Common use of Conversion of Shares Clause in Contracts

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at (a) At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders holder thereof, (i) each share of any of the parties hereto, the shares of the constituent corporations of the Merger Parent Common Stock issued and outstanding shall be converted as follows: into and be deemed to become 9,328.083 shares of Subsidiary Common Stock, provided that any fractional shares to be issued to each Stockholder of the Corporation pursuant to such conversion shall be rounded to the nearest whole number of shares and (aii) Each share of Premiere Stock and each share of Merger Corp common stock Parent New Preferred Stock issued and outstanding shall be converted into and be deemed to become one share of Subsidiary New Preferred Stock (as defined in the Surviving Corporation Certificate of Designations). At such time prior to the Effective Time as shall be determined by the Board of Directors of Parent, each share of Parent Old Preferred Stock issued and outstanding shall be redeemed pursuant to the terms thereof and the Articles of Incorporation of the Parent. (b) From and after the Effective Time, (i) each certificate theretofore representing shares of issued and outstanding Parent Common Stock shall, upon surrender to Subsidiary, entitle the holder to receive in exchange therefor a certificate or certificates representing the number of shares of Subsidiary Common Stock into which the stock theretofore represented by the certificate so surrendered shall have been converted in accordance with the paragraph above, and (ii) each certificate theretofore representing shares of issued and outstanding Parent New Preferred Stock shall, upon surrender to Subsidiary, entitle the holder to receive in exchange therefor a certificate or certificates representing the number of shares of Subsidiary New Preferred Stock into which the stock theretofore represented by the certificate so surrendered shall have been converted in accordance with the paragraph above. (c) Each share, if any, of capital stock held in Parent's treasury at the Effective Time shall remain issued and outstanding after the Effective Timeautomatically be canceled. (bd) All of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at At the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation pursuant to Section 351.447 of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms MGBCL and conditions Section 253 of the Escrow Agreement in DGCL, all of the form attached hereto presently issued and outstanding shares of Subsidiary Common Stock shall cease to exist as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the ClosingParent Corporation holds 100% of such shares.

Conversion of Shares. Subject to the provisions As of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders holders of any Shares of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as followsCompany: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at Share (other than Shares to be canceled in accordance with Section 2.6(c)) automatically shall be converted into the Effective Time right to receive the Offer Consideration (as defined in the recitals) in cash (the "Merger Consideration") payable, without interest, to the holder of such Share, upon surrender, in the manner provided in Section 2.7, of the certificate that formerly evidenced such Share. All such Shares, when so converted, shall remain issued no longer be outstanding and outstanding after automatically shall 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 Effective Timeright to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.7. Any payment made pursuant to this Section 2.6(a) shall be made net of applicable withholding taxes in accordance with Section 2.7(f) to the extent that such withholding is required by applicable Legal Requirements. (b) All Each issued and outstanding share of the shares of the capital common stock, no par value $0.01 per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and Merger Sub shall be converted into and exchanged for become one validly-issued, fully-paid and nonassessable share of common stock of the Surviving Corporation. (c) All Shares that are owned at the Effective Time by the Company, Parent, Merger Sub or any other direct or indirect wholly-owned Subsidiary (as defined in Section 3.1(a)) of the Company, Parent or Merger Sub shall be canceled and retired and no Merger Consideration shall be delivered in exchange therefor. (d) At the Effective Time, all Company Options (as defined in Section 3.2(b)) outstanding under the Company's Incentive Stock Option Plan, as amended June 4, 1999, the Company's Stock Incentive Plan and the Non-employee Directors' Stock Plan, as amended August 30, 2001, and each other plan or Contract (as defined in Section 3.2(a)) of any nature with any Person pursuant to which any stock, option, warrant, or other right to receive:purchase or acquire capital stock of the Company or right to payment based on the value of Company capital stock has been granted or issued, but in any case excluding the Company's Employee Stock Purchase Plan (collectively, the "Company Stock Option Plans") shall be treated as set forth in Section 6.7(a). Rights outstanding under the Company's Employee Stock Purchase Plan (the "Company Purchase Plan") shall be treated as set forth in Section 6.7(d). (e) At the Effective Time, all Company Warrants (as defined in Section 3.2(d)) outstanding as of such time shall be cancelled in exchange for a single lump sum cash payment to be paid by the Surviving Company as soon as practicable following the Closing to the holder of such Company Warrant upon receipt by Parent of a release or other documentation by the holder of such Company Warrant reasonably satisfactory to Parent relinquishing any right or benefit under the terms of the Company Warrant or any obligation on the part of Parent, Merger Sub or Company after the Effective Time (the "Company Warrantholder Release") equal to the product of (i) the number of shares of Premiere Company Common Stock determined by dividing (A) the product of .9 multiplied by the subject to such Company Purchase Price, by (B) the Average Closing Price; and Warrant and (ii) the number excess, if any, of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Merger Consideration shall be issuable to the Owners pro rata in accordance with their ownership for a share of Company Common Stock pursuant at the Effective Time over the exercise price per share of such Company Warrant. The Company shall use its reasonable best efforts to Section 2.6obtain the Company Warrantholder Release promptly after the date hereof and, which ownership in any event, prior to the Owners represent has not been adjusted in contemplation expiration of the transactions described hereinOffer. (cf) Any and all shares The Merger Consideration shall be adjusted to reflect fully the appropriate 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 or other like change with respect to Company Common Stock held as treasury shares by having a record date on or after the Company shall be canceled date hereof and retired at prior to the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to At the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Merger Effective TimeDate, by virtue of the Merger and without any action on the part of the parties hereto Innes Street or the shareholders holders of any of the parties hereto, the shares of the constituent corporations Innes Street Common Stock: (i) Each outstanding share of Innes Street Common Stock issued and outstanding at the Merger Effective Date, except as provided in clauses (ii) and (iii) of this Section, shall cease to be outstanding, and shall be converted as follows:into the right to receive $18.50 in cash (the "Merger Consideration"). (aii) Any shares of Innes Street Common Stock which are owned or held by any party hereto or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Merger Effective Date shall be deemed cancelled and the certificates for such shares shall be deemed retired, such shares shall not be converted into the Merger Consideration, and no cash or shares of capital stock of ▇▇▇▇▇▇ Bancorp shall be issued or exchanged therefor. (iii) The Surviving Corporation shall pay for any Dissenters' Shares in accordance with the NCBCA, and the holders thereof shall not be entitled to receive any Merger Consideration; provided, that if dissenters' rights under the NCBCA with respect to any Dissenters' Shares shall have been effectively withdrawn or lost, such shares will thereupon cease to be treated as Dissenters' Shares and shall be converted into the right to receive the Merger Consideration pursuant to Section 2.02(i). (iv) Each share of Premiere Stock and each share of ▇▇▇▇▇▇ Merger Corp Subsidiary common stock issued and outstanding at immediately before the Merger Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and Date shall be converted into and exchanged for the right to receive: (i) the number become an outstanding share of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation common stock of the transactions described hereinSurviving Corporation. (cv) Any and all The holders of certificates representing shares of Company Innes Street Common Stock held (any such certificate being hereinafter referred to as treasury shares by the Company a "Certificate") shall be canceled and retired at the Effective Timecease to have any rights as shareholders of Innes Street, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Mergerexcept such rights, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow if any, as they may have pursuant to the terms applicable law and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closingthis Agreement.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto Company, Parent, Merger Sub or the shareholders holders of any shares of capital stock of the parties heretoCompany, the shares of the constituent corporations of the Parent or Merger shall be converted as followsSub: (a) Each share of Premiere Merger Sub Common Stock and each share of Merger Corp common stock issued and outstanding at immediately prior to the Effective Time shall remain issued be converted into one newly issued, fully paid and outstanding after nonassessable share of common stock of the Effective TimeSurviving Corporation, and each stock certificate of Merger Sub Common Stock shall thereafter evidence ownership of shares of common stock of the Surviving Corporation. (b) All Each share of Company Common Stock held in treasury or owned by the shares Company, Parent or any of their wholly-owned Subsidiaries shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.6(b) are referred to as the capital stock, no par value per share, "Excluded Shares". (c) Each share of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) Common Stock issued and outstanding at immediately prior to the Effective Time shall cease to be outstanding and (other than any Excluded Shares or Dissenting Shares) shall be converted into and exchanged for shall thereafter represent the right to receivereceive the following consideration: (i) Each share of Company Common Stock with respect to which an election to receive stock consideration (a "Stock Election") has been effectively made and not revoked pursuant to Section 2.7 (each, a "Stock Election Share") shall be converted into the number right to receive .31127 shares (the "Exchange Ratio"), subject to adjustment in accordance with this Article II, of validly issued, fully paid and non assessable shares of Premiere Parent Common Stock determined by dividing (Atogether with any cash in lieu of fractional shares of Parent Common Stock to be paid in accordance with Section 2.8(d), the "Per Share Stock Consideration"); (ii) each share of Company Common Stock with respect to which an election to receive cash (a "Cash Election") has been effectively made and not revoked pursuant to Section 2.7 (each, a "Cash Election Share" and, together with each Stock Election Share, an "Election Share") shall be converted into the product of .9 multiplied by right to receive $9.50 in cash without interest (the Company Purchase Price"Per Share Cash Consideration"), by (B) the Average Closing Pricesubject to adjustment in accordance with this Article II; and (iii) each share of Company Common Stock other than a Cash Election Share or Stock Election Share (each, a "No Election Share") shall be converted into the right to receive the Per Share Cash Consideration or the Per Share Stock Consideration or a combination of both, pursuant to Section 2.6(d). (d) Notwithstanding anything in this Agreement to the contrary (but subject to Section 2.6(g)): (i) 50% of the shares of Company Common Stock (other than the Excluded Shares) issued and outstanding immediately prior to the Effective Time (such number, the "Maximum Cash Shares") shall be converted into the right to receive the Per Share Cash Consideration, and all other shares of Company Common Stock (other than the Excluded Shares) issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Per Share Stock Consideration. (ii) If the aggregate number of Cash Election Shares (such number, the "Cash Election Number") exceeds the Maximum Cash Shares, then (i) all Stock Election Shares and No Election Shares shall be converted into the right to receive the Per Share Stock Consideration and (ii) the number of shares Cash Election Shares of Premiere Stock determined each stockholder of the Company that shall be converted into the right to receive the Per Share Cash Consideration shall be equal to the product obtained by dividing multiplying (A) the product number of .1 multiplied by the Company Purchase Price, Cash Election Shares of such stockholder by (B) a fraction, the Average Closing Price numerator of which is the Maximum Cash Shares and the denominator of which is the Cash Election Number, with the remaining number of such holder's Cash Election Shares being converted into the right to receive the Per Share Stock Consideration. (iii) If the "General Escrow Amount"); all as determined in accordance with Section 2.3 below Cash Election Number is less than the Maximum Cash Shares (collectivelysuch difference between the Cash Election Number and Maximum Cash Shares, the "ConsiderationShortfall Number"). Subject , then (x) all Cash Election Shares shall be converted into the right to Section 2.2(dreceive the Per Share Cash Consideration and (y) belowthe Stock Election Shares and No Election Shares shall be treated in the following manner: (A) if the Shortfall Number is less than or equal to the aggregate number of No Election Shares, then (x) all Stock Election Shares shall be converted into the right to receive the Per Share Stock Consideration and (y) the No Election Shares of each stockholder of the Company shall be converted into the right to receive the Per Share Cash Consideration in respect of that number of No Election Shares equal to the product obtained by multiplying (1) the number of No Election Shares of such stockholder by (2) a fraction, the numerator of which is the Shortfall Number and the denominator of which is the aggregate number of No Election Shares, with the remaining number of such holder's No Election Shares being converted into the right to receive the Per Share Stock Consideration; or (B) if the Shortfall Number exceeds the aggregate number of No Election Shares, then (x) all No Election Shares shall be converted into the right to receive the Per Share Cash Consideration and (y) the number of Stock Election Shares of each stockholder of the Company that shall be converted into the right to receive the Per Share Cash Consideration shall be issuable equal to the Owners pro rata product obtained by multiplying (1) the number of Stock Election Shares of such stockholder by (2) a fraction, the numerator of which is the amount by which the Shortfall Number exceeds the aggregate number of No Election Shares, and the denominator of which is the aggregate number of Stock Election Shares, with the remaining number of such holder's Stock Election Shares being converted into the right to receive the Per Share Stock Consideration. (e) If either the opinion of DLA Piper LLP referred to in accordance with their ownership Section 6.3(e) or the opinion of ▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP referred to in Section 6.2(f) cannot be rendered (as reasonably determined by such counsel) as a result of the Merger potentially failing to satisfy continuity of interest requirements under applicable federal income tax principles relating to reorganizations under Section 368(a) of the Code, then the Cash Election Shares shall be decreased and the Stock Election Shares increased to the minimum extent necessary to enable the relevant tax opinion or opinions, as the case may be, to be rendered. (f) From and after the Effective Time, the Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 2.6this Article II shall no longer remain outstanding and shall automatically be cancelled and shall cease to exist, which ownership the Owners represent has not been adjusted in contemplation and each holder of the transactions described herein. (c) Any and all a certificate previously representing any such Company Common Stock or shares of Company Common Stock held as treasury that are in non-certificated book-entry form shall thereafter cease to have any rights with respect to such securities, except the right to receive: (i) the consideration to which such holder may be entitled pursuant to this Section 2.6; (ii) any dividends and other distributions in accordance with Section 2.8(c); and (iii) any cash to be paid in lieu of fractional shares by in accordance with Section 2.8(d). (g) If at any time during the Company shall be canceled period between the Agreement Date and retired at the Effective Time, any change in the outstanding common stock of Parent or the outstanding common stock of the Company shall occur by reason of any reclassification, recapitalization, stock split or combination, exchange, merger, consolidation or readjustment of shares, or any stock dividend thereon with a record date during such period, or any similar transaction or event, the Exchange Ratio, the Per Share Stock Consideration, the Per Share Cash Consideration and no consideration any other similarly dependent items, as the case may be, shall be issued in exchange thereforappropriately adjusted to provide the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value per share, capital stock of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject (a) The membership interests ("Membership Interests") of the Company issued and outstanding immediately prior to the provisions of this Section 2.2Effective Time ("Membership Interests Outstanding"), -------------------- and in consideration for the transactions contemplated hereby, at the Effective Timeshall, by virtue of the Merger and without any action on the part of the parties hereto or holder thereof, be converted into and represent the shareholders right to receive the consideration payable as set forth below (the "Merger Consideration") to the holder of any record thereof, without interest thereon. For the purposes of determining the parties heretonumber of Membership Interests issued and outstanding, the shares number of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock Membership Interests issued and outstanding at shall be increased by the Effective Time shall remain issued and number of Membership Interests that may be acquired upon exercise or conversion of any warrant, option, convertible debenture or other security entitling the holder thereof to acquire Membership Interests which is in effect or outstanding after immediately prior to the Effective Time. At the Closing, the Company shall calculate and certify to Compass the Membership Interests Outstanding. (b) All Subject to adjustment pursuant to Section 6.8 hereof, in consideration for the Merger, Compass will issue to the Members an aggregate number of the shares of the capital its common stock, no par value $2.00 per share, of share which is quoted under the Company symbol "CBSS" on the NASDAQ National Market System ("Company Compass Common Stock") ), which is equal to the quotient of (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive:x) (i) the number Members' equity of shares the Company as set forth on the Company's balance sheet dated as of Premiere Stock determined by dividing the day preceding the Closing (Athe "Closing Balance Sheet") less, (ii) the product net book value of .9 multiplied the Property (as defined in Section 3.18(g)) and all improvements on the Property (the "Improvements") as set forth on the Closing Balance Sheet, plus, (iii) the Fair Market Value of the Property and Improvements (as determined below) and (y) the average closing sales price of the Compass Common Stock as reported by the Company Purchase Price, by NASDAQ National Market System for the twenty days of trading preceding the fifth trading day prior to the Effective Time (B) the "Average Closing Price; and (ii) "). Notwithstanding the foregoing, the number of shares of Premiere Compass Common Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable issued to the Owners pro rata in accordance with their ownership of Company Common Stock Members pursuant to this Section 2.61.6 (b), which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.plus any Compass Common

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto any Party or the shareholders holder of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as followsfollowing securities: (a) Each Outstanding Common Share shall be converted into and represent the right to receive (subject to the provisions of Section 1.13) a fraction of a share (the "Common Conversion Ratio") of Premiere Stock and each share of Buyer Common Shares as is equal to the result obtained by dividing (i) the Adjusted Merger Corp common stock issued and outstanding at Consideration, minus the Effective Time shall remain issued and outstanding after Management Shares, minus the Effective TimePreferred Consideration, by (ii) the Adjusted Total Company Shares. (b) All Each Outstanding Series A Preferred Share shall be converted into and represent the right to receive (subject to the provisions of Section 1.13) a fraction of a share of Buyer Common Shares equal to the Series A Conversion Ratio; each Outstanding Series B Preferred Share shall be converted into and represent the right to receive (subject to the provisions of Section 1.13) a fraction of a share of Buyer Common Shares equal to the Series B Conversion Ratio; and each Outstanding Series C Preferred Share shall be converted into and represent the right to receive (subject to the provisions of Section 1.13) a fraction of a share of Buyer Common Shares equal to the Series C Conversion Ratio. (c) The Company shall take all steps necessary to ensure that all outstanding convertible promissory notes issued by the Company, if any, shall be converted into Common Shares immediately prior to the Closing, pursuant to the conversion terms thereof. (d) The Buyer Common Shares into which each Company Stockholder's Company Shares shall be converted at the Effective Time pursuant to Section 1.5(a) shall be delivered as follows: (i) On the Closing Date the Buyer shall (A) deposit into escrow pursuant to Section 1.13 the Indemnification Escrow Percentage of the Closing Buyer Common Shares, rounded up to the nearest whole number, which shares shall be designated as Indemnification Escrow Shares, and (B) deliver to the Exchange Agent for distribution to the Company Stockholders in accordance with Section 1.8 the remainder of such Closing Buyer Common Shares, subject to the provisions of Section 1.10, not deposited into escrow (the "Initial Merger Shares"). (ii) On the date specified in Section 1.12(f) (the "Asset Value Adjustment Date"), if the Closing Net Asset Value Adjustment is positive, the Buyer shall (A) deposit into escrow pursuant to Section 1.13 the Indemnification Escrow Percentage of the capital Adjusted Buyer Common Shares, rounded up to the nearest whole number, which shares shall be designated as Indemnification Escrow Shares, and (B) deliver to the Exchange Agent for distribution to the Company Stockholders in accordance with Section 1.8 the remainder of such Adjusted Buyer Common Shares, subject to the provisions of Section 1.10, not deposited into escrow. (iii) On the date which is 18 months after Closing Date and is before the payment on any claims under the Escrow Agreement, the Buyer shall (A) deposit into escrow pursuant to Section 1.13 the Indemnification Escrow Percentage of the Option Adjusted Buyer Common Shares, rounded up to the nearest whole number, which shares shall be designated as Indemnification Escrow Shares, and (B) deliver to the Exchange Agent for distribution to the Company Stockholders in accordance with Section 1.8 the remainder of such Option Adjusted Buyer Common Shares, subject to the provisions of Section 1.10, not deposited into escrow. (e) Each Company Share held in the Company's treasury immediately prior to the Effective Time and each Company Share owned beneficially by the Buyer or the Transitory Subsidiary shall be cancelled and retired without payment of any consideration therefor. (f) Each share of common stock, no $0.01 par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) Transitory Subsidiary issued and outstanding at immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and exchanged for thereafter evidence one share of common stock, $0.01 par value per share, of the right to receive:Surviving Corporation. (ig) Each Preferred Warrant outstanding and not exercised as of the Effective Time shall be converted into a warrant to acquire such number of shares of Buyer Common Shares equal to the number of shares of Premiere Stock determined Buyer Common Shares that would be issusable pursuant to Section 1.5(b), if the warrant were exercised immediately before the Effective Time for Preferred Shares. The exercise price per Buyer Common Share shall equal the aggregate exercise price of such warrant divided by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares Buyer Common Shares subject to such Preferred Warrants. The aggregate Option Value of Premiere Stock determined by dividing the Preferred Warrants outstanding and not exercised as of the Effective Time (Awhether vested or exercisable) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable added to the Owners pro rata in accordance with their ownership Preferred Consideration for all purposes of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described hereinthis Agreement. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions The mode of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of carrying into effect the Merger provided in this Agreement, and without any action on the part manner and basis of the parties hereto or the shareholders of any of the parties hereto, converting the shares of the constituent corporations Constituent Corporations into shares of the Surviving Corporation are as follows: 1:4:1 PROVIDENCE Common Stock. None of the currently issued and outstanding shares of PROVIDENCE Common Stock, $.001 par value, issued and outstanding at the effective time of the Merger shall be converted as follows: (a) Each share a result of Premiere Stock the Merger, and each share all of Merger Corp common stock issued and outstanding at the Effective Time such shares shall remain issued and outstanding after shares of common stock of the Surviving Corporation. 1:4:2 UAC Common Stock. At the Effective Time. (b) All , each share of the shares of the capital stock, no par value per share, common stock of UAC issued and outstanding (the Company ("Company UAC Common Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged become shares of common stock of the Surviving Corporation by converting each share of UAC common stock into one (1) share of PROVIDENCE. PROVIDENCE will newly issue up to thirteen million five hundred thousand (13,500,000) shares to be converted on a one for one basis with the Shares of PROVIDENCE. Each record holder of outstanding common stock of UAC shall be issued shares of PROVIDENCE, upon the ratio set forth above. Upon direction of UAC and receipt by PROVIDENCE of the stock ledger of UAC, each UAC shareholder shall be entitled to receive one or more stock certificates for the right to receive: (i) the full number of shares of Premiere Stock determined by dividing common stock of PROVIDENCE into which the common stock of UAC shall have be converted as aforesaid together with any dividends on the common stock of UAC as to which the payment date shall have occurred on or prior to the date of the surrender of said shares. UAC shareholders will own approximately 90% of the or Thirteen million five (A13,500,000) of the product of .9 multiplied by the Company Purchase Pricefully diluted, by (B) the Average Closing Price; and (ii) the number of common shares of Premiere the Surviving Corporation issued and outstanding. All Shares of common stock of the Surviving Corporation into which shares of UAC Common Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all are converted as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration herein provided shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any fully paid and all shares of Company Common Stock held as treasury shares by the Company shall be canceled non-assessable and retired at the Effective Time, and no consideration shall be issued in exchange thereforfull satisfaction of all rights pertaining to such Shares. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions As of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of -------------------- the Merger and without any action on the part of the parties hereto any holder of Shares or the shareholders of any of the parties hereto, the shares of the constituent corporations common stock of the Merger shall be converted as followsAcquisition Sub: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at share of common stock of Acquisition Sub shall be converted into and become one validly issued, fully paid and non-assessable share of Common Stock of the Effective Time shall remain issued and outstanding after the Effective TimeSurviving Corporation. (b) All of the shares of the capital stockSubject to Sections 2.8(d) and 3.1, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) each issued and outstanding at Share (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 cease to be canceled in accordance with this Section 2.8(b), and when so canceled, shall no longer be outstanding and shall automatically be converted into retired and exchanged for 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: (i) receive the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase PriceMerger Consideration, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described hereinwithout interest. (c) Any and all shares Each share of Company Common Stock held as treasury shares (including, without limitation, the Shares purchased pursuant to the Offer) owned by the Company, any Company Subsidiary, Purchaser, or Acquisition Sub shall automatically be canceled and retired at the Effective Timeand shall cease to exist, and no consideration shall be issued delivered in exchange therefor. (d) Upon consummation Each option granted to an employee, consultant or director of the MergerCompany or its Subsidiaries to acquire Shares ("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 Effective Time, and whether or not then exercisable, shall, effective as of the Effective Time, automatically be canceled, and the holder thereof shall 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 Owners shall deliver aggregate exercise price payable for such Shares based upon the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions exercise price per share as of the Escrow Agreement in date of this Agreement. (g) Each Zero Coupon Subordinated Note issued by the form attached hereto Company on May 29, 1998 (each, a "Zero Coupon Note") that is outstanding as Exhibit B, which of the Effective Time shall be executed redeemed in full and delivered by Premiere --------- and the Owners at the Closingcanceled, without any premium or prepayment penalty, in accordance with its terms.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at At the Effective Timetime, by virtue of the Merger Merger, and without any action on the part of the parties hereto Parent, Merger Sub, Company or the shareholders holders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as followsfollowing securities: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stockCommon Stock, no $.001 par value per share, of the Company ("Company Common Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at 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 the NYBCL ("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 and be converted into and become exchangeable for 1.00 share (the "Exchange Ratio") of common stock, $.01 par value, of Parent ("Parent Common Stock"). (b) Each share of Company Common Stock held in the treasury of Company or owned by any wholly owned subsidiary of Company immediately prior to the Effective Time shall cease to be canceled and retired and no shares of stock or other securities of Parent, the Surviving Corporation or any other corporation shall be issuable, and no payment of other consideration shall be made, with respect thereto. (c) Each issued and outstanding and share of capital stock of Merger Sub shall be converted into and exchanged become one fully paid and nonassessable share of common stock of the Surviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Sub common stock shall be deemed for the right all purposes to receive: (i) evidence ownership of and to represent the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of Surviving Corporation common stock into which such shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration")Merger Sub common stock shall have been converted. Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at Promptly after the Effective Time, and no consideration the Surviving Corporation shall be issued issue to Parent a stock certificate representing 100 shares of Surviving Corporation common stock in exchange therefor. (d) Upon consummation for the certificate that formerly represented shares of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit BMerger Sub common stock, which shall be executed surrendered by Parent and delivered by Premiere --------- and the Owners at the Closingcancelled.

Conversion of Shares. Subject Pursuant to the provisions terms of this Section 2.2, -------------------- Amalgamation Agreement and in consideration for the transactions contemplated herebyTransaction Agreement, at the Effective Time, by virtue of the Merger Amalgamation and without any action on the part of Amalgamation Sub, the parties hereto Company or the shareholders holders of Company Shares, and subject to applicable Bermuda law: 6.1 Except as specified in clauses 6.2 or 6.3 below and subject to clause 6.5 below, each Company Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 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 shall automatically be cancelled and shall cease to exist, and each holder of such Company Shares shall cease to have any rights with respect 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 parties heretorecord date for the Special Dividend (as defined in the Transaction Agreement) to receive the Special Dividend. 6.2 Each Company Share (if any) (i) owned by Parent 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 shares 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 satisfy the Company’s obligations to deliver Company Shares under such plans at or prior to the Effective Time including the delivery of Company Shares previously purchased pursuant to Company Share Purchase Plans) shall not be converted into the right to receive the Amalgamation Consideration and shall be cancelled and 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 right to receive the Amalgamation Consideration, and shall be cancelled and converted into a right to receive payment of fair value pursuant to and subject to Section 106 of the constituent corporations 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 Merger Effective Time into a right to receive the Amalgamation Consideration in accordance with Section 6.1. The Company shall be converted as follows: give Parent (a) Each share prompt notice of Premiere Stock 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 each share 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 Merger Corp 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 stock shares of Amalgamation Sub issued and outstanding at immediately prior to the Effective Time shall remain be converted into common shares of the Amalgamated Company equal to the number of Company Shares issued and outstanding after immediately prior to the Effective Time. (b) All of the 6.5 If any certificates or book shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at which prior to the Effective Time represented Company Shares shall cease to be outstanding and not have been surrendered within six years after the Effective Time (or such earlier date as shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable immediately prior to the Owners pro rata in accordance date that such unclaimed funds would otherwise become subject to any abandoned property, escheat or similar law), unclaimed funds payable with their ownership of Company Common Stock pursuant respect to Section 2.6such certificates or book shares shall, which ownership to the Owners represent has not been adjusted in contemplation extent permitted by applicable law, become the property of the transactions described hereinAmalgamated Company, free and clear of all claims or interest of any Person previously entitled thereto. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at (a) At the Effective Time, by virtue of the Merger and without any further action on the part of the parties hereto SESI, Sub, Cardinal or the shareholders Surviving Corporation, or any holder of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as followsfollowing securities: (ai) Each share of Premiere Stock and each share of Merger Corp common stock of Sub issued and outstanding at the Effective Time shall remain issued and outstanding after be converted into one share of the Effective Time.common stock of the Surviving Corporation; (bii) All each of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and Class A Group Shares shall be converted into and exchanged for the right to receive: (i) the receive a number of shares of Premiere SESI Common Stock determined by dividing equal to the Class A Group Exchange Ratio; (Aiii) all outstanding shares of Cardinal Class B Common Stock shall be converted into the product right to receive an aggregate of .9 multiplied by 1 million shares of SESI Common Stock (subject to adjustment for any stock splits, combinations or recapitalizations relating to SESI Common Stock effected after the Company Purchase Price, by (B) the Average Closing Pricedate hereof); and (iiiv) the number each issued share of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Cardinal Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted that is held in contemplation treasury by Cardinal or held by any subsidiary of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company Cardinal shall be canceled and retired at the Effective Time, and no stock of SESI or other consideration shall be issued delivered in exchange therefor. (db) Upon consummation conversion of the Mergershares of the Class A Group Shares and Cardinal Class B Common Stock into the right to receive the Merger Shares in the manner described in paragraph 3.1(a) above, each holder of shares of Class A Group Shares and Cardinal Class B Common Stock shall have the Owners shall deliver right to receive in exchange therefor a certificate representing such whole number of Merger Shares as is determined in accordance with the General Escrow Amount in negotiable form exchange ratio applicable to such shares. (c) In lieu of the Escrow Agent issuance of fractional shares of Superior Common Stock, each holder of record of issued and outstanding shares of Class A Group Shares or Cardinal Class B Common Stock as of the Effective Time that would otherwise be entitled to be held in escrow a fractional share pursuant to the terms and conditions exchange ratio applicable to such shares shall be entitled to receive a cash payment (without interest) equal to the fraction of a share of Superior Common Stock to which such holder would be entitled but for this provision multiplied by the closing price of the Escrow Agreement in Superior Common Stock on Nasdaq on the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the ClosingEffective Date.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated herebyArticle 3, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto LSB, LSB Bank, ONSB, or the shareholders of any of the parties heretoforegoing, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere LSB Common Stock and each share of Merger Corp common stock issued and outstanding at immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) All Each share of LSB Bank Common Stock issued and outstanding immediately prior to the shares Effective Time shall remain issued and outstanding from and after the Effective Time. (c) Each share of the capital stock, no par value per share, of the Company ONSB Common Stock ("Company Stock") (excluding treasury shares and excluding shares held by (i) any ONSB Company or any LSB Company (in each case other than in a fiduciary capacity or as a result of debts previously contracted) which shares shall be canceled as provided in Section 3.3 hereof, and (ii) shareholders who perfect their statutory dissenters' appraisal rights as provided in Section 2.4 of this Agreement3.4 hereof) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive:receive 0.948 of a share of LSB Common Stock, subject to adjustment at Closing pursuant to subparagraphs a. and b. of this Section 3.1(c) (as adjusted, the "Exchange Ratio"): a. If the Average LSB Closing Price is above $20.00 per share (subject to each Party's right to terminate this Agreement set forth in Section 10.1(i) hereof), the "Exchange Ratio" shall be adjusted and calculated in accordance with the following equation (rounded to the nearest one-thousandth): ER = [[(ALCP*$250,000)+$25,000,000]/IOS]/ALCP Where: ER = Exchange Ratio. ALCP = Average LSB Closing Price. IOS = 1,582,678 shares of ONSB Common Stock, less any shares canceled as provided in Section 3.3 hereof. For example, assuming that (i) the number Average LSB Closing Price is determined to be $23.00, and (ii) none of such shares of Premiere Stock determined by dividing are canceled as provided in Section 3.3 hereof; then, the adjusted Exchange Ratio would be 0.845. b. If the Average LSB Closing Price is below $20.00 per share (Asubject to each Party's right to terminate this Agreement set forth in Section 10.1(i) hereof), the product of .9 multiplied by "Exchange Ratio" shall be adjusted and calculated (using the Company Purchase Pricesame abbreviated terms as in subparagraph a. above) in accordance with the following equation (rounded to the nearest one one-thousandth): ER = [[(ALCP*$1,000,000)+$10,000,000]/IOS]/ALCP For example, by assuming that (Bi) the Average LSB Closing Price; and Price is determined to be $16.00, and (ii) the number none of such shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount")are canceled as provided in Section 3.3 hereof; all as determined in accordance with Section 2.3 below (collectivelythen, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall adjusted Exchange Ratio would be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein1.027. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject At the Effective Time: (a) each Share held by the Company as treasury stock or owned by Parent, Cordant, Cordant Holdings, Purchaser or any subsidiary of any of 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 shall, except as otherwise provided in paragraph (a) or paragraph (d) of this Section 2.4, be converted into the right to receive the Per Share Amount, or if any greater amount per Share shall have been paid pursuant to the Offer, such amount, in cash, without interest (such amount, the "Merger Consideration"), upon surrender of the certificate formerly representing such Share in the manner provided in Section 2.6 hereof; (c) each share of common stock of Purchaser outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and (d) anything in this Agreement to the contrary notwithstanding, any issued and outstanding Shares held by a person (a "Dissenting Stockholder") who shall not have voted in favor of or consented to the Merger and complies with all the provisions of this 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 described in Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time2.4(b) but shall become, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties heretoMerger, the shares of right to receive such consideration, solely from the constituent corporations of the Merger shall Surviving Corporation, as may be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding determined to be due to such Dissenting Stockholder pursuant to Delaware Law. If, after the Effective Time. (b) All , such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of the shares appraisal, in any case pursuant to Delaware Law, such Dissenting Stockholder shall forfeit such right to payment for such Dissenting Shares pursuant to Delaware Law and such Dissenting Shares shall be deemed to have been converted as of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: receive the Merger Consideration. The Company shall give Parent (i) the number prompt notice of shares any demands for appraisal of Premiere Stock determined by dividing (A) the product of .9 multiplied Shares received by the Company Purchase Price, by (B) the Average Closing Price; and and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); opportunity to participate in and direct all as determined in accordance negotiations and proceedings with Section 2.3 below (collectively, the "Consideration")respect to any such demands. Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the The Company shall be canceled and retired at not, without the Effective Timeprior written consent of Parent, and no consideration shall be issued in exchange thereformake any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject (a) All 1,000 shares of common stock, no par value ("Shares"), of the Company issued and outstanding immediately prior to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, all 39 Shares of the Company reserved for issuance or issued under outstanding employee stock options, and, as of the Effective Time, all principal and accrued interest outstanding and owed to CRM Assisted Living Company, LLC shall, by virtue of the Merger and without any action on the part of any holder thereof, be converted into the parties hereto or the shareholders right to receive a total of any of the parties hereto1,300,000 newly issued, the fully paid, and non-assessable shares of the constituent corporations common stock, par value $0.01 per share, of the Merger Parent. The relative number of shares of the Parent's Common Stock issuable to each of the three groups stated above shall be converted as follows: (a) Each set forth in the Disclosure Schedule; however, in no event will any fractional shares of the Parent's Common Stock be issued. Cash will be paid in lieu of fractional shares at the rate of $16.00 per share of Premiere Parent's Common Stock. The shares of the Parent's Common Stock issuable pursuant to this Section together with cash in lieu of fractional shares are referred to herein as the "Merger Consideration." All shares representing the Merger Consideration shall be unregistered shares of the Parent and each share shall bear the Parent's customary legend restricting further transfer of Merger Corp common stock issued the shares unless in compliance with all federal and outstanding at the Effective Time shall remain issued state securities laws and outstanding after the Effective Timeany applicable contractual restrictions. (b) All The Parent Common Stock comprising the Merger Consideration will be issued at the Closing (as hereinafter defined). A total of the 45,500 shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares issued pursuant to this Section 1.7 shall be held by shareholders who perfect their statutory dissenters' rights the Parent as provided security for the obligation described in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein9.2. (c) Any and all shares Each shareholder of Company Common Stock held as treasury shares by the Company shall be canceled and retired receive at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Closing a Registration Rights Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.B.

Conversion of Shares. Subject to By virtue of the provisions Merger, automatically and --------------------- without any action on the part of this Section 2.2, -------------------- and in consideration for the transactions contemplated herebyholder thereof, at the Effective Time, all of the Seller Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held directly or indirectly by FHNC, except in a fiduciary capacity or in satisfaction of a debt previously contracted, and other than shares held in the treasury of Seller, which shares shall be canceled, retired and cease to exist by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (apayment made in respect thereof) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of receive cash and shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase PriceFHNC Common Stock, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 described below (collectively, the "Merger Consideration"): (1) Each Seller Shareholder may elect to take all or a portion of the consideration to be received in the Merger in cash; subject to the aggregate limitation set forth in Article I(C)(3) (the "Cash Consideration"). Subject If a Seller Shareholder elects to Section 2.2(d) belowreceive in cash all or a portion of the Merger Consideration, the Consideration amount of cash to be delivered in exchange for each share of Seller Common Stock shall be issuable to determined by multiplying the Owners pro rata in accordance with their ownership number of Company shares of Seller Common Stock pursuant held by the Seller Shareholder for which it elects to Section 2.6, which ownership receive cash by the Owners represent has not been adjusted in contemplation of the transactions described hereinPrice Per Share. The Price Per Share is $22.44. (c2) Any and Each Seller Shareholder may elect to take all or a portion of the Merger Consideration to be received in the Merger in FHNC Common Stock, subject to the aggregate limitation set forth in Article I(C)(3) (the "Stock Consideration"). If a Seller Shareholder elects to receive in FHNC Common Stock all or a portion of the Merger Consideration, the number of shares of Company FHNC Common Stock to be exchanged for each share of Seller Common Stock shall be determined by multiplying the number of shares of Seller Common Stock held as treasury shares by the Company shall be canceled and retired at Seller Shareholder for which it elects to receive FHNC Common Stock by the Effective Time, and no consideration shall be issued in exchange therefor. Conversion Price. The Conversion Price is the quotient of (di) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered Price Per Share divided by Premiere --------- and the Owners at the Closing.(ii)

Conversion of Shares. Subject to the provisions As of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders any holder of any shares of capital stock of the parties heretoCompany, the shares of the constituent corporations of the Merger shall be converted as followsHoldings, Sporting or Acquisition: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stockCommon Stock, no par value $.01 per share, of the Company ("Company Voting Stock") and each share of Class A Common Stock, par value $.01 per share, of the Company (excluding treasury shares "Company Non-Voting Stock" and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreementtogether with the Company Voting Stock, the "Company Common Stock") issued and outstanding at immediately prior to the Effective Time shall cease to be outstanding converted into, and shall be converted into and exchanged for thereafter represent only, the right to receive: receive the Conversion Number (as herein defined) of duly issued, validly authorized, fully paid and nonassessable shares of Common Stock, par value $.01 per share, of Holdings ("Holdings Common Stock"). For purposes hereof, the "Conversion Number" shall mean Holdings' Share Consideration (as defined below) divided by the Company's "Equivalent Shares Outstanding." "Equivalent Shares Outstanding" shall mean the number of shares of common stock (of any class) of Holdings or the Company, as the case may be, outstanding, including the number of shares of common stock (of any class) outstanding pursuant to any restricted stock plan, plus the number of Equivalent Option Shares of Holdings or the Company, as applicable. "Equivalent Option Shares" shall be the quotient of (a) the result of (i) the product of (x) the number of shares of Premiere common stock purchasable upon exercise of outstanding options (whether or not vested) with exercise prices less than the applicable Closing Price of Holdings or the Company, as the case may be, multiplied by (y) the applicable Closing Price minus (ii) the sum of the exercise prices of all such options included in clause (i) divided by (b) the Closing Price of Holdings or the Company, as applicable. The "Closing Price" of the Company shall be the weighted average of the closing prices of the Company Voting Stock determined by dividing and the Company Non-Voting Stock each as reported on the Nasdaq National Market. The "Closing Price" of Holdings shall be the quotient of (Aa) the product of .9 2.636364 multiplied by the Closing Price of the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, Company's Equivalent Shares Outstanding divided by (B) the Average Closing Price (the "General Escrow Amount"b); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value per share, capital stock of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, B which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject (a) The membership interests ("Membership Interests") of the Company issued and outstanding immediately prior to the provisions of this Section 2.2Effective Time ("Membership Interests Outstanding"), -------------------- and in consideration for the transactions contemplated hereby, at the Effective Timeshall, by virtue of the Merger and without any action on the part of the parties hereto or holder thereof, be converted into and represent the shareholders right to receive the consideration payable as set forth below (the "Merger Consideration") to the holder of any record thereof, without interest thereon. For the purposes of determining the parties heretonumber of Membership Interests issued and outstanding, the shares number of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock Membership Interests issued and outstanding at shall be increased by the Effective Time shall remain issued and number of Membership Interests that may be acquired upon exercise or conversion of any warrant, option, convertible debenture or other security entitling the holder thereof to acquire Membership Interests which is in effect or outstanding after immediately prior to the Effective Time. At the Closing, the Company shall calculate and certify to Compass the Membership Interests Outstanding. (b) All Subject to adjustment pursuant to Section 6.8 hereof, in consideration for the Merger, Compass will issue to the Members an aggregate number of the shares of the capital its common stock, no par value $2.00 per share, of share which is quoted under the Company symbol "CBSS" on the NASDAQ National Market System ("Company Compass Common Stock") ), which is equal to the quotient of (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive:x) (i) the number Members' equity of shares the Company as set forth on the Company's balance sheet dated as of Premiere Stock determined by dividing the day preceding the Closing (Athe "Closing Balance Sheet") less, (ii) the product net book value of .9 multiplied the Property (as defined in Section 3.18(g)) and all improvements on the Property (the "Improvements") as set forth on the Closing Balance Sheet, plus, (iii) the Fair Market Value of the Property and Improvements (as determined below) and (y) the average closing sales price of the Compass Common Stock as reported by the Company Purchase Price, by NASDAQ National Market System for the twenty days of trading preceding the fifth trading day prior to the Effective Time (B) the "Average Closing Price; and (ii) "). Notwithstanding the foregoing, the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.Compass Common

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at (a) At the Effective Time, each outstanding share of the common stock, par value $.10 per share, of Merger Sub shall, by virtue of the Merger and without any action on the part of the parties hereto Parent, Merger Sub or the shareholders Company, be converted into one fully paid and non-assessable share of any common stock, par value $.10 per share, of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective TimeSurviving Corporation. (b) All At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (individually a "SHARE" and collectively, the "SHARES") (other than (i) Shares held by the Company and (ii) Shares held by Parent, Merger Sub or any other subsidiary of Parent) shall, by virtue of the shares Merger and without any action on the part of Merger Sub, the capital Company or the holder thereof, be converted into and exchangeable for the right to receive .11059346 fully paid and non-assessable share (the "EXCHANGE RATIO") of common stock, no par value $1.00 per share, of the Company Parent ("Company StockPARENT COMMON STOCK") (excluding treasury all such shares and excluding of Parent Common Stock issued, together with any cash in lieu of fractional shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease Parent Common Stock to be outstanding and shall be converted into and exchanged for the right paid pursuant to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase PriceSection 2.7, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (being referred to as the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "ConsiderationMERGER CONSIDERATION"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company The Parent Common Stock to be issued in the Merger shall contain the legend required pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation Article Fourth of the transactions described hereinParent's Certificate of Incorporation. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at At the Effective Time, each Share held by Parent, Merger Sub, any other subsidiary of Parent, or the Company (but not including 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 Merger Sub, the Company or the holder thereof, be canceled, retired and cease to exist and no consideration payment shall be issued in exchange thereformade with respect thereto. (d) Upon consummation If between the date of this Agreement and the MergerEffective Time the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or any similar event, the Owners shall deliver amount of shares of Parent Common Stock constituting the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which Exchange Ratio shall be executed and delivered by Premiere --------- and the Owners at the Closingcorrespondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares or such similar event.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto any Party or the shareholders holder of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as followsfollowing securities: (a) Each share of Premiere Stock and each share of Merger Corp common stock Preferred Share issued and outstanding at immediately prior to the Effective Time (other than Dissenting Shares and Preferred Shares held in the Company’s treasury) owned of record by a Qualifying Holder shall remain issued be converted into and outstanding after represent the Effective Timeright to receive: (i) a number of shares of Buyer Common Stock equal to the aggregate number of Merger Shares divided by the aggregate number of Outstanding Preferred Shares held by Qualifying Holders, (ii) an amount in cash equal to the Series A Liquidation Preference Payments in respect of such share, less the product determined by multiplying the number of Merger Shares issuable with respect to such share pursuant to clause (i) above by the Average Price; and (iii) an amount in cash equal to the Cash Merger Consideration. (b) All Each Preferred Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Preferred Shares held in the Company’s treasury) owned of record by a holder that is not a Qualifying Holder shall be converted into and represent the right to receive an amount in cash equal to the sum of: (i) the Series A Liquidation Preference Payments in respect of such share (the “Cash Preference Payment”), and (ii) the Cash Merger Consideration. (c) Each Common Share issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares and Common Shares held in the Company’s treasury) shall be converted into and represent the right to receive the Cash Merger Consideration. (d) At the Closing, as contemplated by Section 1.10, the Company shall withhold, and deposit in escrow pursuant to the Escrow Agreement, all of the shares Merger Shares otherwise issuable to holders of Preferred Shares pursuant to Section 1.5(a)(i) (the “Escrow Shares”). (e) In determining the aggregate number of Merger Shares issuable to each holder under Section 1.5(a)(i) above and the cash payable to such holder pursuant to Section 1.5(a)(ii), all Merger Shares issuable to each holder with respect to its Preferred Shares shall be aggregated before determining fractional shares. (f) For the avoidance of doubt, the maximum amount of consideration payable by the Buyer to holders of capital stock, no Options and Warrants of the Company pursuant to this Section 1.5 and Section 1.9 shall be: (i) a number of Merger Shares equal to $6,000,000 divided by the Average Price, and (ii) cash in the amount of $51,850,000, less the sum of the Transaction Expenses, and Existing SVB Debt (the “Maximum Cash Consideration”), and this Agreement shall be construed in accordance with the foregoing intent. (g) Each Company Share held in the Company’s treasury immediately prior to the Effective Time shall be cancelled and retired without payment of any consideration therefor. (h) Each share of common stock, $.001 par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) Transitory Subsidiary issued and outstanding at immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and exchanged for thereafter evidence one share of common stock, $.001 par value per share, of the right to receive:Surviving Corporation. (i) Each of Buyer and the number Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Premiere Stock determined capital stock of the Company such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any other applicable Tax law (including as contemplated by dividing (A) Section 4.10). To the product of .9 multiplied extent that amounts are so withheld by the Company Purchase PriceSurviving Corporation or Buyer, as the case may be, such withheld amounts (i) shall be remitted by (B) Buyer or the Average Closing Price; and Surviving Corporation, as the case may be, to the applicable Governmental Entity and (ii) shall be treated for all purposes of this Agreement as having been paid to the number holder of the shares of Premiere Stock determined by dividing (A) capital stock of the product Company in respect of .1 multiplied which such deduction and withholding was made by the Company Purchase PriceSurviving Corporation or Buyer, by (B) as the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described hereincase may be. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at (a) At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto holder thereof: (i) each share of Company Common Stock outstanding immediately prior to the Effective Time shall, except as otherwise provided in Section 2.2(a)(iii) or 2.2(a)(iv), be converted into the shareholders of any right to receive an amount in cash equal to the Merger Consideration, payable in cash upon surrender of the parties heretocertificate that formerly evidenced such share of Company Common Stock (a “Certificate”) in the manner provided in Section 2.3; (ii) each share of common stock, par value $___ per share, of MergerCo (“MergerCo Common Stock”) outstanding immediately prior to the shares of the constituent corporations of the Merger 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 follows:the share so converted and the shares so converted shall constitute the only outstanding shares of capital stock of the Surviving Corporation; (aiii) Each share of Premiere Stock and each share of Merger Corp common Company Common Stock held by the Company as treasury stock issued immediately prior to the Effective Time shall be canceled, and outstanding no payment shall be made with respect thereto; provided, that shares of Company Common Stock held by the Company or its Subsidiaries in trust accounts, managed accounts, investment accounts and the like shall not be cancelled and shall be treated in accordance with Section 2.2(a)(i); and (iv) No Dissenting Shares shall be converted in the Merger. All such shares shall be canceled and the holders thereof shall thereafter have only such rights as are granted to dissenting stockholders under the DGCL; provided, however, that if any such stockholder fails to perfect his or her rights as a dissenting stockholder with respect to his or her Dissenting Shares in accordance with the DGCL or withdraws or loses such holder’s appraisal rights under the DGCL, the Dissenting Shares held by such stockholder shall, upon the happening of such events, be treated the same as all other holders of Company Common Stock who at the Effective Time held outstanding shares of Company Common Stock. The Company shall remain issued give Buyer prompt notice upon receipt by the Company of any such written demands for payment of the fair value of such shares of the Company Common Stock and outstanding after of withdrawal of such demands and any other instruments provided pursuant to the Effective TimeDGCL. Buyer shall be entitled to participate in any negotiations or proceedings between the Company and any dissenting stockholder and approve any settlement of any demand. (b) All of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares From and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at after the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of Time, all shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock converted pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c2.2(a)(i) Any and all shares of Company Common Stock held as treasury shares by the Company cancelled in accordance with Section 2.2(a)(iii) shall no longer be outstanding and shall automatically be canceled and retired at and shall cease to exist, and each holder of a Certificate shall cease to have any rights with respect thereto, except, in the case of shares of Company Common Stock canceled pursuant to Section 2.2(a)(i), the right to receive the Merger Consideration to which such holder is entitled with respect to the shares of Company Common Stock represented by the Certificate(s) surrendered by such holder pursuant to Section 2.3(b). From and after the Effective Time, and no consideration all certificates representing MergerCo Common Stock shall be issued in exchange therefor. (d) Upon consummation deemed for all purposes to represent only the number of shares of common stock of the Merger, the Owners shall deliver the General Escrow Amount Surviving Corporation into which they were converted in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closingaccordance with Section 2.2(a)(ii).

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby3, at -------------------- the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties heretoparties, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share All shares of Merger Corp common Corp. capital stock issued and outstanding at immediately prior to the Effective Time shall remain issued cease to be outstanding and outstanding after shall be automatically converted, in the Effective Timeaggregate, into ten (10) shares of the common stock, par value of $.01 per share, of the Company. (b) All of the shares of the capital stock, no par value per share, stock of the Company (the "Company Capital Stock") (excluding treasury shares issued and outstanding immediately prior to the Effective Time, excluding shares held by any shareholders of the Company who perfect their statutory dissenters' rights as provided in Section 2.4 3.3 of this Agreement) issued and outstanding at the Effective Time , shall cease to be outstanding and shall be automatically converted into and exchanged for the right for, as to receive: each such shareholder: (i) the number of shares of Premiere Stock determined by dividing right to receive in cash (Ain immediately available funds) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Priceamount indicated in Schedule 3.1 hereto; and and (ii) with respect to certain of ------------ the number Company, the contingent and deferred right to receive Escrow Cash, hereinafter defined, in the percentage (of shares the Escrow Cash) as indicated in Schedule 3.1 hereto. For purposes of Premiere Stock determined by dividing (A) the product of .1 multiplied by foregoing, the Company Purchase Priceterm "Escrow Cash" ------------ means, by (B) with reference to the Average Closing Price Escrow Agreement (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in Agreement"),in substantially the form attached hereto as Exhibit B, which shall 3.3(b) to be executed and delivered by Premiere --------- and the Owners at the ClosingClosing by and among the Recipient (as defined therein), MAPICS and an escrow agent (the "Escrow Agent"), any Escrow Funds, as defined in the Escrow Agreement, remaining on deposit with the Escrow Agent to be disbursed in accordance with the terms of the Escrow Agreement.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and, and then subtracting the number of shares of Premiere Stock to be placed in a specific escrow account as determined by paragraph (iii) of Section 2.2; (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); and (iii) the number of shares of Premiere Stock determined by dividing (A) [0] by (B) the Average Closing Price (the "Specific Escrow Amount"). all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners Owner pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners Owner represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners Owner shall deliver the General Escrow Amount and the Specific Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement Agreements in the form forms attached hereto as Exhibit BB and Exhibit B-1, --------- ----------- which shall be executed and delivered by Premiere --------- and the Owners Owner at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value $___ per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions (i) At and as of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, each Island Share, issued and outstanding immediately prior to the Effective Time other than the Dissenting Shares, shall, by virtue of the Merger and without any action on the part of the parties hereto or Island Stockholders, be converted into and represent the shareholders of any of the parties hereto, the shares of the constituent corporations right to receive a portion of the Merger Consideration calculated as provided in ss.2.6(ii) and deliverable to the holder of record thereof, without interest thereon, upon surrender of the Certificate representing such Island Share. (ii) Subject to any adjustments made to the amount of the Merger Consideration pursuant to ss. 2.6(iv), each holder of: a) Island Options as of the Effective Time, with respect to each group of Island Options held by such holder which are exercisable on the same terms, shall be converted receive a portion of the Merger Consideration equal to: (i) the Merger Consideration divided by the Total Equities; (ii) minus the Option Price for such Island Options held by that holder; (iii) multiplied by the number of Island Shares issuable on the exercise of the Island Options in each group of Island Options held by that holder; (iv) divided by the Merger Consideration; and (v) multiplied by the number of Bancorp Shares comprising the Bancorp Purchase Stock. The foregoing is expressed as a formula as follows:: Merger Consideration Option Price Island Shares Issuable . Merger Total Equities - per Island x for Island Options - Consideration Share Held by Holder . x Number of Shares Comprising ____ Bancorp Shares deliverable to Bancorp Purchase Stock ____ each Holder of Island Options (ab) Each share Island Shares as of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All receive for each Island Share, a portion of the shares Merger Consideration equal to the quotient of the capital stock, no par value per share, Merger Consideration less the aggregate portions of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 Merger Consideration deliverable to the holders of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; andIsland (ii) The number of Bancorp Shares comprising the Bancorp Purchase Stock shall be calculated by dividing the Merger Consideration by the Market Value and rounding to nearest whole Bancorp Share. (iii) The Merger Consideration described in Section 2.6(ii) shall be decreased by an amount equal to the product of multiplying the difference between Island Initial Equity and Island Closing Equity times one point six seven (1.67) if Island Initial Equity is greater than Island Closing Equity. In the event that the Actual Value initially calculated as provided elsewhere in this Agreement is less than Sixteen Million Five Hundred Thousand and no/100 Dollars ($16,500,000.00), Bancorp shall have the option of increasing the number of Bancorp shares included in the Bancorp Purchase Stock so that the Actual Value of Premiere the Bancorp Purchase Stock determined by dividing is not less than Sixteen Million Five Hundred Thousand and no/100 Dollars (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"$16,500,000.00). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent If Bancorp has not been adjusted in contemplation advised Island of Bancorp's intention to increase the transactions described hereinActual Value to Sixteen Million Five Hundred Thousand and no/100 Dollars ($16,500,000.00) by 5:00 p.m. on the business day following the Valuation Date, Island shall have the option to terminate this Agreement by written notice received by Bancorp not later than 5:00 p.m. on the sixth (6th) day after the Valuation Date. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at At the Effective Time, by virtue of the Merger and without any action on the part of Merger Sub, the parties hereto Company or the shareholders holders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as followsfollowing securities: (a) Each share Share issued and outstanding immediately prior to the Effective Time (other than Shares owned directly by Parent or Merger Sub) shall be canceled and, subject to Section 2.4(d), shall be converted automatically into the right to receive from the Company an amount equal to $34.50 in cash (the "Merger Consideration") payable, without interest, to the holder of Premiere Stock such Share, upon surrender, in the manner provided in Section 2.6, of the certificate that formerly evidenced such Share; (b) Each Share issued and outstanding immediately prior to the Effective Time owned directly by Parent or Merger Sub and each Share that is owned by the Company as treasury stock shall be canceled and no payment or distribution shall be made with respect thereto; (c) each share of Common Stock, par value $.01 per share, of Merger Corp common stock Sub issued and outstanding at immediately prior to the Effective Time shall remain issued be converted into and outstanding after the Effective Time. become one (b1) All validly issued, fully paid and nonassessable share of the shares of the capital stockCommon Stock, no par value $.01 per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding Surviving Corporation and shall be converted into and exchanged for constitute the right to receive: (i) the number of only outstanding shares of Premiere Stock determined by dividing (A) capital stock of the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing PriceSurviving Corporation; and (iid) anything in this Agreement to the number contrary notwithstanding, any issued and outstanding Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of shares Delaware Law concerning the right of Premiere Stock determined by dividing (A) holders of Shares to dissent from the product Merger and require appraisal of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined their Shares in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation 262 of the transactions Delaware Law (the Shares held by such a Dissenting Stockholder, "Dissenting Shares") shall not be converted as described herein. (cin Section 2.4(a) Any and all shares of Company Common Stock held as treasury shares hereof but shall become, by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation virtue of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form right to the Escrow Agent receive such consideration as may be determined to be held in escrow due to such Dissenting Stockholder pursuant to Delaware Law. If, after the terms and conditions Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in each case pursuant to Section 262 of the Escrow Agreement in the form attached hereto as Exhibit BDelaware Law, which such Shares shall be executed deemed to have been converted as of the Effective Time into the right to receive, upon surrender of the certificates evidencing such Shares in accordance with Section 2.6 hereof, the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares received by the Company and delivered by Premiere --------- (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the Owners at the Closingprior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Conversion of Shares. At the Effective Time and by virtue of the Merger: (a) Subject to the provisions of this Section 2.22.5, -------------------- and as subject to adjustment as provided in consideration for the transactions contemplated herebySection 2.6(d) below, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock NIOR Share issued and outstanding at immediately prior to the Effective Time shall remain issued will be converted into and constitute, in accordance with the terms hereof, the following consideration (as so elected and adjusted, the “Merger Consideration”): (i) for each NIOR Share with respect to which an election to receive cash pursuant to Section 2.6 has been effectively made and not revoked (a “Cash Election”), the right to receive cash, without interest, in an amount equal to $9.22 (the “Cash Consideration”); or (ii) for each NIOR Share with respect to which an election to receive NS REIT Shares pursuant to Section 2.6 has been effectively made and not revoked (a “Stock Election”), and conditioned upon each so electing NIOR Stockholder making certain representations and warranties with respect to their status as Accredited Investors in the Election Form, 1.02444444 NS REIT Shares for every one NIOR Share (such ratio of NS REIT Shares to one NIOR Share is referred to herein as the “Conversion Ratio,” as such Conversion Ratio may be further equitably adjusted in the event of any stock split, stock dividend, reverse stock split, or other change in the number of NIOR Shares outstanding after between the Effective Timedate of this Agreement and the Closing Date) (the “Stock Consideration”). (b) All of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury With respect to those NIOR Stockholders owning multiple shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at which a Stock Election has been made to receive the Effective Time shall cease to be outstanding and shall be converted into and exchanged Stock Consideration for the right to receive: (i) the a certain number of shares such NIOR Stockholder’s NIOR Shares and a Cash Election has been made for all other of Premiere Stock determined by dividing such NIOR Stockholder’s NIOR Shares (a “Mixed Election”): (A) the product of .9 Conversion Ratio multiplied by the Company Purchase Price, by number of NIOR Shares in respect of which a Stock Election is made to receive Stock Consideration and (B) the Average Closing Price; and (ii) the number cash, without interest, in an amount equal to $9.22 per NIOR Share for all remaining NIOR Shares of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described hereinsuch electing NIOR Stockholder. (c) Any No Non-Accredited NIOR Stockholder and all shares no holder of Company Common Stock held Non-Election Shares (as treasury shares by the Company defined below) shall be canceled and retired at eligible to receive the Effective TimeStock Consideration, and no consideration All Non-Accredited NIOR Stockholders and holders of Non-Election Shares shall be issued required instead to receive only the Cash Consideration in exchange thereforrespect of the NIOR Shares held by them. (d) Upon consummation Each NS REIT Share issued and outstanding at and as of the Effective Time will remain issued and outstanding and unaffected by the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. (A) Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby1.9(c), at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the parties hereto Company or the shareholders of any stockholder of the parties heretoCompany each share of the Company Stock (as defined below) outstanding immediately prior to the Effective Time shall be converted into the right to receive shares of the Common Stock (par value $0.001 per share) of Parent ("Parent Common Stock") valued at $1 per share; provided that, the number of shares of Parent Common Stock issued under Section 1.6(a), when added to the shares of Parent Common Stock issuable to: (x) the constituent corporations holders of Company Options (as defined below) pursuant to Section 1.7; (y) the holders of the Merger Company Warrants (as defined below) pursuant to Section 3.9; and (z) the holders of the Company Promissory Notes (as defined below) pursuant to Section 3.9; shall be converted equal 14,000,000 shares, less on a dollar for dollar basis: (i) the amount of the indebtedness listed on EXHIBIT D; (ii) the outstanding principal amount and accrued interest as of the Effective Time of the Promissory Note, dated September 14, 2000, made and delivered by the Company to Parent in the original principal amount of $500,000; (iii) the outstanding principal amount and accrued interest as of the Effective Time of any additional working capital loans made by Parent or any other individual or Entity to the Company prior to the Closing; (iv) the amount of any payments made with respect to Dissenting Shares pursuant to section 1.11; (v) the amount of legal fees and expenses owed by the Company to ▇▇▇▇, ▇▇▇▇, ▇▇▇▇ & Friedenrich, LLP through the Closing; and (vii) the amount of any payments, fees or expenses (including legal fees and expenses) made or owed by the Company with respect to Druml Litigation (as defined below); as follows: (aI) Each share the holders of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, Series A Preferred Stock (no par value per share, ) of the Company (the "Company StockCOMPANY SERIES A STOCK") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at immediately prior to the Effective Time shall cease to be outstanding Time, pari pasu with the holders of the Company Series B Stock (as defined below) and the Company Series C Stock (as defined below), shall be converted into and exchanged for the right to receive: (ireceive a pro rata portion of the shares of Parent Common Stock that are issuable at the Closing pursuant to the first paragraph of this Section 1.6(a) based upon a liquidation preference of $1.00 per share and shall participate in the number distribution of shares of Premiere Parent Common Stock determined by dividing to the holders of Company Common Stock (Aas defined below) pursuant to Section 1.6(a)(iv); (II) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number holders of shares of Premiere the Series B Preferred Stock determined by dividing (Ano par value per share) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow AmountCOMPANY SERIES B STOCK") outstanding immediately prior to the Effective Time, pari pasu with the holders of the Company Series A Stock and the Company Series C Stock, shall be converted into the right to receive a pro-rata portion of the shares of Parent Common Stock that are issuable at the Closing pursuant to the first paragraph of this Section 1.6(a) based upon a liquidation preference of $1.00 per share and shall participate in the distribution of shares of Parent Common Stock to the holders of Company Common Stock (as defined below) pursuant to Section 1 .6(a)(iv); all as determined in accordance with Section 2.3 below ; (collectively, III) the holders of shares of the Series C Preferred Stock (no par value per share) of the Company (the "ConsiderationCOMPANY SERIES C STOCK"). Subject ) outstanding immediately prior to Section 2.2(d) belowthe Effective Time, pari pasu with the Consideration holders of the Company Series A Stock and the Company Series C Stock, shall be converted into the right to receive a pro-rata portion of the shares of Parent Common Stock that are issuable at the Closing pursuant to the Owners pro rata first paragraph of this Section 1.6(a) based upon a liquidation preference of $2.00 per share and shall participate in accordance with their ownership the distribution of shares of Parent Common Stock to the holders of Company Common Stock pursuant to Section 2.61 .6(a)(iv); (IV) after the distributions of shares of Parent Common Stock to the holders of Company Series A Stock, which ownership Company Series B Stock, and Company Series C Stock pursuant to Sections l.6(a)(i), l.6(a)(ii), and 1.6(a)(iii), the Owners represent has not been adjusted in contemplation holders of shares of the transactions described hereinCommon Stock (no par value per share) of the Company (the "COMPANY COMMON STOCK") outstanding immediately prior to the Effective Time, along with (on a pari pasu basis) the holders of the Company Series A Stock, the Company Series B Stock, and the Company Series C Stock, shall be converted into the right to receive a pro rata portion of the remaining shares of Parent Common Stock that are issuable at the Closing pursuant to the first paragraph of this Section 1.6 (a); (V) each share of the Common Stock (par value $0.00 1 per share) of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one share of Common Stock of the Surviving Corporation; and (VI) all calculations under this Section 1.6(a) shall be rounded up or down, as the case may be, to the nearest whole share of Company Common Stock. (cB) Any If Parent at any time or from time to time between the date of this Agreement and all the Effective Time declares or pays any dividend on Parent Common Stock payable in Parent Common Stock or in any right to acquire Parent Common Stock, or effects a subdivision of the outstanding shares of Parent Common Stock into a greater number of shares of Parent Common Stock (by stock dividends, combinations, splits, recapitalizations and the like), or in the event the outstanding shares of Parent Common Stock shall be combined or consolidated, by reclassification or otherwise, into a lesser number of shares of Parent Common Stock, then the number of shares of Parent Common Stock issuable pursuant to Sections 16(a)(i), 1.6(a)(ii), 1.6(a)(iii), and 1.6(a)(iv) shall be appropriately adjusted. (C) If any shares of Company Common Stock, Company Series A Stock, Company Series B Stock, or Company Series C Stock held as treasury shares by outstanding immediately prior to the Effective Time are unvested or 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 shall be canceled and retired at as listed on Part 2.10 of the Effective TimeCompany Disclosure Schedule, and no consideration shall be then the shares of Parent Common Stock issued in exchange thereforfor such shares of Company Common Stock, Company Series A Stock, Company Series B Stock, or Company Series C Stock will also be unvested and/or subject to the same repurchase option, risk of forfeiture or other condition, and the certificates representing such shares of Parent Common Stock may accordingly be marked with appropriate legends. (dD) Upon consummation A portion of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions shares of the Escrow Agreement Parent Common Stock issued in the form attached hereto as Exhibit B, which Merger shall be executed delivered into escrow and delivered by Premiere --------- and the Owners at the Closingheld as specified in Section 1.9 hereof.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue As a result of the Merger and without any action on the part of Owners, as the parties hereto or the shareholders holders of any all of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value per share, stock of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below GFI (collectively, the "ConsiderationSHARES"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation all of the transactions described herein. (c) Any Shares and all rights in respect thereof shall (subject to ABEV's and Subsidiary's rights to indemnification as provided in Section 13 hereof) be exchanged for and converted into an aggregate of Five Hundred Seventy Three Thousand Eight Hundred Ten (573,810) shares of Company Common Stock held as treasury shares by ABEV's common stock (the Company shall be canceled and retired at "ABEV STOCK"), Subsidiary's promissory note (the Effective Time, and no consideration shall be issued "NOTE") in exchange therefor. (d) Upon consummation the principal amount of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement $200,000 in the form of SCHEDULE A, attached hereto as Exhibit Bhereto, and cash (the "CASH") in the amount of SEVEN HUNDRED THOUSAND DOLLARS ($700,000.00) plus interest thereon at the rate of seven per cent (7%) per annum accrued from October 1, 1996 to the Closing Date plus a reimbursement (the "REIMBURSEMENT") of all funds incurred by GFI in connection with work done with respect to GFI's cooking line, which expenses shall first be approved by ABEV, payable as set forth below. The ABEV Stock, the Cash and the Reimbursement is hereinafter sometimes referred to together as the "MERGER CONSIDERATION". Each share of ABEV Stock shall be executed fully paid and delivered by Premiere --------- non-assessable. From and after the Closing, the certificates representing the Shares shall evidence ownership in ABEV and the Owners right to receive the Cash and the Reimbursement on the basis set forth in the foregoing paragraph, and the conversion shall be complete and effective at the ClosingClosing without regard to the date on which the Shares are surrendered for exchange for certificates representing the ABEV Stock. The ABEV Stock will be subject to the restrictions and conditions set forth in Section 121 hereof and the certificates representing the ABEV Stock shall contain a legend to reflect such restrictions and conditions.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value per sharecapital stock, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value $1.00 per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to At and as of the provisions of this Section 2.2Effective Time, -------------------- and in consideration for the Capital Stock and in full payment therefor, each Company Share shall be converted into the right to receive its pro rata share of (i) Two Hundred Forty Thousand Dollars ($240,000) (the "Cash Consideration") and (ii) an aggregate of 300,000 shares of Purchaser Common Stock (the "Equity Consideration," together with the Cash Consideration, hereinafter referred to collectively as the "Purchase Price"), subject to the adjustments to the Purchase Price set out in Section 1.3. All shares of Purchaser Common Stock issued as herein described shall have identical rights as to dividends, voting and all other matters. Except as expressly provided in this Agreement, there shall be no other consideration paid to or for the account of the Company Shareholders in connection with or relating to the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto. However, the shares Equity Consideration shall be subject to equitable adjustment in the event of a stock split, stock dividend, reverse stock split, or other change in the constituent corporations number of the Merger Purchaser Shares outstanding. Each Dissenting Share shall be converted as follows: (ainto the right to receive payment from the Surviving Corporation with respect thereto in accordance with the provisions set forth in Section 1.5. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 1.2(e) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of . No fractional Purchaser Shares shall be issued, and, to the extent that any shareholder would be entitled to receive fractional shares of the capital stockPurchaser Common Stock pursuant this Section, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Purchaser Shares that such Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject Shareholder is entitled to Section 2.2(d) below, the Consideration receive shall be issuable rounded down to the Owners pro rata in accordance with their ownership next lower whole number. Any such fractional share interests will not entitle the holder thereof to vote or to any rights of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation a shareholder of the transactions described hereinPurchaser. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject At the Effective Time of the Merger: -------------------- (a) Each share of Signature Common Stock issued and outstanding immediately prior to the provisions Effective Time of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective TimeMerger shall, by virtue of the Merger and without any action on the part of the parties hereto or holder thereof, be converted into one-half of one fully paid and nonassessable share of ▇▇▇▇▇▇▇ Common Stock and the shareholders right to receive cash in the amount of any $1.50 less the amount of the parties hereto, per share extraordinary dividend paid for the purpose of distributing any current and anticipated undistributed Earnings and Profits of Signature as contemplated by Section 4.21. No fractional shares of ▇▇▇▇▇▇▇ Common Stock shall be issued. Any holder of Signature Common Stock who, at the constituent corporations Effective Time of the Merger, otherwise becomes entitled to receive a fractional share of ▇▇▇▇▇▇▇ Common Stock shall, in lieu thereof, be entitled to receive cash equal to such fraction multiplied by the average of the per share closing prices for the ▇▇▇▇▇▇▇ Common Stock (the "Average Price") on the Nasdaq National Market for the five (5) consecutive trading days ending on the last trading day of the calendar week preceding the calendar week of the Effective Time of the Merger. (b) Each share of Signature Preferred Stock shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one share of ▇▇▇▇▇▇▇ Series S Preferred Stock which shall have the rights, preferences and terms set forth in the Designation of Preferences, Rights, Privileges and Restrictions of $1.70 Series S Cumulative Preferred Stock set forth in the Articles of Amendment of the ▇▇▇▇▇▇▇ Articles of Incorporation to be filed with the Secretary of State of Georgia and attached hereto as Exhibit A-1. (c) Each share of Signature Common Stock held in the treasury of Signature immediately prior to the Effective Time of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stockcanceled, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided without any payment or other distribution in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange thereforrespect thereof. (d) Upon consummation At the Effective Time of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions each outstanding certificate which theretofore represented shares of the Escrow Agreement in the form attached hereto as Exhibit B, which Signature Common Stock (and associated Rights) shall be executed deemed for all purposes to evidence ownership of and delivered by Premiere --------- to represent that number of shares of ▇▇▇▇▇▇▇ Common Stock and the Owners right to receive the cash payment into which the shares of the Signature Common Stock represented thereby shall have been converted and all Rights associated with such shares of Signature Common Stock shall be thereby canceled and shall cease to exist. Also, at the ClosingEffective Time of the Merger, each outstanding certificate which theretofore represented shares of the Signature Preferred Stock shall be deemed for all purposes to evidence ownership of and to represent that number of shares of ▇▇▇▇▇▇▇ Preferred Stock into which the shares of the Signature Preferred Stock represented thereby shall have been converted.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at (a) At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto Purchaser, the Company, Merger Sub or any holder of Common Shares, each Common Share issued and outstanding immediately prior to the shareholders Effective Time, including any shares of restricted stock issued pursuant to the Stock Plans (other than (1) any Common Shares held (i) by Purchaser (the “Purchaser Shares”) or (ii) in the treasury of the parties hereto, the shares Company or by any wholly-owned Subsidiary of the constituent corporations Company, (2) any Common Shares held by LFSRI II Assisted Living LLC (“LFSRI Shares”) as a result of the exercise of that certain warrant to purchase Common Shares dated April 24, 2000 (the “LFSRI Warrant”), and (3) Dissenting Shares (as defined below)), shall be cancelled and retired and shall be converted into the right to receive pursuant to Section 1.3 $3.90 in cash per share, without interest thereon (the “Merger Consideration”), payable to the holder thereof upon surrender of the certificate formerly representing such Common Share or any replacement certificates representing such Common Shares as may be obtained from the transfer agent of the Company. At the Effective Time, by virtue of the Merger and without any action on the part of the Purchaser, the Company, Merger Sub or any holder of Common Shares, (i) all of the LFSRI Shares and Common Shares held in the treasury of the Company or by any wholly-owned Subsidiary of the Company shall be cancelled and retired and no payment shall be made with respect thereto, (ii) all of the Dissenting Shares shall be cancelled and retired and, so long as such holders of Dissenting Shares comply with the provisions of Section 262 of the DGCL, the Dissenting Shares shall be converted into the right to receive such consideration as follows: may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL, and (aiii) Each share all of Premiere Stock and each share of Merger Corp common stock issued and the Purchaser Shares outstanding at immediately prior to the Effective Time shall remain issued collectively represent at and outstanding after the Effective TimeTime 1,000 shares of common stock, par value $.01 per share, of the Surviving Corporation and no payment of Merger Consideration shall be made in respect of any Purchaser Share. (b) All At the Effective Time, each share of the shares common stock of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) Merger Sub issued and outstanding at prior to the Effective Time shall cease to be outstanding automatically cancelled and no payment shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance made with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described hereinrespect thereto. (c) Any For purposes of this Agreement, “Dissenting Shares” means any Common Shares outstanding immediately prior to the Effective Time and all shares held by a holder who has not voted in favor of Company the Merger and who has timely demanded and perfected the right for appraisal for such Common Stock held Shares in accordance with Section 262 of the DGCL. Such Dissenting Shares shall not be converted into the right to receive the Merger Consideration as treasury shares by provided in Section 1.2(a) hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under the Company DGCL. Such holder of Dissenting Shares shall be canceled and retired at entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of the DGCL, provided that such holder complies with the provisions of Section 262 of the DGCL. If, after the Effective Time, and no consideration any such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal, such Dissenting Shares shall be issued in exchange therefor. (d) Upon consummation treated as if they had been converted as of the MergerEffective Time into a right to receive the Merger Consideration. Prior to the Effective Time, the Owners Company shall deliver give Purchaser prompt notice of any demands received by the General Escrow Amount Company for appraisal of Common Shares, and Purchaser shall have the right to participate in negotiable form all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Purchaser, make any payment prior to the Escrow Agent Effective Time with respect to, or settle or offer to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit Bsettle, which shall be executed and delivered by Premiere --------- and the Owners at the Closingor otherwise negotiate, any such demands.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at At the Effective Time, by virtue of the Merger Merger, and without any action on the part of the parties hereto Parent, Merger Sub, Company or the shareholders holders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as followsfollowing securities: (a) Each share of Premiere Company Common Stock and each share of Merger Corp common stock issued and outstanding at immediately before the Effective Time (excluding fractional shares and shares of Company Common Stock, if any, held (i) by Persons who have not voted such shares for approval of the Merger and with respect to which such Persons shall remain issued have perfected dissenters' rights in accordance with Delaware Law ("COMMON DISSENTING SHARES"), (ii) by Parent or any Parent Subsidiary or (iii) in the treasury of Company) shall be converted into and outstanding after exchangeable for (subject to the Effective Timeprovisions of Section 3.04) that number of shares of Parent Common Stock equal to (1) the Aggregate Parent Distributable Share Number divided by (2) the Company Aggregate Share Number (the "EXCHANGE RATIO"). (b) All Each share of Company Series A Preferred Stock issued and outstanding immediately before the Effective Time (excluding shares of Company Series A Preferred Stock, if any, held (i) by Persons who have not voted such shares for approval of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares Merger and excluding shares held by shareholders who perfect their statutory with respect to which such Persons shall have perfected dissenters' rights as provided in Section 2.4 accordance with Delaware Law ("SERIES A PREFERRED DISSENTING Shares"), (ii) by Parent or any Parent Subsidiary or (iii) in the treasury of this AgreementCompany) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged exchangeable for (subject to the right provisions of Section 3.04) that number of shares of Parent Common Stock equal to receive: (i1) the number of shares of Premiere Company Common Stock determined into which each share of Company Series A Preferred Stock is convertible immediately prior to the Effective Time, multiplied by dividing (A2) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; andExchange Ratio. (c) Each share of Company Series B Preferred Stock issued and outstanding immediately before the Effective Time (excluding shares of Company Series B Preferred Stock, if any, held (i) 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 ("SERIES B PREFERRED DISSENTING SHARES" and, collectively with any Common Dissenting Shares and Series A Preferred Dissenting Shares, "DISSENTING SHARES"), (ii) by Parent or any Parent Subsidiary or (iii) in the treasury of Company) shall be converted into and exchangeable for (subject to the provisions of Section 3.04) that number of shares of Parent Common Stock equal to (1) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, into which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares each share of Company Common Series B Preferred Stock held as treasury shares by the Company shall be canceled and retired at is convertible immediately prior to the Effective Time, and no consideration shall be issued in exchange thereformultiplied by (2) the Exchange Ratio. (d) Upon consummation Each issued and outstanding share of capital stock of Merger Sub shall be converted into and become one fully paid and nonassessable share of common stock of the MergerSurviving Corporation. From and after the Effective Time, each outstanding certificate theretofore representing shares of Merger Sub common stock shall be deemed for all purposes to evidence ownership of and to represent the Owners number of shares of Surviving Corporation common stock into which such shares of Merger Sub common stock shall deliver the General Escrow Amount in negotiable form have been converted. (e) Each share of Parent Common Stock issued and outstanding immediately prior to the Escrow Agent to Effective Time shall remain an issued and outstanding share of common stock of Parent and shall not be held in escrow pursuant to affected by the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the ClosingMerger.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and; (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); and (iii) the number of shares of Premiere Stock received by the Company pursuant to the Agreement and Plan of Merger of even date herewith among Premiere, PTEK Merger Corporation, Voice-Tel Enterprises, Inc. ("VTE") and the Stockholders of VTE (the "VTE Merger Agreement") including those held in escrow pursuant to the General Escrow Agreement or the Specific Escrow Agreement (as defined in the VTE Merger Agreement); provided, however, that the number of shares of Premiere Stock held in escrow pursuant to the VTE Merger Agreement shall be held in escrow pursuant to the terms and conditions of the Escrow Agreement described in Section 2.2(d) below. all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock as of the Closing Date pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto any Party or the shareholders holder of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as followsfollowing securities: (a) a. Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value per share, of the Company (the "Company StockShares") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at immediately prior to the Effective Time shall cease to be outstanding (other than Company Shares owned beneficially by the Buyer or the Transitory Subsidiary and Company Shares held in the Company's treasury) shall be converted into and exchanged for represent the right to receive: receive (isubject to the provisions of Section 1.9) the such number of shares of Premiere Stock determined by dividing common stock, $.01 par value per share, of the Buyer (Athe "Buyer Common Stock") as is equal to the Conversion Ratio. The "Conversion Ratio" shall be equal to a fraction, (x) the product numerator of .9 multiplied by the Company Purchase Price, by which shall be 1,000,000 and (By) the Average Closing Price; and (ii) denominator of which shall be the number of Company Shares issued and outstanding immediately prior to the Effective Time (other than Company Shares held in the Company's treasury). The Conversion Ratio shall be subject to equitable adjustment in the event of any stock split, stock dividend, reverse stock split or similar event affecting the Buyer Common Stock between the date of this Agreement and the Effective Time. The Stockholders, who represent all of the stockholders of record of the Company, shall be entitled to receive immediately 90% of the shares of Premiere Buyer Common Stock determined by dividing (Ainto which their Company Shares were converted pursuant to this Section 1.5(a) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow AmountInitial Shares"); all as determined in accordance with the remaining 10% of the shares of Buyer Common Stock into which Company Shares were converted pursuant to this Section 2.3 below 1.5(a) (collectively, the "ConsiderationEscrow Shares"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- Agreement. The Initial Shares and the Owners at Escrow Shares shall together be referred to herein as the Closing"Merger Shares."

Conversion of Shares. Subject to the provisions As of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders any holder of any shares of capital stock of the parties heretoCompany, the shares of the constituent corporations of the Merger shall be converted as follows: Holdings, Sporting or Acquisition: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stockCommon Stock, no par value $.01 per share, of the Company ("Company Voting Stock") and each share of Class A Common Stock, par value $.01 per share, of the Company (excluding treasury shares "Company Non-Voting Stock" and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreementtogether with the Company Voting Stock, the "Company Common Stock") issued and outstanding at immediately prior to the Effective Time shall cease to be outstanding converted into, and shall be converted into and exchanged for thereafter represent only, the right to receive: receive the Conversion Number (as herein defined) of duly issued, validly authorized, fully paid and nonassessable shares of Common Stock, par value $.01 per share, of Holdings ("Holdings Common Stock"). For purposes hereof, the "Conversion Number" shall mean Holdings' Share Consideration (as defined below) divided by the Company's "Equivalent Shares Outstanding." "Equivalent Shares Outstanding" shall mean the number of shares of common stock (of any class) of Holdings or the Company, as the case may be, outstanding, including the number of shares of common stock (of any class) outstanding pursuant to any restricted stock plan, plus the number of Equivalent Option Shares of Holdings or the Company, as applicable. "Equivalent Option Shares" shall be the quotient of (a) the result of (i) the product of (x) the number of shares of Premiere common stock purchasable upon exercise of outstanding options (whether or not vested) with exercise prices less than the applicable Closing Price of Holdings or the Company, as the case may be, multiplied by (y) the applicable Closing Price minus (ii) the sum of the exercise prices of all such options included in clause (i) divided by (b) the Closing Price of Holdings or the Company, as applicable. The "Closing Price" of the Company shall be the weighted average of the closing prices of the Company Voting Stock determined by dividing and the Company Non-Voting Stock each as reported on the Nasdaq National Market. The "Closing Price" of Holdings shall be the quotient of (Aa) the product of .9 2.636364 multiplied by the Closing Price of the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, Company's Equivalent Shares Outstanding divided by (B) the Average Closing Price (the "General Escrow Amount"b); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated herebyArticle 3, at -------------------- the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties heretoholders thereof, the shares of the constituent corporations of the Merger SNB and CROSSROADS shall be converted as follows: (a) Each share of Premiere SNB Common Stock and each share of Merger Corp common stock issued and outstanding at immediately prior to the Effective Time shall remain issued and outstanding from and after the Effective Time. (b) All of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding Each Outstanding CROSSROADS Share shall auto-matically be converted at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: receive that number of shares of SNB Common Stock (plus cash in lieu of fractional shares pursuant to subsection (d) below, if applicable) equal to (i) 846,748 divided by (ii) the aggregate number of Outstanding CROSSROADS Shares (the "Exchange Ratio"); provided, however, if the number of shares of Premiere Stock determined by dividing (A) Crossroads outstanding at closing is 291,982 shares the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration Exchange Ratio shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein2.9. (c) Any and all In accordance with the provisions of this Section 3.1, each CROSSROADS shareholder who does not dissent shall receive the number of shares (or such fraction of Company a share, subject to subsection (d) below) of SNB Common Stock held as treasury shares by the Company that shall be canceled and retired at equal to (i) the Exchange Ratio multiplied by (ii) the ---------- -- aggregate number of Outstanding CROSSROADS Shares such shareholder holds as of the Effective Time, and no consideration shall be issued in exchange thereforTime (the "Merger Consideration"). (d) Upon consummation Notwithstanding any other provision of the Mergerthis Agreement, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow each holder of shares of CROSSROADS Common Stock exchanged pursuant to the terms and conditions Merger who would otherwise have been entitled to receive a fraction of a share of SNB Common Stock (after taking into account all certificates delivered by such holder) shall receive, in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of SNB Common Stock multiplied by $52.20. No such holder will be entitled to dividends, voting rights, or any other rights as a shareholder in respect of any fractional shares. (e) Each share of the Escrow Agreement CROSSROADS Common Stock that is not an Outstanding CROSSROADS Shares as of the Effective Time shall be canceled without consideration therefor. (f) Outstanding CROSSROADS Shares held by CROSSROADS shareholders who, prior to the Effective Time, have met the requirements of Article 13 of the GBCC with respect to shareholders dissenting from the Merger shall not be converted in the form attached hereto as Exhibit B, which Merger. All such shares shall be executed and delivered by Premiere --------- canceled and the Owners at holders thereof shall thereafter have only such rights as are granted to dissenting shareholders under Article 13 of the ClosingGBCC; provided, however, that if any such shareholder fails to perfect his or her rights as a dissenting shareholder with respect to his or her Outstanding CROSSROADS Shares in accordance with Article 13 of the GBCC, such shares held by such shareholder shall, upon the happening of that event, be treated the same as all other holders of CROSSROADS Common Stock who have not dissented as to the Merger.

Conversion of Shares. Subject (a) Each share of common stock, $.50 par value per share ("Shares"), of LNH issued and outstanding immediately prior to the provisions Effective Time (other than Shares held by LNH as treasury stock or held by EastGroup, which shall be cancelled) shall, by virtue of this Section 2.2the Merger and without any action on the part of any holder thereof, -------------------- be 6 converted into the right to receive a certain amount of newly issued, fully paid and in consideration non-assessable shares of beneficial interest of EastGroup based on an exchange ratio (the "Exchange Ratio") as determined and set forth below. Such shares shall be issuable upon surrender of the certificates formerly representing Shares of LNH. The Exchange Ratio will be determined by dividing the value $8.10 by the average closing price for shares of beneficial interest of EastGroup for the transactions contemplated hereby10 trading days preceding the Closing (as defined in Section 1.7) (the "Closing Price"). No fractional shares of beneficial interest of EastGroup shall be issued. Instead shareholders of LNH will be entitled to receive cash in lieu of fractional shares in an amount based upon the Closing Price, multiplied by the fraction of a share of beneficial interest of EastGroup to which the shareholder would have otherwise been entitled. The shares of beneficial interest of EastGroup issuable in exchange for the Shares of LNH and the cash payment in lieu of fractional shares are referred to herein as the "Merger Consideration." All shares issued to the shareholders of LNH representing the Merger Consideration shall be registered under the Securities Act of 1933, as amended (the "Securities Act"), on a Form S-4 Registration Statement being filed by EastGroup with the Securities and Exchange Commission (the "SEC"). Any shares representing the Merger Consideration held by persons who are affiliates (as that term is defined in SEC Rule 405) of LNH shall bear a legend restricting the transferability of shares pursuant to SEC Rule 145. EastGroup shall have no obligation to keep the Form S-4 Registration Statement effective and it shall expire by its terms on the earlier of (i) ninety (90) days after the Effective Time or (ii) the date that any event occurs which would cause EastGroup to be required to file a post-effective amendment under the Securities Act in order to update the Proxy Statement/Prospectus (as defined in Section 8.10) pursuant to Section 10 of the Securities Act. (b) Each Share held in the treasury of LNH and each Share held by EastGroup immediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties heretoholder thereof, the shares of the constituent corporations of the Merger be cancelled and retired and cease to exist and no payment shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Timemade with respect thereto. (b) All of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at At the Effective Time, by virtue of the Merger -------------------- and without any action on the part of the parties hereto any Party or the shareholders holder of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as followsfollowing securities: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value per share, of the Company (the "Company StockShares") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at immediately prior to the -------------- Effective Time shall cease to be outstanding (other than Company Shares owned beneficially by the Buyer or the Transitory Subsidiary and Company Shares held in the Company's treasury) shall be converted into and exchanged for represent the right to receive: receive (isubject to the provisions of Section 1.10) the such number of shares of Premiere common stock, $.01 par value per share, of the Buyer (the "Buyer Common Stock") as is equal to one share of Buyer ------------------ Common Stock determined multiplied by dividing the Conversion Ratio. The "Conversion Ratio" shall ---------------- be equal to a fraction, (x) the numerator of which shall be (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, $8,232,208 divided by (B) the Average Closing Price (as defined below) and (y) the denominator of which shall be the number of Company Shares issued and outstanding immediately prior to the Effective Time (other than Company Shares held in the Company's treasury). For purposes of this Agreement, "Average ------- Closing Price" means $16.47368, which is the average closing price of the Buyer ------------- Common Stock on the Nasdaq National Market for the nineteen trading days during February 1999. The Stockholders, who represent all of the stockholders of record of the Company, shall be entitled to receive immediately 87% of the shares of Buyer Common Stock into which their Company Shares are converted pursuant to this Section 1.5(a) (the "General Escrow AmountStockholder Initial ------------------- Shares"); all as determined the remaining 13% of the shares of Buyer Common Stock into which -------- Company Shares are converted pursuant to this Section 1.5(a) (the "Stockholder ----------- Escrow Shares") shall be deposited in escrow pursuant to Section 1.10 and shall -------------- be held and disposed of in accordance with Section 2.3 below the terms of the Escrow Agreement. (collectively, b) Each Company Share held in the "Consideration"). Subject Company's treasury immediately prior to Section 2.2(d) below, the Consideration Effective Time and each Company Share owned beneficially by the Buyer or the Transitory Subsidiary shall be issuable to the Owners pro rata in accordance with their ownership cancelled and retired without payment of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described hereinany consideration therefor. (c) Any Each share of common stock, $.01 par value per share, of the Transitory Subsidiary issued and all shares of Company Common Stock held as treasury shares by outstanding immediately prior to the Company Effective Time shall be canceled converted into and retired at the Effective Timethereafter evidence one share of common stock, and no consideration shall be issued in exchange therefor. (d) Upon consummation $0.01 par value per share, of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the ClosingSurviving Corporation.

Conversion of Shares. Subject to At and as of the provisions of this Section 2.2Effective Time, -------------------- and in consideration for the Capital Stock and in full payment therefor, each Company Share shall be converted into the right to receive its pro rata share of (i) Five Hundred Thousand Dollars ($500,000.00) (the "Cash Consideration") and (ii) an aggregate of 330,000 shares of Purchaser Common Stock (the "Equity Consideration," together with the Cash Consideration, hereinafter referred to collectively as the "Purchase Price"), subject to the adjustments to the Purchase Price set out in Section 1.3. All shares of Purchaser Common Stock issued as herein described shall have identical rights as to dividends, voting and all other matters. Except as expressly provided in this Agreement, there shall be no other consideration paid to or for the account of the Company Shareholders in connection with or relating to the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto. However, the shares Equity Consideration shall be subject to equitable adjustment in the event of a stock split, stock dividend, reverse stock split, or other change in the constituent corporations number of the Merger Purchaser Shares outstanding. Each Dissenting Share shall be converted as follows: (ainto the right to receive payment from the Surviving Corporation with respect thereto in accordance with the provisions set forth in Section 1.5. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 1.2(e) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of . No fractional Purchaser Shares shall be issued, and, to the extent that any shareholder would be entitled to receive fractional shares of the capital stockPurchaser Common Stock pursuant this Section, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Purchaser Shares that such Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject Shareholder is entitled to Section 2.2(d) below, the Consideration receive shall be issuable rounded down to the Owners pro rata in accordance with their ownership next lower whole number. Any such fractional share interests will not entitle the holder thereof to vote or to any rights of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation a shareholder of the transactions described hereinPurchaser. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to At and as of the provisions of this Section 2.2Effective Time, -------------------- and in consideration for the Capital Stock and in full payment therefor, each Company Share shall be converted into the right to receive its pro rata share of (i) Five Hundred Thousand Dollars ($500,000.00) (the "Cash Consideration") and (ii) an aggregate of 300,000 shares of Purchaser Common Stock (the "Equity Consideration," together with the Cash Consideration, hereinafter referred to collectively as the "Purchase Price"), subject to the adjustments to the Purchase Price set out in Section 1.3. All shares of Purchaser Common Stock issued as herein described shall have identical rights as to dividends, voting and all other matters. Except as expressly provided in this Agreement, there shall be no other consideration paid to or for the account of the Company Shareholders in connection with or relating to the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto. However, the shares Equity Consideration shall be subject to equitable adjustment in the event of a stock split, stock dividend, reverse stock split, or other change in the constituent corporations number of the Merger Purchaser Shares outstanding. Each Dissenting Share shall be converted as follows: (ainto the right to receive payment from the Surviving Corporation with respect thereto in accordance with the provisions set forth in Section 1.5. No Company Share shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 1.2(e) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of . No fractional Purchaser Shares shall be issued, and, to the extent that any shareholder would be entitled to receive fractional shares of the capital stockPurchaser Common Stock pursuant this Section, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Purchaser Shares that such Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject Shareholder is entitled to Section 2.2(d) below, the Consideration receive shall be issuable rounded down to the Owners pro rata in accordance with their ownership next lower whole number. Any such fractional share interests will not entitle the holder thereof to vote or to any rights of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation a shareholder of the transactions described hereinPurchaser. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount and the Specific Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form forms attached hereto as Exhibit B, respectively, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value $___ per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); , all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement Agreement(s) in the form (s) attached hereto as Exhibit B, which shall be executed and delivered by --------- Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto any Party or the shareholders holder of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as followsfollowing securities: (a) Each share of Premiere Stock and each share of Merger Corp common stock Common Share issued and outstanding at immediately prior to the Effective Time (other than Common Shares owned beneficially by the Buyer or the Transitory Subsidiary and Dissenting Shares) shall remain issued be converted into and outstanding after represent the Effective Timeright to receive (subject to the provisions of Section 1.5(e) and Section 1.11) the Per Share Upfront Common Consideration and the Earnout Consideration payable with respect to such Common Share as described in Section 1.10. Notwithstanding any provision in this Agreement to the contrary, (i) the cash portion of the Per Share Upfront Common Consideration shall be reduced and (ii) the 2 Buyer Common Stock portion of the Per Share Upfront Common Consideration shall be increased, in each case by the same amount, with the additional Buyer Common Stock valued at the Buyer Common Stock Value, to the extent necessary to satisfy the Stock Consideration Requirement (which measurement of Stock Consideration Requirement shall be made in accordance with the definition thereof). (b) All Each Preferred Share issued and outstanding immediately prior to the Effective Time (other than Preferred Shares owned beneficially by the Buyer or the Transitory Subsidiary and Dissenting Shares) shall be converted into and represent the right to receive (subject to the provisions of Section 1.5(e) and Section 1.11) the Per Share Preferred Consideration and the Earnout Consideration payable with respect to such Preferred Share as described in Section 1.10. (c) Subject to Section 1.15, each holder of Common Shares shall receive the Initial Per Share Upfront Common Consideration deliverable with respect to such Common Shares by the Buyer's delivery of (i) such holder's pro rata share of the Upfront Common Cash Consideration based on the number of Common Shares held by such holder immediately prior to the Effective Time as a percentage of the total Common Shares outstanding immediately prior to the Effective Time and (ii) the balance of the Initial Per Share Upfront Common Consideration in shares of Buyer Common Stock valued at the capital Buyer Common Stock Value. (d) Subject to Section 1.15, each holder of Preferred Shares shall receive the Initial Per Share Preferred Consideration deliverable with respect to such Preferred Shares by the Buyer's delivery of (i) such holder's pro rata share of the Upfront Preferred Cash Consideration based on the number of Preferred Shares held by such holder immediately prior to the Effective Time as a percentage of the total Preferred Shares outstanding immediately prior to the Effective Time and (ii) the balance of the Initial Per Share Preferred Consideration in shares of Buyer Common Stock valued at the Buyer Common Stock Value. (e) The "UPFRONT MERGER CONSIDERATION" shall consist of the Upfront Common Consideration payable to the Common Shareholders upon conversion of the Common Shares and the Total Preferred Consideration payable to the Preferred Shareholders upon conversion of the Preferred Shares pursuant to Section 1.5(a) and Section 1.5(b) above. The "ESCROW MERGER CONSIDERATION" shall consist of (i) shares of Buyer Common Stock with an aggregate Buyer Common Stock Value of $11,250,000 (the "GENERAL ESCROW MERGER CONSIDERATION"), of which shares of Buyer Common Stock with an aggregate Buyer Common Stock Value of $3,136,500 shall be withheld from the Upfront Merger Consideration payable to holders of Preferred Shares (the "PREFERRED GENERAL ESCROW CONTRIBUTION") and shares of Buyer Common Stock with an aggregate Buyer Common Stock Value of $8,113,500 shall be withheld from the Upfront Merger Consideration payable to the holders of the Common Shares (the "COMMON GENERAL ESCROW CONTRIBUTION"); and (ii) additional shares of Buyer Common Stock with an aggregate Buyer Common Stock Value of $2,650,000 shall be withheld from the Upfront Merger Consideration payable to the holders of the Common Shares (the "TAX ESCROW MERGER CONSIDERATION"). The Common General Escrow Consideration shall be withheld from the Common Shareholders on a pro rata basis based upon the amount of the Upfront Common Consideration to be received by each such Common Shareholder as a percentage of the total Upfront Common Consideration to be received by all Common Shareholders. The Preferred General Escrow Contribution shall be withheld from the Preferred Shareholders on a pro rata basis based upon the amount of the Total Preferred Consideration to be received by each such holder of Preferred Shares as a percentage of the Total Preferred Consideration. The Tax Escrow Merger Consideration shall be withheld from the Upfront Common Consideration to be received by the Common Shareholders on a pro rata basis based upon the amount of Upfront Common Consideration to be received by each such holder as a percentage of the total Upfront Common Consideration to be received by all such Common Shareholders. The Escrow Merger Consideration shall be deposited into escrow pursuant to Section 1.11 and each Escrow Agreement shall provide for the establishment of sub escrow accounts for each Company Shareholder participating in such Escrow Agreement, which sub escrow account shall be based upon the pro rata percentage of each participant's initial interest in the applicable Escrow Merger Consideration (the "SUB ESCROW ACCOUNTS"). The Escrow Merger Consideration shall be held and disposed of in accordance with the terms of the Escrow Agreements. In the event some or all of the Escrow Merger Consideration is sold pursuant to the Escrow Agreements, all references herein to Escrow Merger Consideration shall mean and include the replacement cash proceeds from sales of such Escrow Merger Consideration. Subject to the preceding sentence, each Indemnifying Shareholder shall be entitled to instruct the Escrow Agent to sell shares of Buyer Common Stock held pursuant to the Escrow Agreements in the manner and amounts as described in the Escrow Agreements. The holders of the Common Shares shall be entitled to receive the remaining Per Share Upfront Common Consideration into which each Common Share was converted pursuant to this Section 1.5 (the "INITIAL PER SHARE UPFRONT COMMON CONSIDERATION") and the holders of the Preferred Shares shall be entitled to receive the remaining Per Share Preferred Consideration into which such Preferred Share was converted pursuant to this Section 1.5 (the "INITIAL PER SHARE PREFERRED CONSIDERATION" and, together with the Initial Per Share Upfront Common Consideration, shall be referred to as the "INITIAL PER SHARE CONSIDERATION"). (f) Each share of common stock, no $.01 par value per share, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) Transitory Subsidiary issued and outstanding at immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number thereafter evidence one share of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Pricecommon stock, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Priceno par value, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described hereinSurviving Corporation. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto any Party or the shareholders holder of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as followsfollowing securities: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no $0.001 par value per share, of the Company ("“Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this AgreementShares”) issued and outstanding at immediately prior to the Effective Time shall cease to be outstanding (other than Company Shares owned beneficially by the Parent or the Acquisition Subsidiary and Dissenting Shares (as defined below)) shall be converted into and exchanged for represent the right to receive: receive (isubject to the provisions of Section 1.9) the such number of shares of Premiere common stock, $0.001 par value per share, of the Parent (“Parent Common Stock”) as is equal to the Common Conversion Ratio (as defined below). An aggregate of 17,375,000 shares of Parent Common Stock determined shall be issued to the stockholders of the Company in connection with the Merger. (b) The “Common Conversion Ratio” shall be obtained by dividing (Ai) the product 17,375,000 shares of .9 multiplied Parent Common Stock by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the total number of outstanding Company Shares immediately prior to the Effective Time on a diluted basis after giving effect to the exercise of all outstanding options (“Options”), warrants (“Warrants”) and other rights to acquire Company Shares. Stockholders of record of the Company as of the Closing Date (the “Indemnifying Stockholders”) shall be entitled to receive immediately 95% of the shares of Premiere Parent Common Stock determined by dividing (A) the product of .1 multiplied by the into which their Company Purchase Price, by (B) the Average Closing Price Shares were converted pursuant to this Section 1.5 (the "General Escrow Amount"“Initial Shares”); all as determined the remaining 5% of the shares of Parent Common Stock into which their Company Shares were converted pursuant to this Section 1.5, rounded to the nearest whole number (with 0.5 shares rounded upward to the nearest whole number) (the “Escrow Shares”), shall be deposited in escrow pursuant to Section 1.9 and shall be held and disposed of in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation terms of the transactions described hereinEscrow Agreement. The Initial Shares and the Escrow Shares shall together be referred to herein as the “Merger Shares.” (c) Any Each issued and all shares outstanding share of Company Common Stock held as treasury shares by common stock, par value $0.001 per share, of the Company Acquisition Subsidiary shall be canceled converted into one validly issued, fully paid and retired at the Effective Time, and no consideration shall be issued in exchange therefornonassessable share of Surviving Corporation Common Stock. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stock, no par value per share$.05, of the Company ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement in the form attached hereto as Exhibit B, which shall be executed and delivered by Premiere --------- and the Owners at the Closing.

Conversion of Shares. Subject to the provisions of this Section 2.2, -------------------- and in consideration for the transactions contemplated hereby, at the Effective Time, by virtue of the Merger Mergers and without any action on the part of the parties hereto or the shareholders of any of the parties hereto, the shares of the constituent corporations of the Merger Mergers shall be converted as follows: (a) Each share of Premiere Stock and each share of Merger Corp common stock issued and outstanding at the Effective Time shall remain issued and outstanding after the Effective Time. (b) All of the shares of the capital stockstock of Dunes, no par value per shareSands A, of the Company Sands NM and Sandscomm ("Company Stock") (excluding treasury shares and excluding shares held by shareholders who perfect their statutory dissenters' rights as provided in Section 2.4 of this Agreement) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive: (i) the number of shares of Premiere Stock determined by dividing (A) the product of .9 multiplied by the Company Purchase Price, by (B) the Average Closing Price; and; (ii) the number of shares of Premiere Stock determined by dividing (A) the product of .1 multiplied by the Company Purchase Price, by (B) the Average Closing Price (the "General Escrow Amount"); all as determined in accordance with Section 2.3 below (collectively, the "Consideration"). Subject to Section 2.2(d) below, the Consideration shall be issuable to the Owners pro rata in accordance with their ownership of Company Common Stock pursuant to Section 2.6, which ownership the Owners represent Owner represents has not been adjusted in contemplation of the transactions described herein. (c) Any and all shares of Company Common Stock held as treasury shares by the Company shall be canceled and retired at the Effective Time, and no consideration shall be issued in exchange therefor. (d) Upon consummation of the Merger, the Owners shall deliver the General Escrow Amount in negotiable form to the Escrow Agent to be held in escrow pursuant to the terms and conditions of the Escrow Agreement Agreements in the form forms attached hereto as Exhibit B, ---------- which shall be executed and delivered by Premiere --------- and the Owners at the Closing.