution such certificates previously evidencing such shares of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and Common Stock outstanding immediately prior to the Effective TimeTime shall cease to have any rights with respect to such shares of Common Stock except as otherwise provided herein or by law. (b) Each share of capital stock of the Company (i) held in the treasury of the Company or by any wholly owned subsidiary of the Company or (ii) owned by Acquisition or any of its subsidiaries shall automatically be canceled, retired and cease to exist without any conversion thereof and no payment shall be made with respect thereto. (c) Each share of common stock of Acquisition outstanding immediately prior to the Effective Time shall be converted into and become one share of common 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 the holders Company, Parent, Merger Sub or the holder of any securities of Purchaser or the Companyfollowing securities: (a) Each Except as provided in clause (b) below, each share of Company Common Stock issued and outstanding share of capital stock of Purchaser shall be converted into immediately before the Effective Time and become one any Rights associated therewith (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Any such shares of Company Common Stock that and associated Rights are owned by hereinafter referred to, together, as the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c"Shares") Each (i) Share (other than Shares held by Dissenting Shareholders (x) Shares to be canceled as defined in accordance with Section 2.7(b) and (y) any Dissenting Shares2.10), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Sharesif any) shall be converted into the right to receive an amount of $14.50 (the "Per Share Amount") in cash equal payable to the product holder thereof, without interest, upon surrender of the number of shares of Company Common Stock into which certificate representing such Series D-1 Shares are convertible pursuant to and Share or an affidavit with respect thereto, in each case in accordance with Section A.5 2.8. As of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrenderEffective Time, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such all Shares and Series D-1 Shares, when so converted, converted shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented or certificates representing any such Shares or such Series D-1 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 this Agreement, without interestSection 2.8. (db) The Each share of Company Common Stock that is owned by any Subsidiary of the Company or held by Parent or Merger Consideration Sub immediately before the Effective Time (including, without limitation, any Shares acquired by Parent pursuant to the Rollover Agreements) shall automatically be canceled and extinguished and shall cease to exist, and no cash, Company Common Stock or other consideration shall be adjusted to reflect fully the effect delivered or deliverable in exchange therefor. (c) Each share of any reclassificationcommon stock, stock split$0.01 par value per share, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement Merger Sub issued and prior to outstanding immediately before the Effective TimeTime shall automatically be canceled and extinguished and shall be converted into and become 1,250,000 fully paid and nonassessable shares of common stock, $0.01 par value 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 Purchaser, the Company or the holders of any securities of Purchaser or the Companyfollowing securities, the following will occur: (a) Each each Share issued and outstanding immediately prior to the Effective Time (other than any Shares described in Section 3.1(b) and any Dissenting Shares) will be converted into the right to receive the Offer Price in cash (the “Merger Consideration”), payable to the holder thereof upon surrender of such Shares in the manner provided in Section 3.4; (b) each Share held in the treasury of the Company or owned by the Company or any direct or indirect wholly owned Subsidiary of the Company and each Share owned by Parent, Purchaser or any direct or indirect wholly owned Subsidiary of Parent or Purchaser immediately prior to the Effective Time will be cancelled and retired without any conversion thereof, and no consideration shall be delivered in exchange thereof; and (c) each share of capital common stock of Purchaser shall issued and outstanding immediately prior to the Effective Time will be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation. (b) Any shares of Company Common Stock . All Shares that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be have been converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner Merger Consideration as provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) 3.1 shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder the holders of a certificate certificates which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except to such Shares other than the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this AgreementSection 3.4. If, without interest. (d) The Merger Consideration shall be adjusted to reflect fully during the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after period from the date of this Agreement and prior to through the Effective Time, the Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, or if a record date with respect to any such event shall occur during such period, then the Merger Consideration shall be appropriately adjusted.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, the holders of any Shares or the holders of securities of Purchaser Parent or the CompanyMerger Sub: (a) Each Share issued and outstanding share of capital stock of Purchaser shall immediately before the Effective Time (other than any Common Shares to be cancelled pursuant to Section 2.1(b) and any Dissenting Shares, as such term is defined in Section 2.4 below) will be cancelled and extinguished and be converted into the right to receive $19.00 in cash payable to the holder of such Share, without interest (the “Merger Consideration”), upon surrender of either certificates formerly representing such Shares (“Certificates”) or any book-entry Shares (“Book-Entry Shares”) in the manner provided in Section 2.2. All such Shares, when so converted, will no longer be outstanding and become will be automatically cancelled, retired and cease to exist. Each holder of Certificates or Book-Entry Shares will cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration, without interest, for such Shares upon the surrender of such Certificate or Book-Entry Share in accordance with Section 2.2. (b) Each Common Share held in the treasury of the Company and each Share owned by Parent, Merger Sub or any direct or indirect wholly-owned Subsidiary of the Company, Parent or Merger Sub immediately before the Effective Time will be cancelled and extinguished, and no payment or other consideration will be made with respect to such Common Shares. (c) Each common share, no par value per share, of Merger Sub issued and outstanding immediately before the Effective Time will thereafter represent one (1) validly issued, fully paid and nonassessable share of common stockshare, no 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 or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 the holders of any securities of Purchaser or the Company: (a) Each issued and outstanding share of capital stock of Purchaser Purchaser, and any Share owned by a Subsidiary of the Company, or a Subsidiary of Parent other than Purchaser, shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, $.0l par value $0.01 per sharevalue, of the Surviving Corporation. (b) Any shares of Company Common Stock Shares that are owned by the Company as treasury stock stock, and any Shares or Series D-1 Shares owned by Parent, the Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) issued and outstanding Share (other than (xi) Shares to be converted into common stock of the Surviving Corporation in accordance with Section 2.7(a), (ii) Shares to be canceled in accordance with Section 2.7(b) and (yiii) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price Price, subject to any required withholding of Taxes, payable to the holder thereof upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Sub, the Company or the holders of any securities capital stock of Purchaser the Company or the CompanySub: (ai) Conversion of Company Common Stock. Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) 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 (each, a “Share” and collectively, the Company as treasury stock “Shares”) issued and any Shares or Series D-1 Shares owned by Parentoutstanding immediately prior to the Effective Time, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) the Cancelled Shares to be canceled in accordance with Section 2.7(b) and (y) any the Dissenting Shares), shall automatically be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, $12.97 in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Sharecash, without interest (collectively, the “Merger Consideration”). All , and all of such Shares and Series D-1 Sharesshall cease to be outstanding, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of certificate representing a certificate which immediately prior to the Effective Time Share (a “Certificate”) or non-certificated Share represented by book-entry (“Book-Entry Shares”) that formerly represented any such of the Shares or such Series D-1 (other than the Cancelled Shares and the Dissenting Shares) shall thereafter be cancelled and cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreementwithout interest thereon, without interestsubject to Section 2.05. (dii) The Merger Consideration Cancellation of Company-Owned Shares and Parent-Owned Shares. All Shares that are held in the treasury of the Company or owned of record by any wholly-owned Company Subsidiary and all Shares owned of record by Parent or any of its wholly-owned Subsidiaries (such Shares, the “Cancelled Shares”) shall be adjusted cancelled and shall cease to reflect fully the effect of any reclassificationexist, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with no payment being made with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Timethereto.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of Agere, Acquisition, the Company or the holders of any securities of Purchaser or the Companyfollowing securities: (a) Each the equity interests in Acquisition shall remain the equity interests of the Surviving Entity; (i) each share of Company Common Stock and Series A Preferred Stock, whether issued and outstanding and owned by any Person (including any Preferred Stockholder, Agere or Acquisition) or owned or held in treasury by the Company, shall be canceled and retired without any conversion thereof and no payment or distribution shall be made with respect thereto; and (ii) each Company Option, whether issued and outstanding and owned by any Person (including Agere or Acquisition) or owned by the Company, shall be canceled and extinguished without any conversion or exercise thereof, and no payment or distribution shall be made with respect thereto; (c) subject to the provisions of Section 1.7, each share of capital stock of Purchaser Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall be converted into and become one (1) 0.2271 of a validly issued, fully paid and nonassessable share of Class A common stock, par value $0.01 .01 per share, of Agere, including the Surviving Corporation.associated Class A right to purchase Series A Junior Participating Preferred Stock (the "Agere Common Stock"). The shares of Agere Common Stock to be distributed in exchange for the Series B Preferred Stock are referred to herein collectively as the "Agere Shares"; and (bd) Any shares each share of Company Common Capital Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to existretired, and each holder of record of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 Shares shares of Company Capital Stock shall cease to have any rights with respect theretothereto other than, except solely with respect to the Series B Preferred Stock, (i) the right to receive the Merger Consideration Agere Shares to be issued in consideration therefor upon the surrender of such certificate certificate, (ii) any dividends and other distributions in accordance with this AgreementSection 1.8(c) and (iii) any cash, without interest. (d) The Merger Consideration shall , to be adjusted to reflect fully the effect paid in lieu of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution fractional share of securities convertible into Shares), reorganization, recapitalization or other like change Agere Common Stock in accordance with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective TimeSection 1.7.

Conversion of Securities. At the Effective Time, by virtue as a result of the Merger and without any further action on the part of the holders REIT II, SSTI, Purchaser or any holder of any securities capital stock of Purchaser REIT II, SSTI or the CompanyPurchaser: (a) Each share of REIT II Common Stock issued and outstanding share immediately prior to the Effective Time (other than shares owned by SSTI, Purchaser or any other direct or indirect wholly-owned Subsidiary of capital stock SSTI and shares that are owned by REIT II or any direct or indirect wholly-owned Subsidiary of Purchaser REIT II, and in each case not held on behalf of third parties which shall be cancelled pursuant to the following sentence) shall be converted into into, and become one (1) validly issued, fully paid and nonassessable share exchangeable for a number of shares of common stock, par value $0.01 0.001 per share, of SSTI (the Surviving Corporation. (b“SSTI Common Stock”) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and Exchange Ratio (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 SharesAt the Effective Time, when so converted, all shares of REIT II Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of shares of REIT II Common Stock not be represented by a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares Certificate shall cease to thereafter only have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interestConsideration. (db) The Merger Consideration shall be adjusted to reflect fully Each share of common stock, par value $0.001 per share, of the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement Purchaser issued and outstanding immediately prior to the Effective Time, shall remain outstanding and unchanged after the Effective Time and shall constitute all of the issued and outstanding equity interests of the Surviving Corporation after the Effective Time.

Conversion of Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the holders of any securities of Purchaser Merger Sub or the Company: (a) Each then issued and outstanding share of capital stock of Purchaser Merger Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, $.01 par value $0.01 per sharevalue, of the Surviving Corporation. (b) Any shares of Company Common Stock Shares that are owned by the Company as treasury stock stock, and any Shares or Series D-1 all Shares owned by Parent or any subsidiary of Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) issued and outstanding Share (other than (xi) Shares to be canceled in accordance with Section 2.7(b) and (yii) any Dissenting SharesShares (as hereinafter defined)), shall be converted into the right to receive an amount (A) one CSR and (B) the Exchange Ratio of cash equal a share of Parent Common Stock, issuable to the Offer Price payable holder thereof upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product "Merger Consideration"). As of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrenderEffective Time, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All all such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares (each, a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.8(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.8(e), in each case to be issued or paid in consideration therefor upon the surrender of such certificate Certificate in accordance with this AgreementSection 2.8(b), without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Sub, the Company or the holders of any securities a certificate or certificates (the “Certificates”) evidencing the Company Shares or non-certificated shares of Purchaser Company Shares represented by book-entry on the records of the Company or the Company:’s transfer agent (the “Book-Entry Shares”): (a) Each Company Share issued and outstanding immediately prior to the Effective Time (other than any Company Shares to be canceled pursuant to Section 2.6(b) and any Dissenting Company Shares) shall be canceled and converted automatically into the right to receive an amount in cash, without interest, equal to the Merger Consideration, payable to the holder of such Company Share, in the manner provided in Section 2.9. If, between the date of this Agreement and the Effective Time, the outstanding Company Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall be adjusted to the extent appropriate for all purposes of this Article 2. (b) Each Company Share held in the treasury of the Company and each Company Share owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be 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. (c) Each share of capital common stock of Purchaser Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become exchanged for one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, stock of the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interest. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Parent, Merger Sub, the Company or the holders of any securities of Purchaser Merger Sub or the Company, other than as contemplated in this Agreement: (a) Each share of Merger Sub Common Stock issued and outstanding share of capital stock of Purchaser immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.01 0.001 per share, of the Surviving Corporation., so that immediately following the Effective Time, Parent will be the holder of all the issued and outstanding shares of capital stock of the Surviving Corporation; and (b) Any shares Subject to the provisions of Sections 1.8 and 1.9, each share of Company Common Stock that are owned by (each a “Company Share”) issued and outstanding immediately prior to the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), Effective Time shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender178,000 validly issued, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest fully paid and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of non-assessable shares of Company Parent Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Parent Shares”), calculated after giving effect to the Reverse Stock Split (the “Merger Consideration”). Any fractional Parent Shares resulting from the aforementioned conversion shall not be issued by Parent and shall be rounded up to the nearest whole number of Parent Shares. All such Shares and Series D-1 Company Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to existretired, and each holder of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 Shares shares shall cease to have any rights with respect thereto, except the right to receive certificates representing the Merger Consideration therefor upon the surrender of Parent Shares into which such certificate in accordance with this Agreement, without interestshares are converted. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.

Conversion of Securities. At (a) Subject to Sections 1.5(b) through (e), at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the holders Company or any stockholder of any securities of Purchaser or the Company: (ai) Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Any any shares of Company Common Stock that are owned then held by the Company as treasury stock and or any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company (or held in the Company's treasury) shall be automatically canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor.; (cii) Each any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor; (iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; (iv) except as provided in clauses "(i) Share )" and "(other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Sharesii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive an amount (A) one share of cash equal to Parent Common Stock multiplied by (B) the Offer Price payable upon surrender, Exchange Ratio (as defined in Section 1.5(b)(ii) (Parent and the manner Company agree that as of the date of this Agreement (without taking into account any of the potential adjustments provided in this Agreement), to the holder Exchange Ratio would be 1.494). (v) each share of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) Company Preferred Stock then outstanding shall be converted into the right to receive an amount (A) one share of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Parent Preferred Stock Certificate of Designation multiplied by (B) the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interestExchange Ratio. (db) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date For purposes of this Agreement and prior to the Effective Time.Agreement:

Conversion of Securities. (a) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of Company Common Stock, each share of Company Common Stock, issued and outstanding immediately prior to the holders Effective Time (other than (i) any shares of Company Common Stock subject to Company Awards (which shall be subject to Section 3.3) and (ii) any securities shares of Purchaser or Company Common Stock held in the treasury of the Company, which treasury shares shall be canceled as part of the Merger and shall not constitute Company Common Stock hereunder (each such share, a “Treasury Share”) (clauses (i) and (ii) collectively, the “Excluded Shares”)), shall be surrendered and automatically converted into the right to receive: (ai) Each issued an amount in cash equal to the quotient obtained by dividing (A) the Obagi Cash Consideration by (B) the number of Aggregate Fully Diluted Company Common Shares; and (ii) a number of shares of Domesticated Acquiror Common Stock equal to the quotient obtained by dividing (A) the Obagi Stock Consideration by (B) the number of Aggregate Fully Diluted Company Common Shares. (b) At the Effective Time, by virtue of the Merger and outstanding without any action on the part of Acquiror or Merger Sub, each share of capital stock of Purchaser Merger Sub Common Stock shall be converted into and become one (1) a validly issued, fully paid and nonassessable non-assessable share in the capital of common stock, the Surviving Company of par value $0.01 per share0.50, which together shall constitute the only outstanding shares of the Surviving Corporation. (b) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange thereforCompany. (c) Each (i) Share (other than (x) Shares Notwithstanding anything in this Agreement to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares)the contrary, no fractional shares of Acquiror Common Stock shall be converted into issued in the right to receive an amount of cash equal Merger, with any fractional shares rounded down to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interestnearest whole share. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and 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 Parent, Merger Sub, the Company or the holders of any securities of Purchaser Merger Sub or the Company, other than as contemplated in this Agreement: (a) Each share of Merger Sub Common Stock issued and outstanding share of capital stock of Purchaser immediately prior to the Effective Time shall be converted 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, Parent will be the holder of all the issued and outstanding shares of capital stock of the Surviving Corporation; and (b) Subject to the provisions of Sections 1.8 and 1.9, each share of Company Common Stock (each a “Company Share”) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Any non-assessable shares of Company Parent Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Parent Shares”), calculated after giving effect to the Forward Stock Split (the “Merger Consideration”). Any fractional Parent Shares resulting from the aforementioned conversion shall not be issued by Parent and shall be rounded up to the nearest whole number of Parent Shares. All such Shares and Series D-1 Company Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to existretired, and each holder of a certificate which immediately prior to the Effective Time represented representing any such Shares or such Series D-1 Shares shares shall cease to have any rights with respect thereto, except the right to receive certificates representing the Merger Consideration therefor upon the surrender of Parent Shares into which such certificate in accordance with this Agreement, without interestshares are converted. (d) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement and prior to the Effective Time.

Conversion of Securities. At the Effective Time, by virtue as a result of the Merger and without any further action on the part of the holders REIT I, SSTI, Purchaser or any holder of any securities capital stock of Purchaser REIT I, SSTI or the CompanyPurchaser: (a) Each share of REIT I Common Stock issued and outstanding share immediately prior to the Effective Time (other than shares owned by SSTI, Purchaser or any other direct or indirect wholly-owned Subsidiary of capital stock SSTI and shares that are owned by REIT I or any direct or indirect wholly-owned Subsidiary of Purchaser REIT I, and in each case not held on behalf of third parties which shall be cancelled pursuant to the following sentence) shall be converted into into, and become one (1) validly issued, fully paid and nonassessable share exchangeable for a number of shares of common stock, par value $0.01 0.001 per share, of SSTI (the Surviving Corporation. (b“SSTI Common Stock”) Any shares of Company Common Stock that are owned by the Company as treasury stock and any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each (i) Share (other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares), shall be converted into the right to receive an amount of cash equal to the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Share, without interest and Exchange Ratio (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) shall be converted into the right to receive an amount of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Preferred Stock Certificate of Designation multiplied by the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 SharesAt the Effective Time, when so converted, all shares of REIT I Common Stock shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of shares of REIT I Common Stock not be represented by a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares Certificate shall cease to thereafter only have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interestConsideration. (db) The Merger Consideration shall be adjusted to reflect fully Each share of common stock, par value $0.001 per share, of the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date of this Agreement Purchaser issued and outstanding immediately prior to the Effective Time, shall remain outstanding and unchanged after the Effective Time and shall constitute all of the issued and outstanding equity interests of the Surviving Corporation after the Effective Time.

Conversion of Securities. At (a) Subject to Sections 1.5(b) through (e), at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the holders Company or any stockholder of any securities of Purchaser or the Company: (ai) Each issued and outstanding share of capital stock of Purchaser shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Any any shares of Company Common Stock that are owned then held by the Company as treasury stock and or any Shares or Series D-1 Shares owned by Parent, Purchaser, any other Subsidiary of Parent or a Subsidiary of the Company (or held in the Company's treasury) shall be automatically canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor.; (cii) Each any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be canceled and retired and shall cease to exist at the Effective Time, and no consideration shall be delivered in exchange therefor; (iii) each share of the common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation; (iv) except as provided in clauses "(i) Share )" and "(other than (x) Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Sharesii)" of this sentence, each share of Company Common Stock then outstanding shall be converted into the right to receive an amount (a) one share of cash equal to Parent Common Stock multiplied by (b) the Offer Price payable upon surrender, Exchange Ratio (as defined in Section 1.5(b)(ii) (Parent and the manner Company agree that as of the date of this Agreement (without taking into account any of the potential adjustments provided in this Agreement), to the holder Exchange Ratio would be 1.494). (v) each share of the certificate formerly representing such Share, without interest and (ii) Series D-1 Share (other than (x) Series D-1 Shares to be canceled in accordance with Section 2.7(b) and (y) any Dissenting Shares) Company Preferred Stock then outstanding shall be converted into the right to receive an amount (a) one share of cash equal to the product of the number of shares of Company Common Stock into which such Series D-1 Shares are convertible pursuant to and in accordance with Section A.5 of the Series D-1 Parent Preferred Stock Certificate of Designation multiplied by (b) the Offer Price payable upon surrender, in the manner provided in this Agreement, to the holder of the certificate formerly representing such Series D-1 Share, without interest (collectively, the “Merger Consideration”). All such Shares and Series D-1 Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such Shares or such Series D-1 Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with this Agreement, without interestExchange Ratio. (db) The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Shares), reorganization, recapitalization or other like change with respect to Shares, occurring (or for which a record date is established) after the date For purposes of this Agreement and prior to the Effective Time.Agreement: