Common use of Conversion of Shares Clause in Contracts

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.

Conversion of Shares. (a) At the First Company Merger Effective Time by virtue of the First Company Merger and without any action on the part of the Company, Merger Subsidiary One or any holder of any capital stock of the Company or Merger Subsidiary One: (i) Except as otherwise provided in Section 2.02(a)(iii), Section 2.02(a)(iv) and except for Dissenting Shares, each share of Company Stock outstanding immediately prior to the First Company Merger Effective Time (which, for the avoidance of doubt, shall exclude the Exchange Shares) shall be converted, at the election of the holder thereof (such election to receive consideration referred to in either clause (A) or (B), the “Election”), in accordance with the procedures set forth in Section 2.03, into the right to receive the following consideration, without interest (the consideration referred to in either clause (A) or (B), collectively, as modified by Section 2.02(a)(v) and Section 2.02(a)(vi), the “Company Merger Consideration”): (A) $100.00 in cash (the “Company Option A Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option A Effective Exchange Ratio (the “Company Option A Stock Consideration,” and together with the Company Option A Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option A Merger Consideration”) or (B) $115.00 in cash (the “Company Option B Cash Consideration”), and a number of shares of the Company Surviving Corporation Stock equal to the Option B Effective Exchange Ratio (the “Company Option B Stock Consideration,” and together with the Company Option B Cash Consideration and the cash in lieu of fractional shares of the Company Stock as specified below, the “Company Option B Merger Consideration”). As of the First Company Merger Effective Time, the manner and basis of converting the all such shares of stock of Acquisition Sub Company Stock shall no longer be outstanding and Target shall automatically be as follows:canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Company Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03. (aii) Each share of common stock of Acquisition Sub Merger Subsidiary One outstanding immediately prior to the First Company Merger Effective Time shall be converted into and become one share of Company Surviving Corporation Stock. (iii) Each share of Company Stock held by the Company as treasury stock or owned by Merger Subsidiary One immediately prior to the First Company Merger Effective Time (including, without limitation, the Exchange Shares) shall be canceled, and no payment shall be made with respect thereto. (iv) Each share of Company Stock held by any direct or indirect wholly owned Subsidiary of the Company or any direct or indirect wholly owned Subsidiary of Parent (in each case, other than Merger shall, Subsidiary One) shall be converted into and become one share of Company Surviving Corporation Stock. (b) At the Second Company Merger Effective Time by virtue of the Second Company Merger and without any action on the part of the Company Surviving Corporation, Merger Subsidiary Two or any holder of any capital stock or equity interests (as applicable) of the Company Surviving Corporation or Merger Subsidiary Two: (i) Each share of Company Surviving Corporation Stock issued and outstanding immediately prior to the Second Company Merger Effective Time (which, for the avoidance of doubt, shall only include the shares of Company Surviving Corporation Stock issued or to be issued in connection with the First Company Merger and shall not include any shares of Company Stock that were not converted into the right to receive the Company Merger Consideration pursuant to Section 2.02(a)(i)) shall automatically be converted into the right to receive one share of New Charter Common Stock (the “New Charter Merger Consideration”). As of the Second Company Merger Effective Time, all such shares of Company Surviving Corporation Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the New Charter Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be issued or paid in accordance with Section 2.03, without interest. (ii) Each membership unit of Merger Subsidiary Two outstanding immediately prior to the Second Company Merger Effective Time shall continue to remain outstanding as a membership unit of Merger Subsidiary Two Surviving Entity and shall constitute the only outstanding equity interests of the Merger Subsidiary Two Surviving Entity. (c) At the Parent Merger Effective Time by virtue of the Parent Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one Merger Subsidiary Three or any holder of any capital stock or equity interests (as applicable) of Parent or Merger Subsidiary Three: (i) Each share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Class A Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share Stock issued and outstanding immediately prior to the Parent Merger Effective Time (other than treasury sharesany share of Parent Class A Common Stock to be canceled pursuant to Section 2.02(c)(ii)) shall by virtue of the Merger automatically be converted into the right to receive Two and 53/100 Dollars a number of shares of New Charter Common Stock equal to the Parent Merger Exchange Ratio ($2.53) in cash, without interest thereon, from the “Parent in the manner provided in Section 3.02 hereofMerger Consideration”), and all other rights with respect thereto (subject, the cash in the case lieu of fractional shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of New Charter Common Stock as specified below. As of the NRS) Parent Merger Effective Time, all such shares of Parent Class A Common Stock shall forthwith no longer be outstanding and shall automatically be canceled and retired and shall cease to exist exist, and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding thereafter represent only the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can the Parent Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(h), in each case to be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target issued or through brokers or dealers paid in open market transactionsaccordance with Section 2.03, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per sharewithout interest. (dii) Target Each share of Parent Class A Common Shares Stock held by Parent at as treasury stock or owned directly by Parent immediately prior to the Parent Merger Effective Time of the Merger shall be cancelled and retired, canceled and no new shares of the Surviving Corporation or other property payment shall be issuable made with respect thereto. (iii) Each membership unit of Merger Subsidiary Three outstanding immediately prior to the Parent Merger Effective Time shall continue to remain outstanding as a membership unit of the Parent Surviving Entity and shall constitute the only outstanding equity interests of the Parent Surviving Entity.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for Merger Subsidiary, the Company or the holders of any of the following securities: (a) each issued and converted into, and shall become outstanding as, one share of the Company's common stock, par value $1.05 per share (the "Common Stock") held by the Company as treasury stock and each issued and outstanding share of the Surviving Corporation and Parent as holder Common Stock owned by any subsidiary of the common stock of Acquisition Sub at Company, (collectively, the Effective Time will"Treasury Stock"), without further actionshall be canceled and retired and shall cease to exist, become the holder of record on that date of the same number of Target Common Shares (as defined herein).and no payment or consideration shall be made with respect thereto; (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share each issued and outstanding immediately prior to the Effective Time (share of Common Stock, other than treasury shares) those shares of Common Stock constituting Treasury Stock (the "Exchange Stock"), shall by virtue of the Merger be converted into the right to receive Two receive, subject to Section 1.10(a) of this Agreement and 53/100 Dollars ($2.53) certain adjustment as provided in this Section 1.04(b), an amount in cash, without interest thereoninterest, from Parent equal to $32.00 (the "Merger Consideration") payable to the Record Holder (as defined in Section 1.05(d)) thereof upon surrender of the Certificate (as defined in this Section 1.04(b)) with respect to such shares, provided, however, that at the election of the Record Holder of each issued and outstanding share of Exchange Stock which election shall be in writing and delivered to the Disbursing Agent in a notice of election ("Notice of Election") in the manner form and subject to the written instructions that shall be provided to each Record Holder by the Disbursing Agent pursuant to the terms of this Agreement, the Merger Consideration shall be adjusted and be deemed to be an amount equal to (A) $17.00 plus (B) an amount in cash equal to the Track Business Contingent Earnout Payment as defined and provided for in Section 3.02 hereof5.12 of this Agreement (the "Contingent Consideration") ($17.00 plus the Contingent Consideration being referred to herein as the "Adjusted Merger Consideration") to be paid to the Record Holder of each such share of Common Stock, pursuant and subject to the terms of this Agreement. In the event any such Record Holder fails to make the election hereunder requesting to be paid the Adjusted Merger Consideration within the permitted period of time as shall be designated in written instructions to be distributed by the Disbursing Agent, each such Record Holder shall be deemed to have elected to receive only the amount of $32.00 as Merger Consideration hereunder and shall have no right to any other consideration with respect to the transactions contemplated hereby. At the Effective Time, and notwithstanding anything to the contrary herein, all such shares of Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate or other reasonable evidence of ownership of non-certificated shares, including, but not limited to, those held electronically or in street name (collectively, a "Certificate") representing any such shares of Common Stock shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share the Merger Consideration or, for those Record Holders who so that it can be allocated to elect, the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share.Adjusted Merger Consideration; and (dc) Target Common Shares held by Parent at the Effective Time each issued and outstanding share of the capital stock or ownership interest of Merger Subsidiary shall be cancelled converted into one fully paid and retirednonassessable share of common stock, and no new shares par value $1.05, of the Surviving Corporation or other property shall be issuable with respect theretoCorporation.

Conversion of Shares. (a) At the Effective Time, the manner and basis each share of converting the shares of capital stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share 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 of the Surviving Corporation. (b) All shares of Company Common Stock that are owned by the Company as treasury shares and any shares of Company Common Stock owned by Parent, Sub or any other direct or indirect Subsidiary of Parent shall, at the Effective Time, be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At the Effective Time, each share of Company Common Stock then issued and outstanding (other than treasury sharesCompany Common Stock to be cancelled pursuant to Section 4.1(b)) shall by virtue of the Merger be automatically cancelled and shall cease to exist and be converted into the right to receive Two the Per Share Amount (the “Merger Consideration”), and 53/100 Dollars the holders of Book Entry Shares and the holders of certificates that, immediately prior to the Effective Time, represented outstanding Company Common Stock ($2.53the “Certificates”) shall cease to have any rights with respect thereto other than the right to receive, upon transfer of such Book Entry Shares or delivery of such Certificates in cashaccordance with Section 4.2, the Merger Consideration, without any interest thereon, from for each such share of the Company Common Stock. (d) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof each holder of Company Common Stock that would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall, upon surrender of such holder’s Certificate(s) or Book Entry Share(s) or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.02 hereof4.2(g), and all other rights with respect thereto receive from Parent an amount of cash (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated rounded to the shareholders nearest whole cent), without interest, equal to the product of: (i) such fraction, multiplied by (ii) the volume weighted average trading price of Target who purchased their Target Parent Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars Stock on Nasdaq for the five ($4.505) per shareconsecutive trading days ending on the trading day immediately preceding the date hereof. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.

Conversion of Shares. (a) At the Effective Time, by virtue of the manner Merger and basis without any further action on the part of converting Parent, Merger Sub, the shares Company or any stockholder of stock of Acquisition Sub and Target shall be as followsthe Company: (ai) Each share any shares of Company Common Stock held, directly or indirectly, by any wholly owned Subsidiary of the Company immediately prior to the Effective Time shall be unaffected by the Merger and shall remain outstanding as an equal number of shares of common stock of Acquisition the Surviving Corporation; (ii) any shares of Company Common Stock held by the Company (or held in the Company’s treasury) or held, directly or indirectly, by Parent, Merger Sub or any other wholly owned Subsidiary of Parent immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in Sections 1.5(a)(i), 1.5(a)(ii) and 1.5(d), and subject to Sections 1.5(b), 1.5(c) and 1.7, each share of Company Common Stock outstanding immediately prior to the Effective Time will be converted into the right to receive (A) 0.225 (the “Exchange Ratio”) of a share of Parent Common Stock, (B) any cash in lieu of fractional shares of Parent Common Stock that the holder of such share is entitled to receive pursuant to Section 1.5(c) and (C) any dividends or other distributions that the holder of such share is entitled to receive pursuant to Section 1.7(d) (the consideration described in clauses “(A),” “(B)” and “(C)” being referred to as “Merger Consideration”); and (iv) each share of the common stock, $0.001 par value per share, of Merger Sub outstanding immediately prior to the Effective Time will be converted into one share of common stock of the Merger Surviving Corporation. (b) If, during the period commencing on the date of this Agreement and ending upon the earlier of (i) the Effective Time and (ii) the valid termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), 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, or if a stock dividend is declared by the Company during such period, or a record date with respect to any such event occurs during such period, then the Exchange Ratio will be adjusted to the extent appropriate to provide the same economic effect as contemplated by this Agreement prior to such action. If, during the Pre-Closing Period, the outstanding shares of Parent 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, or if a stock dividend is declared by Parent during such period, or a record date with respect to any such event occurs during such period, then the Exchange Ratio will be adjusted to the extent appropriate to provide the same economic effect as contemplated by this Agreement prior to such action. (c) No fraction of a share of Parent Common Stock shall be issued in connection with the Merger, and no certificates or scrip for any such fractional share shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractions of a share of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share, upon surrender of such holder’s Company Stock Certificate(s) or the transfer of Uncertificated Company Shares, be paid in cash the dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the Parent Measurement Price. (d) At the Effective Time, by virtue of the Merger and without any action on the part of Parentany Person, be exchanged for and converted into, and shall become outstanding as, one each share of the common stock of the Surviving Corporation Company Restricted Stock that is outstanding and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held unvested immediately prior to the Effective Time and held by a Continuing Employee or Continuing Service Provider shall be converted, subject to Section 1.5(c), into that number of shares of Parent Restricted Stock equal to the Merger product of (i) the number of shares of Company Common Stock subject to such Company Restricted Stock award, multiplied by (ii) the Exchange Ratio (each such assumed share of Company Restricted Stock, as Target treasury stockso adjusted, if anya share of “Converted Restricted Stock”). Any Converted Restricted Stock issued in accordance with this Section 1.5(d) shall be subject to substantially the same terms and conditions as were applicable to such shares of Company Restricted Stock prior to the Effective Time; provided, however, that all references to the “Company” in each Company Equity Plan and each award agreement shall be deemed to be references to Parent. Notwithstanding anything to the contrary contained in this Agreement, at the Effective Time, by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment any action on the part of any consideration therefor. (c) Each Target Common Share issued Person, each share of Company Restricted Stock that is outstanding and outstanding unvested immediately prior to the Effective Time (other than treasury shares) shall and held by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share a Person who is not a Continuing Employee or a Continuing Service Provider shall be cancelled canceled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareextinguished for no consideration. (de) Target Common Shares held by Parent at the Effective Time No interest will be paid or will accrue on any Merger Consideration payable to holders of the Merger shall be cancelled and retired, and no new shares Company Stock Certificates or in respect of the Surviving Corporation or other property shall be issuable with respect theretoUncertificated Company Shares.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to At the First Effective Time of the Merger shallTime, by virtue of the First Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one share Merger Sub II or the Company or any holder of the common capital stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).Company: (bi) Each Target Except as otherwise provided in Section 2.03(a)(iii) or Section 2.03(a)(iv), each share of Company Common Share held Stock issued and outstanding as of immediately prior to the First Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two 1 validly issued and 53/100 Dollars ($2.53) allotted, fully paid-up Merger Sub I Share, subject to adjustment in cashaccordance with Section 2.08. As of the First Effective Time, without interest thereonall such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, from Parent and shall thereafter represent only the right to receive the shares of Merger Sub I as set forth in the manner immediately preceding sentence, and any cash in lieu of fractional shares in accordance with Section 2.05. (ii) Except as otherwise provided in Section 3.02 hereof2.03(a)(iii) or Section 2.03(a)(iv), each share of Company Series C Preferred Stock issued and outstanding as of immediately prior to the First Effective Time shall be converted into the right to receive the Per Share Liquidation Preference in cash without interest (the “Preferred Stock Consideration”). As of the First Effective Time, all such shares of Company Series C Preferred Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and all other rights shall thereafter represent only the right to receive Preferred Stock Consideration, to be paid in accordance with Section 2.04, without interest. (iii) Each share of Company Stock held by the Company as treasury stock immediately prior to the First Effective Time shall be canceled, and no payment shall be made with respect thereto thereto. (subjectiv) Each share of Company Stock held by Parent, Merger Sub I, HoldCo or by any Subsidiary of the Company, Parent, Merger Sub I or HoldCo immediately prior to the First Effective Time shall be converted into such number of shares of common stock of the Surviving Corporation such that Parent, Merger Sub I, HoldCo or each such Subsidiary, as applicable, owns the same percentage of Surviving Corporation immediately following the First Effective Time as Parent, Merger Sub I, HoldCo or such Subsidiary owned in the Company immediately prior to the First Effective Time. (v) Each share of common stock of Merger Sub II outstanding immediately prior to the First Effective Time shall be converted into and become one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and, except as provided in Section 2.03(a)(iv), shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (b) At the Second Effective Time by virtue of the Second Merger and without any action on the part of Merger Sub I or HoldCo or any holder of the capital stock of HoldCo or Merger Sub I Share: (i) Except as otherwise provided in Section 2.03(b)(ii) and Section 2.05 and subject to adjustment in accordance with Section 2.08, each Merger Sub I Share outstanding (and each right to receive such Merger Sub I Shares) as of immediately prior to the Second Effective Time shall be converted into the right to receive 0.300 (the “Exchange Ratio”) validly issued and allotted, fully paid-up HoldCo ADSs against the deposit of the requisite number of HoldCo Shares (together with the cash in lieu of fractional HoldCo ADSs (or HoldCo Shares) provided for in Section 2.05, the “Common Stock Consideration” and, together with the Preferred Stock Consideration, the “Merger Consideration”). Notwithstanding anything to the contrary in this Agreement, the holders of Merger Sub I Shares as of immediately prior to the Second Effective Time may elect to receive 0.300 validly issued and allotted, fully paid-up HoldCo Shares in lieu of the Common Stock Consideration, in which case (1) any and all HoldCo Shares delivered to such holders who have elected to receive HoldCo Shares shall, for all purposes of this Agreement, be deemed to be the case Common Stock Consideration and (2) Parent shall be deemed to have satisfied its obligations under this Agreement with respect to HoldCo ADSs through the registration, issuance, delivery and listing of shares owned HoldCo Shares. The Merger Consideration shall be given in consideration for the acquisition by dissenting Shareholders, to appraisal rights under Chapter 92A HoldCo of all of the NRS) assets and liabilities of Merger Sub I including but not limited to all the shares in the Surviving Corporation held by Merger Sub I. As of the Second Effective Time, all such Merger Sub I Shares shall forthwith no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding thereafter represent only the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can the Common Stock Consideration and the right to receive any dividends or other distributions pursuant to Section 2.04(f), in each case to be allocated to the shareholders issued or paid in accordance with Section 2.04, without interest, and any cash in lieu of Target who purchased their Target Common Shares directly from Target or through brokers or dealers fractional shares in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareaccordance with Section 2.05. (dii) Target Common Shares Each Merger Sub I Share (A) held by Parent at HoldCo or any of its Subsidiaries (including Parent), (B) held by Merger Sub I as treasury stock immediately prior to the Second Effective Time or (C) that was not issued in the First Merger pursuant to Section 2.03(a)(i) in exchange for a share of the Merger Company Common Stock shall be cancelled and retiredcanceled, and no new shares of the Surviving Corporation or other property payment shall be issuable made with respect thereto.

Conversion of Shares. At the Effective Time, by virtue of the manner Merger and basis without any action on the part of converting the shares any of stock of Purchaser, Acquisition Sub and Target shall be as followsor the Company: (a) Each share of common stock of Acquisition Sub Company Common Stock issued and outstanding immediately prior to the Effective Time Time, together with the associated Rights issued pursuant to the Rights Agreement, other than (i) any Shares to be canceled pursuant to Sections 1.10(b) and 1.10(c) and (ii) any Dissenting Shares (as defined in Section 2.1 hereof), shall be canceled and extinguished and be converted into the right to receive $18.35 in cash (the "Merger Consideration"), payable to the holder thereof, without interest thereon, upon the surrender of the certificate formerly representing such Share in the manner provided in Section 2.2 hereof and less any required withholding of Taxes (as hereinafter defined). From and after the Effective Time, all such Shares shall no longer be outstanding and shall be deemed to be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor, without interest thereon, upon the surrender of such certificate in accordance with Section 2.2 hereof, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Article 13 of the GBCC. (b) Each Share held in the treasury of the Company and each Share owned by any Subsidiary of the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of ParentAcquisition Sub, the Company or the holder thereof, be exchanged for canceled, retired and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease case to exist and no payment or distribution shall be cancelled and retired without payment of any consideration thereformade with respect thereto. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) share of common stock, par value $0.01 per share, of Acquisition Sub, shall by virtue of the Merger be converted into the right to receive Two one (1) validly issued, fully paid and 53/100 Dollars ($2.53) in cashnonassessable share of common stock, without interest thereonno par value, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoCorporation.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of ParentChemical, be exchanged for and converted intoTalmer, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become or the holder of record on that date any of the same number of Target Common Shares (as defined herein).following securities: (ba) Each Target share of Common Share held immediately prior to Stock, $1.00 par value per share, of Chemical (the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c“Chemical Common Stock”) Each Target Common Share issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger. (b) All shares of Class A Common Stock, $1.00 par value per share, of Talmer (the “Talmer Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned, directly or indirectly, by Talmer or Chemical (other than treasury sharesTrust Account Shares and other than shares of Talmer Common Stock held as a result of debts previously contracted) shall no longer be outstanding, shall automatically be cancelled, and shall cease to exist, and no Chemical Common Stock or other consideration shall be delivered in exchange therefor. (c) Subject to Section 1.4(e), each share of Talmer Common Stock, except for shares of Talmer Common Stock owned by virtue Chemical, Talmer, or any of the Merger their respective wholly-owned Subsidiaries (other than Trust Account Shares and shares of Talmer Common Stock held as a result of debts previously contracted), shall be converted into the right to receive Two (i) 0.4725 shares (the “Exchange Ratio”) of validly issued, fully paid, and 53/100 Dollars nonassessable shares of Chemical Common Stock (the “Stock Consideration”); and (ii) $2.53) 1.61 in cash, without interest thereon(the “Cash Consideration” and, from Parent in together with the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoingStock Consideration, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share“Merger Consideration”). (d) Target All of the shares of Talmer Common Shares held by Parent at Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding, shall automatically be cancelled, and shall cease to exist as of the Effective Time Time, and each book entry notation of record ownership and each certificate previously representing any such shares of Talmer Common Stock shall thereafter represent only the right to receive the Merger Consideration into which the shares of Talmer Common Stock represented by such book entry notation of record ownership or such certificate have been converted pursuant to this Section 1.4, as well as any dividends to which holders of Talmer Common Stock become entitled in accordance with Section 2.2. (e) If, between the date of this Agreement and the Effective Time, there is declared (with an effective time prior to the Effective Time) or effected a reorganization, reclassification, recapitalization, stock split (including a reverse stock split), split-up, stock dividend or stock distribution (including any dividend or distribution of securities convertible into Chemical Common Stock or Talmer Common Stock), combination, exchange, or readjustment of shares with respect to, or rights issued in respect of, Chemical Common Stock or Talmer Common Stock, the Exchange Ratio shall be proportionately adjusted accordingly to provide to the holders of Talmer Common Stock the same economic effect as contemplated by this Agreement prior to such event. Notwithstanding any other provisions of this Section 1.4(e), no adjustment shall be made in the event of the Merger shall be cancelled and retired, and no new issuance of additional shares of Chemical Common Stock or Talmer Common Stock pursuant to any dividend reinvestment plan or direct investment plan of Chemical or Talmer, as applicable, pursuant to the Surviving Corporation exercise of stock options awarded under any director, employee or affiliate stock option plans of Chemical or Talmer, as applicable, or their Subsidiaries, or upon the grant or sale of shares or rights to receive shares to or for the account of any director, employee, or Affiliate of Chemical or Talmer, as applicable, or any of their Subsidiaries pursuant to any stock option or other property shall be issuable compensation or benefit plans of Chemical or Talmer, as applicable, or in connection with respect theretothe issuance of shares as consideration in a transaction where Chemical or Talmer, as applicable, is the surviving corporation or in connection with any offering of shares where Chemical or Talmer, as applicable, receives consideration in exchange for the shares so offered.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentMerger Sub, be exchanged for and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become Company or the holder of record on that date any of the same number of Target Common Shares (as defined herein).securities specified below: (ba) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury sharesShares to be cancelled pursuant to Section 1.06(b) and other than any Dissenting Shares (as hereinafter defined)) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) the Per Share Amount in cashcash payable to the holder thereof, without interest thereoninterest, from Parent upon surrender of the certificate representing such Share in accordance with Section 1.08 hereof. From and after the manner provided in Section 3.02 hereofEffective Time, and all other the holders of certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto to such Shares except as otherwise provided for herein or by applicable law. (subject, in the case of shares b) Each Share owned by dissenting Shareholdersthe Company or any of its subsidiaries, Parent, Merger Sub or any direct or indirect wholly owned subsidiary of Parent immediately prior to appraisal rights under Chapter 92A the Effective Time shall be cancelled, and no payment or other consideration shall be made with respect thereto. (c) The shares of Merger Sub's common stock, par value $.01 per share, issued and outstanding immediately prior to the Merger shall be converted into and constitute a number of validly issued, fully paid and nonassessable shares of common stock of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated Surviving Corporation equal to the shareholders number of Target who purchased their Target Common Shares directly from Target owned by Parent, Merger Sub or through brokers any direct or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareindirect wholly owned subsidiary of Parent immediately prior to the Effective Time. (d) Target Common Shares held by Parent at The fact that any Share which is issued and outstanding immediately prior to the Effective Time is restricted and/or not yet vested under any Company stock purchase or stock grant plan, shall not affect the right of the Merger holder thereof to receive the Per Share Amount and all such Shares shall without action by any party be cancelled and retired, and no new shares deemed to be vested as of the Surviving Corporation Effective Time, any provision of any such plan or other property shall be issuable with respect theretothis Agreement to the contrary notwithstanding.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (ai) Each each share of common stock Common Stock, par value $0.0001 per share, of Acquisition AvantGo Sub outstanding immediately prior to at the Effective Time of the Merger shallTime, by virtue of the Merger and without any action on the part of Parentthe holders thereof, shall be converted into and exchanged for and converted into, and shall become outstanding as, one share of the common stock Common Stock, par value $0.0001 per share, of the Surviving Corporation and Parent as holder Corporation; and (ii) each share of Common Stock, no par value, of the common stock of Acquisition Sub Company (the "Company Capital Stock") outstanding at the Effective Time willTime, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by --------------------- virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to action on the Effective Time (other than treasury shares) shall by virtue part of the Merger holders thereof, except as otherwise provided in Section 1.4(d), shall be converted into the right to receive Two and 53/100 Dollars the number of shares of AvantGo Stock equal to the following ($2.53the "Exchange Ratio"): (A) in cash2,113,743; divided by (B) the aggregate number of --------------- ---------- shares of Company Capital Stock outstanding on a fully diluted basis at the Effective Time (assuming the exercise immediately prior to the Merger of all outstanding rights to acquire Company Capital Stock, without interest thereon, from Parent whether or not then exercisable). Certain of the shares of AvantGo Stock delivered pursuant to this Section 1.4(a)(ii) shall be subject to AvantGo's repurchase option as set forth in the manner provided Employment Agreements. (b) As a condition to the consummation of the Merger, the Stockholders shall be required to deposit 211,373 of the shares of AvantGo Stock to be received by them in Section 3.02 hereofthe Merger into an escrow account (the "Escrow"), ------ which shares shall be held and released in accordance with the terms of an Escrow Agreement (the "Escrow Agreement") to be entered into by and among ---------------- AvantGo, the Stockholders and a mutually agreeable escrow agent (the "Escrow ------ Agent"), in substantially the form attached hereto as Exhibit B. ----- --------- Stockholder shall be required to deposit into Escrow the Stockholder's Proportionate Interest of the total number of shares of AvantGo Stock to be deposited into Escrow. Such shares shall consist of 50% Restricted Shares (as defined in the Employment Agreements) and 50% non-Restricted Shares. (c) As a result of the Merger and without any action on the part of the holders thereof, at the Effective Time, all shares of Company Capital Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and all other each holder of shares of Company Capital Stock shall thereafter cease to have any rights with respect thereto (subjectto such shares of Company Capital Stock, in except for the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents receive, without interest, shares of AvantGo Stock in accordance with this Section 1.4 and cash for fractional shares of AvantGo Stock in accordance with Section 1.6 of this Agreement upon the surrender of a certificate ($.40each, a "Certificate") per share so that it can be allocated to representing such shares of Company Capital Stock in accordance ----------- with the shareholders provisions of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share.this Article I. (d) Target Common Shares Each share of Company Capital Stock held by Parent the Company as treasury stock or owned by AvantGo or any Subsidiary of AvantGo at the Effective Time of the Merger shall be cancelled and retiredcanceled, and no new shares of the Surviving Corporation or other property payment shall be issuable made with respect thereto. (e) For purposes of this Agreement, (i) the word "Subsidiary" ---------- when of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries; or (B) such Person or any other Subsidiary of such Person is a general partner, it being understood that representations and warranties of a Person concerning any former Subsidiary of such Person shall be deemed to relate only to the periods during which such former Subsidiary was a Subsidiary of such Person; and (ii) the word "Person" means an individual, a corporation, a limited ------ liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof, or any affiliate (as that term is defined in the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")) of any of the foregoing. ------------

Conversion of Shares. (a) At the Effective Time, by virtue of the manner Merger and basis without any action on the part of converting Buyer, Merger Sub, the shares Company or the holders of stock of Acquisition Sub and Target shall be as followsthe following securities: (ai) Each each share of common stock stock, no par value per share, of Acquisition Merger Sub issued and outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, be exchanged for converted into one (1) validly issued, fully paid and converted into, and shall become outstanding as, one nonassessable share of common stock, par value $0.02 per share, of the common Surviving Corporation, which newly issued shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).Corporation; and (bii) Each Target subject to Section 2.4(c) and 2.4(d), each share of Company Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share Stock issued and outstanding immediately prior to the Effective Time (other than treasury sharesDissenting Shares (as defined below) and shares of Company Common Stock held by the Company or any Subsidiary of the Company and as otherwise provided in Section 2.4.(d) hereof) shall be converted into and represent the right to receive an amount in cash equal to the price per share paid in the Offer, without any interest thereon (the “Merger Consideration”), upon the surrender of a certificate (a “Certificate”) representing such share of Company Common Stock as provided in Section 2.6. (b) Immediately following the Effective Time, all shares of Company Common Stock (other than shares of Company Common Stock held by virtue the Company or any Subsidiary of the Company, but excluding the Bankruptcy Shares) shall cease to be outstanding and shall be cancelled and retired 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 shares of Company Common Stock, except for the right to receive, without interest thereon, the Merger Consideration upon the surrender of a Certificate in accordance with the provisions of this Article II. (c) Shares of Company Common Stock that have not been voted for adoption of this Agreement and with respect to which appraisal shall have been properly demanded in accordance with Subchapter 15D and Section 1930 of the PBCL (“Dissenting Shares”) shall not be converted into the right to receive Two the Merger Consideration at or after the Effective Time unless and 53/100 Dollars until the holder of such shares withdraws his demand for such appraisal ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights accordance with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A Subchapter 15D of the NRSPBCL) or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall forthwith withdraw (in accordance with Subchapter 15D of the PBCL) his demand for such appraisal or shall become ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, each of such holder’s Dissenting Shares shall cease to exist be a Dissenting Share and each such share shall be cancelled converted into and retired upon receipt thereof. Notwithstanding represent the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated the Merger Consideration. Prior to the shareholders Effective Time, the Company shall give Buyer prompt notice and copies of Target who purchased any written demands received by the Company for appraisal of shares of Company Common Stock and all written or electronic communications between the Company and its representatives, on the one hand, and the dissenting Company Shareholders and their Target Common Shares directly from Target representatives, on the other hand, relating thereto, and Buyer shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not make any payments with respect to, or through brokers compromise or dealers in open market transactionssettle, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareany demand for appraisal without the prior written consent of Buyer. (d) Target Each share of Company Common Shares held Stock owned by Parent at Buyer or any Subsidiary of Buyer immediately prior to the Effective Time of the Merger shall be cancelled and retiredcancelled, and no new shares of the Surviving Corporation or other property payment shall be issuable made with respect thereto. (e) For purposes of this Agreement, (i) the word “Subsidiary” means, with respect to any Person (as defined below), any corporation, partnership, joint venture, limited liability company or other legal entity of which such Person (either alone or through or together with any other Subsidiary) owns, directly or indirectly, 50% or more of the ownership interests or voting rights with respect to the election of the board of directors or other governing body of, such corporation or other legal entity; and (ii) the word “Person” includes an individual, corporation, partnership, association, trust, unincorporated organization, limited liability company, other entity or group (as defined in Section 13(d)(3) of the Exchange Act).

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, be exchanged for and converted intoMerger Sub, and shall become outstanding as, one share the Company or any stockholder of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).Company: (bi) Each Target Common Share any Shares held immediately prior to the Effective Time of by the Merger as Target treasury stock, if any, Company (or held in the Company’s treasury) shall by virtue of the Merger forthwith cease to exist and automatically be cancelled and retired without payment of any and shall cease to exist, and no consideration shall be delivered in exchange therefor.; (cii) Each Target Common any Shares held immediately prior to the Effective Time by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent or Merger Sub shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) any Shares held immediately prior to the Effective Time by any direct or indirect wholly owned Subsidiary of the Company shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary shall own the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time and no other consideration shall be delivered in exchange therefor (such Shares together with the Shares described in the preceding clauses (i) and (ii), the “Excluded Shares”); (iv) except as provided in clauses (i), (ii) and (iii) above and subject to Section 1.5(b), each Share issued and outstanding immediately prior to the Effective Time (other than treasury sharesany Dissenting Shares, which shall have only those rights set forth in Section 1.7) shall by virtue of the Merger be converted into the right to receive Two the Merger Consideration, in each case without any interest thereon and 53/100 Dollars subject to any withholding of Taxes in accordance with Section 1.6(e); and (v) each share of the common stock, $2.53) in cash0.001 par value per share, without interest thereonof Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation. From and after the Effective Time, from Parent in the manner provided in subject to this Section 3.02 hereof1.5(a), all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and all each applicable holder of such Shares (other than Dissenting Shares) shall cease to have any rights with respect thereto (subjectthereto, except the right to receive the Merger Consideration therefor upon the surrender of such Shares in accordance with Section 1.6 or, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoingDissenting Shares, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers rights set forth in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareSection 1.7. (db) Target Common Shares held by Parent at If, between the date of this Agreement and the Effective Time Time, the outstanding 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 cancelled and retiredappropriately adjusted; provided, and no new shares of the Surviving Corporation or other property that nothing in this Section 1.5(b) shall be issuable with respect theretoconstrued to permit the Company to take any action that is prohibited by Section 4.2 or the other terms of this Agreement.

Conversion of Shares. At Subject to the provisions of this -------------------- Article 3, at the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parentthe holders thereof, the shares of PURCHASER and TARGET shall be exchanged for and converted into, and shall become outstanding as, one as follows: (a) Each share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target PURCHASER Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of TARGET Common Stock (including any shares currently subject to options which are exercised prior to the Effective Time) outstanding immediately prior to the Effective Time, other than treasury shares) shall by virtue shares with respect to which the holders thereof, prior to the Effective Time, met the requirements of, and perfected their dissenters' rights under, Article 13 of the GBCC with respect to shareholders dissenting from the Merger (the "Dissenting Shares"), and shares held by TARGET or by PURCHASER or any of the PURCHASER Subsidiaries, in each case other than in a fiduciary capacity or as a result of debts previously contracted (each an "Outstanding TARGET Share" and, collectively, the "Outstanding TARGET Shares"), shall automatically be converted at the Effective Time into the right to receive Two its Pro-Rata Share of the Cash Consideration and 53/100 Dollars the Stock Consideration ($2.53plus cash in lieu of fractional shares pursuant to subsection (c) below, if applicable), respectively. (c) Notwithstanding any other provision of this Agreement, each holder of Outstanding TARGET Shares exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of PURCHASER Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in cashan amount equal to such fractional part of a share of PURCHASER Common Stock multiplied by $10.00. No such holder will be entitled to dividends, without interest thereonvoting rights, from Parent in the manner provided in Section 3.02 hereof, and all or any other rights with as a shareholder in respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareany fractional shares. (d) Target Each share of the TARGET Common Stock that is not an Outstanding TARGET Share as of the Effective Time shall be cancelled without consideration therefor. (e) No Dissenting Shares shall be converted in the Merger. All such shares shall be cancelled and the holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under Article 13 of the GBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Dissenting Shares in accordance with Article 13 of the GBCC, such shares held by Parent such shareholder shall, upon the happening of that event, be treated the same as all other holders of TARGET Common Stock who at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoheld Outstanding TARGET Shares.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become any Party or the holder of record on that date any of the same number of Target Common Shares (as defined herein).following securities: (ba) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury sharesCommon Shares that are Dissenting Shares or Rollover Shares) shall by virtue of the Merger automatically be cancelled, extinguished and converted into and represent the right to receive Two and 53/100 Dollars an amount in cash equal to the sum of ($2.53i) in cash, the Per Share Merger Consideration (without any interest thereon), from Parent in plus (ii) subject to Section 1.15 and Article 8, the manner provided in Section 3.02 hereofPer Share Escrow Consideration, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholdersif any, to appraisal rights under Chapter 92A of be paid to the NRSCompany Securityholders if and when released in accordance with the Escrow Agreement and this Agreement, plus (iii) subject to Section 1.10(d), the Per Share Holdback Consideration, if any, to be paid to the Company Securityholders if and when released in accordance with this Agreement. (b) Each Series A Preferred Share issued and outstanding immediately prior to the Effective Time (other than Series A Preferred Shares that are Dissenting Shares or Rollover Shares) shall forthwith cease to exist automatically be cancelled, extinguished and each such share shall be cancelled converted into and retired upon receipt thereof. Notwithstanding represent the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated an amount in cash equal to the shareholders sum of Target who purchased their Target (i) the Per Share Merger Consideration (without any interest thereon), plus (ii) subject to Section 1.15 and Article 8, the Per Share Escrow Consideration, if any, to be paid to the Company Securityholders if and when released in accordance with the Escrow Agreement and this Agreement, plus (iii) subject to Section 1.10(d), the Per Share Holdback Consideration, if any, to be paid to the Company Securityholders if and when released in accordance with this Agreement. (c) Each Rollover Share (which, as of the Effective Time, will be held by Buyer) shall be converted into and thereafter evidence that number of validly issued, fully paid and non-assessable shares of common stock, $0.01 par value per share, of the Surviving Corporation that bears the same ratio to the aggregate number of outstanding shares of common stock of the Surviving Corporation that such Rollover Share bore to the aggregate number of outstanding Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareSeries A Preferred Shares immediately prior to the Effective Time. (d) Target Common Shares held by Parent at Each share of common stock, $0.01 par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and thereafter evidence one validly issued, fully paid and non-assessable share of common stock, $0.01 par value per share, of the Merger shall be cancelled and retiredSurviving Corporation, and no new such shares (taken together with the shares of common stock of the Surviving Corporation or other property into which the Rollover Shares are converted pursuant to Section 1.7(c)) shall be issuable with respect theretoconstitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted intoMerger Sub, and shall become outstanding asthe Company or the holders of any of the following securities: (a) Subject to the other provisions of this Section 2.1, one each share of Company Class A Common Stock, Company Class B-1 Common Stock and Company Class B-2 Common Stock (collectively, the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b"Shares") Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury sharesShares canceled pursuant to Section 2.1(b) and Dissenting Shares, if any) shall be canceled and, subject to Section 2.2, shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive Two and 53/100 Dollars (A) shares of common stock, par value $2.530.001 per share, of Parent ("Parent Common Stock") in cashan amount equal to the product of 2.15 (the "Exchange Ratio") and 0.90 (the "Stock Percentage") and (B) an amount in cash equal to the Per Share Cash Amount, issuable and payable, without interest thereoninterest, from Parent upon surrender of the certificate that formerly evidenced such Share (a "Certificate") in the manner provided in Section 3.02 hereof2.7 (together, the "Merger Consideration"). At the Effective Time, all Shares converted pursuant to this Section 2.1(a) shall no longer be outstanding and shall automatically be canceled and cease to exist, and all other each holder of a Certificate shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents the Merger Consideration in accordance with this Section 2.1(a). Notwithstanding anything contained herein to the contrary, if either ($.40i) the tax opinion delivered to Parent referred to in Section 6.2(d) cannot be rendered (as reasonably determined by counsel to Parent) or (ii) the tax opinion delivered to the Company referred to in Section 6.3(d) cannot be rendered (as reasonably determined by counsel to the Company), in either case as a result of the Merger potentially failing to satisfy the "acquisition of control" requirement under Section 368(a)(2)(E) of the Code, the Cash Percentage shall be reduced and the Stock Percentage shall be correspondingly increased to the minimum extent necessary to enable the relevant tax opinion or opinions, as the case may be, to be rendered. As used in this Agreement, the "Per Share Cash Amount" shall be equal to ten percent (the "Cash Percentage") of the product of (x) the Exchange Ratio and (y) the average of the per share so closing sales prices of shares of Parent Common Stock as reported on the New York Stock Exchange (the "NYSE") Composite Transactions reporting system (as reported in The Wall Street Journal or, in absence thereof, by another authoritative source) during the five consecutive trading day period that it can be allocated shares of Parent Common Stock are traded on the NYSE ending on (and including) the fifth trading day immediately prior to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareEffective Time. (db) Target Common Shares Each Share held in treasury of the Company and each Share owned by Merger Sub, Parent at or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time of the Merger shall be cancelled and retiredcanceled without any conversion thereof, and no new shares payment or distribution shall be made with respect thereto. (c) Each share of common stock, par value $0.001 per share, of Merger Sub (the "Merger Sub Common Stock") 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 $0.001 per share, of the Surviving Corporation or other property and shall be issuable with respect theretoconstitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At Subject to the provisions of this ARTICLE 2, at the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentVeritex, Merger Sub, Green or the shareholders of any of the foregoing, the shares of the relevant corporations shall be exchanged for and converted into, and shall become outstanding as, one as follows: (a) Each share of the common capital stock of the Surviving Corporation Veritex issued and Parent as holder of the common stock of Acquisition Sub at outstanding immediately prior to the Effective Time will, without further action, become shall remain issued and outstanding from and after the holder of record on that date of the same number of Target Common Shares (as defined herein)Effective Time. (b) Each Target Common Share held share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock of Green, as the Merger as Target treasury stock, if any, shall by virtue of surviving corporation in the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration thereforMerger. (c) Each Target share of Green Common Share Stock issued and outstanding immediately prior to the Effective Time that is held by Green, any Green Subsidiary, Veritex or any Veritex Subsidiary (in each case other than shares held in any Employee Benefit Plans or related trust accounts or otherwise held in any fiduciary or agency capacity or as a result of debts previously contracted) (collectively, the “Canceled Shares”) shall automatically be canceled and retired and shall cease to exist, and no payment shall be made with respect thereto. (d) Each share of Green Common Stock issued and outstanding immediately prior to the Effective Time (other than treasury sharesexcluding the Canceled Shares) shall by virtue of the Merger be converted into the right to receive Two 0.79 shares (the “Exchange Ratio”) of Veritex Common Stock (the “Merger Consideration”). (e) All shares of Green Common Stock, when so converted pursuant to Section 2.1(d), shall automatically be canceled and 53/100 Dollars retired and shall cease to exist, and each holder of a certificate ($2.53a “Certificate”) in cash, without interest thereon, from Parent or book-entry share (a “Book-Entry Share”) registered in the manner provided in Section 3.02 hereof, and all other transfer books of Green that immediately prior to the Effective Time represented shares of Green Common Stock shall cease to have any rights with respect thereto to such Green Common Stock other than the right to receive the Merger Consideration in accordance with ARTICLE 3, including the right (subjectif any) to receive pursuant to Section 2.4, cash in lieu of fractional shares of Veritex Common Stock into which such shares of Green Common Stock have been converted together with the amounts (if any) payable pursuant to Section 3.1(e). (f) At the effective time of the Second Merger, each share of (a) Veritex Common Stock issued and outstanding immediately prior to such time shall remain issued and outstanding and shall not be affected by the Second Merger and (b) common stock of Green, as the surviving corporation in the case of shares owned by dissenting ShareholdersMerger, issued and outstanding immediately prior to appraisal rights under Chapter 92A of the NRS) such time shall forthwith be canceled and shall cease to exist and each such share neither the Merger Consideration nor any other consideration shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers delivered in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareexchange therefor. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without necessity of any action on the part of Parent▇▇▇▇▇▇▇, be exchanged for and converted into, and shall become outstanding as, one Highland or any holder of any of the following securities: (i) each share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if anypar value $.01 per share, shall by virtue of Highland (the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target "Highland Common Share Stock"), issued and outstanding immediately prior to the Effective Time (other than treasury sharesshares of Highland Common Stock to be canceled pursuant to Section 1.4(a)(ii) and shares of Highland Common Stock held by any holder who shall by virtue have taken the necessary steps under the Delaware Corporation Law to seek appraisal of and demand payment for such shares of Highland Common Stock and who is otherwise entitled to such payment under the Merger Delaware Corporation Law ("Dissenting Stock")), shall be canceled and extinguished and be converted into the right to receive Two $25.45 in cash (the "Merger Consideration"), subject to possible reduction pursuant to Section 8.9(e), without interest; provided, that in no event shall the aggregate amount of Merger Consideration payable pursuant to this Agreement exceed an amount equal to the per share Merger Consideration stated herein multiplied by the sum of (A) 4,243,474 plus (B) such number of shares, not exceeding 475,730, as may be issued after the date hereof pursuant to stock options issued pursuant to the Stock Option Plan (as defined in Section 1.5) that are outstanding as of the date hereof; (ii) except as otherwise provided herein, each share of Highland Common Stock which is issued and 53/100 Dollars outstanding immediately prior to the Effective Time and owned by ▇▇▇▇▇▇▇ or any direct or indirect subsidiary ($2.53as defined in Section 8.10) of ▇▇▇▇▇▇▇ (other than shares held by ▇▇▇▇▇▇▇ or any such subsidiary in casha fiduciary or custodial capacity on behalf of persons other than Highland and its Subsidiaries), or which is held in the treasury of Highland or by any of its Subsidiaries, shall be canceled and retired and no payment shall be made with respect thereto; and (iii) each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be altered or changed by the Merger. (b) Notwithstanding the foregoing provisions or any other provision of this Agreement to the contrary, Dissenting Stock shall not be converted into the right to receive the Merger Consideration at or after the Effective Time unless and until the holder of such Dissenting Stock withdraws such holder's demand for appraisal, with the consent of Highland to the extent such consent may be required, or becomes ineligible for such appraisal. If a holder of Dissenting Stock shall withdraw in writing such holder's demand for appraisal, with the consent of Highland to the extent such consent may be required, or shall become ineligible for such appraisal, whether through failure to comply with the applicable provisions of the Delaware Corporation Law or otherwise, then, as of the later of the Effective Time or the occurrence of such event, such holder's Dissenting Stock shall be automatically converted into and represent solely the right to receive the Merger Consideration without interest thereon. Highland shall give Merger Sub and ▇▇▇▇▇▇▇ prompt written notice of any demands for appraisal, from Parent in withdrawals of demands for appraisal and any other instruments served pursuant to Section 262 of the manner provided in Section 3.02 hereof, and all other rights Delaware Corporation Law received by Highland. Highland shall not voluntarily make any payment with respect thereto (subjectto any demands for appraisal and shall not, in except with the case prior written consent of shares owned by dissenting ShareholdersMerger Sub, settle or offer to appraisal settle any such demands. Each holder of Dissenting Stock shall have only such rights and remedies as are granted to such holder under Chapter 92A Section 262 of the NRS) Delaware Corporation Law. Dissenting Stock shall forthwith cease not, after the Effective Time, be entitled to exist and each such share shall vote for any purpose or be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated entitled to the shareholders payment of Target who purchased their Target Common Shares directly from Target dividends or through brokers other distributions, other than dividends or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at other distributions payable to stockholders of record prior to the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoTime.

Conversion of Shares. At Subject to the provisions of this Article 3, at the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parentthe holders thereof, the shares of the constituent corporations shall be exchanged for and converted into, and shall become outstanding as, one as follows: (a) Each share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Flag Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Except as set forth in Section 3.1(d) below and subject to the conditions set forth herein, each share of FCB Common Stock issued and outstanding at the Effective Time (excluding shares held by Flag or any of its Subsidiaries or by FCB or any of its Subsidiaries, in each case other than treasury sharesshares held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity or as a result of debts previously contracted, and excluding shares held by FCB shareholders who perfect their dissenters’ rights of appraisal as provided in Section 3.4 of this Agreement) shall by virtue of the Merger be converted at the Effective Time into the right to receive Two and 53/100 Dollars 1.6 shares of Flag Common Stock for each share of FCB Common Stock ($2.53the “Exchange Ratio”). (c) in cashAs of the Effective Time, without interest thereon, from Parent in the manner provided each share of FCB Common Stock as set forth in Section 3.02 hereof, 3.1(b) of this Agreement shall cease to be outstanding and all other each holder of a certificate representing any such shares of FCB Common Stock shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can such holder’s pro rata portion of the Merger Consideration and any cash in lieu of fractional shares of Flag Common Stock to be allocated to the shareholders issued or paid in consideration therefor upon surrender of Target who purchased their Target Common Shares directly from Target or through brokers or dealers such certificate in open market transactionsaccordance with Section 4.1 of this Agreement, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per sharewithout interest. (d) Target In no event shall any holder of Flag Common Shares held Stock (other than an Institutional Investor) , be permitted to receive greater than 384,000 shares of Flag Common Stock as a result of the Merger. Notwithstanding anything to the contrary in this Agreement, to the extent that receipt by Parent at any FCB shareholder of his, her or its pro rata portion of the Effective Time shares of Flag Common Stock to be issued pursuant to Section 3.1(b) would result in such shareholder receiving greater than 384,000 shares of Flag Common Stock as a result of the Merger, then the number of shares of Flag Common Stock to be received by such FCB shareholder shall be reduced by the number of shares necessary (such amount being the “Excess Shares”) such that the shareholder shall receive no greater than 384,000 shares of Flag Common Stock as a result of the Merger and, in lieu of such Excess Shares, such shareholder shall be cancelled and retired, and no new shares receive a cash payment equal to the Average Closing Price times the number of the Surviving Corporation or other property shall be issuable with respect theretoExcess Shares.

Conversion of Shares. At the Effective Time, by virtue of the manner Merger and basis without any action on the part of converting the shares any of stock of Purchaser, Acquisition Sub and Target shall be as followsor the Company: (a) Each issued and outstanding share of common Common Stock, no par value, of the Company ("Share") immediately prior to the Effective Time, together with the associated preferred stock purchase rights (the "Rights") issued pursuant to that certain Rights Agreement, dated as of Acquisition Sub August 19, 1997, as amended (the "Rights Agreement"), by and between the Company and SunTrust Bank, Atlanta, Georgia, as Rights Agent (other than (i) any Shares to be canceled pursuant to Sections 1.8(b) and 1.8(c) and (ii) any Dissenting Shares (as defined in Section 2.1 hereof)), shall be canceled and extinguished and be converted into the right to receive $15.10 in cash (the "Merger Consideration"), payable to the holder thereof, without interest thereon, upon the surrender of the certificate formerly representing such Share in the manner provided in Section 2.2 hereof and less any required withholding of Taxes (as hereinafter defined). From and after the Effective Time, all such Shares shall no longer be outstanding and shall be deemed to be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor, without interest thereon, upon the surrender of such certificate in accordance with Section 2.2 hereof, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Article 13 of the GBCC. (b) Each Share held in the treasury of the Company and each Share owned by any Subsidiary of the Company immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentAcquisition Sub, the Company or the holder thereof, be exchanged for canceled, retired and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and no payment or distribution shall be cancelled and retired without payment of any consideration thereformade with respect thereto. (c) Each Target Common Share issued and outstanding immediately prior to held by Purchaser shall be canceled. (d) As of the Effective Time (other than treasury shares) shall Time, by virtue of the Merger and without any action on the part of the holders of any Shares or holders of Common Stock, par value $0.01 per share, of Acquisition Sub ("Acquisition Sub Common Stock"), each issued and outstanding share of Acquisition Sub Common Stock shall be converted into the right to receive Two one (1) validly issued, fully paid and 53/100 Dollars ($2.53) in cashnonassessable share of common stock, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) no par value per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoCorporation.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted intoMerger Sub, and shall become outstanding as, one share of the common stock of Company or the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).stockholders thereof or any other Person: (ba) Each Target Common except as otherwise provided in Section 2.05(b), Section 2.05(c), or Section 2.07, each Share held outstanding immediately prior to the Effective Time shall (i) be converted automatically into the right to receive (x) the Closing Amount in cash, net of applicable withholding taxes and without interest plus (y) one CVR, or any such higher consideration as may be paid in the Offer (the “Merger as Target treasury stock, if any, Consideration”) and (ii) cease to be outstanding and shall by virtue of the Merger forthwith automatically be cancelled and cease to exist and be cancelled and retired without payment each holder of a Certificate representing any consideration therefor.such Shares shall have only the right to receive the Merger Consideration with respect thereto in accordance with Section 2.06; (cb) Each Target Common each Share issued and outstanding owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent immediately prior to the Effective Time (other than treasury sharesShares tendered and accepted for payment by Merger Sub in connection with the Offer) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding cease to exist, and no payment shall be made with respect thereto and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto; (c) each Share owned by the foregoing, Company or held in the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated Company’s treasury immediately prior to the shareholders Effective Time shall be cancelled and cease to exist, and no payment shall be made with respect thereto and each holder of Target who purchased their Target Common a Certificate representing any such Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share.shall cease to have any rights with respect thereto; and (d) Target Common Shares held by Parent at each share of common stock of Merger Sub outstanding immediately prior to the Effective Time of the Merger shall be cancelled converted into and retiredbecome one fully paid, and no new shares nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation or other property (“Surviving Corporation Common Stock”), which shall be issuable with respect theretoconstitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately following the Effective Time.

Conversion of Shares. At As of the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentSub, the Company or the holders of any securities of the Constituent Corporations: (a) Each issued and outstanding partnership interest of Sub, shall be exchanged for canceled and converted intointo and thereafter represent one validly issued, fully paid and shall become outstanding as, one nonassessable share of the common stock of the Surviving Corporation and Parent as holder Corporation, par value $1.00 per share, which newly issued shares shall constitute all of the common issued and outstanding capital stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein)Surviving Corporation. (b) Each Target Common Share All Shares that are held in the treasury of the Company and all Shares owned by Parent or by any Subsidiary of Parent immediately prior to the Effective Time shall be canceled, and no capital stock of the Merger as Target treasury stock, if any, Parent or other consideration shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration delivered in exchange therefor. (c) Each Target Common Subject to the provisions of Section 2.5(d), each Share issued and outstanding immediately prior to the Effective Time (other than treasury sharesshares to be canceled in accordance with Section 2.5(b) and other than Dissenting Shares (as defined in Section 2.5(d)) shall by virtue be canceled and converted into the right to receive from the Surviving Corporation the Offer Price in cash, without interest (the "Merger Consideration"), upon surrender of the certificate representing such Share as provided in Section 2.6 of this Agreement. All such Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration. (d) Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, Shares that are issued and outstanding immediately prior to the Effective Time that have not been voted for adoption of this Agreement and are held by holders who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Shares") will not be converted into the right to receive Two the Merger Consideration, and 53/100 Dollars ($2.53) holders of such Shares will be entitled to receive payment of the appraised value of such Shares in cashaccordance with the provisions of such Section 262 unless and until such holders fail to perfect, or effectively withdraw or lose, their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect, or effectively withdraws or loses, such right, then such Shares will thereupon be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, from pursuant to Section 2.5(c). Prior to the Effective Time, the Company will give Parent in prompt written notice and copies of (i) any demands received by the manner provided in Section 3.02 hereofCompany for appraisals of Shares and (ii) all written and electronic communications between the Company and its representatives, on the one hand, and the dissenting stockholders and their representatives, on the other hand relating thereto. The Company shall give Parent the opportunity to participate in and direct all other rights negotiations and proceedings with respect thereto (subjectto such demands. The Company shall not, in except with the case prior written consent of shares owned by dissenting ShareholdersParent, make any payment with respect to any demands for appraisal rights under Chapter 92A of the NRS) shall forthwith cease or offer to exist and each settle, settle or otherwise negotiate any such share demands. Each Dissenting Share, if any, shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated canceled after payment in respect thereof made to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareholder thereof pursuant to the DGCL. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parentthe holders thereof: (a) except as otherwise provided in Section 3.1(b) (Treasury Stock), be exchanged for and converted intoSection 3.1(c) (Surviving Company Stock), and shall become outstanding as, one share each three hundred (300) shares of the common stock of the Surviving Corporation and Parent as holder of Company, par value $0.00001 per share (the common stock of Acquisition Sub at the Effective Time will"Company Common Stock"), without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time shall be converted into one (other 1) (the "Exchange Ratio") fully paid and nonassessable share of common stock, par value $0.001 per shares, of Parent (the "Parent Common Stock"), such shares of Parent Common Stock into which shares of Company Common Stock are converted pursuant to this subclause (a) the "Merger Consideration"; (b) Upon the consummation of the Merger, each shareholder of Company Common Stock shall receive, as a result of the exchange of shares, a number of shares of Parent Common Stock such that the Shareholder's ownership interest in the merged entity shall be not less than treasury sharesthe greater of either: (i) shall by virtue One hundred (100) shares of Parent Common Stock post-Merger, or (ii) The number of shares of Parent Common Stock that represents a value of at least $2,500. In the event that the Exchange Ratio calculated pursuant to the terms of the Merger would result in a number of Parent Common Stock such that the Shareholder's ownership interest would be converted into less than the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A greater of the NRSamounts specified in sub-clauses (i) shall forthwith cease to exist and each such share or (ii) above, the Exchange Ratio shall be cancelled and retired upon receipt thereofadjusted upward to ensure compliance with this ownership guarantee. Notwithstanding the foregoing, if any legal or regulatory requirement or limitation prevents the Major Shareholders and certain other members full implementation of management of Target have waived or will waive their right this ownership guarantee, the parties shall negotiate in good faith to receive forty cents ($.40) per share so develop an alternative mechanism that it can be allocated to achieves an exact economic result for the shareholders of Target who purchased their Target Company Common Shares directly from Target Stock. (c) each share of Company Common Stock owned solely by the Company as treasury stock or through brokers owned solely by Parent or dealers in open market transactionsMerger Sub immediately prior to the Effective Time shall automatically be canceled and cease to exist, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share.no consideration shall be paid with respect thereto; and (d) Target each share of Company Common Shares Stock held by any Subsidiary of either the Company or Parent at (other than Merger Sub) immediately prior to the Effective Time of the Merger shall be cancelled and retiredconverted into such number of shares of common stock, and no new shares par value $0.00001 per share, of the Surviving Corporation or other property shall be issuable with respect theretoCompany ("Surviving Company Stock") such that each such Subsidiary owns the same percentage of the Surviving Company immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time.

Conversion of Shares. At As of the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one the Company or the Purchaser or their respective shareholders: (a) each share of the Company's common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if anypar value $0.001 per share, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (the "Shares"), other than treasury sharesShares owned by the Purchaser that are to be canceled pursuant to (b) shall by virtue of the Merger below and Dissenting Shares (as defined in (c) below) will be converted into the right to receive Two and 53/100 Dollars (receive, upon the surrender of the certificate formerly representing such Share in accordance with this Agreement, $2.53) 0.0516 in cash, without interest thereon(the "Merger Consideration"); (b) each Share owned immediately prior to the Effective Time by the Purchaser will be canceled and extinguished; and (c) notwithstanding anything in this Agreement to the contrary, from Parent Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A favor of the NRS) shall forthwith cease to exist Merger or consented thereto in writing and each who has complied with all of the relevant provisions of Article 113 of the Colorado Business Corporation Act regarding appraisal for such share shall Shares ("Dissenting Shares"), will not be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their converted into a right to receive forty cents ($.40) per share so that it can be allocated the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses its right to appraisal. The Company will give the Purchaser prompt written notice of any and all demands for appraisal rights, withdrawal of such demands and any other communications delivered to the shareholders Company pursuant to Article 113 of Target the Colorado Business Corporation Act, and the Company will give the Purchaser the opportunity, to the extent permitted by applicable Law (as defined in Section 3.11), to participate in all negotiations and proceedings with respect to such demands. Except with the prior written consent of the Purchaser, the Company will not voluntarily make any payment with respect to any demand for appraisal rights and will not settle or offer to settle any such demand. Each holder of Dissenting Shares who purchased their Target Common becomes entitled to payment for such Dissenting Shares directly under the provisions of Article 113 of the Colorado Business Corporation Act, will receive payment thereof from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four the Surviving Corporation and 50/100 Dollars ($4.50) per sharesuch Dissenting Shares will no longer be outstanding and will automatically be canceled and retired and will cease to exist. (d) Target Common Shares held by Parent at At the Effective Time Time, each issued and outstanding share of Series C preferred stock, par value $1,000 per share, of the Merger shall be cancelled Company will become one issued and retiredoutstanding share of Series C preferred stock, and no new shares par value $1,000 per share, of the Surviving Corporation or other property shall be issuable with respect theretoCorporation.

Conversion of Shares. At the Merger Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shallDate, by virtue of the Merger and without any action on the part of ParentFirst Franklin or the holders of shares of First Franklin Common Stock: (i) Each outstanding share of First Franklin Common Stock issued and outstanding at the Merger Effective Date, except as provided in clauses (ii), (iii) and (iv) of this Section, shall cease to be exchanged for and converted intooutstanding, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two from Cheviot Financial $14.50 in cash (the “Merger Consideration”). (ii) Any shares of First Franklin Common Stock which are owned or held by any party hereto or any of their respective Subsidiaries (other than shares held in a fiduciary capacity or in connection with debts previously contracted and 53/100 Dollars other than shares held by DirectTeller Systems, Inc., which will be paid in full pursuant to ($2.53i) in cashabove) at the Merger Effective Date shall be deemed cancelled and the certificates for such shares shall be deemed retired, without interest thereon, from Parent in each of such shares shall not be converted into the manner provided in Section 3.02 hereofMerger Consideration, and all other rights no cash shall be issued or exchanged therefor. (iii) Each share of Cheviot Merger Subsidiary common stock issued and outstanding immediately before the Merger Effective Date shall be converted into and become an outstanding share of common stock of the Surviving Corporation. (iv) No shares of First Franklin Common Stock that are Dissenting Shares shall be converted into, or represent the right to receive, the Merger Consideration. After the Merger Effective Date, the Surviving Corporation shall pay for any Dissenters’ Shares in accordance with respect thereto (subjectSection 262 of the DGCL, in and the case of shares owned by dissenting Shareholdersholders thereof shall not be entitled to receive any Merger Consideration; provided, to that if appraisal rights under Chapter 92A Section 262 of the NRS) DGCL with respect to any Dissenters’ Shares shall forthwith have been effectively withdrawn or lost, such shares will thereupon cease to exist be treated as Dissenters’ Shares and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding converted into the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated the Merger Consideration pursuant to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareSection 2.02(i). (dv) Target The holders of certificates (immediately prior to the Merger) representing shares of First Franklin Common Shares held by Parent at the Effective Time of Stock (a “Certificate”) on the Merger Effective Date shall be cancelled cease to have any rights as stockholders of First Franklin, except such rights, if any, as they may have pursuant to applicable law and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretothis Agreement.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or any stockholder of the Company: (i) any Shares then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company’s treasury) will be exchanged for canceled and converted intowill cease to exist, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).no consideration will be delivered in exchange therefor; (bii) Each Target Common Share any Shares then held immediately prior to the Effective Time by Parent, Purchaser or any other wholly owned Subsidiary of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith Parent will be canceled and will cease to exist exist, and no consideration will be cancelled and retired without payment of any consideration delivered in exchange therefor.; (ciii) Each Target Common except as provided in clauses (i) and (ii) above and subject to Section 2.6(b), each Share then issued and outstanding immediately prior to the Effective Time (other than treasury sharesany Dissenting Shares) shall by virtue of the Merger will be converted into the right to receive Two and 53/100 Dollars ($2.53) in casha cash amount equal to the Offer Price, without interest thereonthereon (the “Merger Consideration”), from Parent subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.7(f); and (iv) each share of the manner provided in common stock, $0.001 par value per share, of Purchaser then issued and outstanding will be converted into one (1) fully paid and nonassessable share of common stock of the Surviving Corporation. (b) At the Effective Time, all Shares converted pursuant to Section 3.02 hereof2.6(a)(iii) will cease to be outstanding and will automatically be cancelled and will cease to exist, and all other each holder of any certificates evidencing such Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) immediately prior to the Effective Time will cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoConsideration therefor.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or any stockholder of the Company: (i) any Shares owned by the Company (or held in the Company’s treasury) shall be exchanged for canceled and converted intoretired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares owned by Parent, Purchaser or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) any Shares owned by any wholly-owned Subsidiary of Company shall not be cancelled, shall remain outstanding, and shall become outstanding as, one share of not be entitled to receive the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares Merger Consideration described in clause “(as defined hereinv).” below; (biv) Each Target Common Share held immediately prior any Shares irrevocably accepted for purchase pursuant to the Effective Time of the Merger as Target treasury stock, if any, Offer shall by virtue of the Merger forthwith be canceled and retired and shall cease to exist exist, and no consideration shall be cancelled and retired without payment of any consideration therefor.delivered in exchange therefor in connection with the Merger; (cv) Each Target Common except as provided in clauses “(i)”, “(ii)”, “(iii)” and “(iv)” above and subject to Section 2.5(b), each Share issued and then outstanding immediately prior to the Effective Time (other than treasury sharesany Dissenting Shares, as defined below) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) the Offer Price in cash, (the “Merger Consideration”), without interest thereoninterest, from Parent in the manner provided in Section 3.02 hereofsubject to any applicable withholding of Taxes, and all other each holder of a Certificate or a Book-Entry Share shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents the Merger Consideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 2.6; and (b) each share of the common stock, $.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) 0.001 par value per share. (d) Target Common Shares held by Parent at the Effective Time , of the Merger Purchaser then outstanding shall be cancelled and retired, and no new shares converted into one share of common stock of the Surviving Corporation Corporation. Without duplication of any adjustment made pursuant to Section 1.1(g), the Merger Consideration shall be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other property shall be issuable like change with respect theretoto Company Common Stock occurring on or after the Agreement Date and at or prior to the Effective Time, and such adjustment to the Merger Consideration shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that this Section 2.5(b) shall not be construed as permitting the Company to take any of such actions.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, be exchanged for and converted intoMerger Sub, and shall become outstanding as, one share the Company or any stockholder of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).Company: (bi) Each Target Common Share any Shares held immediately prior to the Effective Time of by the Merger as Target treasury stock, if any, Company (or held in the Company’s treasury) shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any and shall cease to exist, and no consideration shall be delivered in exchange therefor.; (cii) Each Target Common any Shares held immediately prior to the Effective Time by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent or Merger Sub shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) any Shares held immediately prior to the Effective Time by any wholly owned Subsidiary of the Company shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary shall own the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time (such Shares together with the Shares described in the preceding clauses (i) and (ii), the “Excluded Shares”); (iv) except as provided in clauses (i), (ii) and (iii) above and subject to Section 1.5(b), each Share issued and outstanding immediately prior to the Effective Time (other than treasury sharesany Dissenting Shares, which shall have only those rights set forth in Section 1.7) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cashthe Merger Consideration, without any interest thereonthereon and subject to any withholding of Taxes in accordance with Section 1.6(e); and (v) each share of the common stock of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation. From and after the Effective Time, from Parent in the manner provided in subject to this Section 3.02 hereof1.5(a), all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and all each applicable holder of such Shares (other than Dissenting Shares) shall cease to have any rights with respect thereto (subjectthereto, except the right to receive the Merger Consideration therefor upon the surrender of such Shares in accordance with Section 1.6, or, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoingDissenting Shares, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers rights set forth in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareSection 1.7. (db) Target Common Shares held by Parent at If, between the date of this Agreement and the Effective Time Time, the outstanding 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 cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoappropriately adjusted.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each each outstanding share of common stock stock, par value $0.001 per share, of Acquisition Merger Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, PCF or the Company, be exchanged for converted into one validly issued, fully paid and converted into, and shall become outstanding as, one non-assessable share of common stock, par value $0.001 per share, of the Intermediate Surviving Corporation. At the Subsequent Merger Effective Time, each outstanding share of common stock stock, par value $0.001 per share, of Acquisition Sub shall, by virtue of the Subsequent Merger and without any action on the part of Parent, Acquisition Sub, PCF or the Intermediate Surviving Corporation, be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein)Corporation. (b) Each Target Common Share At the Effective Time, each outstanding share of Capital Stock shall, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, PCF or the Company, be converted into the right to receive from Parent the Merger Consideration in accordance with Section 3.03. (c) As a result of the Merger and without any action on the part of PCF, at the Effective Time, all shares of Capital Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and the PCF shall thereafter cease to have any rights with respect to such shares of Capital Stock, except the right to receive, from Parent the Merger Consideration in accordance with the terms of this Agreement against the surrender of the certificates that, immediately prior to the Effective Time, represented all of the outstanding shares of Capital Stock. As a result of the Subsequent Merger and without any action on the part of Acquisition Sub, at the Subsequent Merger Effective Time, all shares of common stock, par value $0.001 per share, of the Intermediate Surviving Corporation shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and Acquisition Sub shall thereafter cease to have any rights with respect to such shares. (d) Notwithstanding anything contained herein to the contrary, each share of Capital Stock, if any, issued and held in the treasury of the Company immediately prior to the Effective Time of the Merger as Target treasury stockshall, if any, shall by virtue of the Merger forthwith Merger, cease to exist be outstanding and shall be cancelled and retired and shall cease to exist without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.

Conversion of Shares. At Upon the terms and subject to the conditions set forth in this Agreement, as of the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted intoSub, and the Company or any holders of the following securities, the following shall become outstanding as, one occur: (a) Each share of common stock, par value $.001 per share (the common stock “Common Stock”), of the Surviving Corporation and Parent as holder Company that is held in the treasury of the common stock Company and each share of Acquisition Common Stock owned by Parent, Sub at or any other direct or indirect wholly owned Subsidiary of Parent or the Effective Time will, Company shall automatically be cancelled without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein)any conversion thereof and no consideration shall be delivered in exchange therefor. (b) Each Target share of Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share Stock issued and outstanding immediately prior to the Effective Time (other than treasury sharesshares of Common Stock to be canceled in accordance with Section 2.1(a) and other than Dissenting Company Shares (as defined in Section 2.3)) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) from the Surviving Corporation an amount in cash, without interest thereoninterest, from Parent in equal to $16.00 (the manner provided in Section 3.02 hereof“Merger Consideration”). All such shares of Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and each holder of shares of outstanding Common Stock not represented by certificates (the “Common Book Entry Shares”), and all other each holder of a certificate or certificates (the “Common Stock Certificates”) representing any such shares of Common Stock shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents the Merger Consideration, without interest, upon surrender of such Common Stock Certificate or Common Book Entry Share in accordance with Section 2.2. ($.40c) per Each share so that it can be allocated of Series A Convertible Preferred Stock issued and outstanding immediately prior to the shareholders Effective Time (other than Dissenting Company Shares) shall be converted into the right to receive from the Surviving Corporation, an amount in cash, without interest, equal to $160.00 (the “Preferred Share Merger Consideration”) (which is the product of Target who purchased their Target (i) ten, which is the number of shares of Common Shares directly from Target or through brokers or dealers Stock into which a share of Series A Convertible Preferred Stock is convertible, and (ii) the Merger Consideration). All such shares of Series A Convertible Preferred Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and each holder of shares of outstanding Series A Convertible Preferred Stock, all of which are uncertificated (the “Preferred Book Entry Shares,” and together with the Common Book Entry Shares, the “Book Entry Shares”), shall cease to have any rights with respect thereto, except the right to receive the Preferred Share Merger Consideration with respect to which each share of Series A Convertible Stock is convertible, without interest, upon surrender of such Preferred Book Entry Share in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareaccordance with Section 2.2. (d) Target Common Shares held Each share of common stock of Sub (each a “Sub Share”), issued and outstanding immediately prior to the Effective Time shall, by Parent virtue of the Merger and without any action on the part of the holder thereof, be converted into and become at the Effective Time one fully paid and nonassessable share of the Merger shall be cancelled and retiredcommon stock, and no new shares par value $0.001 per share, of the Surviving Corporation Corporation, which shares of common stock shall constitute the only outstanding common stock of the Surviving Corporation. (e) If at any time between the date of this Agreement and the Effective Time, the outstanding shares of Common Stock or other property Series A Convertible Preferred Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or any similar event, the Merger Consideration and the Preferred Share Merger Consideration shall be issuable with respect theretocorrespondingly adjusted to the extent appropriate to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or similar event.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted intoMerger Subsidiary, and shall become outstanding asthe Company or the holders of any shares of Company Common Stock or any shares of capital stock of Parent or Merger Subsidiary: (a) except as otherwise provided in Section 2.02(b) or Section 2.04, one each share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Company Common Shares Stock (as defined herein). (bincluding each Company Restricted Share) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) together with the Company Rights attached to each such share), shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) 19.25 in cash, without interest thereon(such per share amount, from Parent in the manner provided in Section 3.02 hereof“Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and all other rights with respect thereto each certificate which immediately prior to the Effective Time represented any such shares of Company Common Stock (subjecteach, in a “Certificate”) and each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the case Effective Time was registered to a holder on the stock transfer books of shares the Company, shall thereafter represent only the right to receive the Merger Consideration. For avoidance of doubt, no Merger Consideration shall be paid under this Section 2.02(a) on account of any Performance Unit or any right or security into which such Performance Unit converts as a result of the transactions contemplated by this Agreement, and the settlement of Performance Units hereunder shall be governed solely by the provisions of Section 2.05 hereof. (b) each share of Company Common Stock held by the Company or any of its Subsidiaries or owned by dissenting Shareholders, Parent or any of its Subsidiaries immediately prior to appraisal rights under Chapter 92A of the NRS) shall forthwith cease Effective Time together with the Company Rights attached to exist and each such share shall be cancelled canceled, and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can no payment shall be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share.made with respect thereto; and (dc) Target Common Shares held by Parent at each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time of the Merger shall be cancelled converted into and retired, and no new shares become one share of common stock of the Surviving Corporation or other property with the same rights, powers and privileges as the shares so converted and shall be issuable with respect theretoconstitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, be exchanged for and converted intoPurchaser, and shall become outstanding as, one share the Company or any stockholder of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).Company: (bi) Each Target Common any Share held immediately prior to the Effective Time of by the Merger as Target treasury stockCompany (or held in the Company’s treasury) shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Share held immediately prior to the Effective Time by Parent or Purchaser shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor (such Shares, if any, shall together with any Shares to be cancelled pursuant to Section 2.5(a)(i), the “Cancelled Shares”); (iii) any Share held immediately prior to the Effective Time by virtue any wholly owned Subsidiary of the Merger forthwith cease Company or of Parent (other than Purchaser), if any (the “Converted Shares”), shall be converted into such number of shares of common stock of the Surviving Corporation such that each such Subsidiary shall own the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to exist and be cancelled and retired without payment of any consideration therefor.the Effective Time; (civ) Each Target Common except as provided in Section 2.5(a)(i), 2.5(a)(ii) or 2.5(a)(iii) (and subject to Section 2.5(b)), each Share issued and outstanding immediately prior to the Effective Time (other than treasury sharesany Dissenting Shares, as defined below) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) the Offer Price in cash, without interest thereon(the “Merger Consideration”), from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto subject to any applicable withholding Taxes; and (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A v) each share of the NRS) shall forthwith cease common stock, $0.01 par value per share, of Purchaser outstanding immediately prior to exist and each such share the Effective Time shall be cancelled and retired upon receipt thereof. Notwithstanding converted into one share of common stock of the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareSurviving Corporation. (db) Target Common Shares held by Parent at If, between the date of this Agreement and the Effective Time Time, the outstanding 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 cancelled and retiredappropriately adjusted; it being understood that, and no new shares for the avoidance of the Surviving Corporation or other property doubt, nothing in this Section 2.5(b) shall be issuable with respect theretoconstrued to permit the Company to take any action that is prohibited by the terms of this Agreement.

Conversion of Shares. At the Effective Time, by virtue -------------------- of the manner Merger and basis without any action on the part of converting the shares any of stock of Purchaser, Acquisition Sub and Target shall be as followsor the Company: (a) Each share of common stock of Acquisition Sub Shares issued and outstanding immediately prior to the Effective Time (other than (i) any Shares to be canceled pursuant to Section 4.8(b), (ii) any Shares to remain outstanding pursuant to Section 4.8(c), and (iii) any Dissenting Shares (as defined in Section 5.1)),together with the Associated Rights, held by each stockholder of the Company will be converted into the right to receive (i) an amount in cash (the "Cash Merger Consideration" equal to the ------------------------- product of (A) the number of such Shares owned by such stockholder, (B) the Per Share Amount and (C) a factor equal to one (1) minus the Merger Proration Factor (as defined below) and (ii) a number of shares of common stock of the Company as the Surviving Corporation (the "Stock Merger Consideration" and, together with -------------------------- the Cash Merger Consideration, the "Merger Consideration")equal to the product -------------------- of (A) the number of such Shares owned by such stockholder and (B) the Merger Proration Factor. The Merger Proration Factor shall be a fraction, the numerator of which is equal to the Public Rollover Shares, and the denominator of which is equal to the number of Shares issued and outstanding as of immediately following the acceptance and payment for all Shares validly tendered pursuant to the Offer less (i) the number of Shares held by Purchaser, (ii) the number of Dissenting Shares (as defined in Section 5.1(a)), if any, as of the Effective Time and (iii) 87,979. For purposes of the foregoing, "Public ------ Rollover Shares" shall mean the difference between the number of Shares issued --------------- and outstanding as of immediately prior to the consummation of the Offer and Share Purchase less 4,907,979. The Cash Merger Consideration shall be payable ---- to the holder of Shares, without interest thereon, upon the surrender of the certificate or certificates formerly representing such Shares in the manner provided in Section 5.2 hereof and less any required withholding of taxes. No fraction of a share of Stock Merger Consideration will be issued in exchange for Shares subject to the Merger Proration Factor, no dividend or distribution of the Surviving Corporation shall relate to such fractional share interests and such frac tional share interests will not entitle the owner thereof to vote or to any rights of a stockholder of the Surviving Corporation. In lieu of fractional shares of Common Stock of the Company, each holder of Shares subject to the Merger Proration Factor, who would otherwise be entitled to a fraction of a share of Common Stock (after aggregating all fractional shares of Surviving Corporation Common Stock to be received by such holder) shall receive from the Surviving Corporation in the Merger an amount of cash (rounded down to the nearest whole cent) equal to the product of (x) such fraction, multiplied by (y) the Per Share Amount. From and after the Effective Time, all such Shares shall no longer be outstanding and shall be deemed to be canceled and retired and shall cease to exist, and each holder of a certificate or certificates representing any such 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 or certificates in accordance with Section 5.2 hereof, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Section 262 of the DGCL. (b) Each Share held in the treasury of the Company and each Share owned by any Subsidiary of the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of ParentAcquisition Sub, the Company or the holder thereof, be exchanged for canceled, retired and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and no payment or distribution shall be cancelled and retired without payment made with respect thereto. In no event shall Shares purchased or to be purchased by Purchaser be deemed to be Shares held in the treasury of any consideration thereforthe Company. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall held by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereofPurchaser or any affiliate thereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common 87,979 Shares held by Parent at the Effective Time of Management Stockholders identified in the Merger Stockholder Agreement, shall not be cancelled and retired, and no new shares of the Surviving Corporation or other property canceled as provided above but shall be issuable with respect theretoremain outstanding.

Conversion of Shares. At Subject to the provisions of this Article 3, at the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentMerger Sub, Buyer, Seller, or the Subsidiaries or shareholders of any of the foregoing, the shares of the constituent corporations to the Merger shall be exchanged for converted as follows: (a) The sole membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into, and shall become outstanding as, into one share of the common stock of the Surviving Corporation Seller Common Stock and Parent as holder of the common stock of Acquisition Sub at shall cease to exist from and after the Effective Time will, without further action, become Time. Each share of Seller Common Stock held by Buyer shall remain issued and outstanding from and after the holder of record on that date of the same number of Target Common Shares (as defined herein)Effective Time. (b) Each Target Common Share held share of capital stock of Buyer issued and outstanding immediately prior to the Effective Time of shall remain issued and outstanding from and after the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration thereforEffective Time. (c) Each Target share of Seller Common Share Stock issued and outstanding immediately prior to the Effective Time (excluding shares of Seller Common Stock held by Seller, Buyer, Community Bank of the South or CharterBank (other than treasury sharesany such shares held in a fiduciary capacity) and excluding shares held by shareholders of Seller who perfect their statutory dissenters’ rights, if applicable, as provided in Section 3.2), shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) 20.50 in cashcash per share of Seller Common Stock, payable to the holder thereof, without interest thereonthereon and less any applicable withholding of Tax, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto Article 4 (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share“Merger Consideration”). (d) Target Each share of Seller Common Shares Stock held by Parent at the Effective Time Seller, Community Bank of the Merger South or CharterBank (other than any such shares held in a fiduciary capacity) shall be cancelled and retired, shall cease to exist and no new Merger Consideration shall be payable or delivered in exchange therefor. (e) In the event Seller changes the number of shares of Seller Common Stock issued and outstanding prior to the Surviving Corporation Effective Time as a result of a stock split, stock dividend or other property similar recapitalization with respect to such stock and the record date or effective date thereof is prior to the Effective Time, the Merger Consideration shall be issuable with respect theretoproportionately adjusted.

Conversion of Shares. (a) At the Effective Time, the manner and basis each share of converting the shares of capital stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share 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 of the Surviving Corporation. (b) All shares of Company Common Stock that are owned by the Company as treasury shares and any shares of Company Common Stock owned by Parent, Sub or any other direct or indirect Subsidiary of Parent shall, at the Effective Time, be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At the Effective Time, each share of Company Common Stock then issued and outstanding (other than treasury sharesCompany Common Stock to be cancelled pursuant to Section 4.1(b) and Dissenting Shares) shall by virtue of the Merger be automatically cancelled and shall cease to exist and be converted into the right to receive Two the Per Share Amount (the “Merger Consideration”), and 53/100 Dollars the holders of Book Entry Shares and the holders of certificates that, immediately prior to the Effective Time, represented outstanding Company Common Stock ($2.53the “Certificates”) shall cease to have any rights with respect thereto other than the right to receive, upon transfer of such Book Entry Shares or delivery of such Certificates in cashaccordance with Section 4.2, the Merger Consideration, without any interest thereon, from for each such share of the Company Common Stock. (d) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof each holder of Company Common Stock that would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall, upon surrender of such holder’s Certificate(s) or Book Entry Share(s) or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.02 hereof4.2(g), and all other rights with respect thereto receive from Parent an amount of cash (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated rounded to the shareholders nearest whole cent), without interest, equal to the product of: (i) such fraction, multiplied by (ii) the volume weighted average trading price of Target who purchased their Target Parent Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars Stock on Nasdaq for the five ($4.505) per shareconsecutive trading days ending on the trading day immediately preceding the date hereof. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.

Conversion of Shares. At By virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any shareholder of the Company: subject to Sections 1.5(a)(ii), 1.5(b), and 1.6, each share of Company Capital Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive from Parent, upon surrender of the certificate representing such share of Company Capital Stock in accordance with Section 1.7, the following consideration (the consideration to which a particular class or series of Company Capital Stock is entitled pursuant to this Section 1.5(a)(i) being referred to as the "Merger Consideration" for such class or series): each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount in cash, without interest, equal to the Common Stock Merger Consideration (as defined below); each share of Series B Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount, without interest, equal to the amount of cash that a holder of Series B Preferred Stock would be entitled to receive for each share of Series B Preferred Stock pursuant to Section 3 of Article Third of the Company's articles of incorporation as in effect on the Closing Date of this Agreement upon a liquidation resulting in a distribution to the shareholders of the Company of an amount equal to $50,000,000 (the "Series B Merger Consideration"); each share of Series D Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount, without interest, equal to the amount of cash that a holder of Series D Preferred Stock would be entitled to receive for each share of Series D Preferred Stock pursuant to Section 3 of Article Third of the Company's articles of incorporation as in effect on the Closing Date upon a liquidation resulting in a distribution to the shareholders of the Company of an amount equal to $50,000,000 (the "Series D Merger Consideration"); each share of Series E Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive an amount, without interest, equal to the amount of cash that a holder of Series E Preferred Stock would be entitled to receive for each share of Series E Preferred Stock pursuant to Section 3 of Article Third of the Company's articles of incorporation as in effect on the Closing Date upon a liquidation resulting in a distribution to the shareholders of the Company of an amount equal to $50,000,000 (the "Series E Merger Consideration"); each share of Company Common Stock owned by Parent, Merger Sub, the Company or any direct or indirect wholly owned subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time, if any, shall, by virtue of the manner Merger, be canceled without payment of any consideration with respect thereto; and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each each share of the common stock stock, no par value, of Acquisition Merger Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, shall be exchanged for and converted into, and shall become outstanding as, into one share of the common stock of the Surviving Corporation and Parent as holder Corporation. The amount of cash each shareholder of the common stock Company is entitled to receive for the shares of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share Company Capital Stock held immediately prior by such shareholder shall be rounded to the Effective Time nearest cent and computed after aggregating the cash amounts payable for all shares of the Merger as Target treasury stock, if any, shall by virtue each series of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares Company Capital Stock held by Parent at the Effective Time such shareholder. For purposes of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.this Agreement:

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, be exchanged for and converted intoPurchaser, and shall become outstanding as, one share the Company or any stockholder of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).Company: (bi) Each Target Common Share any Shares held immediately prior to the Effective Time of by the Merger as Target treasury stock, if any, Company (or held in the Company’s treasury) shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any and shall cease to exist, and no consideration shall be delivered in exchange therefor.; (cii) Each Target Common any Shares held immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses (i) and (ii) above and subject to Section 2.5(b), each Share issued and outstanding immediately prior to the Effective Time (other than treasury sharesany Dissenting Shares, which shall have only those rights set forth in Section 2.7) shall by virtue of the Merger be converted into the right to receive Two the Offer Price (the “Merger Consideration”), in each case without any interest thereon and 53/100 Dollars subject to any withholding of Taxes in accordance with Section 2.6(e); and (iv) each share of the common stock, $2.53) in cash0.01 par value per share, without interest thereonof Purchaser then outstanding shall be converted into one share of common stock of the Surviving Corporation. From and after the Effective Time, from Parent in the manner provided in Section 3.02 hereofall Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and all other each applicable holder of such Shares shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders Merger Consideration therefor upon the surrender of Target who purchased their Target such shares of Company Common Shares directly from Target or through brokers or dealers Stock in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareaccordance with Section 2.6. (db) Target Common Shares held by Parent at If, between the date of this Agreement and the Effective Time Time, the outstanding 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 cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoappropriately adjusted.

Conversion of Shares. At (a) All Shares held in the treasury of the Company (the "Excluded Shares") shall be canceled and shall cease to exist as of the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows:without any consideration being payable therefor. (ab) Each share of common stock of Acquisition Sub Notwithstanding anything in this Agreement to the contrary, Shares which would otherwise constitute Elected Cash Shares hereunder, which are issued and outstanding immediately prior to the Effective Time of the Merger shall, and which are held by virtue stockholders who did not vote in favor of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one share who comply with all of the common stock relevant provisions of Section 262 of the DGCL (the "Dissenting Shares") shall not be converted into or be exchangeable for the right to receive the Cash Merger Price (as defined below), but instead shall be converted into the right to receive payment from the Surviving Corporation with respect to such Dissenting Shares in accordance with the DGCL, unless and Parent as until such holders shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder of shall have effectively withdrawn or lost such right, such holder's Shares shall be converted into the common stock of Acquisition Sub at right to receive the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares Cash Merger Price (as defined hereinbelow). (b) Each Target Common Share held immediately prior . The Company shall give prompt notice to the Effective Time Investor of any demands received by the Company for appraisal of Shares, and the Investor shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of the Merger as Target treasury stockInvestor, if anymake any payment with respect to, shall by virtue of the Merger forthwith cease or settle or offer to exist and be cancelled and retired without payment of settle, any consideration thereforsuch demands. (c) Each Target Common By virtue of the Merger, each Share issued and outstanding immediately prior to the Effective Time Time, other than Excluded Shares and Dissenting Shares (other than treasury sharesShares held by the company or any of its Subsidiaries, which shall be canceled), shall be retained or converted into the right to receive cash as follows: (i) Each Share that is an Elected Retained Share and each Share that is a Non-Elected Retained Share (as hereinafter defined) (in either case, a "Retained Share") shall be retained by virtue the holder thereof following the Effective Time, shall remain outstanding and (i) with respect to the Common Stock, par value $0.01, of the Merger Company (the "Common Stock"), shall represent one share of Common Stock, par value $0.01, of the Surviving Corporation and (ii) with respect to the $2.00 Exchangeable Preferred Stock par value $0.01 of the Company (the "Exchangeable Preferred"; the Common Stock, collectively, with the Exchangeable Preferred, the "Shares"), shall represent 1.92604 shares of Common Stock, par value $0.01, of the Surviving Corporation (shares of the Surviving Corporation to which a holder shall be entitled pursuant to this Section 3.2(c)(i) shall be referred to herein as "Retained Surviving Corporation Shares"); and (ii) Subject to Section 3.3(b), each share of Common Stock that is an Elected Cash Share of Common Stock shall be converted into the right to receive Two and 53/100 Dollars from the Surviving Corporation $16.00 in cash ($2.53the "Common Stock Cash Merger Price") in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share of Exchangeable Preferred that is an Elected Cash Share shall be cancelled and retired upon receipt thereof. Notwithstanding converted into the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto$30.82 in cash (the "Exchangeable Preferred Cash Merger Price"; the Common Stock Cash Merger Price and the Exchangeable Preferred Cash Merger Price, as applicable, the "Cash Merger Price").

Conversion of Shares. At Subject to the provisions of this Article 2, at the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentWSFS, Alliance or the stockholders of either of the foregoing, the shares of the consolidated corporations shall be exchanged for and converted into, and shall become outstanding as, one as follows: (a) Each share of the common capital stock of the Surviving Corporation WSFS issued and Parent as holder of the common stock of Acquisition Sub at outstanding immediately prior to the Effective Time will, without further action, become shall remain issued and outstanding from and after the holder of record on that date of the same number of Target Common Shares (as defined herein)Effective Time. (b) Each Target share of Alliance Common Share held Stock issued and outstanding immediately prior to the Effective Time that is held by any wholly owned Alliance Subsidiary, by WSFS or any WSFS Subsidiary (in each case other than shares held in any Employee Benefit Plans or related trust accounts or otherwise held in any fiduciary or agency capacity or as a result of debts previously contracted) (collectively, the Merger as Target treasury stock, if any, “Canceled Shares”) shall by virtue of the Merger forthwith no longer be outstanding and shall automatically be canceled and retired and shall cease to exist exist, and no payment shall be cancelled and retired without payment of any consideration thereformade with respect thereto. (c) Each Target Subject to Section 2.2, each share of Alliance Common Share Stock issued and outstanding immediately prior to the Effective Time (other than treasury sharesexcluding the Canceled Shares) shall by virtue be converted, at the election of the Merger be converted holder thereof, in accordance with the procedures set forth in Article 3 into the right to receive Two and 53/100 Dollars the following consideration ($2.53collectively, the “Merger Consideration”), in each case without interest: (i) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights for each share of Alliance Common Stock with respect thereto to which an election to receive cash has been effectively made and not revoked or deemed revoked pursuant to Article 3 (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoinga “Cash Election”), the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents in cash from WSFS an amount ($.40the “Cash Consideration”) per share so that it can be allocated equal to the shareholders Per Share Cash Amount (such shares collectively, the “Cash Election Shares”); (ii) for each share of Target who purchased their Target Alliance Common Stock with respect to which an election to receive WSFS Common Stock has been effectively made and not revoked or deemed revoked pursuant to Article 3 (a “Stock Election” and such shares collectively, the “Stock Election Shares”) or which is otherwise to receive shares of WSFS Common Stock in accordance with the terms of this Agreement, the right to receive from WSFS 0.28955 (the “Exchange Ratio”) shares of WSFS Common Stock (the “Stock Consideration”); and (iii) for each share of Alliance Common Stock other than Cash Election Shares directly and Stock Election Shares (collectively, the “Non-Electing Shares”), the right to receive from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareWSFS the Stock Consideration. (d) Target All shares of Alliance Common Shares held by Parent at Stock, when so converted pursuant to Section 2.1(c), shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate or book-entry share (each a “Certificate”) registered in the transfer books of Alliance that immediately prior to the Effective Time represented shares of Alliance Common Stock shall cease to have any rights with respect to such Alliance Common Stock other than the right to receive the Merger Consideration in accordance with Article 3, including the right, if any, to receive, pursuant to Section 2.6, cash in lieu of fractional shares of WSFS Common Stock into which such shares of Alliance Common Stock have been converted together with the amounts, if any, payable pursuant to Section 3.2(d). (e) Without limiting the other provisions of this Agreement and subject to Sections 6.2(d) and (e), if at any time during the period between the date of this Agreement and the Effective Time, Alliance should split, combine or otherwise reclassify the shares of Alliance Common Stock, or make a dividend or other distribution in shares of Alliance Common Stock (including any dividend or other distribution of securities convertible into Alliance Common Stock), or engage in a reclassification, reorganization, recapitalization or exchange or other like change, then (without limiting any other rights of WSFS hereunder), the Merger Consideration (including the Exchange Ratio and the Per Share Cash Amount) shall be cancelled equitably and retiredproportionately adjusted, if necessary and no new shares without duplication, to reflect fully the effect of the Surviving Corporation or other property shall be issuable with respect theretoany such change.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (ai) Each share each Share held by the Company as treasury stock immediately prior to the Effective Time or owned by any direct or indirect subsidiary of common stock of Acquisition Sub the Company immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; (ii) each Share other than Canceled Shares (as defined below) outstanding immediately prior to the Effective Time shall, except as otherwise provided in paragraph (a)(i) or paragraph (b) of this Section 2.5, be converted into the right to receive in cash without interest $1.50 (the "Merger Consideration"); (iii) each Share held by the Purchaser Group (other than 150,000 Shares held by ▇▇. ▇▇▇▇▇▇▇) outstanding following the Contribution and immediately prior to the Effective Time (a "Canceled Share" and, collectively, the "Canceled Shares") shall, by virtue of the Merger Merger, and without any action on the part of Parentthe holder thereof, be exchanged for canceled and converted intoretired and cease to exist, without any conversion thereof; provided, however, that in connection with, and only in connection with, the consummation of the Merger, each member of the Purchaser Group (except ▇▇. ▇▇▇▇▇▇▇ with respect to 150,000 Shares) waives such member's right to receive the Merger Consideration and consents to being treated less favorably than the other stockholders of the Company; and (iv) each share of common stock of DFC Acquisition outstanding immediately prior to the Effective Time shall be converted into and become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder shall constitute the only outstanding shares of capital stock of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein)Surviving Corporation. (b) Each Target Common Share held immediately prior Anything in this Agreement to the Effective Time of contrary notwithstanding, any issued and outstanding Shares held by a person (a "Dissenting Stockholder") who objects to , does not vote in favor of, or has not consented in writing to, the Merger and complies with all the provisions of Delaware Law 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 Target treasury stockdescribed in Section 2.5(a)(ii) but shall become, if any, shall by virtue of the Merger forthwith cease Merger, the right to exist and receive such consideration as may be cancelled and retired without payment determined to be due to such Dissenting Stockholder pursuant to Delaware Law unless such Dissenting Stockholder withdraws his demand for or fails to perfect or loses his right to appraisal. 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 consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior case pursuant to Delaware Law, such Dissenting Shares shall be deemed to have been converted as of the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two the Merger Consideration without any interest thereon or addition thereto. The Company shall give ▇▇▇▇▇▇▇▇ (i) prompt notice of any demands for appraisal of Shares received by the Company and 53/100 Dollars ($2.53ii) the opportunity to participate in cashand direct all negotiations and proceedings with respect to any such demands. The Company shall not, without interest thereonthe prior written consent of ▇▇▇▇▇▇▇▇, from Parent in the manner provided in Section 3.02 hereof, and all other rights make any payment with respect thereto (subjectto, in the case of shares owned by dissenting Shareholdersor settle, offer to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each settle or otherwise negotiate, any such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per sharedemands. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share each Share held by the Company as treasury stock or owned by Parent, Purchaser or any subsidiary of common stock either of Acquisition Sub them immediately prior to the Effective Time shall be cancelled, and no payment shall be made with respect thereto; (b) each Share outstanding immediately prior to the Effective Time of the Merger shall, by virtue except as otherwise provided in paragraph (a) or paragraph (d) of the Merger and without any action on the part of Parentthis Section 2.4, be exchanged for converted into the right to receive in cash, without in- terest, the amount paid per Share in the Offer (the "Merger Consideration"); (c) each share of common stock of Purchaser out- standing immediately prior to the Effective Time shall be converted into and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder shall constitute the only out- standing shares of capital stock of the common stock Surviving Corpora- tion; and (d) anything in this Agreement to the contrary not- withstanding, any issued and outstanding Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Acquisition Sub at Delaware Law concerning the Effective Time will, without further action, become right of holders of Shares to dissent from the holder Merger and require appraisal of record on that date of the same number of Target Common their Shares ("Dissenting Shares") shall not be converted as defined herein). (bdescribed in Section 2.4(b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stockbut shall become, if any, shall by virtue of the Merger forthwith cease Merger, the right to exist and receive such consideration as may be cancelled and retired without payment determined to be due to such Dissenting Stockholder pur- suant to Delaware Law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of ap- praisal, in any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior case pursuant to Delaware Law, such Shares shall be deemed to have been converted as of the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares received by the Company and 53/100 Dollars ($2.53ii) the opportunity to participate in cashand direct all negotiations and proceedings with respect to any such de- mands. The Company shall not, without interest thereonthe prior written consent of Parent, from Parent in the manner provided in Section 3.02 hereof, and all other rights make any payment with respect thereto (subjectto, in the case of shares owned by dissenting Shareholdersor settle, offer to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each settle or otherwise negotiate, any such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per sharedemands. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one share any holder of the shares of Company Stock or Company Class B Stock or any holder of shares of common stock of the Surviving Corporation and Parent as holder Merger Subsidiary: (a) Each share of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and Subsidiary outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue remain outstanding and shall constitute the only outstanding shares of capital stock of the Surviving Entity. (b) Each share of Company Stock held by the Company as treasury stock immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto. Each share of Company Stock held by Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto. (c) Each share of Company Stock outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 2.02(b), Section 2.02(d), Section 2.08 or Section 2.11, be converted into the following (collectively, the “Merger Consideration”): (i) for each such share of Company Stock with respect to which an election to receive cash has been effectively made and not revoked and that is not deemed converted into the right to receive the Per Share Stock Consideration pursuant to Section 2.04 (each, a “Cash Electing Share”), the right to receive an amount equal to $36.50 in cash without interest (the “Cash Election Price”); and (ii) for each other such share of Company Stock, the right to receive 0.6432 shares (the “Per Share Stock Consideration”) of Parent Stock. (d) Each share of Company Class B Stock outstanding immediately prior to the Effective Time owned by Parent or Merger Subsidiary shall be canceled, and no payment shall be made with respect thereto, and each other share of Company Class B Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive Two the Per Share Stock Consideration. As of the Effective Time, all such shares of Company Class B Stock shall no longer be outstanding and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereofshall automatically be canceled and retired and shall cease to exist, and all other rights with respect thereto (subject, in shall thereafter represent only the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents the Per Share Stock Consideration and the right to receive any dividends or other distributions pursuant to Section 2.05(i) and any cash in lieu of any fractional share of Parent Stock pursuant to Section 2.08, in each case to be issued or paid in accordance with Section 2.05, without interest. Each share of Company Stock owned by any Subsidiary of Parent ($.40other than Merger Subsidiary) per share so that it can be allocated outstanding immediately prior to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of converted into the Surviving Corporation or other property shall be issuable with respect theretoright to receive the Per Share Stock Consideration.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each each share of common stock stock, par value $0.01 per share, of Acquisition Merger Sub 1 (“Merger Sub 1 Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one share of the common stock of the 1 Surviving Corporation and Parent as holder of (the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target “Merger 1 Surviving Corporation Common Shares (as defined hereinStock”). (b) Each Target Common Share held immediately prior The following provisions shall be applicable to the Effective Time conversion of the Company Common Stock in connection with Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor.1: (ci) Each Target At the Effective Time, each share of Class L Common Share Stock issued and outstanding immediately prior to the Effective Time (other than treasury sharesCancelled Shares and Dissenting Shares) shall and all rights in respect thereof, shall, by virtue of Merger 1 and without any action on the Merger part of the holder thereof, be converted into the right to receive Two the Per Share Merger 1 Consideration, and 53/100 Dollars such shares shall otherwise cease to be outstanding, shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate ($2.53or uncertificated shares as reflected in the books and records of the Company) that immediately prior to the Effective Time represented any such shares of Class L Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger 1 Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor and any dividends or other distributions thereon to which holders become entitled upon the surrender of such shares of Class L Common Stock in accordance with Section 3.2(c), without interest. (ii) At the Effective Time, each share of Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) and all rights in respect thereof, by virtue of Merger 1 and without any action on the part of the holder thereof, shall cease to be outstanding, shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. Each holder of a Certificate (or uncertificated shares as reflected in the books and records of the Company) that immediately prior to the Effective Time represented any such shares of Class A Common Stock shall cease to have any rights with respect thereto. (c) The following provisions shall be applicable to the Merger 1 Surviving Corporation Common Stock and the membership units of Merger Sub 2 (“Merger Sub 2 Units”) in cashconnection with Follow-On Merger 1: (i) At the Follow-On 1 Effective Time, each of the Merger Sub 2 Units outstanding immediately prior to the Follow-On 1 Effective Time shall remain outstanding immediately following the Follow-On 1 Effective Time as outstanding membership units of the Follow-On 1 Surviving Company. (ii) At the Follow-On 1 Effective Time, each share of Merger 1 Surviving Corporation Common Stock issued and outstanding immediately prior to the Follow-On 1 Effective Time shall cease to be outstanding, shall automatically be cancelled and retired and cease to exist, and no consideration shall be delivered in exchange therefor. (d) At the Merger 2 Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub 3 (“Merger Sub 3 Common Stock”) issued and outstanding immediately prior to the effective time of Merger 2 shall be converted into and become one share of common stock, par value $0.01 per share, of the Merger 2 Surviving Corporation (the “Merger 2 Surviving Corporation Common Stock”). (e) The following provisions shall be applicable to the conversion of SCCII Capital Stock in connection with Merger 2: (i) At the Merger 2 Effective Time, each share of SCCII Common Stock issued and outstanding immediately prior to the Merger 2 Effective Time and all rights in respect thereof, by virtue of Merger 2 and without any action on the part of the holder thereof, shall cease to be outstanding, shall automatically be cancelled and retired and cease to exist, and no consideration shall be delivered in exchange therefor. Each holder of a Certificate (or uncertificated shares as reflected in the books and records of SCCII) that immediately prior to the Merger 2 Effective Time represented any such shares of SCCII Common Stock shall cease to have any rights with respect thereto. (ii) At the Merger 2 Effective Time, each share of SCCII Preferred Stock issued and outstanding immediately prior to the Merger 2 Effective Time (other than Cancelled Shares and Dissenting Shares) and all rights in respect thereof, shall, by virtue of Merger 2 and without any action on the part of the holder thereof, be converted into the right to receive the Per Share Merger 2 Consideration, and such shares shall otherwise cease to be outstanding, shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate (or uncertificated shares as reflected in the books and records of the Company) that immediately prior to the Merger 2 Effective Time represented any such shares of SCCII Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger 2 Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor and any dividends or other distributions thereon to which holders become entitled upon the surrender of such shares of SCCII Preferred Stock in accordance with Section 3.2(c), without interest thereoninterest. (f) The following provisions shall be applicable to the Merger 2 Surviving Corporation Common Stock and the membership units of the Follow-On 1 Surviving Company in connection with Follow-On Merger 2: (i) At the Final Effective Time, from each of the membership units of the Follow-On 1 Surviving Company outstanding immediately prior to the Follow-On Effective Time shall remain outstanding immediately following the Final Effective Time as outstanding membership units of the Surviving Company. (ii) At the Final Effective Time, each share of Merger 2 Surviving Corporation Common Stock issued and outstanding immediately prior to the Final Effective Time shall cease to be outstanding, shall automatically be cancelled and retired and cease to exist, and no consideration shall be delivered in exchange therefor. (i) All shares of Company Common Stock that are owned by the Company as treasury shares, (ii) all shares of SCCII Capital Stock that are owned by SCCII as treasury shares, (iii) any shares of Company Common Stock or SCCII Capital Stock owned by Parent, any Merger Sub or any other direct or indirect wholly owned Parent Subsidiary and (iv) any shares of Company Common Stock or SCCII Capital Stock owned by any Company Subsidiary (“Cancelled Shares”) shall, at the Effective Time in the case of shares of Company Common Stock or at the Merger 2 Effective Time in the case of shares of SCCII Capital Stock, be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (h) If at any time between the date of this Agreement and the Effective Time any change in the number of issued or outstanding shares of Parent Common Stock shall occur as a result of a reclassification, recapitalization, share split (including a reverse share split), or combination, exchange or readjustment of shares, or any share dividend or share distribution (including any dividend or distribution of securities convertible into shares of Parent Common Stock) with a record date during such period, the amount of the Aggregate Stock Amount shall be equitably adjusted to reflect such change and, if such change occurs after the date on which the Parent Measurement Price is determined, the Parent Measurement Price shall be equitably adjusted to reflect such change as well. (i) No fraction of a share of Parent Common Stock will be issued by virtue of the Mergers, but in lieu thereof each holder of Class L Common Stock, SCCII Preferred Stock or a Vested Equity Award that would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall, upon surrender of such holder’s Certificates (or, for holders of uncertificated shares of Class L Common Stock or SCCII Preferred Stock, upon proper delivery of a fully executed Letter of Transmittal) or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.02 hereof3.2(c)(v), receive from Parent an amount of cash (rounded to the nearest whole cent), without interest, equal to the product of: (i) such fraction, multiplied by (ii) the Parent Measurement Price. Shares of Parent Common Stock representing the aggregation of all fractional shares of Parent Common Stock that otherwise would be received by the holder of any Consolidated Capital Stock or Vested Equity Award pursuant to the terms of this Agreement but that instead are paid in cash as described in this Section 3.1(i) will be returned to Parent following Closing as and all other rights with respect thereto (subject, when cash is paid in the case lieu of any amount of fractional shares that equals a whole number of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of (based on the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereofParent Measurement Price). Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated anything in this Agreement to the shareholders contrary, Parent shall in no event as a result of Target who purchased their Target any rounding or otherwise be required to (i) issue more shares of Parent Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent Stock at the Effective Time Closing than the Aggregate Stock Amount less (A) the number of the Merger shall be cancelled and retired, and no new shares of Parent Common Stock required to be returned to Parent pursuant to the Surviving Corporation preceding sentence and (B) the number of shares of Parent Common Stock underlying the Converted RSUs (assuming for this purpose that such number of shares had not been rounded to the nearest whole number of shares as provided in Section 3.4(e) and without limiting the obligation of Parent to issue such shares of Parent Common Stock upon the settlement of such Converted RSUs in accordance with the terms thereof) or other property shall be issuable with respect thereto(ii) pay more cash than the Aggregate Cash Amount plus the aggregate amount of cash in lieu of fractional shares of Parent Common Stock payable pursuant to this Section 3.1(i).

Conversion of Shares. (a) At the Effective Time, as a result of the manner Merger and basis without any further action on the part of converting the shares Company, Parent, Purchaser or the holder of any capital stock of Acquisition Sub and Target shall be as followsParent, Purchaser or the Company: (ai) Each share of common stock of Acquisition Sub Share issued and outstanding immediately prior to the Effective Time Time, other than (A) Shares that are cancelled pursuant to clause (iv) or (v) below and (B) Shares that are owned by stockholders (“Dissenting Stockholders”) who have properly demanded in compliance in all respects with Section 262 of the DGCL and not withdrawn a demand for, or lost their right to, appraisal pursuant to Section 262 of the DGCL with respect to such Shares (shares described in the foregoing clauses (A) and (B), collectively, “Excluded Shares”), shall be converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”) without interest and less any applicable Tax withholdings. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest and less any applicable Tax withholdings, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent such rights as are provided by Section 262 of the DGCL to a holder thereof. (ii) Each Dissenting Share shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior thereof, cease to the Effective Time of the Merger as Target treasury stock, if anybe outstanding, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefortherefor and shall cease to exist, subject to any rights the holder of such Dissenting Share may have under Section 2.8. (ciii) Each Target Common Share At the Effective Time, each share of common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars (one share of common stock, par value $2.53) in cash0.01 per share, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareSurviving Corporation. (div) Target Common Any Shares held then owned by Parent the Company or any Shares owned both at the commencement of the Offer and at the Effective Time by any direct or indirect wholly owned Subsidiary of the Merger Company shall be cancelled canceled and retiredshall cease to exist, and no new shares consideration shall be delivered in exchange therefor. (v) Any Shares (a) irrevocably accepted for purchase in the Offer or (b) owned both at the commencement of the Surviving Corporation Offer and at the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent, shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) Without duplication of any adjustment made pursuant to Section 1.1(f), the Merger Consideration shall be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other property like change with respect to Company Common Stock occurring on or after the date hereof and at or prior to the Effective Time, and such adjustment to the Merger Consideration shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 2.6(b) shall be issuable construed to permit the Company to take any action with respect theretoto its securities that is prohibited by the terms of this Agreement. For the avoidance of doubt, the Merger Consideration, as adjusted pursuant to this Section 2.6(b), shall equal the Offer Price, as adjusted pursuant to Section 1.1(f).

Conversion of Shares. At (a) Subject to the terms and conditions of this Agreement, at the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, be exchanged for and converted intoMerger Sub, and shall become outstanding as, one share the Company or any stockholder of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).Company: (bi) Each Target Common Share any shares of Company Stock held immediately prior to the Effective Time by (A) the Company or any wholly owned Subsidiary of the Merger as Target treasury stock, if any, Company (or held in the Company’s treasury) or (B) Parent or any wholly owned Subsidiary of Parent shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any no consideration therefor.shall be paid or payable in respect thereof; (cii) Each Target Common Share issued except as provided in clause (i) above and subject to Section 1.5(b), Section 1.5(c) and Section 1.7, all shares of Company Stock outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars the Aggregate Merger Consideration in accordance with the Consideration Schedule; and ($2.53iii) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A each share of the NRS) shall forthwith cease common stock, $0.01 par value per share, of Merger Sub outstanding immediately prior to exist and each such share the Effective Time shall be cancelled and retired upon receipt thereof. Notwithstanding converted into one share of common stock of the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareSurviving Corporation. (db) Target No fractional shares of Parent Common Shares held by Parent at the Effective Time of the Merger Stock shall be cancelled and retiredissued in connection with the Merger, and no new certificates or scrip for any such fractional shares of the Surviving Corporation or other property shall be issuable with issued. With respect theretoto each Company stockholder, the Aggregate Merger Consideration to which such stockholder is entitled shall be rounded to the nearest whole share of Parent Common Stock. (c) Notwithstanding Section 1.5(a)(ii), the Merger Shares comprising the Transaction Escrow (as defined in Section 9.3(b)) shall be withheld from the Company Stockholders to secure their indemnification obligations hereunder until released pursuant to the terms of this Agreement and the Transaction Escrow.

Conversion of Shares. At As of the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of -------------------- the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one share any holder of the Shares or any shares of common stock of the Surviving Corporation Acquisition Sub: (a) Each issued and Parent as holder outstanding share of the common stock of Acquisition Sub at the Effective Time willshall be converted into and become one validly issued, without further action, become the holder fully paid and non-assessable share of record on that date Common Stock of the same number of Target Common Shares (as defined herein)Surviving Corporation. (b) Each Target Common Subject to Sections 2.8(d) and 3.1, each issued and outstanding Share held immediately prior (other than Shares to be canceled in accordance with Section 2.8(c)) shall be canceled and become the right to receive in cash, without interest, the Per Share Amount set forth in the Offer (the "Merger Consideration"). As of the Effective Time Time, all such Shares shall be canceled in accordance with this Section 2.8(b), and when so canceled, shall no longer be outstanding and shall automatically be 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 the Merger as Target treasury stockConsideration, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration thereforinterest. (c) Each Target share of Company Common Share issued and outstanding immediately prior Stock (including, without limitation, the Shares purchased pursuant to the Effective Time (other than treasury sharesOffer) owned by the Company, any Company Subsidiary, Purchaser, or Acquisition Sub shall by virtue of the Merger automatically be converted into the right canceled and retired and shall cease to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereofexist, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share no consideration shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers delivered in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareexchange therefor. (d) Target Common Each option granted to an employee, consultant or director of the Company or its Subsidiaries to acquire Shares held by Parent at ("Option") that is outstanding as of the Effective Time, whether or not then vested or exercisable, shall be terminated and canceled. At the Effective Time, all holders of canceled Options, whether or not then vested or exercisable, having an exercise price per share that is less than the Per Share Price shall be canceled in exchange for a single lump sum cash payment equal to the product of (1) the number of Shares subject to such Option and (2) the excess of the Per Share Price over the exercise price per share of such Option. (e) Each share of Company Series A Stock (as hereinafter defined) and Company Series B Stock (as hereinafter defined) that is outstanding as of the Effective Time shall be redeemed and canceled and become the right to receive in cash, without interest, a single lump sum cash payment equal to its respective Liquidation Preference (as defined in the Company's Certificate of Incorporation as in effect on the date of this Agreement). (f) Each Company Warrant that is outstanding as of the Merger shall be cancelled and retiredEffective Time, and no new shares whether or not then exercisable, shall, effective as of the Surviving Corporation or other property Effective Time, automatically be canceled, and the holder thereof shall be issuable cease to have any rights with respect thereto, except the right to receive in cash, without interest, a single lump sum cash payment equal to the product of the number of Shares subject to such Company Warrant, times the Per Share Amount, provided that such holder shall have first paid to the Company, in cash, the aggregate exercise price payable for such Shares based upon the exercise price per share as of the date of this Agreement. (g) Each Zero Coupon Subordinated Note issued by the Company on May 29, 1998 (each, a "Zero Coupon Note") that is outstanding as of the Effective Time shall be redeemed in full and canceled, without any premium or prepayment penalty, in accordance with its terms.

Conversion of Shares. At Pursuant to the terms of this Amalgamation Agreement and the Transaction Agreement, at the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger Amalgamation and without any action on the part of ParentAmalgamation Sub, be exchanged for and converted intothe Company or the holders of Company Shares, and shall become outstanding assubject to applicable Bermuda law: 6.1 Except as specified in clauses 6.2 or 6.3 below and subject to clause 6.5 below, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common each Company Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger will be converted into the right to receive Two in cash U.S.$40.00 per Company Share (without interest, subject to applicable withholding for taxes, levies, imposts or other governmental charges) (the “Amalgamation Consideration”). At the Effective Time, all such Company Shares shall no longer be outstanding and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereofshall automatically be cancelled and shall cease to exist, and all other each holder of such Company Shares shall cease to have any rights with respect thereto thereto, except the right to receive the Amalgamation Consideration as provided herein. Nothing in this section shall affect the right of any holder of Company Shares as of the record date for the Special Dividend (subject, as defined in the case of shares Transaction Agreement) to receive the Special Dividend. 6.2 Each Company Share (if any) (i) owned by dissenting ShareholdersParent or any direct or indirect wholly-owned Subsidiary (as defined in the Transaction Agreement) of Parent (other than Company Shares held for the account or benefit of any customer, client or other Person (as defined in the Transaction Agreement)) or (ii) held in trust for use in Company Share Option Plans (as defined in the Transaction Agreement) or Company Share Purchase Plans (as defined in the Transaction Agreement) (other than Company Shares actually used to appraisal rights satisfy the Company’s obligations to deliver Company Shares under Chapter 92A such plans at or prior to the Effective Time including the delivery of the NRSCompany Shares previously purchased pursuant to Company Share Purchase Plans) shall forthwith cease not be converted into the right to exist receive the Amalgamation Consideration and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding extinguished without any conversion thereof and no payment shall be made with respect thereto. 6.3 Each Company Share held by a Dissenting Shareholder shall not be converted into the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactionsAmalgamation Consideration, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retiredconverted into a right to receive payment of fair value pursuant to and subject to Section 106 of the Companies Act; provided that if a Dissenting Shareholder withdraws such claim, such holder’s right to receive payment of fair value shall be deemed to have been converted as of the Effective Time into a right to receive the Amalgamation Consideration in accordance with Section 6.1. The Company shall give Parent (a) prompt notice of the existence of any Dissenting Shareholders, attempted withdrawals of applications to the Supreme Court of Bermuda for appraisal of the fair value of the shares and no new any other instruments served pursuant to the Companies Act and received by the Company relating to any Dissenting Shareholder’s rights to be paid the fair value of such Dissenting Shareholder’s Company Shares, as provided in Section 106 of the Companies Act; and (b) the opportunity to direct any and all negotiations and proceedings with respect to demands for appraisal under the Companies Act. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal of Company Shares, offer to settle or settle any demands or approve any withdrawal of any such demands. 6.4 The common shares of Amalgamation Sub issued and outstanding immediately prior to the Effective Time shall be converted into common shares of the Surviving Corporation Amalgamated Company equal to the number of Company Shares issued and outstanding immediately prior to the Effective Time. 6.5 If any certificates or other property book shares which prior to the Effective Time represented Company Shares shall not have been surrendered within six years after the Effective Time (or such earlier date as shall be issuable immediately prior to the date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar law), unclaimed funds payable with respect to such certificates or book shares shall, to the extent permitted by applicable law, become the property of the Amalgamated Company, free and clear of all claims or interest of any Person previously entitled thereto.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one the holders thereof: (a) Each ordinary share of NDHA of par value U.S.$1.00 per share (each a “NDHA Share” or, collectively, the common stock of the Surviving Corporation “NDHA Shares”) that is issued and Parent as holder of the common stock of Acquisition Sub at outstanding immediately prior to the Effective Time will, shall by virtue of the Merger and without further action, become any action on the part of the holder thereof automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. The member of record on that date of the same number of Target Common Shares (as defined herein)NDHA shall cease to have any rights with respect to such shares. (b) Each Target Common Share ordinary share of the Company of par value U.S.$1.00 per share (each, a “Share” or, collectively, the “Shares”) held in the treasury of the Company immediately prior to the Effective Time of the Merger as Target treasury stock, if anyTime, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without any conversion thereof and no payment or distribution or other consideration shall be made or payable with respect thereto. Each such Share, upon such cancellation and retirement at the Effective Time, shall have the status of any consideration thereforan authorized but unissued ordinary share of the Surviving Company (subject to the reduction of the number of authorized shares of the Company effected in the Merger). (c) Each Target Common other Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall shall, by virtue of the Merger Merger, be treated as follows: (i) Each Share held by a person not listed in the table set forth on Schedule 1.7 (c)(ii), other than Dissenting Shares (as defined in Section 1.9) and shares owned by any subsidiary of the Company, (each of such Shares, an “Exchanged Share” or, collectively, the “Exchanged Shares”) shall be converted into the right to receive Two and 53/100 Dollars from the Company after the Merger cash in an amount equal to U.S.$1.20 ($2.53) in cashthe “Cash Consideration”), without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share Exchanged Share shall no longer be outstanding, shall automatically be cancelled and retired upon receipt thereof. Notwithstanding and shall cease to exist, and each holder of any such Exchanged Shares shall cease to have any rights with respect thereto, except the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders Cash Consideration applicable thereto, upon surrender of Target who purchased their Target Common such Exchanged Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareaccordance with Section 1.10. (dii) Target Common In respect of the Shares held by Parent at each person listed in the Effective Time table set forth on Schedule 1.7(c)(ii) (each of such persons, a “Remaining Holder” or, collectively, the Merger “Remaining Holders”), each Share held by the Remaining Holders shall be cancelled and retired, and no new converted into the right to receive 0.001 ordinary shares of the Surviving Corporation or other property Company of par value U.S.$1.00 per share (each of such Shares, a “Converted Share” or, collectively, the “Converted Shares”) as set forth on Schedule 1.7(c)(ii). The Converted Shares, together with the Cash Consideration and the Option Merger Consideration (as defined in Section 1.8), shall be issuable with respect theretoreferred to as the “Merger Consideration”.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger Consolidation and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one share of Sturgis or Newbank or the common stock of the Surviving Corporation and Parent as holder of the shares of Sturgis or Newbank common stock stock: (a) Each share outstanding of Acquisition Sub Sturgis Common Stock issued and outstanding at the Effective Time willTime, without further action, become subject to clause (b) of this SECTION 1.4 and SECTION 1.7 hereof and other than shares held by the holder of record on that date of the same number of Target Common Shares Dissenting Shareholders (as defined hereinbelow), shall cease to be outstanding, shall cease to exist and shall be converted into and represent solely .398 shares of Bancorp Common Stock (the "Conversion Number") and shall no longer be a share of Sturgis Common Stock. (b) Each Target Any shares of Sturgis Common Share Sock which are owned or held immediately prior to by any party hereto or any of their respective subsidiary(s) defined in SECTION 2.1 hereof (other than in a fiduciary capacity) at the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist exist, the certificates for such shares shall as promptly as practicable be cancelled, such shares shall not be converted into or represent any shares of Bancorp Common Stock and no shares of Bancorp Common Stock shall be cancelled and retired without payment of any consideration issued or exchanged therefor. (c) Each Target Common Share share of Newbank common stock which is issued and outstanding immediately prior to before the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A become one share of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding Surviving Corporation immediately after the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareEffective Time. (d) Target The holders of certificates representing shares of Sturgis Common Shares Stock shall cease to have any rights as shareholders of Sturgis as of the Effective Time, except such rights, if any, as they may have pursuant to Michigan law. (e) Any issued and outstanding shares of Sturgis Common Stock held by Parent at Dissenting Shareholders shall not be converted as described in this SECTION 1.4, but from and after the Effective Time shall represent only the right to receive such value as may be determined to be due to such Dissenting Shareholders pursuant to the MSBA. The "Dissenting Shareholders" shall mean any holder of Sturgis Common Stock who votes against the Consolidation at the Sturgis Shareholders Meeting or who gives notice in writing to Sturgis at or prior to the Sturgis Shareholders Meeting that such holder dissents from the Consolidation where such holder, within thirty (30) days after the Effective Time, and in compliance with the MSBA, delivers a written request to Sturgis demanding the fair value of the Merger shall be cancelled and retired, and no new shares of Sturgis Common Stock held by such holder accompanied by the Surviving Corporation or other property shall be issuable with respect theretosurrender of such holder's stock certificates.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger Merger, and without any action on the part of Parent, Merger Sub, Company or the holders of any of the following securities: (a) Each share of common stock, $.01 par value, of Company ("COMPANY COMMON STOCK") issued and outstanding immediately before the Effective Time (excluding (i) shares of Company Common Stock, if any, held by Persons who have not voted such shares for approval of the Merger and with respect to which such Persons shall have perfected dissenters' rights in accordance with Delaware Law ("COMMON DISSENTING SHARES"), (ii) those held in the treasury of Company, and (iii) those owned by any wholly owned Subsidiary of Company) and all rights in respect thereof, shall, forthwith cease to exist in accordance with Delaware law and be exchanged for 2.10 (the "EXCHANGE RATIO") common shares of Parent ("PARENT COMMON SHARES") (and converted into, and shall become outstanding as, one share cash in lieu of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined hereinfractional shares pursuant to Section 3.04). (b) Each Target Common Share held share of (i) Class B Preferred Stock, $.01 par value, of Company ("CLASS B PREFERRED STOCK") and (ii) Class C Preferred Stock, $.01 par value, of Company ("CLASS C PREFERRED STOCK" and, together with the Class B Preferred Stock, the "COMPANY PREFERRED STOCK") issued and outstanding immediately prior to before the Effective Time (excluding (i) shares of the Merger as Target treasury stockCompany Preferred Stock, if any, shall held by virtue Persons who have not voted such shares for approval of the Merger forthwith cease and with respect to exist and be cancelled and retired without payment of any consideration therefor. which such Persons shall have perfected dissenters' rights in accordance with Delaware Law (c"PREFERRED DISSENTING SHARES" and, together with Common Dissenting Shares, "DISSENTING SHARES"), (ii) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent those held in the manner provided in Section 3.02 hereoftreasury of Company, and (iii) those owned by any wholly owned Subsidiary of Company), and all other rights with in respect thereto thereof (subjectincluding, in the case of shares owned by dissenting Shareholderswithout limitation, any rights to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoingaccrued but unpaid dividends), the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.shall

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one the holder of any shares of the Common Stock (as defined below) or of any capital stock of Merger Sub: (a) Each share of the common capital stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Merger Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share which is issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Merger Surviving Corporation. (b) Each share of the Company's common stock, par value $.01 per share (the "Common Stock"), which is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive Two and 53/100 Dollars ($2.53the "Merger Consideration"), namely: (x) the Common Stock Cash Consideration (as defined in cashSection 1.8 below), without interest thereoninterest; and (y) that number (the "Conversion Number") of shares of duly authorized, from Parent validly issued, fully paid and non-assessable shares of PCN's common stock, $.01 per share (the "PCN Stock"), computed in accordance with Section 1.9. All shares of Common Stock, and each holder of a certificate representing such shares of Common Stock, shall cease to have any rights with respect thereto, except the manner provided right to receive the Merger Consideration to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 3.02 hereof1.11, without interest. (c) All shares of the Common Stock and all other rights with respect thereto (subject, in shares of capital stock of the case of shares Company that are owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist Company as treasury stock and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new any shares of the Surviving Corporation Common Stock or other property shares of capital stock of the Company owned by the Company or any wholly-owned Subsidiary of the Company, shall be issuable canceled. As used in this Agreement, a "Subsidiary" of any party means any corporation or other organization, whether incorporated or unincorporated, of which (i) such party or any other Subsidiary of such party is a general partner (excluding partnerships, the general partnership interests of which held by such party or any Subsidiary of such party do not have a majority of the voting interests in such partnership) or (ii) 50% or more of the securities or other interests having by their terms ordinary voting power to elect a majority of the Board of Directors or others performing similar functions with respect theretoto such corporation or other organization is directly or indirectly owned or controlled by such party or by any one or more of its Subsidiaries, or by such party and one or more of its Subsidiaries.

Conversion of Shares. At As of the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parentthe Company, be exchanged for and converted into, and shall become outstanding as, one the Parent or the Merger Subsidiary or their respective stockholders: (a) each share of Company Common Stock (a "Share" and collectively, the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will"Shares"), without further action, become the holder of record on that date of the same number of Target Common other than Shares (as defined herein). to be canceled in accordance with subsection (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stockbelow, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) 16.25 in cash, without interest thereon(the "Merger Consideration"), from Parent payable to the holder thereof upon surrender of the Certificate formerly representing such Share in the manner provided in Section 3.02 hereof2.2. All such Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and all other each holder of a Certificate shall cease to have any rights with respect thereto to such Shares, except the right to receive the Merger Consideration, without interest, upon the surrender of such Certificate in accordance with Section 2.2; (subjectb) each Share owned immediately prior to the Effective Time by the Company, the Parent, the Merger Subsidiary or any of their respective Subsidiaries, shall be canceled and extinguished and no consideration shall be delivered in exchange therefor. For purposes of this Section 1.7(b), Company Common Stock owned beneficially or held of record by any plan, program or arrangement sponsored or maintained for the benefit of any current or former employee of the Company, the Parent, the Merger Subsidiary or any of their respective Subsidiaries, shall not be deemed to be held by the Company, the Parent, the Merger Subsidiary or any such Subsidiary, regardless of whether the Company, the Parent, the Merger Subsidiary or any such Subsidiary has the power, directly or indirectly, to vote or control the disposition of such shares. For purposes of this Agreement, the term "Subsidiary" means, with respect to any Person, any other Person fifty percent (50%) or more of the outstanding voting ownership securities of which (or if there are no such voting interests, fifty percent (50%) or more of the equity interests of which) are owned, directly or indirectly, by such first Person; and (c) Section 1.7 of the Company Disclosure Letter sets forth by employee each Share that is pledged (or held in escrow) and any outstanding loan or indebtedness (including the principal balance and interest) whether to the Company or third party lender in connection with the Company's Operating Partner and District Partner programs, as of the Agreement Date, which list shall be updated 2 business days prior to the Effective Time. Notwithstanding the foregoing, in the case of shares owned any employee who has pledged Shares purchased by dissenting Shareholderssuch employee in connection with the Company's Operating Partner or District Partner programs as collateral for any outstanding loan or indebtedness (whether to the Company or otherwise), to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share aggregate Merger Consideration, after applicable withholding Taxes (as set forth in Section 2.7), shall be cancelled applied by the Surviving Corporation to the repayment of such loan or indebtedness, and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right employee shall be entitled to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four any remaining Merger Consideration following such repayment; and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at each share of common stock, par value $0.01 per share, of the Merger Subsidiary issued and outstanding immediately prior to the Effective Time will, by virtue of the Merger shall and without any action on the part of the holder thereof, be cancelled and retiredconverted into one share of common stock, and no new shares par value $0.01 per share, of the Surviving Corporation or other property and shall be issuable with respect theretoconstitute the only outstanding shares of capital stock of the Surviving Corporation.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentMerger Sub, be exchanged for and converted intoBuyer, and shall become outstanding asSeller, one share or the Subsidiaries or shareholders of any of the common stock foregoing, the shares of the Surviving Corporation constituent companies to the Merger shall be converted as follows: (a) The sole membership interest of Merger Sub issued and Parent as holder of the common stock of Acquisition Sub at outstanding immediately prior to the Effective Time will, without further action, become shall remain issued and outstanding from and after the holder of record on that date of the same number of Target Common Shares (as defined herein)Effective Time. (b) Each Target Common Share held share of capital stock of Buyer issued and outstanding immediately prior to the Effective Time of shall remain issued and outstanding from and after the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration thereforEffective Time. (c) Each Target Subject to the allocations and adjustments provided in Section 3.2 and in the manner provided in Article 4, each share of Seller Common Share Stock issued and outstanding immediately prior to the Effective Time (other than treasury sharesexcluding shares of Seller Common Stock held by Seller and excluding shares held by shareholders of Seller who perfect their statutory dissenters’ rights, if applicable, as provided in Section 3.3), shall be converted as follows: (i) shall Each share of Seller Common Stock held by virtue an “accredited investor” (as such term is defined in Regulation D under the Securities Act) (the “Accredited Holder”), with such accredited investor status evidenced by the delivery to Buyer of an accredited investor questionnaire contained within the Letter of Transmittal, as well as the thirty-five (35) unaccredited investors with the largest beneficial ownership of shares of Seller Common Stock, as permitted by Regulation D of the Merger Securities Act (together with Accredited Holders, the “Reg D Holders”), shall automatically be converted cancelled and shall cease to be outstanding and shall be converted, at the election of such Reg D Holder, into and exchanged for the right to receive Two and 53/100 Dollars either the ($2.531) in cashPer Share Cash Consideration, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto or (subject, in the case 2) Per Share Stock Consideration; and (ii) Each share of shares owned Seller Common Stock not held by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) a Reg D Holder shall forthwith cease to exist and each such share shall automatically be cancelled and retired upon receipt thereof. Notwithstanding shall cease to be outstanding and shall be converted into and exchanged for the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated the Per Share Cash Consideration. For purposes of this Agreement, the Per Share Cash Consideration and Per Share Stock Consideration are referred to herein as the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share“Per Share Merger Consideration”). (d) Target Each share of Seller Common Shares Stock held by Parent at Seller immediately prior to the Effective Time of the Merger shall automatically be cancelled and retired, shall cease to exist and no new Per Share Merger Consideration shall be payable or delivered in exchange therefor. (e) If, between the date hereof and the Effective Time, the number of outstanding shares of the Surviving Corporation Buyer Common Stock or Seller Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other property similar change in capitalization, an appropriate and proportionate adjustment shall be issuable with respect theretomade to the Per Share Merger Consideration.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, be exchanged for and converted intoPurchaser, and shall become outstanding as, one share the Company or any stockholder of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).Company: (bi) Each Target Common Share held Shares owned immediately prior to the Effective Time of by the Merger as Target treasury stock, if any, Company shall by virtue of the Merger forthwith cease to exist and be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange for such Shares; (ii) Shares (A) owned as of the commencement of the Offer and immediately prior to the Effective Time by Parent, Purchaser, or any other direct or indirect wholly-owned Subsidiary of Parent and any direct or indirect wholly-owned Subsidiary of the Company and (B) irrevocably accepted by Purchaser for purchase pursuant to the Offer (with all funds necessary to purchase such Shares having been provided to the Depository Agent pursuant to Section 1.1(f)), shall, in each case of clauses (A) and (B), be cancelled and shall cease to exist, and no consideration shall be delivered in exchange for such Shares; (iii) except as provided in clauses (i) and (ii) above and subject to Section 2.5(b), each Share then outstanding (other than any Dissenting Shares), shall be converted into the right to receive the Offer Price, net to the seller in cash, without payment interest (the “Merger Consideration”), subject to the provisions of Section 2.6, including any withholding of Taxes in accordance with Section 2.6(e); and (iv) each share of the common stock, $0.01 par value per share, of Purchaser then outstanding shall be converted into one share of common stock, $0.01 par value per share, of the Surviving Corporation. (b) If, between the date of this Agreement and the Effective Time, the outstanding Shares are changed into a different number or class of shares by reason of any consideration thereforstock split, division or subdivision of shares, stock dividend, reverse stock split, exchange or consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration shall be appropriately adjusted to provide the same economic effect as contemplated by this Agreement prior to such change. (c) Each Target Common Share issued and At the Effective Time, all holders of Shares that were outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue cease to have any rights as stockholders of the Merger be converted into Company other than, subject to Section 2.7, the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoConsideration as contemplated by this Section 2.5.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (ai) Each share of common stock of Acquisition Sub UAPC (the “UAPC Shares”) issued and outstanding immediately prior to on the Effective Time of the Merger Closing Date (as defined in Section 3, below) shall, by virtue of the Merger Mergers and without any action on the part of ParentUAPC, FHI, Acquisition Sub, or the holders of the UAPC Shares as of the Closing Date (the “Original Holders”), be exchanged for converted into and converted into, will become one and shall become outstanding as, one five tenths (1.5) share of the validly issued, fully paid and non-assessable common stock of FHI (the Surviving Corporation “Share Ratio”) such that the Original Holders will be issued a total of 15,000,000 shares of FHI (the “New FHI Shares”) following the conversion. No fractional shares will be issued, and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such a fractional share shall will be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated rounded-up to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per nearest whole share. (dii) Target Common Shares held by Parent at At the Effective Time of Time, the Merger shall UAPC Shares will be cancelled deemed canceled and retiredretired and will cease to exist, and no new shares each holder of the Surviving Corporation or other property shall be issuable a certificate for UAPC Shares will cease to have any rights with respect thereto; provided, however, that, following the Closing Date, upon surrender of an original stock certificate representing UAPC Shares and the delivery of the deliverables listed in Section 2(c) below, FHI will deliver a stock certificate for shares of common stock of FHI to which such person is entitled pursuant to the Share Ratio, bearing any necessary or appropriate restrictive legend. (iii) If any certificate evidencing UAPC Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen or destroyed and, if required by FHI, the posting of an indemnity bond, in such reasonable amount as FHI or the transfer agent may direct, as collateral security against any claim that may be made with respect to the certificate, FHI will issue in exchange for the lost, stolen or destroyed certificate the applicable number of shares of FHI common stock.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted intoMerger Sub, and shall become outstanding as, one share of the common stock of Company or the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).stockholders thereof or any other Person: (ba) Each Target Common except as otherwise provided in Section 2.05(b), Section 2.05(c), Section 2.05(d) or Section 2.07, each Share held outstanding immediately prior to the Effective Time shall (i) be converted automatically into the right to receive the Per Share Amount in cash, net of the Merger as Target treasury stock, if any, applicable withholding taxes and without interest and (ii) cease to be outstanding and shall by virtue of the Merger forthwith automatically be cancelled and cease to exist and be cancelled and retired without payment each holder of a Certificate representing any consideration therefor.such Shares shall have only the right to receive the Per Share Amount with respect thereto in accordance with Section 2.06; (cb) Each Target Common each Share issued and outstanding owned by Parent, Merger Sub or any other direct or indirect wholly-owned subsidiary of Parent immediately prior to the Effective Time (other than treasury sharesShares tendered and accepted for payment by Merger Sub in connection with the Offer) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding cease to exist, and no payment shall be made with respect thereto and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto; (c) each Share owned by the foregoing, Company or held in the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated Company’s treasury immediately prior to the shareholders Effective Time shall be cancelled and cease to exist, and no payment shall be made with respect thereto and each holder of Target who purchased their Target Common a Certificate representing any such Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share.shall cease to have any rights with respect thereto; (d) Target Common Shares held each Share owned by Parent at any direct or indirect wholly-owned Subsidiary of the Company immediately prior to the Effective Time of the Merger shall be cancelled and retiredconverted automatically into such number of fully paid, and no new nonassessable shares of common stock, par value $0.001 per share, of the Surviving Corporation (the “Surviving Corporation Common Stock”) such that each direct or other property indirect wholly owned Subsidiary that owned capital stock in the Company immediately prior to the Effective Time shall own the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time, without any payment of consideration therefor; and (e) each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be issuable converted into and become one fully paid, nonassessable share of Surviving Corporation Common Stock, which, together with respect theretoany shares of Surviving Corporation Common Stock held by any direct or indirect wholly-owned Subsidiary of the Surviving Corporation pursuant to Section 2.05(d), shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately following the Effective Time.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, be exchanged for and converted intoMerger Sub, and shall become outstanding as, one share the Company or any stockholder of the common Company or any holder of any shares of any capital stock of the Surviving Corporation and Parent as holder Merger Sub: (i) any shares of common stock, par value $0.0001 per share, of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Company (“Company Common Shares (as defined herein). (bStock”) Each Target Common Share held immediately prior to the Effective Time of by the Merger as Target treasury stock, if any, Company (or held in the Company’s treasury) or any Company Subsidiary shall by virtue of the Merger forthwith automatically be canceled and retired and shall cease to exist exist, and no consideration shall be cancelled delivered in exchange therefor; (ii) any shares of Company Common Stock held immediately prior to the Effective Time by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent shall automatically be canceled and retired without payment of any and shall cease to exist, and no consideration shall be delivered in exchange therefor.; (ciii) Each Target any shares of Company Common Share issued Stock irrevocably accepted for purchase in the Offer shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iv) except as provided in clauses (i) and (ii) above (collectively, the “Excluded Shares”) and clause (iii) above, and subject to Section 3.5(b), each share of Company Common Stock outstanding immediately prior to the Effective Time (other than treasury sharesany Dissenting Shares) shall by virtue of the Merger be cancelled and converted into the right to receive Two and 53/100 Dollars ($2.53) the Offer Price in cash, without interest thereon, from Parent in thereon (the manner provided in Section 3.02 hereof, “Merger Consideration”) and all other shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents the Merger Consideration to be paid in accordance with Section 3.6, without interest thereon; and (v) each share of the common stock, $.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) 0.01 par value per share. , of Merger Sub (dthe “Merger Sub Common Stock”) Target Common Shares held by Parent at the Effective Time then outstanding shall be converted into one share of common stock, $0.01 par value per share, of the Merger Surviving Corporation (the “Surviving Corporation Common Stock”) and shall be cancelled and retired, and no new constitute the only outstanding shares of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of Merger Sub Common Stock, if any, shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (b) 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 property similar transaction, then the Merger Consideration shall be issuable with respect theretoappropriately adjusted; provided, that nothing in this Section 3.5(b) shall be construed to permit the Company to take any action that is expressly prohibited by the terms of this Agreement.

Conversion of Shares. At Subject to the provisions of this Article 3, at the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentInterim, be exchanged for and converted intoNorr▇▇▇, and shall become outstanding as, one ▇▇b or the shareholders of any of the foregoing: (a) Each share of the common capital stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share Interim issued and outstanding immediately prior to the Effective Time will remain issued and outstanding from and after the Effective Time. (other than treasury sharesb) Each share of Sub Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time (c) Each share of Norr▇▇▇ ▇▇▇mon Stock, excluding shares held by virtue of any Norr▇▇▇ ▇▇▇ity or any Interim Entity, issued and outstanding immediately prior to the Merger Effective Time will cease to be outstanding and will be converted into and exchanged for the right to receive Two and 53/100 Dollars 0.9 share of Interim Common Stock ($2.53the "Merger Shares"), subject to Section 3.1(d) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per sharebelow. (d) Target Common Shares Notwithstanding Section 3.1(c) above, and subject to Sections 3.1(e) and (f), each share of Norr▇▇▇ ▇▇▇mon Stock, excluding shares held by Parent at any Norr▇▇▇ ▇▇▇ity or Interim Entity, issued and outstanding immediately prior to the Effective Time may, in lieu of the Merger Shares and at the election of such holder in accordance with Section 3.1(e), be exchanged for the right to receive a cash payment equal to the greater of (i) 0.9 times the Base Period Trading Price or (ii) $16.00 (the "Cash Payment") with respect to all or such lesser number of such holder's shares of Norr▇▇▇ ▇▇▇mon Stock that is a whole multiple of 100 shares (such an election is hereinafter referred to as a "Cash Election" and the shares of Norr▇▇▇ ▇▇▇mon Stock with respect to which a Cash Election is made are hereinafter referred to as the "Cash Election Shares"). (e) An election form (the "Election Form") and other appropriate and customary transmittal materials (which shall specify that delivery shall be cancelled and retiredeffected, and no new risk of loss and title to the certificates theretofore representing shares of Norr▇▇▇ ▇▇▇mon Stock shall pass only upon proper delivery of such certificates to the Surviving Corporation or Exchange Agent and such other property matters as Interim shall reasonably require) in such form as Interim and Norr▇▇▇ ▇▇▇ll mutually agree shall be issuable mailed at the same time as the Proxy is mailed to the Norr▇▇▇ ▇▇▇reholders or on such other date as Norr▇▇▇ ▇▇▇ Interim shall mutually agree ("Mailing Date") to each holder of record of Norr▇▇▇ ▇▇▇mon Stock as of five business days prior to the Mailing Date ("Election Form Record Date"). Each Election Form shall permit the holder of Norr▇▇▇ ▇▇▇mon Stock (or the beneficial owner thereof through appropriate and customary documentation and instructions) to elect to receive only the Cash Payment, in lieu of the Merger Shares, with respect to Cash Election Shares, subject to reductions in the number of Cash Election Shares as set forth in Section 3.1(f). Any Norr▇▇▇ ▇▇▇mon Stock with respect to which the holder (or the beneficial owner, as the case may be) shall not have submitted to the Exchange Agent, an effective, properly completed Election Form on or before 5:00 p.m., on the 20th day following the Mailing Date (or such other time and date as Interim and Norr▇▇▇ ▇▇▇ mutually agree) (the "Election Deadline") shall be exchanged for the Merger Shares in accordance with Section 3.1(c). Interim shall make available one or more Election Forms as may be reasonably requested by all persons who become holders (or beneficial owners) of Norr▇▇▇ ▇▇▇mon Stock between the Election Form Record Date and close of business on the business day prior to the Election Deadline, and Norr▇▇▇ ▇▇▇ll provide to the Exchange Agent all information reasonably necessary for it to perform as specified herein. Any such Cash Election shall have been properly made only if the Exchange Agent shall have actually received a properly completed Election Form by the Election Deadline. An Election Form shall be deemed properly completed only if accompanied by one or more certificates (or customary affidavits and indemnification regarding the loss or destruction of such certificates or the guaranteed delivery of such certificates) representing all shares of Norr▇▇▇ ▇▇▇mon Stock covered by such Election Form, together with duly executed transmittal materials included in the Election Form. Any Election Form may be revoked or changed by the person submitting such Election Form at or prior to the Election Deadline. In the event an Election Form is revoked prior to the Election Deadline, the shares of Norr▇▇▇ ▇▇▇mon Stock represented by such Election Form shall be treated as if no Cash Election had been made with respect thereto. Subject to the terms of this Agreement and of the Election Form, the Exchange Agent shall have reasonable discretion to determine whether any election, revocation or change has been properly or timely made and to disregard immaterial defects in the Election Form, and any good faith decisions of the Exchange Agent regarding such matters shall be binding and conclusive. Neither Interim nor the Exchange Agent shall be under any obligation to notify any person of any defect in an Election Form. (f) Within five (5) calendar days after the Election Deadline, the Exchange Agent shall determine the aggregate number of Cash Election Shares as to which a Cash Election was timely and properly made. If: (a) the number of Cash Election Shares would, but for the provisions of this Section 3.1(f), result in the sum of (i) the aggregate amount of the Cash Payments plus (ii) all payments made since March 24, 1996 by any Norr▇▇▇ ▇▇▇ity in connection with extraordinary dividends or the purchase or redemption of Norr▇▇▇ ▇▇▇mon Stock (the sum of the amounts determined pursuant to clauses (a)(i) and (a)(ii) is referred to herein in the aggregate as the "Deemed Cash Purchase Price"), to exceed 49% (the "Percentage Maximum") of the sum of (x) the aggregate amount of the Deemed Cash Purchase Price plus (y) the aggregate fair market value of the Merger Shares; or (b) the aggregate amount of the Cash Payments would, but for the provisions of this Section 3.1(f), exceed $175 million (the "Maximum Cash Payment"); then the aggregate number of Cash Election Shares shall be reduced to the highest number of Cash Election Shares that causes neither the Percentage Maximum nor the Maximum Cash Payment to be exceeded (the "Maximum Cash Election Shares"), with each Cash Election being reduced to the number of Cash Election Shares determined by multiplying (a) the number of such holder's Cash Election Shares originally subject to such Cash Election by (b) a fraction, (i) the numerator of which is the Maximum Cash Election Shares and (ii) the denominator of which is the aggregate number of Cash Election Shares originally subject to all Cash Elections. For purposes of this Section 3.1(f), the fair market value of a Merger Share shall be equal to the closing price of a share of Interim Common Stock on the New York Stock Exchange on the trading day immediately preceding the day on which the Effective Time occurs. The number of shares of Norr▇▇▇ ▇▇▇mon Stock that remain subject to such Cash Election after the foregoing reduction shall be deemed converted into and exchanged for the right to receive the Cash Payment as provided in Section 3.1(d). The Cash Election as to any shares of Norr▇▇▇ ▇▇▇mon Stock that represent the amount by which any Cash Election is reduced as a result of the application of this Section 3.1(f) shall be deemed revoked, and such shares shall remain converted into and exchanged for the right to receive the Merger Shares as provided in Section 3.1(c).

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, be exchanged for and converted intoPurchaser, and shall become outstanding as, one share the Company or any stockholder of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).Company: (bi) Each Target Common Share held any Shares owned immediately prior to the Effective Time of by the Merger as Target treasury stock, if any, Company (including those held in the Company’s treasury) shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any and shall cease to exist, and no consideration shall be delivered in exchange therefor.; (cii) Each Target Common any Shares owned both as of the Offer Commencement Date and immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) any Shares irrevocably accepted for purchase pursuant to, the Offer, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iv) except as provided in clauses (i), (ii) and (iii) above and subject to ‎Section 2.05(b), each Share issued and outstanding immediately prior to the Effective Time (other than treasury sharesany Dissenting Shares, which shall have only those rights set forth in ‎Section 2.07) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars the Offer Price ($2.53) the “Merger Consideration”), in cash, each case without any interest thereon, from Parent subject to any withholding of Taxes in accordance with ‎Section 2.06(e); and (v) each share of the manner provided in Section 3.02 hereofcommon stock, $0.0001 par value per share, of Purchaser then outstanding shall be converted into one share of common stock of the Surviving Corporation. From and after the Effective Time, subject to this ‎Section 2.05(a), all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and all other each applicable holder of such Shares shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers Merger Consideration therefor in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareaccordance with ‎Section 2.06. (db) Target Common Shares held by Parent at If, between the date of this Agreement and the Effective Time Time, the outstanding 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 cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoappropriately adjusted.

Conversion of Shares. At the Effective Time, the The manner and basis of converting the shares of stock Capital Stock of Acquisition Merger Sub and Target shall be as follows: (a) Each share the shares of common stock the Capital Stock of Acquisition Sub outstanding immediately prior to the Effective Time of GEI upon the Merger shall, by virtue of the Merger and without any action on the part of Parentthe holders thereof, be exchanged for and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).follows: (ba) Each Target Common Share held immediately prior to the Effective Time The shares of the Capital Stock of Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and Sub that are outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue be converted into a like number and type of shares of Capital Stock of the Merger Surviving Corporation. (b) All shares of GEI Common Stock outstanding immediately prior to the Effective Time exclusive of Dissenting Shares as defined and provided in Section 2.11 (the "CONVERTED SHARES"), shall be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subjectreceive, in the case aggregate and subject to Sections 2.13 and adjustment for any shares of GEI Common Stock issued after execution and delivery of this Merger Agreement as permitted by the provisions hereof, (i) 9,000,000 shares of CXI Common Stock and (ii) if the Triggering Event occurs, an additional 3,500,000 shares of CXI Common Stock. Accordingly, assuming that no additional shares of GEI Common Stock were to be issued prior to the Effective Time and that no Dissenting Shares exist and when the GEI Warrant Holders exercise their GEI Warrants which are shown on Schedule 3.3 hereof, the Stockholders agree that the Stockholders would own the number of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of CXI Common Stock set forth opposite their respective names on Schedule 2.9 hereto. (c) All of the NRS) Converted Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall forthwith cease to exist no longer be outstanding and each such share shall be cancelled and retired upon receipt thereofand shall cease to exist, and the holders thereof shall thereafter cease to have any rights with respect to the Converted Shares except to receive the CXI Common Stock into which the Converted Shares have been converted pursuant to the Merger as provided in paragraphs (a), (b) and (c) above. Notwithstanding From and after the foregoingEffective Time, until surrendered to the Surviving Corporation, each certificate theretofore representing Converted Shares shall be deemed for all corporate purposes, except as set forth in the next sentence, to evidence the number of shares of CXI Common Stock into which such Converted Shares shall have been converted. Unless and until any such certificates shall be so surrendered, the Major Shareholders and certain other members holder of management of Target such certificate shall not have waived or will waive their any right to receive forty cents ($.40) per share so that it can be allocated any dividends paid or other distributions made to the shareholders holders of Target who purchased their Target record of CXI Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at Stock after the Effective Time Time. Upon surrender of a certificate representing Converted Shares, the Merger holder of record thereof shall receive, together with certificates representing the shares of CXI Common Stock to which such holder shall be cancelled entitled, all dividends and retired, and no new shares of the Surviving Corporation or other property distributions which shall be issuable with respect thereto.have been paid

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the all shares of stock of Acquisition Merger Sub Common Stock issued and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentPurchaser, be exchanged for converted into and thereafter evidence in the aggregate (i) a number of Surviving Corporation Common Shares equal to the excess of 14,750,000 over the number of CIBC Rollover Shares and (ii) 295,000 Surviving Corporation Preferred Shares. Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time, when converted intoin accordance with this Section 2.03(a), shall no longer be outstanding, shall automatically be canceled and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein)cease to exist. (b) Each Target Common Share held immediately prior to At the Effective Time of the Merger as Target treasury stockTime, if anyeach CIBC Rollover Share, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment any action on the part of any consideration thereforCIBC or Purchaser, shall remain outstanding as a Surviving Corporation Common Share. (c) At the Effective Time, each Company Share other than the CIBC Rollover Shares (which shall remain outstanding in accordance with Section 2.03(b)) and other than Company Shares held by Merger Sub (which shall be cancelled) shall, by virtue of the Merger and without any action on the part of the holder thereof (any such holder, an "Eligible Holder"), be converted into and thereafter evidence the right to receive, without interest, the Per Share Merger Consideration, less income tax and employment withholding tax, if applicable. Each Target Common Company Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) Time, when converted in accordance with this Section 2.03(c), shall by virtue of the Merger no longer be converted into the right to receive Two outstanding, shall automatically be canceled and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareexist. (d) Target Common Shares held by Parent at After the Effective Time Time, each Eligible Holder who holds Certificates formerly representing Company Shares shall have no rights with respect to the Surviving Corporation, except the right to receive, without interest, the Per Share Merger Consideration in respect of each such Company Share, less income tax and employment withholding tax, if applicable, upon surrender of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable Certificate(s) evidencing such Company Shares in accordance with respect theretoSection 2.04.

Conversion of Shares. At the Merger Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shallDate, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become First Coastal or the holders of shares of First Coastal Common Stock: (i) Each outstanding as, one share of the common stock of the Surviving Corporation First Coastal Common Stock issued and Parent as holder of the common stock of Acquisition Sub outstanding at the Merger Effective Time willDate, without further action, become the holder except as provided in clauses (ii) and (iii) of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if anythis Section, shall by virtue of the Merger forthwith cease to be outstanding, shall cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars $21.00 in cash ($2.53referred to as the "Merger Consideration). (ii) Any shares of First Coastal Common Stock which are owned or held by any party hereto or any of their respective Subsidiaries (other than in casha fiduciary capacity or in connection with debts previously contracted) at the Merger Effective Date shall cease to exist, without interest thereonthe certificates for such shares shall as promptly as practicable be canceled, from Parent in such shares shall not be converted into the manner provided in Section 3.02 hereofMerger Consideration, and all other rights no cash or shares of capital stock of Norway Bancorp shall be issued or exchanged therefore. (iii) The Surviving Corporation shall pay for any Dissenters' Shares in accordance with respect thereto (subjectSection 262 of the DGCL, in and the case of shares owned by dissenting Shareholdersholders thereof shall not be entitled to receive any Merger Consideration; provided, to that if appraisal rights under Chapter 92A Section 262 of the NRS) DGCL with respect to any Dissenters' Shares shall forthwith have been effectively withdrawn or lost, such shares will thereupon cease to exist be treated as Dissenters' Shares and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding converted into the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated the Merger Consideration pursuant to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareSection 2.02(i). (div) Target Common Shares held by Parent at the Effective Time Each share of Norway Merger Subsidiary common stock issued and outstanding immediately before the Merger Effective Date shall be cancelled and retired, and no new shares remain an outstanding share of common stock of the Surviving Corporation or other property Corporation. (v) The holders of certificates representing shares of First Coastal Common Stock (any such certificate being hereinafter referred to as a "Certificate") shall be issuable with respect theretocease to have any rights as stockholders of First Coastal, except such rights, if any, as they may have pursuant to applicable law and this Agreement.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue a result of the Merger and without any action on the part of Parent, be exchanged for and converted intoMerger Sub, and shall become outstanding as, one share the Company or the holders of the common any capital stock of Parent, Merger Sub or the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).Company: (ba) Each Target except as otherwise provided in Section 2.03(b), Section 2.03(c) or Section 2.05 and except for any shares of Company Common Share held Stock contributed to Holdings by the Rollover Investors (if any) (collectively, the “Rollover Shares”) immediately prior to the Effective Time Time, each share of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Company Common Share Stock issued and outstanding immediately prior to the Effective Time shall be automatically canceled and converted into the right to receive one dollar and twenty-seven cents (other than treasury shares$1.27) shall by virtue in cash without interest (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be issued and outstanding and shall automatically be canceled and shall cease to exist, and each holder of a Certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 2.04, without interest. For the avoidance of doubt, no Rollover Shares shall be converted into the right to receive Two and 53/100 Dollars the Merger Consideration; ($2.53b) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case each share of shares Company Common Stock owned by dissenting Shareholdersthe Company and any shares of Company Common Stock owned by Parent or Merger Sub (or any of their respective Affiliates) immediately prior to the Effective Time, to appraisal rights under Chapter 92A of the NRS) shall forthwith automatically be canceled and shall cease to exist and each such share no consideration shall be cancelled delivered in exchange therefor; and (c) each share of common stock of Merger Sub issued and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated outstanding immediately prior to the shareholders Effective Time shall automatically be converted into and become one fully paid, nonassessable share of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactionscommon stock, thus giving those Shareholders Four and 50/100 Dollars (par value $4.50) 0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (d) Target Common Shares held from the date of this Agreement until the date that is two (2) Business Days prior to the date of the Stockholder Meeting, Holdings may from time to time enter into one or more rollover agreements, (the “Rollover Agreement(s)”), pursuant to which no more than fifty (50) stockholders of the Company as determined by Parent at in its discretion (any such stockholders, the “Rollover Investors”) agree to contribute to Holdings, subject to the terms and conditions therein, the number of shares of Company Common Stock set forth in such agreements. Immediately prior to the Effective Time Time, the Rollover Investors, if any, shall contribute the shares of Company Common Stock owned by them to Holdings pursuant to the Rollover Agreement(s). Subsequent to the receipt by Holdings of the Merger shares of Company Common Stock from the Rollover Investors (if any), such shares of Company Common Stock shall be cancelled and retiredautomatically cancelled, and no new shares by virtue of the Surviving Corporation or other property shall be issuable Merger, in accordance with respect theretoSection 2.03(b).

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, be exchanged for and converted intoPurchaser, and shall become outstanding as, one share the Company or any stockholder of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).Company: (bi) Each Target Common Share held any Shares owned immediately prior to the Effective Time of by the Merger as Target treasury stock, if any, Company (including those held in the Company’s treasury) shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any and shall cease to exist, and no consideration shall be delivered in exchange therefor.; (cii) Each Target Common any Shares owned both as of the Offer Commencement Date and immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) any Shares irrevocably accepted for purchase pursuant to, the Offer, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iv) except as provided in clauses (i), (ii) and (iii) above and subject to Section 2.05(b), each Share issued and outstanding immediately prior to the Effective Time (other than treasury sharesany Dissenting Shares, which shall have only those rights set forth in Section 2.07) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars the Offer Price ($2.53) the “Merger Consideration”), in cash, each case without any interest thereon, from Parent subject to any withholding of Taxes in accordance with Section 2.06(e); and (v) each share of the manner provided in common stock, $0.0001 par value per share, of Purchaser then outstanding shall be converted into one share of common stock of the Surviving Corporation. From and after the Effective Time, subject to this Section 3.02 hereof2.05(a), all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and all other each applicable holder of such Shares shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers Merger Consideration therefor in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareaccordance with Section 2.06. (db) Target Common Shares held by Parent at If, between the date of this Agreement and the Effective Time Time, the outstanding 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 cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoappropriately adjusted.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parentthe Buyer, the Merger Sub, Generac, the Representative or the Shareholders, pursuant to this Agreement and Wisconsin Law, subject to the other provisions of this § 2: (i) Each of the outstanding Shares shall be exchanged for converted into the right to receive an amount in cash, without interest thereon, equal to the Merger Consideration less the Representative’s Escrow, divided by 62,000 (the number of outstanding Shares) (the “Per Share Merger Consideration”), payable to the holder thereof upon surrender of the certificate representing such Share. As of the Effective Time, all outstanding Shares shall no longer be outstanding and converted intoshall automatically be cancelled and shall cease to exist, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as each holder of a certificate representing any outstanding Shares shall cease to have any rights with respect thereto, except the common stock of Acquisition Sub at right to receive the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein)Per Share Merger Consideration in respect thereof. (bii) Each Target Common Share held immediately prior to the Effective Time share of common stock, par value $0.01 per share, of the Merger as Target treasury stockSub (the “Merger Sub Common Stock”), if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time Time, shall be converted into and exchanged for one validly issued, fully paid and non-assessable share of voting common stock, par value $0.01 per share, of the Surviving Corporation (other than treasury shares) shall by virtue the “Surviving Corporation Common Stock”). From and after the Effective Time, each outstanding certificate which represented shares of the Merger be converted into Sub Common Stock shall evidence ownership of and represent the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case number of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of Surviving Corporation Common Stock into which such shares of the NRSMerger Sub Common Stock shall have been converted pursuant to this § 2(b)(ii). (iii) shall forthwith cease to exist and each such share All Shares held in Generac’ s treasury as of the Effective Time shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoingand all rights in respect thereof shall cease to exist, the Major Shareholders and certain other members without any conversion thereof or payment of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareany consideration therefor. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentBuyer, be exchanged for and converted intoMerger Sub, and shall become outstanding as, one the Company or the holders of any of the securities described below: (a) Each share of the common stock of the Surviving Corporation Merger Sub Common Stock issued and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration thereforSurviving Corporation. (cb) Each Target Common Share Except as otherwise provided herein, the Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than treasury shares(x) shares of Company Capital Stock cancelled pursuant to Section 1.2(c)) and (y) Dissenting Shares) shall by virtue of the Merger be converted into the right to receive Two receive, upon delivery and 53/100 Dollars surrender of the Certificates formerly representing the issued and outstanding Company Capital Stock, the Estimated Merger Consideration ($2.53subject to Sections 2.2, 2.3 and 2.4), and such share of Company Capital Stock after such conversion shall automatically be cancelled and retired and shall cease to exist. (c) in cash, without interest thereon, from Parent Each share of Company Capital Stock held in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A treasury of the NRS) shall forthwith cease to exist Company and each such share of Company Capital Stock owned or held, directly or indirectly, by the Company immediately prior to the Effective Time shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain shall cease to exist without any conversion thereof and no payment of cash or any other members of management of Target have waived consideration or will waive their right to receive forty cents ($.40) per share so that it can distribution shall be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per sharemade with respect thereto. (d) Target Common Shares held by Parent at As of the Effective Time Time, each holder of a certificate representing a share of Company Capital Stock (each such certificate, a “Certificate”) (other than a Certificate representing Dissenting Shares, the treatment of which is addressed in Section 1.3) shall cease to have any rights with respect thereto and any shares of Company Capital Stock that were represented thereby prior to the Effective Time, except the right to receive, upon surrender of such Certificate, a portion, without interest, in accordance with this Agreement, of the Estimated Merger Consideration (subject to Sections 2.2, 2.3 and 2.4). Surrendered Certificates shall forthwith be cancelled and retired, and no new shares by the Surviving Corporation. (e) None of the Surviving Corporation Corporation, Buyer, or other property Merger Sub shall be issuable with liable to any Person in respect theretoof amounts paid to a public official to the extent required under any applicable abandoned property, escheat or similar Law.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each each share of common stock stock, par value $.001 per share, of Acquisition Sub outstanding immediately prior to the Effective Time of shall be converted in the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, into one share of the common stock stock, par value $.01 per share, of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein)Corporation. (b) Each Target Common Share held immediately prior Subject to the Effective Time provisions of Section 2.5(d) hereof, the Merger as Target treasury shares of common stock, if anypar value $.01 per share of SES ("SES COMMON STOCK"), shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share that are issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall will, by virtue of the Merger and at the Effective Time, and without further action on the part of the holders thereof, be converted into the right to receive Two an aggregate number of shares of common stock, par value $.0001 per share of IVG ("IVG COMMON STOCK") equal to (i) 25% of the number of shares of IVG Common Stock outstanding immediately prior to the Closing (the "INITIAL SHARES"), plus (ii) the number of additional shares, if any, to which the former holders of SES Common Stock become entitled pursuant to Section 2.6 hereof (the "EARN-OUT SHARES"). The Initial Shares and 53/100 Dollars the Earn-out Shares ($2.53if any) in cashare collectively referred to herein as the "MERGER SHARES"). For example, without interest thereonif there were 50 million shares of IVG Common Stock outstanding immediately prior to Closing, from Parent in the manner provided in Section 3.02 hereof, and all other Initial Shares would consist of 12.5 million shares. Each holder of a certificate (a "CERTIFICATE") at the Effective Time representing any shares of SES Common Stock shall thereafter cease to have any rights with respect thereto (subjectto such shares, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents upon the surrender of such Certificate, without interest, the IVG Common Stock and cash ($.40in lieu of fractional shares) per into which the shares represented by such Certificate have been converted in accordance with this Agreement. (c) Each share so of SES Common Stock that it can is held by SES as treasury stock at the Effective Time shall be allocated to the shareholders canceled and retired and no shares of Target who purchased their Target IVG Common Shares directly from Target Stock shall be delivered or through brokers or dealers paid in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareexchange therefor. (d) Target Common Shares held by Parent at At the Effective Time, each share of Series A preferred stock of SES outstanding immediately prior to the Effective Time shall continue to be an identical share of the Merger shall be cancelled and retired, and no new shares Series A preferred stock of the Surviving Corporation or other property shall be issuable with respect theretoCorporation.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted intoMerger Sub or the Company or the holders of any securities of the Company or Merger Sub, and shall become outstanding as, one each share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Company Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share Stock issued and outstanding immediately prior to the Effective Time (other than treasury sharesthe Excluded Stock) shall by virtue of the Merger be automatically cancelled and extinguished and converted into the right to receive Two and 53/100 Dollars the Per Share Final Merger Consideration ($2.53) a portion of which, the Per Share Closing Merger Consideration, shall be payable at the Closing to the holder thereof in cashaccordance with Section 3.5), without interest thereon, from Parent in the manner provided in Section 3.02 hereofinterest, and all other the holders of certificates that, immediately prior to the Effective Time, represented such outstanding Company Common Stock (the “Certificated Shares”) and the holders of non-certificated shares of Company Common Stock held by book entry (“Uncertificated Shares”), in each case, shall cease to have any rights with respect thereto (subjectother than the right to receive, upon delivery of such Certificated Shares or Uncertificated Shares, as the case may be, in accordance with Section 3.5, the case Per Share Final Merger Consideration (a portion of which, the Per Share Closing Merger Consideration, shall be payable at the Closing to the holder thereof in accordance with Section 3.5, with the amount in excess thereof to be paid thereafter in accordance with the terms hereof), without any interest thereon, for each such Certificated Share or Uncertificated Share, as applicable. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, the Paying Agent, the Company or Parent, as applicable, shall pay to each Holder holding less than 1,000 shares of Company Common Stock, taking into account shares of Company Common Stock such Holder would have the right to receive upon the settlement or exercise of Vested Company RSU Awards or Company Warrants, as applicable, in lieu of (i) such Holder’s portion of the Closing Stock Merger Consideration, an amount in cash equal to the Closing Stock Merger Consideration such Holder would be entitled to receive multiplied by $13.35 and rounded down to the nearest ▇▇▇▇▇, and (ii) such Holder’s portion of the Closing Warrant Merger Consideration, an amount in cash equal to the Closing Warrant Merger Consideration such Holder would be entitled to receive multiplied by the lesser of (A) the value of each Parent Warrant as determined in good faith by the Board of Directors of the Company and (B) $15.50, rounded down to the nearest ▇▇▇▇▇. For the avoidance of doubt, with respect to each Holder receiving such cash payment in lieu of such Holder’s respective portion of the Closing Stock Merger Consideration and Closing Warrant Merger Consideration pursuant to this Section 3.1(a), such Holder shall not receive any shares of Parent Common Stock or Parent Warrants pursuant to the terms of this Agreement and the shares of Parent Common Stock and Parent Warrants that such Holder would have otherwise received in exchange for such Holder’s Company Common Stock (including upon the settlement or exercise of Vested Company RSU Awards or Company Warrants, as applicable) shall not be issued and shall have the effect of reducing the Closing Stock Merger Consideration and Closing Warrant Merger Consideration accordingly. (b) At the Effective Time, all shares of Company Common Stock that are owned by dissenting Shareholdersthe Company or its Subsidiaries immediately prior to the Effective Time shall, to appraisal rights under Chapter 92A by virtue of the NRS) shall forthwith cease to exist Merger and each such share shall without any action on the part of the Company or the holders of any securities thereof, be automatically cancelled and retired upon receipt thereof. Notwithstanding without any conversion thereof and shall cease to exist, and no consideration shall be delivered in exchange therefor (the foregoing“Excluded Stock”). (c) Each share of common stock, the Major Shareholders par value $0.01 per share, of Merger Sub issued and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated outstanding immediately prior to the shareholders Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable share of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactionscommon stock, thus giving those Shareholders Four and 50/100 Dollars (par value $4.50) 0.01 per share, of the Surviving Corporation, with the same rights, powers and privileges as the shares of common stock of Merger Sub so converted and shall constitute the only outstanding shares of common stock of the Surviving Corporation. (d) Target Common Shares held by Parent If at any time between the date of this Agreement and the Effective Time any change in the number of issued or outstanding shares of Parent Common Stock shall occur as a result of a reclassification, recapitalization, share split (including a reverse share split), or combination, exchange or readjustment of shares, or any share dividend or share distribution (including any dividend or distribution of securities convertible into Parent Common Stock) with a record date during such period, the amount of the Per Share Final Merger Consideration payable as provided in Section 3.1(a) shall be cancelled and retiredequitably adjusted to reflect such change consistent with the adjustment provisions contained in the Parent Warrant Agreement; provided that, and no new in the event that the effect of any such adjustment would trigger obligations under Nasdaq’s stockholder approval requirements for the issuance of any additional shares of Parent Common Stock, that portion of such adjustment that would result in the Surviving Corporation Parent Common Stock issuance being equal to or other property greater than the 20% threshold set by Nasdaq would instead be made in cash (it being understood that the cash paid in lieu of each share of Parent Common Stock shall be issuable with respect theretoequal to $13.35). For the avoidance of doubt, the right of Sapphire Holding S.a.r.l., the minority stockholder of ▇▇▇▇▇▇▇▇ Scotsman Holdings Corp., a direct subsidiary of Parent (“Parent Holdco”), to exchange at any time all of the issued and outstanding shares of common stock of Parent Holdco held by Sapphire Holding S.a.r.l. for newly issued shares of Parent Common Stock, subject to the corresponding redemption for no consideration of all issued and outstanding shares of Class B common stock of Parent, shall not trigger any adjustment to the Per Share Final Merger Consideration.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or any stockholder of the Company: (i) any Shares then held by the Company (or held in its treasury) shall be exchanged for canceled and converted intoshall cease to exist, and no consideration shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).be delivered in exchange therefor; (bii) Each Target Common Share any Shares then held immediately prior to the Effective Time by Parent, Purchaser or any other wholly owned Subsidiary of the Merger as Target treasury stock, if any, Parent shall by virtue of the Merger forthwith be canceled and shall cease to exist exist, and no consideration shall be cancelled and retired without payment of any consideration delivered in exchange therefor.; (ciii) Each Target Common except as provided in clauses (i) and (ii) above and subject to Section 2.6(b), each Share then issued and outstanding immediately prior to the Effective Time (other than treasury sharesany Dissenting Shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in casha cash amount equal to the Offer Price, without interest thereonthereon (the “Merger Consideration”), from Parent subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.7(f); and (iv) each share of the manner provided in common stock, $0.001 par value per share, of Purchaser then issued and outstanding shall be converted into one (1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (b) At the Effective Time, all Shares converted pursuant to Section 3.02 hereof2.6(a)(iii) shall cease to be outstanding and shall automatically be cancelled and shall cease to exist, and all other each holder of any certificates evidencing such Shares (the “Certificates”) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) immediately prior to the Effective Time shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retiredConsideration therefor, and no new shares subject to any withholding of the Surviving Corporation or other property shall be issuable Taxes required by applicable Legal Requirements in accordance with respect theretoSection 2.7(f).

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each each share of common stock stock, par value $0.001 per share of Acquisition Sub Bolcan (individually a "Bolcan Share" and collectively, the "Bolcan Shares") issued and outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentBolcan, J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, or the holder thereof, be exchanged for and converted into, into and shall become fully paid and nonassessable J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ common shares at an exchange rate of 1:25. For each Bolcan share, the holder will be issued 25 J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shares. For example, if the Bolcan shareholder holds 1,000,000 shares he/she will be issued 25,000,000 shares of J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇. In the event that, subsequent to the date of this Agreement but prior to the Effective Time, the outstanding asshares of J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Common Stock or Bolcan Common Stock are changed into a different number of shares or a different class as a result of a stock split, one reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or similar transaction, the number of shares of J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Common Stock into which each share of the common stock Bolcan Common Stock will be converted as a result of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein)Merger will be adjusted appropriately. (b) Each Target Common Bolcan hereby acknowledges that (i) the J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shares to be issued have not been and will not be registered under the Securities Act of 1933 (“1933 Act”) or under the securities laws of any state and, therefore, the J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Shares cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations as are available; and (ii) the transferability of the Shares is restricted and that a legend shall be placed on the certificates representing the securities substantially to the following effect: (c) At the Effective Time, each Bolcan Share held in the treasury of Bolcan, by Bolcan immediately prior to the Effective Time of the Merger as Target treasury stockshall, if any, shall by virtue of the Merger forthwith and without any action on the part of Bolcan, JSR Sub Co. or J▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ be canceled, retired and cease to exist and be cancelled and retired without no payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable made with respect thereto.

Conversion of Shares. At (a) As of the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one the holders thereof: (i) Each share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and Subsidiary 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 $.001 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Subsidiary shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted in accordance with this Section 1.2(a)(i). (other than ii) Each share of common stock, par value $.001 per share, of the Company (a "COMPANY SHARE") held by the Company as treasury sharesstock or owned by Acquirer or any subsidiary of Acquirer, shall be cancelled, and no payment shall be made with respect thereto. (iii) shall Each Company Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.2(a)(ii), by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive Two 0.52 shares (the "EXCHANGE RATIO") of validly issued, fully paid and 53/100 Dollars nonassessable common stock, par value $.0001 per share, of Acquirer ($2.53"ACQUIRER COMMON STOCK"). (b) From and after the Effective Time, all Company Shares converted in cash, without interest thereon, from Parent in the manner provided in accordance with Section 3.02 hereof1.2(a)(iii) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and all other each holder of a certificate representing any such Company Shares shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents the Merger Consideration ($.40as defined below), as applicable, and any dividends payable pursuant to Section 1.3(f). (c) per share so that it can The Acquirer Common Stock to be allocated received as consideration pursuant to the shareholders Merger by each holder of Target who purchased their Target Company Shares (together with cash in lieu of fractional shares of Acquirer Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50Stock as specified below) per shareis referred to herein as the "MERGER CONSIDERATION." (d) Target Common Shares held by Parent at For purposes of this Agreement, the Effective Time word "SUBSIDIARY" when used with respect to any Person means any other Person, whether incorporated or unincorporated, of which (i) more than fifty percent (50%) of the Merger shall be cancelled and retired, and no new shares securities or other ownership interests or (ii) securities or other interests having by their terms ordinary voting power to elect more than fifty percent (50%) of the Surviving Corporation board of directors or others performing similar functions with respect to such corporation or other property shall be issuable with respect thereto.organization, is directly owned

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of ParentBuyer, be exchanged for and converted intoAcquisition Sub, and shall become outstanding asthe Company or any holder of shares of common stock, one share par value $.01 per share, of the common stock Company (each a “Share” and, collectively, the “Shares”) or any shares of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).Sub: (ba) Each Target Common Share held immediately prior Share, together with the associated right (a “Company Right”) issued pursuant to the Effective Time of Right Agreement, dated February 9, 2000, between the Merger Company and Norwest Bank, N.A., as Target treasury stockagent (the “Company Rights Agreement”), if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share that is issued and outstanding immediately prior to the Effective Time (other than treasury sharesany Shares described in Sections 1.8(b) and (c) and any Appraisal Shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) 25.50 in cash, without interest thereon(the “Merger Consideration”). (b) Each Share, from Parent together with the associated Company Right, that is owned by Parent, Buyer or Acquisition Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor. (c) Each Share, together with the associated Company Right, that is held in the manner provided in Section 3.02 hereoftreasury of the Company or owned by the Company or any of its wholly-owned Subsidiaries immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor. (d) Each share of common stock, par value $.01 per share, of Acquisition Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation. (e) Shares that have not been voted for approval of this Agreement or consented thereto in writing and with respect to which written objection to the Merger has been properly made in accordance with Section 262 of the DGCL (“Appraisal Shares”), will not be converted into the right to receive from Buyer the Merger Consideration otherwise payable with respect to such Shares at or after the Effective Time. At the Effective Time, all other Appraisal Shares shall no longer be outstanding and automatically shall be cancelled and shall cease to exist, and, except as provided by Applicable Laws, each holder of Appraisal Shares shall cease to have any rights with respect thereto to the Appraisal Shares, other than such rights as are granted by Section 262 of the DGCL. Notwithstanding the foregoing, if a holder of Appraisal Shares (subjectan “Appraisal Shareholder”) shall fail to validly perfect or shall waive or withdraw his or her objection or demand for payment of the fair value of his or her Shares, or if such Appraisal Shares (or such other shares with respect to which appraisal rights have not terminated) become ineligible for such payment or if a court of competent jurisdiction shall determine that such Appraisal Shareholder is not entitled to relief under Section 262 of the DGCL, then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Appraisal Shares will cease to be Appraisal Shares (or, in the case of shares owned by dissenting Shareholderssuch other shares, to the appraisal rights under Chapter 92A of the NRSshall have terminated) shall forthwith cease to exist and each such share shall Share will be cancelled converted into the right to receive, and retired upon receipt thereof. Notwithstanding the foregoingwill be exchangeable for, the Major Shareholders and certain Merger Consideration into which such Appraisal Shares (or such other members shares) would have been converted pursuant to Section 1.8, without interest. The Company shall promptly give Buyer notice of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated any objection to the shareholders Merger received by the Company from an Appraisal Shareholder, and Buyer shall have the reasonable opportunity, at its sole expense, to participate in all negotiations and proceedings with respect to such objection. The Company agrees that, except with the prior written consent of Target who purchased their Target Common Shares directly from Target Buyer and Acquisition Sub, or through brokers as required under the DGCL, it will not voluntarily make any payment with respect to, or dealers in open market transactionssettle or offer or agree to settle, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at any such objection. Each Appraisal Shareholder or other shareholder who, pursuant to the Effective Time provisions of Section 262 of the Merger shall be cancelled and retiredDGCL, becomes entitled to payment of the fair value of the Appraisal Shares (or other shares) will receive payment therefor after the fair value therefor has been agreed upon or finally determined pursuant to such provisions, and no new shares of the Surviving Corporation any Merger Consideration that would have been payable with respect to such Appraisal Shares (or other property shall shares) will be issuable with respect theretoretained by Buyer.

Conversion of Shares. At Subject to the provisions of this Article 3, at the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentMerger Subsidiary or the shareholders of any of the foregoing, the shares of the constituent corporations shall be exchanged for and converted into, and shall become outstanding as, one as follows: (a) Each share of the common capital stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share Buyer issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) Each share of Seller Common Stock issued and outstanding immediately prior to the Effective Time, except for shares of Seller Common Stock held by Seller or Buyer (other than treasury shares of Seller Common Stock (x) held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary capacity, that are beneficially owned by third parties (any such shares, and shares of Buyer Common Stock which are similarly held, whether held directly or indirectly by Seller or Buyer, being referred to herein as "Trust Account Shares") or (y) held on account of a debt previously contracted (any such shares of Seller Common Stock, and shares of Buyer Common Stock which are similarly held directly or indirectly by Seller or Buyer, being referred herein as "DPC Shares")) shall by virtue be converted, at the election of the Merger be converted holder thereof, in accordance with the procedure set forth in Article 4 and subject to Section 3.1(d) and Section 3.2, into the right to receive Two and 53/100 Dollars ($2.53) in cashthe following, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share.interest: (di) Target for each share of Seller Common Shares held by Parent Stock issued and outstanding at the Effective Time with respect to which an election to receive cash has been effectively made and not revoked or lost pursuant to Article 4 (a "Cash Election"), the right to receive in cash from Buyer an amount equal to the quotient of $46,193,088 divided by the sum of the Merger shall be cancelled and retired, and no new number of shares of Seller Common Stock issued and outstanding at the Surviving Corporation Effective Time plus the number of shares of Seller Common Stock issuable as of the Effective Time pursuant to unexercised Seller Options (the "Per Share Amount") (collectively, the shares of Seller Common Stock as to which a Cash Election has been made and such Cash Election has not been revoked or other property shall be issuable lost are called the "Cash Election Shares"); and (ii) for each share of Seller Common Stock with respect theretoto which an election to receive Buyer Common Stock has been effectively made and not revoked or lost pursuant to Article 4 (a "Stock Election"), the right to receive from Buyer the fraction of a share of Buyer Common Stock as is equal to the Exchange Ratio (the "Stock Consideration") (collectively, the "Stock Election Shares").

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, be exchanged for and converted intoMerger Sub, and shall become outstanding as, one share the Company or any stockholder of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).Company: (bi) Each Target Common Share any Shares held immediately prior to the Effective Time of by the Merger as Target treasury stock, if any, Company (or held in the Company’s treasury) shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any and shall cease to exist, and no consideration shall be delivered in exchange therefor.; (cii) Each Target Common any Shares held immediately prior to the Effective Time by Parent or Merger Sub shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) any Shares held immediately prior to the Effective Time by any direct or indirect Subsidiary of Parent or Merger Sub or any direct or indirect Subsidiary of the Company shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary shall own the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time (such Shares, together with the Shares described in clause (i) and clause (ii), the “Excluded Shares”); (iv) except as provided in clauses (i), (ii), and (iii) above, and subject to Section 1.3(b), each Share issued and outstanding immediately prior to the Effective Time (other than treasury sharesexcluding any Dissenting Shares, which shall have only those rights set forth in Section 1.5) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cashthe Merger Consideration, without interest thereonand subject to any withholding of Taxes in accordance with Section 1.4(e); and (v) each share of the common stock, from Parent in $0.01 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the manner provided in Surviving Corporation. From and after the Effective Time, subject to this Section 3.02 hereof1.3(a), all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and all (a) each applicable holder of Shares (other than Dissenting Shares and Excluded Shares) shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger Consideration in accordance with this Section 1.3, without any interest thereon, upon the surrender of such Shares in accordance with Section 1.4, (b) each applicable holder of Dissenting Shares shall be cancelled cease to have any rights with respect thereto, except the rights specified in Section 1.5 and retired, and no new shares (c) each applicable holder of the Surviving Corporation or other property Excluded Shares shall be issuable cease to have any rights with respect thereto. (b) Subject to Section 1.3(b) of the Company Disclosure Schedule, if, between the date of this Agreement and the Effective Time, the outstanding 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 equitably adjusted.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock stock, $.001 par value per share (the "Company Common Stock"), of Acquisition Sub the Company issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 2.1(c) hereof) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive .385 (the "Exchange Ratio") of a fully paid and nonassessable share (the "Merger Consideration") of common stock, par value $.001 per share, of Parent (the "Parent Common Stock"). (b) Each share of common stock, par value $.001 per share, of Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for converted into one fully paid and converted into, and shall become outstanding as, one nonassessable share of the common stock stock, $.001 par value per share, of the Surviving Corporation and Parent as holder Corporation. (c) Any shares of the common stock of Acquisition Company Common Stock that are owned by Parent, Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares or any other wholly owned Subsidiary (as defined herein)in Section 3.1) of Parent shall be canceled and retired and shall cease to exist and no Parent Common Stock or other consideration shall be delivered in exchange therefor. (bd) Each Target Common Share held On and after the Effective Time, holders of certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, shall cease to have any rights as stockholders of the Company, except the right to receive, subject to Section 2.5 hereof, the Merger Consideration (and cash in lieu of any fractional share as Target treasury stockcontemplated by Section 2.3) for each share of Company Common Stock held by them. Any restrictions (including, if anybut not limited to, shall by virtue forfeiture or repurchase rights in favor of the Merger forthwith cease to exist and be cancelled and retired without payment Company) on shares of any consideration therefor. (c) Each Target Company Common Share issued and outstanding Stock in effect immediately prior to the Effective Time (other than treasury shares) the "Company Restricted Stock"), shall by virtue of continue in full force from and after the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cashEffective Time; provided, without interest thereonhowever, that, from Parent in and after the manner provided in Section 3.02 hereofEffective Time, and all other rights with respect thereto (subject, in references to the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share Company shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right deemed to receive forty cents ($.40) per share so that it can be allocated refer to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareParent. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.

Conversion of Shares. At As of the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common capital stock of Acquisition Sub the Bank which is issued and outstanding immediately prior to the Effective Time of the Merger shallTime, by virtue of the Merger shall ipso facto and without any action on the part of Parentthe holder thereof, become and be exchanged for and converted into, and shall become outstanding as, one share into three (3) shares of the common stock of the Surviving Corporation Corporation, and Parent as holder outstanding certificate(s) (hereinafter called the "Old Certificate(s)") representing shares of capital stock of the Bank shall thereafter represent shares of common stock of Acquisition Sub at the Effective Time will, without further action, become the holder Corporation. All shares of record on that date common stock of the same number Corporation into which capital stock of Target Common the Bank is converted, as above provided, when issued shall be fully paid and nonassessable. Shares (of the Corporation, if any, that would have been issued to a shareholder had the shareholder not dissented from the consolidation shall be held by the Corporation as defined herein)treasury shares. (b) Each Target Common Share held immediately prior holder of shares of capital stock of the Bank which shall have been so converted into common stock of the Corporation, upon surrender of such Old Certificate(s) in proper form to the Effective Time Resulting Bank for cancellation, shall be entitled to receive, as evidence of the Merger as Target treasury stockshares of capital stock so converted, if any, shall by virtue stock certificate(s) (hereinafter called "New Certificate(s)") bearing the name of the Merger forthwith cease Corporation as issuer, for the number of shares of the Corporation represented by such Old Certificate(s) when surrendered. Until so surrendered, each Old Certificate shall be deemed, for all corporate purposes, to exist and evidence the ownership of the number of shares of common stock of the Corporation which the holder thereof would be cancelled and retired without payment entitled to receive upon its surrender, except that the Corporation may withhold, from the holder of shares represented by such Old Certificate(s), distribution of any consideration thereforor all dividends declared by the Corporation on such shares until such time as such Old Certificate(s) shall be surrendered in exchange for New Certificate(s), at which time dividends so withheld by the Corporation with respect to such shares shall be delivered, without interest thereon, to the shareholder to whom such New Certificate(s) are issued. (c) Each Target Common Share The one (1) share of common stock of the New Bank which is issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cashTime, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareredeemed. (d) Target Common Shares held by Parent at the Effective Time All of the Merger shall be cancelled and retired, and no new shares of common stock of the Surviving Corporation or other property shall Resulting Bank will be issuable with respect theretoissued to the Corporation.

Conversion of Shares. (a) At the Effective Time, subject to the manner terms of this Agreement and basis of converting the shares of stock of Acquisition Sub and Target shall be Escrow Agreement (as follows: (a) Each defined in Section 1.06(b)(iii), each share of common stock stock, $0.01 par value, of Acquisition Sub Inotek ("Inotek Common") issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $0.65 (the "Common Share Merger Price"); provided, however, that shares of Inotek Common held in the Merger shalltreasury of Inotek or by any direct or indirect subsidiary of Inotek immediately prior to the Effective Time shall be canceled. (b) The stock transfer books of Inotek shall be closed, and no share transfers will be permitted after the Effective Time. At the Effective Time, by virtue of the Merger and without any action on the part of Parentthe holders thereof, be exchanged for and converted into, and shall become outstanding as, one share all of the common stock shares of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Inotek Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist be outstanding and be cancelled and retired without payment of any consideration thereforcanceled. (c) Each Target If holders of Inotek Common Share issued are entitled to require appraisal of their shares under applicable Corporate Law, shares held by a dissenting holder who has perfected the right to obtain an appraisal of his shares shall not be converted as described in this Section 1.03, but from and after the Effective Time shall represent only the right to receive such consideration as may be determined pursuant to applicable Corporate Law; provided, however, that each share of Inotek Common outstanding immediately prior to the Effective Time (other than treasury shares) and held by a dissenting holder who after the Effective Time shall by virtue withdraw his demand for appraisal or lose his right of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner appraisal shall thereafter have only such rights as are provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareapplicable Corporate Law. (d) Target Any options to purchase shares of Inotek Common Shares held by Parent ("Inotek Options") which are not exercised prior to the Effective Time shall be canceled at the Effective Time Time. (e) At the Effective Time, the outstanding shares of common stock of Newco shall be converted into an equal number of shares of Inotek Common, so that immediately following the effective time of the Merger Merger, 5 the number of outstanding shares of Inotek Common shall be cancelled and retired, and no new equal to the number of outstanding shares of common stock of Newco immediately prior to the Surviving Corporation or other property shall be issuable with respect theretoMerger.

Conversion of Shares. At As of the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted intoHoldco, and shall become outstanding asSub, one share the Company or any holders of the common shares of capital stock of the Surviving Corporation and Parent as holder Company: (i) Each outstanding share of common stock, par value $0.001 per share, of the common stock of Acquisition Sub at Company (the Effective Time will, without further action, become “Common Stock”) that is held in the holder of record on that date treasury of the same number Company and any shares of Target Common Shares Stock owned by Parent, Holdco, Sub or any other wholly-owned subsidiary of Parent shall be canceled and no consideration shall be delivered in exchange therefor (as defined hereinsuch shares, the “Excluded Company Shares”). (bii) Each Target share of Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share Stock issued and outstanding immediately prior to the Effective Time (other than treasury sharesExcluded Company Shares and Dissenting Company Shares (as defined in Section 2.3)) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.531) an amount in cash, without interest thereoninterest, from Parent equal to $23.00 (the “Cash Consideration”), plus (2) a contingent value right (a “CVR”) issued by Holdco pursuant to the CVR Indenture ((1) and (2) together, the “Merger Consideration”). Each CVR issued pursuant to the CVR Indenture will be substantially in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated form attached as Annex A to the shareholders CVR Indenture (the “CVR Certificate”). The CVR Certificates will be issued by Holdco pursuant to the CVR Indenture. All such shares of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactionsStock, thus giving those Shareholders Four when so converted, shall no longer be outstanding and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall automatically be cancelled canceled and retired, and no new each holder of a certificate or certificates (the “Certificates”) representing any such shares of the Surviving Corporation or other property Common Stock shall be issuable cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest.

Conversion of Shares. At the Effective Time, by virtue of the manner merger and basis without any further action on the part of converting NEACSUB or Sheller-Globe or a holder of any of the shares Shares (individually a "Share" ▇▇▇ ▇ollectively the "Shares") of stock common stock, no par value, of Acquisition Sub and Target shall be as follows:Sheller-Globe (the "Common Stock"): (a) Each share Share issued ▇▇▇ ▇▇▇standing (which for purposes of common stock of Acquisition Sub outstanding this Agreement shall include Shares which are reserved for issuance in connection with prior mergers involving Sheller-Globe) immediately prior to the Effective Time (▇▇▇▇▇ than Dissenting Shares, as hereinafter defined, Shares owned by Purchaser, NEACSUB or any other subsidiary of Purchaser and Shares held in the Merger shall, by virtue treasury of the Merger and without any action on the part of Parent, Sheller-Globe) shall be exchanged for and converted into, into and shall become outstanding as, one share of represent the common stock of right to receive (i) $39 in cash (the "Cash Amount") and (ii) such Discount Junior Subordinated Notes (the "Junior Notes") to be issued by the Surviving Corporation having terms and Parent provisions substantially in the form set forth in Annex I hereto and in such principal amount (the "Note Amount") and bearing such rate of interest as holder would cause such Junior Notes to have a market value, in the Investment Bankers' Opinion, equal to approximately $7.73 (the "Note Value") (the Cash Amount and the Note Amount are hereinafter sometimes collectively referred to as the "Merger Consideration"). For the purposes of this subparagraph (a), the Investment Bankers' Opinion shall mean the joint opinion with respect to the market value of the common stock Junior Notes of Acquisition Merrill Lynch Capital Markets of Merrill Lynch, Pierce, ▇▇▇▇▇▇ & Smith Incorporated ("Me▇▇▇▇▇ ▇ynch") and Bear, ▇▇▇▇▇ns & ▇▇. Inc. ("Bear Ste▇▇▇▇"), ▇▇▇▇▇cial advisors ▇▇ ▇▇▇ Company, and Shearson Lehman Brothers Inc. ("Shearson"), financial advisor to ▇▇▇▇▇aser and Sub at (or, if Merrill Lynch and Bear Stearns on the Effective Time willone hand and Shea▇▇▇▇ ▇▇ ▇▇▇ ▇ther hand ▇▇▇ ▇▇▇ble to agree, without further actionan opinion of another investment banking firm of national standing chosen by them), become which market value shall be determined on a fully distributed basis after the holder close of record business on that the second business day prior to the date of the same number of Target Common Shares Shareholders' Meeting (as defined hereinin Section 3.10 of the Agreement and Plan). (b) Each Target Common Share held in the treasury of Sheller-Globe and each Share owned by Purchaser, NEACSU▇, ▇▇ ▇ny subsidiary of Sheller-Globe, immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith ▇▇▇▇▇ ▇e cancelled and cease to exist exist, and no payment or other consideration shall be cancelled and retired without payment of any consideration thereformade in respect thereof. (c) Each Target Common Share share of common stock, par value $.01 per share, of NEACSUB issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into one validly issued, fully paid and nonassessable share of common stock, no par value, of the right Surviving Corporation. (d) Notwithstanding anything in this Agreement to receive Two the contrary, Shares which are outstanding immediately prior to the Effective Time and 53/100 Dollars ($2.53) which are held by shareholders who shall not have voted such Shares in cash, without interest thereon, from Parent favor of the adoption of this Agreement and the approval of the merger and who shall have delivered a written demand for payment of the fair cash value of such Shares in the manner provided in Section 3.02 hereof1701.85, and all other rights with respect thereto Ohio Revised Code, (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS"Dissenting Shares") shall forthwith cease to exist and each such share shall not be cancelled and retired upon receipt thereof. Notwithstanding converted into or be exchangeable for the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can the Merger Consideration, but the holders thereof shall be allocated entitled to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time payment of the Merger fair cash value of such Shares in accordance with the provisions of Section 1701.85, Ohio Revised Code; provided, however, that (i) if any holder of Dissenting Shares shall be cancelled and retired, and no new shares subsequently withdraw his demand for payment of the fair cash value of such Shares (with the consent of the Surviving Corporation), or (ii) if any holder fails to comply with such Section 1701.85 (unless the Surviving Corporation acting through its Board of Directors waives such failure), or other property (iii) if the Surviving Corporation and the holder of Dissenting Shares shall be issuable with respect thereto.not have come to an agreement as to the fair cash value of such holder's Dissenting Shares, and neither such holder of Dissenting Shares nor the

Conversion of Shares. At the Effective Time, by virtue of the manner Merger and basis without any further action on the part of converting Parent, Merger Sub, the shares of stock of Acquisition Sub and Target shall be as followsCompany or any Securityholder: (i) any shares of Company Capital Stock then held by the Company (or held in the Company’s treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any shares of Company Capital Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in subsections (a) Each and (b) of this Section 1.5 (Conversion of Shares) and subject to Sections 1.10 (Exchange/Payment), 1.11 (Post-Closing Adjustment to Closing Merger Consideration Amount), 1.12 (Earnout Consideration), 1.13 (PPP Forgiveness), 1.14 (Post-Closing Distributions), 1.15 (Appraisal Rights) and 1.16 (Securityholders’ Representative), each share of common stock of Acquisition Sub Company Preferred Stock issued and outstanding immediately prior to the Effective Time (except for Dissenting Shares) shall cease to be an existing and issued share of the Merger shallCompany Preferred Stock, and shall be converted, by virtue of the Merger and without any action on the part of Parentthe holders thereof, be exchanged for and converted intointo the right to receive, and shall become outstanding aswithout interest, one an amount in cash (i) at Closing equal to (x) the aggregate number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible pursuant to the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held Company Charter immediately prior to the Effective Time multiplied by (y) the Per Share Upfront Merger Consideration and (ii) in the event any Earnout Payment becomes due pursuant to Section 1.12, (x) the aggregate number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible pursuant to the Merger as Target treasury stock, if any, shall Company Charter immediately prior to the Effective Time multiplied by virtue of (y) the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor.Per Share Earnout Payment for each such Earnout Payment; (civ) Each Target except as provided in subsections (a) and (b) of this Section 1.5 (Conversion of Shares) and subject to Sections 1.10 (Exchange/Payment), 1.11 (Post-Closing Adjustment to Closing Merger Consideration Amount), 1.12 (Earnout Consideration), 1.13 (PPP Forgiveness), 1.14 (Post-Closing Distributions), 1.15 (Appraisal Rights) and 1.16 (Securityholders’ Representative), each share of Company Common Share Stock issued and outstanding immediately prior to the Effective Time (other than treasury sharesexcept for Dissenting Shares) shall cease to be an existing and issued share of Company Common Stock, and shall be converted, by virtue of the Merger be converted and without any action on the part of the holders thereof, into the right to receive Two and 53/100 Dollars ($2.53) in cashreceive, without interest thereoninterest, from Parent an amount in cash equal to the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subjectPer Share Upfront Merger Consideration and, in the case of shares owned by dissenting Shareholdersevent any Earnout Payment becomes due pursuant to Section 1.12, to appraisal rights under Chapter 92A the Per Share Earnout Payment for each such Earnout Payment; and (v) each share of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoingcommon stock, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) 1.00 par value per share. (d) Target Common Shares held by Parent at , of Merger Sub issued and outstanding immediately prior to the Effective Time of the Merger shall be cancelled converted into one share of validly issued, fully paid and retired, and no new shares nonassessable common stock of the Surviving Corporation or other property such that immediately following the Effective Time, Parent shall be issuable with respect theretobecome the sole and exclusive owner of all of the issued and outstanding capital stock of the Company as the Surviving Corporation.

Conversion of Shares. At the Effective Time, the The basis and manner and basis of converting the shares of stock MergerCo and HSE at the time of Acquisition Sub and Target the Merger shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to A. At the Effective Time of the Merger shallTime, by virtue of the Merger and without any action on the part of Parentthe holder of any shares of common stock of MergerCo, be exchanged for and converted into, and shall become outstanding as, one each share of the issued and outstanding stock of MergerCo, shall be converted into one hundred (100) shares of common stock of the Surviving Corporation and Parent as Company (the aggregate number of shares to be issued to each holder will be rounded to the nearest share). The remaining shares of the common authorized but unissued shares of stock of Acquisition Sub MergerCo shall, at the Effective Time willTime, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein)be cancelled and shall cease to exist. (b) Each Target Common Share held immediately prior to B. At the Effective Time of the Merger as Target treasury stockTime, if any, shall by virtue of the Merger forthwith and without any action on the part of the holder of any Series C Incentive Plan Rights granted by HSE pursuant to the 2002 Employee and Director Retention and Incentive Plan, each Series C Incentive Plan Right granted and outstanding, whether or not vested, shall be converted into 0.001888612 shares of common stock of the Surviving Company (the aggregate number of shares to be issued to each holder will be rounded to the nearest share). The 2002 Employee and Director Retention and Incentive Plan shall, at the Effective Time, be terminated and shall cease to exist. C. At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Series A Preferred Stock of HSE except as expressly provided herein, each share of issued and outstanding Series A Preferred Stock of HSE, shall be converted into a right to receive, at the election of each holder of Series A Preferred Stock, in accordance with the terms and conditions hereof, either (i) 0.000637168 share of common stock of the Surviving Company ("Series A Stock Consideration") (the aggregate number of shares to be issued to each holder will be rounded to the nearest share) or (ii) cash in an amount equal to one dollar ($1.00) divided by the number of shares of Series A Preferred Stock held by such shareholder ("Series A Cash Consideration"), such that if such shareholder elects to receive Series A Cash Consideration the total amount payable to such shareholder shall be $1.00 in exchange for all shares of Series A Preferred Stock held by such shareholder. The remaining shares of authorized but unissued shares of Series A Preferred Stock of HSE shall cease to exist at the Effective Time. D. At the Effective Time, by virtue of the Merger and be cancelled and retired without payment any action on the part of the holder of any consideration thereforshares of Series B Preferred Stock of HSE except as expressly provided herein, each share of issued and outstanding Series B Preferred Stock of HSE, shall be converted into a right to receive, at the elections of the holders of Series B Preferred Stock, in accordance with the terms and conditions hereof, either (i) 0.000637168 share of common stock of the Surviving Company ("Series B Stock Consideration") (the aggregate number of shares to be issued to each holder will be rounded to the nearest share) or (ii) cash in an amount equal to one dollar ($1.00) divided by the number of shares of Series B Preferred Stock held by such shareholder ("Series B Cash Consideration"), such that if such shareholder elects to receive Series B Cash Consideration the total amount payable to such shareholder shall be $1.00 in exchange for all shares of Series B Preferred Stock held by such shareholder. The remaining shares of authorized but unissued shares of Series B Preferred Stock of HSE shall cease to exist at the Effective Time. (c) Each Target Common Share E. At the Effective Time, by virtue of the Merger and without any action on the part of the Surviving Corporation or the holder of any shares of common stock of HSE, each share of common stock of HSE issued and outstanding immediately prior to the Effective Time (other than treasury shares) Time, shall be cancelled. F. At the Effective Time, by virtue of the Merger be converted into and without any action on the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares part of the Surviving Corporation or the holder of any warrant, option or other property right to purchase any class of capital stock of HSE, each such warrant, option and right granted and unexercised immediately prior to the Effective Time, shall be issuable with respect theretocancelled.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted intoMerger Sub, and shall become outstanding asthe Company, one share the Stockholder Representative or the holders of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).any Company Capital Stock: (bi) Each Target Common Share any shares of Company Capital Stock held immediately prior to the Effective Time of by the Merger as Target treasury stock, if any, Company (or held in the Company’s treasury) shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any shares of Company Capital Stock held immediately prior to the Effective Time by Parent or Merger Sub shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses (i) and (ii) above and subject to Section 2.7(b), each share of Company Capital Stock of any consideration therefor. (c) Each Target class or series, whether Company Common Share issued and Stock or Company Preferred Stock, outstanding immediately prior to the Effective Time (other than treasury sharesany Dissenting Shares, which shall have only those rights set forth in Section 2.10) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars receive: ($2.53A) In the case of Unaccredited Unaffiliated Stockholders, the Per Share Closing Consideration, payable to the holder thereof in cash, without interest thereon, from Parent as shown for each Unaccredited Unaffiliated Stockholder on the Stockholder Spreadsheet in accordance with the manner provided procedures described in Section 3.02 hereof2.7(c) below, plus two CVRs (one for each Milestone Payment), subject to and all other rights in accordance with respect thereto the Unaccredited CVR Agreement; and (subject, in B) In the case of Stockholders other than Unaccredited Unaffiliated Stockholders, the Per Share Closing Consideration, payable to the holder thereof in cash, shares owned by dissenting Shareholdersof Parent Common Stock, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and or a combination thereof, as shown for each such share shall be cancelled Stockholder on the Stockholder Spreadsheet in accordance with such Stockholder’s Election Form and retired upon receipt thereofthe procedures described in Section 2.7(c) below, plus two CVRs (one for each Milestone Payment) subject to and in accordance with the FDA CVR Agreement and Sales CVR Agreement. Notwithstanding The CVRs described above are referred to herein as “Per Share Contingent Consideration” and collectively with the foregoingPer Share Closing Consideration, as the Major Shareholders “Merger Consideration”, in each case without any interest thereon and certain other members subject to any withholding of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers Taxes in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareaccordance with Section 2.9. (div) Target Common Shares held by Parent at each membership unit of Merger Sub issued and outstanding immediately prior to the Effective Time of the Merger shall be cancelled remain outstanding and retired, shall represent one validly issued and no new shares fully paid membership unit of the Surviving Corporation or other property shall be issuable with respect theretoEntity.

Conversion of Shares. At On the Effective TimeDate, by virtue of the manner Merger, and basis without any action on the part of converting the shares of stock of Acquisition Sub and Target shall be as followsholders thereof: (a) 2.1.1 Each share of common stock stock, $.01 par value, of Acquisition Sub the Company (the "Common Stock") issued and outstanding immediately prior to the Effective Time Date (other than shares of Common Stock held as treasury shares by the Company or its Subsidiaries, shares of Common Stock then owned of record by Acquisition Corp and Parent (the "Ineligible Holders") and shares held by person who follow the procedure set forth in Sections 623 and 910 of the Merger NYBCL (the "Objecting Shareholders") shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, be exchanged for converted into the right to receive in cash (i) the Cash Merger Consideration without interest plus (ii) the right (a "Deferred Payment Right") to Deferred Payments as set forth in Section 2.4 hereto plus (iii) the right (a "Escrow Fund Payment Right" and converted intotogether with the Deferred Payment Right, and shall become outstanding asthe "Combined Deferred Payment Right") to Escrow Fund Payments as set forth in Section 2.4 hereto (collectively, one the "Merger Consideration"). Each share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held Stock outstanding immediately prior to the Effective Time Date (other than shares of Common Stock held as treasury shares by the Company or its Subsidiaries and shares of Common Stock then owned of record by Ineligible Holders and the Objecting Shareholders) shall be deemed to be no longer outstanding and shall represent solely the right to receive the Merger Consideration upon surrender of the certificate formerly representing such share of Common Stock in accordance with the provisions of this section. "Cash Merger as Target treasury stock, if any, Consideration" shall mean the Aggregate Cash Merger Consideration divided by virtue the sum of (i) the Merger forthwith cease to exist and be cancelled and retired without payment number of any consideration therefor. (c) Each Target shares of Common Share Stock issued and outstanding immediately prior to the Effective Time Date (other than those shares held as treasury sharesshares by the Company) shall by virtue and (ii) the number of the Management Restricted Shares for which substitute securities have been issued pursuant to Section 4.9 hereof prior thereto. The "Aggregate Cash Merger be converted into the right to receive Two and 53/100 Dollars (Consideration" is $2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share8,000,000.00. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.

Conversion of Shares. At (a) Subject to Sections 1.5(c), 1.9 and 1.10, at the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Stockholder: (i) each share of Company Common Stock held in the Company’s treasury as of the Effective Time shall be exchanged for cancelled and retired and all rights in respect thereof shall cease to exist, without any conversion thereof or payment of any consideration therefor; (ii) each share of common stock of Merger Sub then outstanding shall remain outstanding and each certificate therefor shall be converted into, and shall become outstanding as, into one share of the common stock of the Surviving Corporation Corporation; (iii) except as provided in clauses “(i)” and Parent as holder “(ii)” of this sentence, and subject to Sections 1.5(b), 1.5(c), 1.5(d), 1.9 and 1.10, each share of Company Capital Stock then outstanding shall be converted into the right to receive a portion of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares Merger Consideration (as defined herein).below) as follows: (b1) Each Target Common Share held immediately prior to the Effective Time each share of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and Series D Preferred Stock outstanding immediately prior to the Effective Time shall be converted into a fraction of a share of Parent Common Stock equal to the Series D Exchange Ratio; provided, however, that if the Merger Consideration distributed pursuant to this clause (1) is insufficient to permit payment to such holders of their full preferential amounts set forth in the Company’s Certificate of Incorporation in effect immediately prior to the Effective Time, then the entire Merger Consideration shall be distributed pro rata among the holders of the Series D Preferred Stock (including the holders of Company Warrants exercisable for Series D Preferred Stock); (2) if, after full payment to the holders of the Series D Preferred Stock as set forth in clause “(1)” above, any Merger Consideration remains, each share of Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock of the Company outstanding immediately prior to the Effective Time, in pari passu, shall be converted into an amount equal to the corresponding Exchange Ratio for each Series of such Preferred Stock, as set forth below; provided, however, that if the Merger Consideration distributed pursuant to this clause (2) is insufficient to permit payment to such holders of their full preferential amounts set forth in the Company’s Certificate of Incorporation in effect immediately prior to the Effective Time, then the entire remaining Merger Consideration shall be distributed ratably among the holders of the Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series B-2 Preferred Stock, Series C-1 Preferred Stock and Series C-2 Preferred Stock in proportion to the preferential amount such holder is otherwise entitled to receive pursuant to such Certificate of Incorporation; and (3) if, after payment to the holders of Company Preferred Stock as set forth in clauses (1) and (2) above, any Merger Consideration remains, each share of Company Common Stock outstanding immediately prior to the Effective Time shall be converted into a fraction of a share of Parent Common Stock equal to the Common Exchange Ratio; provided, however, that in no event shall the number of shares to be issued by Parent pursuant to this Agreement be greater than the Merger Consideration. (iv) “Merger Consideration” means 4,534,936 shares of Parent Common Stock. (v) The “Series A-1 Exchange Ratio” shall be 0.163522. (vi) The “Series B-1 Exchange Ratio” shall be 0.169811. (vii) The “Series B-2 Exchange Ratio” shall be 1.361635. (viii) The “Series C-1 Exchange Ratio” shall be 0.169811. (ix) The “Series C-2 Exchange Ratio” shall be 1.865409. (x) The “Series D Exchange Ratio” shall be 0.339623. (xi) The “Aggregate Preferred Preference Number” shall be equal to the sum of (A) the product of the Series A-1 Exchange Ratio multiplied by the number of shares of Series A-1 Preferred Stock outstanding immediately prior to the Effective Time, plus (B) the product of the Series B-1 Exchange Ratio multiplied by the number of shares of Series B-1 Preferred Stock outstanding immediately prior to the Effective Time, plus (C) the product of the Series B-2 Exchange Ratio multiplied by the number of shares of Series B-2 Preferred Stock outstanding immediately prior to the Effective Time, plus (D) the product of the Series C-1 Exchange Ratio multiplied by the number of shares of Series C-1 Preferred Stock outstanding immediately prior to the Effective Time, plus (E) the product of the Series C-2 Exchange Ratio multiplied by the number of shares of Series C-2 Preferred Stock outstanding immediately prior to the Effective Time, plus (F) the product of the Series D Exchange Ratio multiplied by the number of shares of Series D Preferred Stock outstanding (or issuable upon the exercise of Company Warrants outstanding) immediately prior to the Effective Time. (xii) The “Common Exchange Ratio” shall be equal to (A) the Merger Consideration minus the Aggregate Preferred Preference Number, divided by (B) the sum of (1) the number of shares of Company Common Stock outstanding immediately prior to the Effective Time, plus (2) the number of shares of Company Common Stock issuable upon exercise of any Company Warrants outstanding immediately prior to the Effective Time, plus (3) the number of shares of Company Common Stock issuable upon exercise of any Company Options outstanding immediately prior to the Effective Time, plus (4) the number of shares issuable upon conversion of any other securities (other than treasury sharesshares of Company Preferred Stock) shall by virtue outstanding immediately prior to the Effective Time that are convertible into shares of Company Common Stock. If the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) Common Exchange Ratio as so determined results in cash, without interest thereon, from no share or fractional share of Parent Common Stock being issuable in exchange for an outstanding share of Company Common Stock in the manner provided in Section 3.02 hereofMerger, and then all other rights with respect thereto (subject, in shares of Company Common Stock outstanding immediately prior to the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share Effective Time shall be cancelled and retired cease to be outstanding upon receipt thereof. Notwithstanding the foregoingconsummation of the Merger, the Major Shareholders and certain other members any outstanding Company Options or Company Warrants exercisable into shares of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated Company Common Stock shall, to the shareholders extent not previously exercised, terminate upon the consummation of Target who purchased their Target the Merger, and no Merger Consideration shall be payable or otherwise allocable to such cancelled shares of Company Common Shares directly from Target Stock, Company Options or through brokers Company Warrants exercisable for Company Common Stock. (b) A portion of the Merger Consideration shall be delivered into escrow and held as specified in Section 1.9. (c) If any shares of Company Capital Stock outstanding immediately prior to the Effective Time are unvested or dealers are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company, then any shares of Parent Common Stock issued in open market transactionsexchange for such shares of Company Capital Stock in accordance with the applicable Exchange Ratio under this Agreement will also be unvested and subject to the same repurchase option, thus giving those Shareholders Four risk of forfeiture or other condition, and 50/100 Dollars ($4.50the certificate(s) per sharerepresenting such shares of Parent Common Stock may accordingly be marked with appropriate legends and placed in escrow with a third party designated by Parent. (d) Target No fractional shares of Parent Common Shares held by Parent at the Effective Time of the Merger Stock shall be cancelled and retiredissued in connection with the Merger, and no new certificates for any such fractional shares shall be issued. In lieu of such fractional shares, any holder of capital stock of the Company who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, upon surrender of such holder’s Company Stock Certificate(s), be paid in cash the Surviving Corporation or other property shall be issuable with respect theretodollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by $1.59.

Conversion of Shares. (a) At the Effective Time, the manner Time and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one the holders thereof: (i) each share of the common stock of the Surviving Corporation and Parent Company held by the Company as holder treasury stock or owned by Parent, Holdings, Newco or any subsidiary of the common stock either of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held them immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto; provided, however, that any shares of common stock of the Merger Company as Target treasury stockto which the Company, if anyHoldings or Parent is or may be required to act as a fiduciary or in a similar capacity shall not be canceled but, instead, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor.treated as set forth in Section 1.02(a)(iii) below; (cii) Each Target Common Share issued and each share of capital stock of Newco outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue be converted into and become one share of capital stock of the Merger Surviving Corporation with the same rights and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (iii) subject to Section 1.03(e) and Section 1.04 hereof, each share (a "Share") of common stock of the Company, $0.01 par value ----- per share (the "Company Common Stock"), outstanding immediately prior -------------------- to the Effective Time shall, except as otherwise provided in clause (i) of this subsection, be converted into the right to receive Two .235 (the "Exchange Ratio") fully paid and 53/100 Dollars nonassessable shares of common -------------- stock, no par value ($2.53) in cashthe "Parent Common Stock"), without interest thereonof Parent (the ------------------- "Merger Consideration"). As of the Effective Time, from Parent in the manner provided in Section 3.02 hereofall such Shares -------------------- shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and all other each holder of a certificate representing any such Company Common Stock shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled Consideration and retired, and no new any cash in lieu of fractional shares of the Surviving Corporation Parent Common Stock to be issued or other property shall be issuable paid in consideration therefor upon surrender of such certificate in accordance with respect theretoSection 1.03 hereof, without interest.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock Common Stock, par value $1.00 per share, of Acquisition Tender Sub issued and outstanding immediately prior to the Effective Time of shall, at the Merger shallEffective Time, by virtue of the Merger and without any action on the part of Parentany person, be exchanged for become one duly authorized, validly issued, fully paid and converted into, and shall become outstanding as, one nonassessable share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein)Corporation. (b) Each Target share of Green Common Share held Stock, including those issuable upon conversion of the shares of Green ESOP Preferred Stock (which conversion shall occur automatically pursuant to the terms of the Green Articles prior to the Effective Time so that, immediately prior to the Effective Time Time, no shares of the Merger as Target treasury stockGreen ESOP Preferred Stock shall be issued and outstanding), if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury sharesshares of Green Common Stock to be canceled pursuant to Section 2.1(c) shall hereof) shall, at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive Two $115 in cash (the "Per Share Merger Consideration"). (c) All shares of Green Common Stock that are owned by Green as treasury stock and 53/100 Dollars any shares of Green Common Stock owned by White, Green or any of their respective subsidiaries or affiliates ($2.53or any third party, its subsidiaries or affiliates that may, jointly together with White, acquire an equity ownership interest in any vehicle that may acquire Green) in cashshall, without interest thereonat the Effective Time, from Parent in the manner provided in Section 3.02 hereofbe canceled and retired and shall cease to exist, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share no consideration shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived delivered or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers owing in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareexchange therefor. (d) Target Common Shares held by Parent at On and after the Effective Time, holders of certificates ("Certificates") which immediately prior to the Effective Time of the Merger shall be cancelled represented issued and retired, and no new outstanding shares of Green Common Stock shall cease to have any rights as shareholders of Green, except the Surviving Corporation or other property shall be issuable right to receive the consideration set forth in this Article II with respect theretoto each share held by them.

Conversion of Shares. (a) At the Effective Time, the manner Time and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one the holders thereof or any other Person: (i) each share of the common stock of the Surviving Corporation Company, $0.10 par value per share (“Company Common Stock”), and Parent as holder Series M Convertible Non-Voting Preferred Stock of the common Company (“Series M Preferred Stock”) held by the Company as treasury stock or owned by Parent or any subsidiary of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held Parent immediately prior to the Effective Time of (collectively, the Merger as Target treasury stock“Non-Converted Shares”) shall be canceled, if any, and no payment shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor.made with respect thereto; (cii) Each Target subject to Section 1.02(b) and Section 1.03, each share of Company Common Share issued Stock, and the associated preferred stock purchase right (the “Rights”), and each share of Series M Preferred Stock (collectively, the “Shares”) outstanding immediately prior to the Effective Time shall, except as otherwise provided in clause (other than treasury sharesi) shall by virtue of the Merger this subsection, be converted into the right to receive Two and 53/100 Dollars ($2.53) 42.00 in cash, without interest thereon(the “Merger Consideration”). As of the Effective Time, from Parent all such Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of such certificate in accordance with Section 1.03 hereof; and (iii) each share of common stock of Merger Sub, $0.01 par value per share, outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation, $0.01 par value per share. (b) Notwithstanding any provision of this Agreement to the contrary and to the extent available under Delaware Law, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder (a “Dissenting Stockholder”) who has neither voted in favor of the adoption of this Agreement nor consented thereto in writing and who has demanded properly in writing appraisal for such Shares and otherwise properly perfected and not withdrawn or lost his, her or its rights (the “Dissenting Shares” and, together with the Non-Converted Shares, the “Excluded Shares”) in accordance with Section 262 of Delaware Law will not be converted into, or represent the right to receive, the Merger Consideration. Such Dissenting Stockholders will be entitled to receive payment of the appraised value of the Dissenting Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or lost their rights to appraisal of such Dissenting Shares pursuant to Section 262 of Delaware Law will thereupon be deemed to have been converted into, and represent the right to receive, the Merger Consideration in the manner provided in Section 3.02 hereof1.02(a)(ii) hereof and will no longer be Dissenting Shares. The Company will give Parent prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable law received by the Company relating to stockholders’ rights of appraisal. The Company will give Parent the opportunity to participate in and direct all other rights negotiations and proceedings with respect thereto (subjectto demands for appraisal. The Company will not, in except with the case prior written consent of shares owned by dissenting ShareholdersParent, make any payment with respect to appraisal rights under Chapter 92A any demands for appraisals of the NRS) shall forthwith cease Dissenting Shares, offer to exist and each settle or settle any such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived demands or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation approve any withdrawal or other property shall be issuable with respect theretotreatment of any such demands.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one any party: (a) Each share of the common stock of Company’s 12% Cumulative Participating Preferred Stock, Series B, par value $0.01 per share (the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will“Series B Preferred Stock”), without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than but excluding any such shares held immediately prior to the Effective Time by the Company as treasury sharesstock or by any wholly owned Subsidiary of the Company or by the Purchaser or the Merger Sub and excluding any Dissenting Shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars receive, without interest, ($2.53i) in cashcash at the Closing, without interest thereonthe greater of (x) the Series B Liquidation Value and (y) such share’s Closing Conversion Value, from Parent in either case which shall be payable to the manner provided holder thereof in accordance with Section 3.02 hereof1.04, plus (ii) such share’s Additional Per Share Consideration, if any (subject to, and all other without limiting any rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A or remedies of the NRS) shall forthwith cease to exist and each Indemnified Parties under this Agreement or otherwise as a result of, the obligation of the Stockholder that owns such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right immediately prior to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time to return to the applicable Indemnified Parties the amount so received as a result of such conversion to the Merger extent such Stockholder has, at any time and from time to time, any unsatisfied payment obligations to such Indemnified Parties pursuant to, and subject to the terms and conditions of, Article IX). The aggregate consideration to which holders of shares of Series B Preferred Stock become entitled in respect of such shares pursuant to clause (i)(x) of this Section 1.02 (a) is referred to herein as the “Series B Liquidation Amount,” which for the avoidance of doubt shall be cancelled and retiredequal to zero in the event the Closing Conversion Value exceeds the Series B Liquidation Value for all shares of Series B Preferred Stock. For the avoidance of doubt, the amount payable pursuant to this Section 1.02(a) may be zero, in which case the shares of Series B Preferred Stock issued outstanding immediately prior to the Effective Time shall be canceled and no new shares of the Surviving Corporation or other property consideration shall be issuable paid with respect thereto. (b) Each share of the Company’s 16% Cumulative Participating Preferred Stock, Series C, par value $0.01 per share (the “Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (but excluding any such shares held immediately prior to the Effective Time by the Company as treasury stock or by any wholly owned Subsidiary of the Company or by the Purchaser or the Merger Sub and excluding any Dissenting Shares) shall be converted into the right to receive, without interest, (i) in cash at the Closing, the greater of (x) the Series C Liquidation Value and (y) such share’s Closing Conversion Value, in either case which shall be payable to the holder thereof in accordance with Section 1.04, plus (ii) such share’s Additional Per Share Consideration, if any (subject to, and without limiting any rights or remedies of the Indemnified Parties under this Agreement or otherwise as a result of, the obligation of the Stockholder that owns such share immediately prior to the Effective Time to return to the applicable Indemnified Parties the 2 amount so received as a result of such conversion to the extent such Stockholder has, at any time and from time to time, any unsatisfied payment obligations to such Indemnified Parties pursuant to, and subject to the terms and conditions of, Article

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each each share of common stock stock, par value $0.001 per share of Acquisition Sub Guardian 8 (individually a “Guardian 8 Share” and collectively, the “Guardian 8 Shares”) issued and outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentGuardian 8, GRMI, G8 Sub or the holder thereof, be exchanged for and converted into, into and shall become outstanding as, one (1) fully paid and nonassessable GRMI common share (the “Exchange Ratio”). The holder of a Guardian 8 Share shall be entitled to receive in exchange therefor one share of the common stock of the Surviving Corporation GRMI Common Stock. GRMI Shares and Parent Guardian 8 Shares are sometimes referred to collectively herein as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein)“Shares.” (b) Each Target Common Guardian 8 hereby acknowledges that (i) the Shares have not been and will not be registered under the Securities Act of 1933 (“1933 Act”) or under the securities laws of any state and, therefore, the Shares cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations are available; and (ii) the transferability of the Shares is restricted and that a legend shall be placed on the certificates representing the securities substantially to the following effect: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”). THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF A CURRENT AND EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT WITH RESPECT TO SUCH SHARES, OR AN OPINION SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT. (c) At the Effective Time, each Guardian 8 Share held in the treasury of Guardian 8, by Guardian 8 immediately prior to the Effective Time of the Merger as Target treasury stockshall, if any, shall by virtue of the Merger forthwith and without any action on the part of Guardian 8, G8 Sub or GRMI be canceled, retired and cease to exist and no payment shall be cancelled and retired without payment of any consideration thereformade with respect thereto. (cd) Each Target Common Share issued Concurrent with the Closing of the Merger and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue and issuance of the Merger be converted into Shares to the right Guardian 8 stockholders, GRMI shall effectuate a reverse stock split in a ratio of one-for-four (1:4), such that GRMI shall have not more than one million three hundred eighty-eight thousand five hundred twenty-eight (1,388,528) shares of common stock outstanding prior to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in Effective Time prior to the case issuance of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated common stock to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars Guardian 8 stockholders ($4.50) per sharethe “Reverse Stock Split”). (de) Target Common Shares held by Parent at Concurrent with the Effective Time Closing of the Merger Merger, GRMI shall be cancelled and retiredamend its Articles of Incorporation to change its name to “Guardian 8 Holdings”, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoanother agreed upon name.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub the Company, par value $0.10 per share (each, a “Share” and collectively, the “Shares”), issued and outstanding immediately prior to the Effective Time Time, including all vested and unvested Restricted Shares (other than Shares owned by Parent, Merger Sub or any Subsidiary of Parent or the Company or held in the treasury of the Merger Company, all of which shall be canceled without any consideration being exchanged therefor, and other than Dissenting Shares) shall, by virtue of the Merger and without any action on the part of Parentthe holder thereof, be exchanged for and converted into, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars (in cash an amount per Share equal to $2.53) in cash90.00, without interest thereoninterest, from Parent in upon the manner surrender of the certificate representing such Shares as provided in Section 3.02 hereof2.02 (the Shares so converted and the Dissenting Shares are hereinafter referred to as the “Merger Shares”). In the event that the Effective Time shall not have occurred by February 29, 2008 (the “Adjustment Date”) the $90.00 cash amount per Share to be paid pursuant to the preceding sentence shall be increased for each day after the Adjustment Date, through and including the Closing Date, by adding thereto the excess (which shall not be less than zero) of (i) an amount equal to $0.01973 per day over (ii) any dividends or distributions (valued at the Closing Date using 8% simple interest per annum from the applicable date of payment) declared, made or paid (without duplication) on a Share from and after the Adjustment Date through and including the Closing Date (the per Share amount to be paid pursuant to this Section 1.06 (rounding to the nearest cent) is referred to herein as the “Merger Consideration”). At the Effective Time all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and all other each holder of such Shares shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoConsideration as provided herein.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company: (i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company’s treasury) shall be exchanged for canceled and converted intoretired and shall cease to exist, and no consideration shall become be delivered in exchange therefor; (ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist, 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 as, shall be converted into one share of the common stock of the Surviving Corporation Corporation; and (iv) except as provided in clauses (i) and Parent as holder (ii) above and subject to Sections 1.5(b) and 1.5(c) below, each share of the common stock of Acquisition Sub at the Effective Time willCompany Common Stock then outstanding, without further action, become the holder of record on that date of the same number of Target Common other than Dissenting Shares (as defined hereinin Section 1.10 below), shall be converted into the following (the consideration described in (A)) below being the “Cash Consideration”, the consideration described in (B) below being the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”): (A) for each such share of Company Common Stock with respect to which an election to receive cash has been effectively made and not revoked pursuant to Sections 1.6(c), (d) and (e) (the “Cash Electing Shares”), the right to receive US$5.00 in cash from Parent (the “Cash Election Price”); or (B) for each such share of Company Common Stock with respect to which an election to receive cash has not been effectively made or has been revoked pursuant to Sections 1.6(c), (d) and (e) (the “Stock Electing Shares”), the right to receive 0.8 of a share of Parent Common Stock (the fraction of a share of Parent Common Stock specified in this Section 1.5(a)(iv)(B) (as such fraction may be adjusted in accordance with Section 1.5(b)) is referred to as the “Exchange Ratio”). (b) Each Target Common Share held immediately prior to If, between the date of this Agreement and the Effective Time Time, the outstanding shares of the Merger as Target treasury stock, if any, shall Company Common Stock or Parent Common Stock are changed into a different number or class of shares by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment reason of any consideration thereforstock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Exchange Ratio shall be appropriately adjusted. (c) Each Target No fractional shares of Parent Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share Stock shall be cancelled and retired upon receipt thereof. Notwithstanding issued in connection with the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retiredMerger, and no new certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled to receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such fraction of a share and upon surrender of such holder’s Company Stock Certificate(s) (as defined in Section 1.8), be paid in cash the Surviving Corporation dollar amount (rounded to the nearest whole cent), without interest, determined by multiplying such fraction by the closing price of a share of Parent Common Stock on the American Stock Exchange, New York Stock Exchange or other property shall be issuable with respect theretoapplicable national securities exchange on the date the Merger becomes effective.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (ai) Each share of common stock of Acquisition Sub PREMIER Common that is issued and outstanding immediately prior to the Effective Time Time, together with any and all PREMIER Common Stock purchase rights and related interests and rights associated with each such share of PREMIER Common ("Rights") arising from, related to and/or issued pursuant to the Merger shallRights Agreement dated January 18, 1989 between PREMIER and Premier Bank, N.A., as Rights Agent (the PREMIER Rights Plan"), by virtue of the Merger and without any action on of the part of Parent, the holder thereof shall thereupon be exchanged for and converted into, and shall become outstanding as, one into 0.617761 share of BANC ONE Common subject, however, to (i) the common stock anti-dilution provisions of Section 7(e) of this Merger Agreement and (ii) provisions set forth in Section 7(c) with respect to fractional shares (the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein"Exchange Rate"). (bii) Each Target The 500 shares of Common Share held immediately prior to the Effective Time Stock of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share PAC issued and outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue shall, thereupon and without further notice, continue to be issued and outstanding shares of common stock of the Merger be converted into the right to receive Two and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareSurviving Corporation. (diii) Target Any shares of PREMIER Common Shares held by Parent at PREMIER as treasury stock, together with any and all Rights associated therewith arising from, related to and/or issued pursuant to the PREMIER Rights Plan, immediately prior to the Effective Time of the Merger shall be cancelled canceled and retired, and no new shares shall not represent capital stock of and/or any right or interest with respect to BANC ONE or the Surviving Corporation or other property and shall not be issuable exchanged for shares of BANC ONE Common. (iv) The Rights issued pursuant to the PREMIER Rights Plan shall expire and neither the Surviving Corporation nor BANC ONE shall have any obligations with respect thereto. (b) PREMIER's shareholders of record at the Effective Time, for the shares of PREMIER Common then held by them, respectively, shall be allocated and be entitled to receive (upon surrender for cancellation of certificates formerly representing shares of PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan) certificates for shares of BANC ONE Common as shall be equal to the number of shares of PREMIER Common outstanding immediately prior to the Effective Time multiplied by the Exchange Rate. (c) No certificate for fractional shares of BANC ONE Common will be issued by BANC ONE in connection with the exchange contemplated by the Merger, but in lieu thereof, any holder of PREMIER Common shall, upon surrender of the certificate or certificates representing such PREMIER Common and Rights issued pursuant to the PREMIER Rights Plan, be paid cash, without interest, by BANC ONE for such fractional shares, if any, on the basis of the BANC ONE Average Price (as hereinafter defined). The BANC ONE Average Price shall mean the average of the closing prices of BANC ONE Common on the New York Stock Exchange ("NYSE") during the Valuation Period (as hereinafter defined) as reported in The Wall Street Journal for NYSE Composite Transactions. The term ----------------------- "Valuation Period" shall mean the ten consecutive NYSE trading days ending on the eighth NYSE trading day immediately prior to the Closing Date .

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one any party hereto or of any holder of capital stock thereof: (i) each share of Common Stock, par value $0.01 per share, of Lucent (the common "Shares") held by Lucent as treasury stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share or held by Alcatel or Merger Subsidiary immediately prior to the Effective Time of the Merger as Target treasury stockshall be canceled, if any, and no payment shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor.made with respect thereto; (cii) Each Target Common Share issued and each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time (other than treasury shares) shall by virtue be converted into and become one share of common stock of the Merger Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (iii) each Share outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 1.02(a)(i), be converted into the right to receive Two 0.1952 (the "Exchange Ratio") of an ADS (as defined below). (b) All ADSs issued as provided in this Section 1.02 shall be of the same class and 53/100 Dollars shall have the same terms as the currently outstanding ADSs. The Alcatel Ordinary Shares underlying the ADSs that are issued in connection with the Merger shall be of the same class and shall have the same terms as the currently outstanding Alcatel Ordinary Shares with all rights attached or accrued to them to any distribution occurring after the Closing Date ($2.53) in cashincluding without limitation, without interest thereoninterim dividends or distributions out of retained earnings or issuance or merger premium). Alcatel or Lucent shall, from Parent in following the manner Closing, except as provided in Section 3.02 hereof1.03(c), pay all stamp duties, if any, imposed in connection with the issuance or creation of the ADSs (and all other the underlying Alcatel Ordinary Shares) in connection with the Merger. (c) From and after the Effective Time, each holder of a certificate representing any Shares shall cease to have any rights with respect thereto (subjectthereto, except, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A holders of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoingShares converted in accordance with Section 1.02(a)(iii), the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents the Merger Consideration ($.40as defined below) per share so that it can and any dividends payable pursuant to Section 1.03(f), in each case without interest thereon. From and after the Effective Time, all certificates representing the common stock of Merger Subsidiary shall be allocated deemed for all purposes to represent the shareholders number of Target who purchased their Target Common Shares directly from Target or through brokers or dealers shares of common stock of the Surviving Corporation into which they were converted in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareaccordance with Section 1.02(a)(ii). (d) Target Common Shares held by Parent at the Effective Time of The ADSs to be received as consideration pursuant to the Merger by each holder of Shares (together with cash in lieu of fractional ADSs as specified below) is referred to herein as the "Merger Consideration." (e) In accordance with Section 262 of Delaware Law, no appraisal rights shall be cancelled and retired, and no new shares available to the holders of Shares in connection with the Surviving Corporation or other property shall be issuable with respect theretoMerger. (f) For purposes of this Agreement:

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to At the First Effective Time of the Merger shallTime, by virtue of the Holdings Merger and without any action on the part of Parent, be exchanged for and converted into, and shall become outstanding as, one the parties hereto or on the part of any holder of any shares of capital stock or other equity interests of the parties hereto: (i) Each share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if anypar value $0.01, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share MergerSub 1 issued and outstanding immediately prior to the First Effective Time shall be converted into and become one validly issued, fully paid and nonasessable share of common stock, par value $0.01, of the Holdings Merger Surviving Corporation. (ii) Each share of Holdings Common Stock that is directly owned by Holdings, including as treasury stock, immediately prior to the First Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (iii) Subject to ‎Section 1.06, each share of Holdings Common Stock issued and outstanding immediately prior to the First Effective Time (other than treasury sharesshares to be canceled in accordance with ‎Section 1.05(a)(ii) and as provided in ‎Section 1.07 with respect to Appraisal Shares) shall by virtue of the Merger be converted into the right to receive Two that number of fully paid and 53/100 Dollars nonassessable shares of Contura Common Stock equal to the Exchange Ratio ($2.53) in cashthe “Holdings Merger Consideration”). All such shares of Holdings Common Stock, without interest thereonwhen so converted, from Parent in the manner provided in Section 3.02 hereofshall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and all other each holder thereof shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40the Holdings Merger Consideration as provided herein, any dividends or other distributions payable pursuant to ‎Section 2.01(c) per share so that it can be allocated and cash in lieu of fractional shares payable pursuant to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share‎Section 1.06. (db) Target Common Shares held At the Second Effective Time, by Parent at virtue of the ANR Merger and without any action on the part of the parties hereto or on the part of any holder of any shares of capital stock or other equity interests of the parties hereto: (i) Each share of common stock, par value $0.01, of MergerSub 2 issued and outstanding immediately prior to the Second Effective Time shall be converted into and become one validly issued, fully paid and nonasessable share of common stock, par value $0.01, of the ANR Merger Surviving Corporation. (ii) Each share of Class C-1 Common Stock that is directly owned by ANR, including as treasury stock, immediately prior to the Second Effective Time shall automatically be cancelled canceled and retiredshall cease to exist, and no new consideration shall be delivered in exchange therefor. (iii) Subject to ‎Section 1.06, each share of Class C-1 Common Stock issued and outstanding immediately prior to the Second Effective Time (other than shares to be canceled in accordance with ‎Section 1.05(b)(ii) and as provided in ‎Section 1.07 with respect to Appraisal Shares) shall be converted into the right to receive that number of fully paid and nonassessable shares of Contura Common Stock equal to the Surviving Corporation or other property Exchange Ratio (the “ANR Merger Consideration” and together with the Holdings Merger Consideration, the “Merger Consideration”). All such shares of Class C-1 Common Stock, when so converted, shall no longer be issuable outstanding and shall automatically be canceled and shall cease to exist, and each holder thereof shall cease to have any rights with respect thereto, except the right to receive the ANR Merger Consideration as provided herein, any dividends or other distributions payable pursuant to ‎Section 2.01(c) and cash in lieu of fractional shares payable pursuant to ‎Section 1.06. (iv) Each share of Class C-2 Common Stock issued and outstanding immediately prior to the Second Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of ParentBuyer, the Company or any stockholder of the Company: (i) any shares of Company Common Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company’s treasury) shall be exchanged for canceled and converted intoretired and shall cease to exist, and no consideration shall become outstanding asbe delivered in exchange therefor; (ii) any shares of Company Preferred Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, one and no consideration shall be delivered in exchange therefor; (iii) any shares of Company Common Stock then held by Buyer shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iv) any shares of Company Preferred Stock then held by the Company or any wholly owned Subsidiary of the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (v) except as provided in clauses “(i)” through “(iv)” above and subject to Section 1.5(b), each share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Company Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and Stock then outstanding immediately prior to the Effective Time (other than treasury sharesany Dissenting Shares, as defined below) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars $0.89 in cash ($2.53) in cashthe “Merger Consideration”), without interest thereoninterest, from Parent subject to any withholding of Taxes required by applicable Legal Requirements in the manner accordance with Section 1.6(e); (vi) except as provided in clauses “(i)” through “(iv)” above and subject to Section 3.02 hereof1.5(b), and all each share of Company Preferred Stock (other rights with respect thereto (subjectthan any Dissenting Shares, in the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRSas defined below) shall forthwith cease to exist and each such share then outstanding shall be cancelled and retired upon receipt thereof. Notwithstanding converted into the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents $2.50 in cash (the “Preferred Consideration”), without interest, subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 1.6(e); and (vii) each share of the common stock, $.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) 0.0001 par value per share, of Buyer then outstanding shall be converted into one share of common stock of the Surviving Corporation. (db) Target Common Shares held by Parent at If, between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock or Company Preferred 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 and Preferred Consideration, as applicable, shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoappropriately adjusted.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any further action on the part of Parent, Purchaser, the Company or any stockholder of the Company: (i) any Shares then held by the Company (or held in the Company’s treasury) shall be exchanged for canceled and converted intoretired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares then held by Parent, Purchaser or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) any Shares held by any wholly-owned Subsidiary of Company shall not be cancelled, shall remain outstanding, and shall become outstanding as, one share of not be entitled to receive the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares Merger Consideration described in clause “(as defined hereiniv).” below; (biv) Each Target Common except as provided in clauses “(i)” and “(ii)” above and subject to Section 2.5(b), each Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and then outstanding immediately prior to the Effective Time (other than treasury sharesany Dissenting Shares, as defined below) shall by virtue of the Merger be converted into the right to receive Two and 53/100 Dollars the ($2.53a) the Closing Amount in cash, without interest thereonplus (b) one CVR, from Parent or any such higher consideration as may be paid in the manner provided Offer (the “Merger Consideration”), subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 3.02 hereof, 2.6(e) and all other each holder of a Certificate or a Book-Entry Share shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents the Merger Consideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 2.6; and (v) each share of the common stock, $.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) 0.01 par value per share, of Purchaser then outstanding shall be converted into one share of common stock of the Surviving Corporation. (db) Target Common Shares held by Parent at If, between the date of this Agreement and the Effective Time Time, the outstanding 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 cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect theretoappropriately adjusted.

Conversion of Shares. At Subject to the provisions of this Article 3, at the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of ParentRiva Bancshares or Premier, or the shareholders of any of the foregoing, the shares of the constituent corporations shall be exchanged for and converted into, and shall become outstanding as, one as follows: (a) Each share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share Riva Bancshares Capital Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (other b) Except for Premier Common Stock issued and outstanding immediately prior to the Effective Time as to which dissenters' rights have been perfected and not withdrawn, and subject to Section 3.4 relating to fractional shares, each share of Premier Common Stock issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the number of shares of Riva Bancshares Common Stock equal to the quotient obtained by dividing $215.136 by the initial public offering price of one share of Riva Bancshares Common Stock as determined by Riva Bancshares' underwriters in the public offering referred to in Section 9.1(g) of this Agreement, rounded to the nearest third decimal point (the "Exchange Ratio"). Notwithstanding the foregoing, in no event shall more than treasury shares42,000 shares of Common Stock of Premier be converted to Riva Bancshares Common Stock. (c) shall Notwithstanding Section 3.1(b) of this Agreement, Premier Common Stock issued and outstanding at the Effective Time which is held by virtue a holder who has not voted in favor of the Merger and who has demanded payment of the fair value of such shares ("Dissenting Premier Shares") in accordance with ss. 351.455 RSMo of the GBCL (the "Dissent Provisions") shall not be converted into or represent the right to receive the Riva Bancshares Common Stock payable thereon pursuant to Section 3.1(b) of this Agreement, and shall be entitled only to such rights of appraisal as are granted by the Dissent Provisions, unless and until such holder fails to perfect or effectively withdraws or otherwise loses the right to appraisal. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses the right to appraisal, such shares of Premier Common Stock shall be treated as if they had been converted at the Effective Time into the right to receive Two the Riva Bancshares Common Stock payable thereon pursuant to Section 3.1(b) of this Agreement. Premier shall give Riva Bancshares prompt notice upon receipt by Premier of any written objection to the Merger and 53/100 Dollars such written demands for payment of the fair value of shares of Premier Common Stock, and the withdrawals of such demands, and any other instruments provided to Premier pursuant to the Dissent Provisions ($2.53) in cashany shareholder duly making such demand being hereinafter called a "Dissenting Shareholder"). Each Dissenting Shareholder that becomes entitled, without interest thereonpursuant to the Dissent Provisions, to payment for any shares of Premier Common Stock held by such Dissenting Shareholder shall receive such payment from Parent Riva Bancshares (but only after the amount thereof shall have been agreed upon or at the times and in the manner provided in Section 3.02 hereof, amounts required by the Dissent Provisions) and all other rights of such Dissenting Shareholders' shares of Premier Common Stock shall be canceled. Premier shall not, except with the prior written consent of Riva Bancshares, voluntarily make any payment with respect thereto (subjectto, in the case of shares owned or settle or offer to settle, any demand for payment by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareany Dissenting Shareholder. (d) Target Common Shares held by Parent at All shares of Riva Bancshares issued pursuant to Section 3.1 shall be subject to the Effective Time restrictions set forth in Section 8.3 and shall bear an appropriate restrictive legend on the face of the Merger certificate representing such shares. Riva Bancshares shall instruct its transfer agent and registrar to issue separate certificates to each Premier shareholder for each period of restriction on trading with respect to shares, each certificate to be for the number of shares that are restricted for each individual period; fractional shares shall not be represented by such individual certificates, and numbers of shares shall be cancelled and retiredrounded down to the next lower whole number, and with the final certificate (representing shares restricted for 120 days after closing) including any fractional shares omitted from the other certificates due to this rounding. At such time or times as the restrictions no new shares of the Surviving Corporation or other property shall be issuable longer apply with respect theretoto one or more such certificates, Riva Bancshares shall promptly assist any former shareholder of Premier in causing such restrictive legend to be removed, including, but not limited to giving written authorization to Riva Bancshares' transfer agent and registrar to permit such shares to be sold.

Conversion of Shares. At the Effective Time, by virtue of the manner Merger and basis without any further action on the part of converting Parent, Merger Sub, the shares of stock of Acquisition Sub and Target shall be as followsCompany or any Company Stockholder: (a) Each any shares of Company Capital Stock then held by the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (b) each share of common stock of Acquisition Sub outstanding immediately prior Company Series D Preferred Stock shall cease to the Effective Time of the Merger shallbe an existing and issued share and be converted, by virtue of the Merger and without any action on the part of Parentthe holders thereof, be exchanged into the right to receive (i) (x) $[**] (as adjusted for recapitalizations, stock splits and converted intothe like) plus (y) the Per Share Initial Consideration, and shall become outstanding asin cash payable to the holder thereof, one share without interest, upon the surrender of the common stock of certificate representing such shares in accordance with the Surviving Corporation terms hereof and Parent as holder of in the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein). (b) Each Target Common Share held immediately prior manner provided herein and subject to the Effective Time of deposits into the Merger Escrow Funds and Representative Reimbursement Fund as Target treasury stockprovided in Section 2.6(a), (ii) the Per Share Adjustment Amount, if any, shall by virtue in cash payable to the holder thereof, without interest, and (iii) the Per Share Contingent Consideration, in cash payable to the holder thereof, without interest, upon and to the extent of the Merger forthwith cease Contingent Consideration becoming payable in accordance with Sections 2.1(b) or 6.3(b) and subject to exist and be cancelled and retired without payment of any consideration therefor.the deposit into the Escrow Fund to the extent required in Section 2.6(b); (c) Each Target Common Share each share of Company Capital Stock other than Company Series D Preferred Stock issued and outstanding immediately prior to the Effective Time (other than treasury shares) except for any Dissenting Shares), shall cease to be an existing and issued share and be converted, by virtue of the Merger be converted and without any action on the part of the holders thereof, into the right to receive Two and 53/100 Dollars ($2.53i) the Per Share Initial Consideration, in cashcash payable to the holder thereof, without interest thereoninterest, from Parent upon the surrender of the certificate representing such shares in accordance with the terms hereof and in the manner provided herein and subject to the deposits into the Escrow Funds and Representative Reimbursement Fund as provided in Section 3.02 hereof2.6(a), (ii) the Per Share Adjustment Amount, if any, in cash payable to the holder thereof, without interest, and all other rights with respect thereto (subjectiii) the Per Share Contingent Consideration, in cash payable to the case of shares owned by dissenting Shareholdersholder thereof, without interest, upon and to appraisal rights under Chapter 92A the extent of the NRSContingent Consideration becoming payable in accordance with Sections 2.1(b) shall forthwith cease to exist or 6.3(b) and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated subject to the shareholders of Target who purchased their Target Common Shares directly from Target or through brokers or dealers deposit into the Escrow Fund to the extent required in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per shareSection 2.6(b). (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new shares of the Surviving Corporation or other property shall be issuable with respect thereto.

Conversion of Shares. (a) At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of the Company Common Stock: (i) other than shares of Company Common Stock to be exchanged for and converted intocancelled pursuant to ‎Section 2.03(a)(ii) (collectively, and shall become outstanding asthe “Excluded Shares”), one each share of the common stock of the Surviving Corporation and Parent as holder of the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Company Common Shares (as defined herein). (b) Each Target Common Share held Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive (i) 0.8378 (the “Exchange Ratio”) fully paid and non-assessable shares of Parent Common Stock (the “Share Consideration”) and (ii) $145.00 in cash without interest thereon (the “Cash Consideration” and, together with the Share Consideration, the “Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor.Consideration”); (cii) Each Target each share of Company Common Share issued and outstanding Stock held by the Company as treasury stock or owned by Parent or any of its Subsidiaries immediately prior to the Effective Time (other than treasury sharesany such shares owned by Parent or any of its Subsidiaries in a fiduciary, representative or other capacity on behalf of other Persons, whether or not held in a separate account) shall by virtue be cancelled, and no consideration shall be paid with respect thereto; (iii) each share of common stock of Merger Sub outstanding immediately prior to the Merger Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation (the “Surviving Corporation Common Stock”); and (iv) all outstanding shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and (x) each share of Company Common Stock that was immediately prior to the Effective Time represented by a certificate (each, a “Certificate”) and (y) each uncertificated share of Company Common Stock (an “Uncertificated Share”) which immediately prior to the Effective Time was registered to a holder on the stock transfer books of the Company shall (other than with respect to Excluded Shares) thereafter represent only the right to receive Two (A) the Merger Consideration and 53/100 Dollars ($2.53B) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereof, and all other rights with respect thereto (subject, in to the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoingShare Consideration, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.401) per share so that it can be allocated any dividends or other distributions pursuant to the shareholders ‎Section 2.04(f) and (2) any cash in lieu of Target who purchased their Target Common Shares directly from Target or through brokers or dealers in open market transactions, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per share. (d) Target Common Shares held by Parent at the Effective Time of the Merger shall be cancelled and retired, and no new any fractional shares of the Surviving Corporation Parent Common Stock pursuant to ‎Section 2.08, in each case to be issued or other property shall be issuable paid in accordance with respect thereto‎Section 2.04, without interest.

Conversion of Shares. At the Effective Time, the manner and basis of converting the shares of stock of Acquisition Sub and Target shall be as follows: (a) Each share of common stock of Acquisition Sub outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of Parent, be exchanged for and converted intoMerger Sub, and shall become outstanding as, one share of the common stock of the Surviving Corporation and Parent as Company or any holder of Shares, the common stock of Acquisition Sub at the Effective Time will, without further action, become the holder of record on that date of the same number of Target Common Shares (as defined herein).following shall occur: (ba) Each Target Common Share held immediately prior to the Effective Time of the Merger as Target treasury stock, if any, shall by virtue of the Merger forthwith cease to exist and be cancelled and retired without payment of any consideration therefor. (c) Each Target Common Share issued and outstanding immediately prior to the Effective Time (other than treasury shares(i) any Shares to be canceled or remain outstanding pursuant to SECTION 2.5(B) and (ii) any Appraisal Shares) shall by virtue of at the Merger Effective Time be canceled and converted automatically into the right to receive Two an amount in cash equal to the Offer Price (the "MERGER CONSIDERATION"). As of the Effective Time, all such Shares shall no longer be outstanding and 53/100 Dollars ($2.53) in cash, without interest thereon, from Parent in the manner provided in Section 3.02 hereofshall automatically be canceled and shall cease to exist, and all other each holder of a certificate previously representing any such Shares shall cease to have any rights with respect thereto (subjectthereto, in except the case of shares owned by dissenting Shareholders, to appraisal rights under Chapter 92A of the NRS) shall forthwith cease to exist and each such share shall be cancelled and retired upon receipt thereof. Notwithstanding the foregoing, the Major Shareholders and certain other members of management of Target have waived or will waive their right to receive forty cents ($.40) per share so that it can be allocated to the shareholders Merger Consideration upon surrender of Target who purchased their Target Common Shares directly from Target or through brokers or dealers such certificate in open market transactionsaccordance with SECTION 2.7, thus giving those Shareholders Four and 50/100 Dollars ($4.50) per sharewithout interest. (db) Target Common Each Share held in the treasury of the Company and each Share owned by Parent (other than Shares held by any direct or indirect wholly-owned subsidiary of Parent at or of the Company, which shall remain outstanding except that the number of such Shares shall be adjusted in the Merger to maintain relative ownership percentages) immediately prior to the Effective Time of the Merger shall be cancelled and retired, canceled without any conversion thereof and no new shares of the Surviving Corporation payment or other property distribution shall be issuable made with respect thereto. (c) 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 Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time; PROVIDED, HOWEVER, the provisions of this SECTION 2.5(C) are not authority for the Company to take any action referenced in SECTION 5.1(B), and in the event of any conflict between the provisions of SECTION 5.1(B) and this SECTION 2.5(C), the provisions of SECTION 5.1(B) shall be controlling.