Common use of Effect on Stock Clause in Contracts

Effect on Stock. Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Sunrise, Merger Sub, the Company or the Stockholders: (i) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class B-1 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class B-1 Preferred Stock Liquidation Amount allocable to each such share of Class B-1 Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (ii) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class I Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class I Preferred Stock Liquidation Amount allocable to each such share of Class I Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (iii) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class II Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class II Preferred Stock Liquidation Amount allocable to each such share of Class II Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (iv) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-A1 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class A-1-A1 Preferred Stock Liquidation Amount allocable to each such share of Class A-1-A1 Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (v) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-A2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class A-1-A2 Preferred Stock Liquidation Amount allocable to each such share of Class A-1-A2 Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (vi) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-B1 Preferred Stock and Class A-1-B2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into (x) the right to receive an amount of cash equal to the lesser of (A) the Class A-1-B1 Preferred Stock Liquidation Amount or Class A-1-B2 Preferred Stock Liquidation Amount, as applicable, allocable to each such share of Class A-1-B1 Preferred Stock or Class A-1-B2 Preferred Stock, as applicable, on a pro rata and pari passu basis pursuant to the Company’s Charter, as amended by the Charter Amendment and (B) if the remaining Merger Consideration (net of the payments in (i) — (v) above) is insufficient to permit payment of the aggregate of the Class A-1-B1 Preferred Stock Liquidation Amount and the Class A-1-B2 Preferred Stock Liquidation Amount, such remaining Merger Consideration, allocable to each share of Class A-1-B1 Preferred Stock or Class A-1-B2 Preferred Stock, as applicable, on a pro rata and pari passu basis and (y) the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). (vii) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into (x) the right to receive an amount of cash, if any, equal to the remaining Merger Consideration (net of the payments in (i)-(vi) above) allocable to each such share of Company Common Stock pursuant to the Company’s Charter, as amended by the Charter Amendment, and (y) the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). If no Merger Consideration remains (after the payments in (i)-(vi) above), then each share of Common Stock shall be cancelled and shall cease to exist and no other consideration shall be delivered or deliverable upon exchange therefore other than the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). Notwithstanding anything in this Agreement to the contrary, at Closing, neither Sunrise nor Merger Sub shall be required to pay any amounts in excess of the Merger Consideration upon the conversion pursuant to the Merger of all shares of Company Capital Stock.

Effect on Stock. Subject to the terms and conditions As of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Sunrise, any holders of Shares or capital stock of Merger Sub, the Company or the StockholdersSubsidiary: (ia) Subject to the provisions in Section 2.8(c)(G), Section 2.9 and the last sentence of this Article 3 and other applicable provisions of this AgreementSection 2.7(a), (i) each issued share of Class B-1 Preferred Common Stock issued and (other than Dissenting Shares) outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted solely into the right to receive an amount receive, upon the surrender of cash equal to the Class B-1 Preferred Stock Liquidation Amount allocable to each certificate formerly representing such share of Class B-1 Preferred Common Stock pursuant to in accordance with Section 2.10, at the Company’s Chartertimes set forth herein, as amended by the Charter Amendment. Per Common Share Merger Consideration, (ii) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each issued share of Class I Series A Preferred Stock issued and (other than Dissenting Shares) outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted solely into the right to receive an amount receive, upon the surrender of cash equal to the Class I Preferred Stock Liquidation Amount allocable to each certificate formerly representing such share of Class I Series A Preferred Stock pursuant to in accordance with Section 2.10, at the Companytimes set forth herein, such share’s CharterSeries A Preference Amount plus the Per Common Share Merger Consideration, as amended by the Charter Amendment. (iii) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each issued share of Class II Series B Preferred Stock issued and Stock, (other than Dissenting Shares) outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted solely into the right to receive an amount receive, upon the surrender of cash equal to the Class II Preferred Stock Liquidation Amount allocable to each certificate formerly representing such share of Class II Series B Preferred Stock pursuant in accordance with Section 2.10, at the times set forth herein, such share’s Series B Preference Amount plus the Per Common Share Merger Consideration up to the Series B Liquidation Preference Cap (as set forth in Section 2.1.4 of the Company’s CharterCertificate of Incorporation), as amended by the Charter Amendment. and (iv) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each issued share of Class A-1-A1 Series C Preferred Stock issued and (other than Dissenting Shares) outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted solely into the right to receive an amount receive, upon the surrender of cash equal to the Class A-1-A1 Preferred Stock Liquidation Amount allocable to each certificate formerly representing such share of Class A-1-A1 Series C Preferred Stock pursuant to in accordance with Section 2.10, at the Companytimes set forth herein, such share’s Charter, as amended Series C Preference Amount plus the Per Common Share Merger Consideration. Each Share that is owned by the Charter Amendment. (v) Subject to Company as treasury stock or otherwise or by any Subsidiary of the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-A2 Preferred Stock issued and outstanding Company immediately prior to the Effective Time (other than Appraisal Shares) shall be canceled and retired and cease to be outstanding exist and automatically no payment or distribution shall be converted into the right to receive an amount of cash equal to the Class A-1-A2 Preferred Stock Liquidation Amount allocable to each such share of Class A-1-A2 Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendmentmade with respect thereto. (vib) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each Each share of Class A-1-B1 Preferred Stock and Class A-1-B2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into (x) the right to receive an amount of cash equal to the lesser of (A) the Class A-1-B1 Preferred Stock Liquidation Amount or Class A-1-B2 Preferred Stock Liquidation Amount, as applicable, allocable to each such share of Class A-1-B1 Preferred Stock or Class A-1-B2 Preferred Stock, as applicable, on a pro rata and pari passu basis pursuant to the Company’s Charter, as amended by the Charter Amendment and (B) if the remaining Merger Consideration (net of the payments in (i) — (v) above) is insufficient to permit payment of the aggregate of the Class A-1-B1 Preferred Stock Liquidation Amount and the Class A-1-B2 Preferred Stock Liquidation Amount, such remaining Merger Consideration, allocable to each share of Class A-1-B1 Preferred Stock or Class A-1-B2 Preferred Stock, as applicable, on a pro rata and pari passu basis and (y) the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). (vii) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Subsidiary Common Stock issued and outstanding immediately prior to the Effective Time will be converted into and become one fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation, and such common stock of the Surviving Corporation issued on that conversion will constitute all of the issued and outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time. (c) After the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any certificates formerly representing shares of Common Stock or Preferred Stock are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article II. (i) As soon as reasonably practicable following the approval by the Company Stockholders of the Merger and the Transactions, and in any event within three Business Days after the date thereof and prior to the Closing, the Company shall deliver to each holder of any In-Money Options an option cancellation agreement substantially in the form attached hereto as Exhibit J (the “Option Cancellation Agreement”). At the Effective Time, all rights in respect of each such outstanding In-Money Option (each such In-Money Option, an “Exchanged Option”) shall, by virtue of the Merger and the Option Cancellation Agreement and without any further action on the part of each holder of In-Money Options (other than Appraisal Sharesthe delivery of an Option Cancellation Agreement validly executed by such holder) shall (each such holder of In-Money Options, an “Exchanging Optionholder”), forthwith cease to be outstanding exist and automatically shall be converted into (x) and represent the right to receive from the Surviving Corporation, immediately following the Effective Time, an amount of cash, if any, cash and UCBI Stock set forth on Final Schedule 2.8(c) equal to (A) the remaining Per Common Share Merger Consideration less (net B) the per share exercise price of such Exchanged Option (such difference, the “Net Exchanged Option Consideration” for the applicable Exchanged Option); provided, that such entitlement shall be subject to the occurrence of the payments Effective Time, and the provisions in Section 2.8(c)(F) and (i)-(viG), Section 2.9 and Section 2.10(f). (ii) Holders of vested Options to purchase shares of Common Stock issued pursuant to the Stock Plan that exercise their rights pursuant to such vested Options to purchase Common Stock prior to the Effective Time shall be afforded the same rights and treatment hereunder as the Company Stockholders that own Common Stock hereunder pursuant to the terms of Section 2.7(a) above. Notwithstanding the foregoing, holders of vested Options to purchase shares of Common Stock issued pursuant to the Stock Plan who desire to exercise their rights pursuant to such vested Options to purchase Common Stock prior to the Effective Time must do so no less than seven (7) allocable Business Days prior to the Effective Time. (iii) Promptly after the execution of this Agreement and prior to the Effective Time, the Company and its board of directors, or an authorized committee thereof, shall take all necessary actions to provide that (A) all unvested In-Money Options that will not be or become vested and exercisable as of the Effective Time shall conditionally automatically accelerate, such that each such In-Money Option shall, immediately prior to the Effective Time, and contingent upon closing of the Merger, become fully exercisable for all of the shares of Common Stock that such Option provides for (without consideration of time vesting), and all such In-Money Options shall be terminated effective as of the Effective Time and converted into the right to receive the amount set forth in Section 2.7(d)(i); (B) all unvested shares of restricted Common Stock and restricted Series B Preferred Stock issued pursuant to the Stock Plan shall conditionally automatically accelerate, such that each such share of Company restricted Common Stock and restricted Series B Preferred Stock shall, immediately prior to the Effective Time and contingent upon the closing of the Merger, become fully vested; provided, that such entitlement shall be subject to the occurrence of the Effective Time, and the provisions in Section 2.10(f); and (C) all Out-of-Money Options shall be terminated effective as of the Effective Time without the payment of any consideration therefor, and the Company shall have no further obligations thereunder. (iv) As of the Effective Time, (i) all outstanding Options shall terminate and cease to be outstanding, the Stock Plan shall terminate and no holder of Options issued pursuant to the Company’s Charter, Stock Plan or otherwise or any participant in the Stock Plan shall have any rights thereunder (other than the rights to receive consideration with respect thereto as amended by the Charter Amendment, provided herein) and (yii) the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). If no Merger Consideration remains (after the payments in (i)-(vi) above), then each share of restricted Common Stock or restricted Series B Preferred Stock shall be cancelled and shall cease to exist and no other consideration shall be delivered or deliverable upon exchange therefore other than outstanding after the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). Notwithstanding anything in this Agreement to the contrary, at Closing, neither Sunrise nor Merger Sub shall be required to pay any amounts in excess of the Merger Consideration upon the conversion pursuant to the Merger of all shares of Company Capital StockEffective Time.

Effect on Stock. Subject to the terms and conditions As of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Sunrise, Merger Sub, any shareholder of either of the Company or the StockholdersConstituent Corporations: (ia) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class B-1 Preferred Stock Each issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically share of Mergerco Common Stock shall be converted into the right to receive an amount of cash equal to the Class B-1 Preferred Stock Liquidation Amount allocable to each such and become one fully paid and nonassessable share of Class B-1 Preferred common stock, par value $0.001 per share, of the Surviving Corporation. Each certificate of Mergerco evidencing ownership of any such shares of Mergerco Common Stock pursuant shall continue to evidence ownership of the Company’s Charter, as amended by same number of shares of common stock of the Charter AmendmentSurviving Corporation. (iib) Subject to All shares of Company Common Stock that are held in the provisions treasury of this Article 3 and other applicable provisions the Company or by a wholly owned Subsidiary of this Agreement, each share of Class I Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically Company shall be converted into the right to receive an amount of cash equal to the Class I Preferred Stock Liquidation Amount allocable to each such share of Class I Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendmentcanceled and no consideration shall be delivered in exchange therefor. (iiic) Subject to the provisions All shares of this Article 3 and other applicable provisions of this Agreement, each share of Class II Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class II Preferred Stock Liquidation Amount allocable to each such share of Class II Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (iv) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-A1 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class A-1-A1 Preferred Stock Liquidation Amount allocable to each such share of Class A-1-A1 Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (v) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-A2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class A-1-A2 Preferred Stock Liquidation Amount allocable to each such share of Class A-1-A2 Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (vi) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-B1 Preferred Stock and Class A-1-B2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into (x) the right to receive an amount of cash equal to the lesser of (A) the Class A-1-B1 Preferred Stock Liquidation Amount or Class A-1-B2 Preferred Stock Liquidation Amount, as applicable, allocable to each such share of Class A-1-B1 Preferred Stock or Class A-1-B2 Preferred Stock, as applicable, on a pro rata and pari passu basis pursuant to the Company’s Charter, as amended by the Charter Amendment and (B) if the remaining Merger Consideration (net of the payments in (i) — (v) above) is insufficient to permit payment of the aggregate of the Class A-1-B1 Preferred Stock Liquidation Amount and the Class A-1-B2 Preferred Stock Liquidation Amount, such remaining Merger Consideration, allocable to each share of Class A-1-B1 Preferred Stock or Class A-1-B2 Preferred Stock, as applicable, on a pro rata and pari passu basis and (y) the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). (vii) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, except shares canceled in accordance with Section 1.5(b), shall be converted, in the aggregate, into 4,400,000 shares of validly issued, fully paid and nonassessable shares of Parent Common Stock, and the right to receive, in the aggregate, $200,000 (collectively, the "MERGER CONSIDERATION"). Each shareholder of the Company (the "SHAREHOLDERS") shall be entitled hereunder to receive in respect of such Shareholder's shares of Company Common Stock held immediately prior to the Effective Time such Shareholder's portion of such Merger Consideration as set forth on ANNEX A to the Supplemental Agreement. (d) All shares of Company Common Stock (other than Appraisal Shares) shares of Company Common Stock to be canceled in accordance with Section 1.5(b)), when so converted as provided in Section 1.5(c), shall no longer be outstanding and shall automatically be canceled and retired and each holder of a certificate theretofore representing any such shares shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such certificate in accordance with Section 1.6, the portion of the Merger Consideration attributable to such shares. (e) Any issued and outstanding shares of Company Common Stock held by a Person (a "DISSENTING SHAREHOLDER") who properly exercises such Person's dissenters' rights under the IBCA ("DISSENTING SHARES") shall not be outstanding and automatically converted as described in Section 1.5(c), but rather shall be converted into (x) the right to receive an amount of cash, if any, equal such consideration as may be determined to the remaining Merger Consideration (net of the payments in (i)-(vi) above) allocable be due to each such share of Company Common Stock Dissenting Shareholder pursuant to the Company’s CharterIBCA. Subject to the foregoing, if, after the Effective Time, such Dissenting Shareholder withdraws his demand for payment or fails to perfect or otherwise loses his right of payment, in any case pursuant to the IBCA, the Dissenting Shares of such Dissenting Shareholder shall be deemed to be converted as amended by of the Charter Amendment, and (y) Effective Time into the contingent right to receive payment, if any, in connection with the Final Working Capital Payment amount to which such Dissenting Shareholder would otherwise have been entitled to pursuant to and in accordance with Section 3.08(c1.5(c). If no Merger Consideration remains (after The Company shall give Parent prompt notice of any demands for payment received by the payments in (i)-(vi) above)Company. The Company shall not, then each share without the prior written consent of Common Stock Parent, make any payment with respect to, or settle or offer to settle, any such demands, and, prior to the Effective Time, Parent shall be cancelled and shall cease to exist and no other consideration shall be delivered or deliverable upon exchange therefore other than have the contingent right to receive payment, if any, participate in connection all negotiations and proceedings with the Final Working Capital Payment pursuant respect to and in accordance with Section 3.08(c). Notwithstanding anything in this Agreement to the contrary, at Closing, neither Sunrise nor Merger Sub shall be required to pay any amounts in excess of the Merger Consideration upon the conversion pursuant to the Merger of all shares of Company Capital Stocksuch demands.

Effect on Stock. Subject to the terms and conditions As of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Sunriseany stockholder of either of the Constituent Corporations: (a) Each issued and outstanding share of Mergerco Common Stock shall be converted into and become one fully paid and nonassessable share of common stock, Merger Subpar value $0.001 per share, of the Surviving Corporation. Each certificate of Mergerco evidencing ownership of any such shares of Mergerco Common Stock shall continue to evidence ownership of the same number of shares of common stock of the Surviving Corporation. (b) All shares of Company Stock that are held in the treasury of the Company or by a wholly owned Subsidiary of the Stockholders:Company shall be canceled and no consideration shall be delivered in exchange therefor. (ic) Subject All shares of Company Common Stock issued and outstanding immediately prior to the provisions Effective Time, except shares canceled in accordance with Section 1.5(b), shall be converted, in the aggregate, into 7,500,000 shares of this Article 3 validly issued, fully paid and other applicable provisions nonassessable shares of this AgreementParent Common Stock, each share and all shares of Class B-1 Company Preferred Stock issued and outstanding immediately prior to the Effective Time, except shares cancelled in accordance with Section 1.5(b), shall be converted into (A) Promissory Notes in the aggregate principal amount of $4,500,000 and (B) Warrants to purchase an aggregate of 2,250,000 shares of Parent Common Stock (the "MERGER CONSIDERATION"). Each stockholder of the Company (the "STOCKHOLDERS") shall be entitled hereunder to receive in respect of such Stockholder's shares of Company Stock held immediately prior to the Effective Time such Stockholder's portion of such Merger Consideration as set forth on ANNEX A to the Supplemental Agreement. The Merger Consideration shall be allocated to the holders of Company Preferred Stock on an as converted basis. (d) All shares of Company Stock (other than Appraisal Shares) shares of Company Stock to be canceled in accordance with Section 1.5(b)), when so converted as provided in Section 1.5(c), shall no longer be outstanding and shall automatically be canceled and retired and each holder of a certificate theretofore representing any such shares shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such certificate in accordance with Section 1.6, the portion of the Merger Consideration attributable to such shares. (e) Each Company Preferred Warrant which is outstanding immediately prior to the Effective Time shall be terminated and be of no further force and effect as of the Effective Time. (f) Any issued and outstanding and automatically shares of Company Stock held by a Person (a "DISSENTING STOCKHOLDER") who properly exercises such Person's dissenters' rights under the DGCL ("DISSENTING SHARES") shall not be converted as described in Section 1.5(c), but rather shall be converted into the right to receive an amount of cash equal such consideration as may be determined to the Class B-1 Preferred Stock Liquidation Amount allocable be due to each such share of Class B-1 Preferred Stock Dissenting Stockholder pursuant to the Company’s Charter, as amended by the Charter Amendment. (ii) DGCL. Subject to the provisions foregoing, if, after the Effective Time, such Dissenting Stockholder withdraws his demand for payment or fails to perfect or otherwise loses his right of this Article 3 and other applicable provisions payment, in any case pursuant to the DGCL, the Dissenting Shares of this Agreement, each share such Dissenting Stockholder shall be deemed to be converted as of Class I Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an the amount of cash equal to the Class I Preferred Stock Liquidation Amount allocable which such Dissenting Stockholder would otherwise have been entitled to each such share of Class I Preferred Stock pursuant to Section 1.5(c). The Company shall give Parent prompt notice of any demands for payment received by the Company’s Charter. The Company shall not, as amended by without the Charter Amendment. (iii) Subject prior written consent of Parent, make any payment with respect to, or settle or offer to the provisions of this Article 3 and other applicable provisions of this Agreementsettle, each share of Class II Preferred Stock issued and outstanding immediately any such demands, and, prior to the Effective Time (other than Appraisal Shares) Time, Parent shall cease to be outstanding and automatically shall be converted into have the right to receive an amount of cash equal participate in all negotiations and proceedings with respect to the Class II Preferred Stock Liquidation Amount allocable to each such share of Class II Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendmentdemands. (iv) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-A1 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class A-1-A1 Preferred Stock Liquidation Amount allocable to each such share of Class A-1-A1 Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (v) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-A2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class A-1-A2 Preferred Stock Liquidation Amount allocable to each such share of Class A-1-A2 Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (vi) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-B1 Preferred Stock and Class A-1-B2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into (x) the right to receive an amount of cash equal to the lesser of (A) the Class A-1-B1 Preferred Stock Liquidation Amount or Class A-1-B2 Preferred Stock Liquidation Amount, as applicable, allocable to each such share of Class A-1-B1 Preferred Stock or Class A-1-B2 Preferred Stock, as applicable, on a pro rata and pari passu basis pursuant to the Company’s Charter, as amended by the Charter Amendment and (B) if the remaining Merger Consideration (net of the payments in (i) — (v) above) is insufficient to permit payment of the aggregate of the Class A-1-B1 Preferred Stock Liquidation Amount and the Class A-1-B2 Preferred Stock Liquidation Amount, such remaining Merger Consideration, allocable to each share of Class A-1-B1 Preferred Stock or Class A-1-B2 Preferred Stock, as applicable, on a pro rata and pari passu basis and (y) the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). (vii) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into (x) the right to receive an amount of cash, if any, equal to the remaining Merger Consideration (net of the payments in (i)-(vi) above) allocable to each such share of Company Common Stock pursuant to the Company’s Charter, as amended by the Charter Amendment, and (y) the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). If no Merger Consideration remains (after the payments in (i)-(vi) above), then each share of Common Stock shall be cancelled and shall cease to exist and no other consideration shall be delivered or deliverable upon exchange therefore other than the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). Notwithstanding anything in this Agreement to the contrary, at Closing, neither Sunrise nor Merger Sub shall be required to pay any amounts in excess of the Merger Consideration upon the conversion pursuant to the Merger of all shares of Company Capital Stock.

Effect on Stock. Subject to the terms and conditions of this Agreement, at At the Effective Time, by virtue of the Merger and without any action on the part of Sunrisethe Company, Merger SubFNNI, the Company First National Illinois or the Stockholdersholders of any securities of the Company, FNNI or First National Illinois: (ia) Subject Each issued and outstanding share of Common Stock, par value $.33 1/3 per share, of the Company ("Company Common Stock") except the Dissenting Shares defined in Section 2.01(c) hereof shall be converted into the right to receive $18.00 or such higher amount as FNNI and the Company may agree in cash, payable by FNNI to the provisions holder thereof, without interest thereon (the "Merger Consideration"), upon surrender and exchange of the certificate representing such share of Company Common Stock (a "Certificate") in accordance with Section 2.03. As of the Effective Time, except as provided in Section 2.01(b) or (c), all shares of Company Common Stock shall no longer be outstanding, shall automatically be cancelled and retired and shall cease to exist, and each holder ("Stockholder") of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration for each share represented by such Stockholder's Certificates. (b) Each share of Company Common Stock that is held in the Company's treasury or by any of the Company's direct or indirect wholly owned subsidiaries immediately prior to the Effective Time ("Company Treasury Stock") shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Notwithstanding any provision of this Article 3 and other applicable provisions of this AgreementAgreement to the contrary, each outstanding share of Class B-1 Preferred Company Common Stock that is issued and outstanding immediately prior to the Effective Time and the holder of which (other than Appraisal Sharesi) has not voted in favor of the Merger, (ii) has delivered a written demand for appraisal of such holder's shares in accordance with Section 262 of the DGCL and (iii) has not effectively withdrawn or lost such right to appraisal (a "Dissenting Share") shall cease not be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.01(a). The holder of a Dissenting Share shall instead be entitled to receive payment of the appraised value of such share in accordance with the provisions of Section 262 of the DGCL; provided, however, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted into, as of the Effective Time, the right to receive the Merger Consideration pursuant to Section 2.01(a). The Company shall give FNNI prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the applicable provisions of the DGCL relating to the appraisal process received by the Company. Notwithstanding anything to the contrary in this Section 2.01(c), if (A) the Merger is rescinded or abandoned or (B) the Stockholders revoke the authority to effect the Merger, the right of any Stockholder to be paid the fair value of such Stockholder's Dissenting Shares pursuant to the DGCL shall cease. (d) Each issued and outstanding and automatically share of common stock, par value $.01 per share, of First National Illinois shall be converted into the right to receive an amount of cash equal to the Class B-1 Preferred Stock Liquidation Amount allocable to each such one validly issued, fully paid and nonassessable share of Class B-1 Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (ii) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class I Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class I Preferred Stock Liquidation Amount allocable to each such share of Class I Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (iii) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class II Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class II Preferred Stock Liquidation Amount allocable to each such share of Class II Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (iv) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-A1 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class A-1-A1 Preferred Stock Liquidation Amount allocable to each such share of Class A-1-A1 Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (v) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-A2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class A-1-A2 Preferred Stock Liquidation Amount allocable to each such share of Class A-1-A2 Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (vi) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-B1 Preferred Stock and Class A-1-B2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into (x) the right to receive an amount of cash equal to the lesser of (A) the Class A-1-B1 Preferred Stock Liquidation Amount or Class A-1-B2 Preferred Stock Liquidation Amount, as applicable, allocable to each such share of Class A-1-B1 Preferred Stock or Class A-1-B2 Preferred Stock, as applicable, on a pro rata and pari passu basis pursuant to the Company’s Charter, as amended by the Charter Amendment and (B) if the remaining Merger Consideration (net common stock of the payments in (i) — (v) above) is insufficient to permit payment of the aggregate of the Class A-1-B1 Preferred Stock Liquidation Amount and the Class A-1-B2 Preferred Stock Liquidation Amount, such remaining Merger Consideration, allocable to each share of Class A-1-B1 Preferred Stock or Class A-1-B2 Preferred Stock, as applicable, on a pro rata and pari passu basis and (y) the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c)Surviving Corporation. (vii) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into (x) the right to receive an amount of cash, if any, equal to the remaining Merger Consideration (net of the payments in (i)-(vi) above) allocable to each such share of Company Common Stock pursuant to the Company’s Charter, as amended by the Charter Amendment, and (y) the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). If no Merger Consideration remains (after the payments in (i)-(vi) above), then each share of Common Stock shall be cancelled and shall cease to exist and no other consideration shall be delivered or deliverable upon exchange therefore other than the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). Notwithstanding anything in this Agreement to the contrary, at Closing, neither Sunrise nor Merger Sub shall be required to pay any amounts in excess of the Merger Consideration upon the conversion pursuant to the Merger of all shares of Company Capital Stock.

Effect on Stock. Subject to the terms and conditions As of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Sunriseany shareholder of either of the Constituent Corporations: (a) Each issued and outstanding share of Mergerco Common Stock shall be converted into and become one fully paid and nonassessable share of common stock, Merger Subpar value $.01 per share, of the Surviving Corporation. Each certificate of Mergerco evidencing ownership of any such shares of Mergerco Common Stock shall continue to evidence ownership of the same number of shares of common stock of the Surviving Corporation. (b) All shares of Company Stock that are held in the treasury of the Company or by a wholly owned Subsidiary of the Stockholders:Company shall be canceled and no consideration shall be delivered in exchange therefor. (ic) Subject to the provisions All shares of this Article 3 and other applicable provisions of this Agreement, each share of Class B-1 Preferred Company Stock issued and outstanding immediately prior to the Effective Time, except shares canceled in accordance with Section 1.5(b), shall be converted, in the aggregate, into 1,800,000 shares of validly issued, fully paid and nonassessable shares of Parent Common Stock (collectively, the "Merger Consideration"). Each shareholder of the Company (the "Shareholders") shall be entitled hereunder to receive in respect of such Shareholder's shares of Company Stock held immediately prior to the Effective Time such Shareholder's portion of such Merger Consideration as set forth on Annex A to the Supplemental Agreement. (d) All shares of Company Stock (other than Appraisal Shares) shares of Company Stock to be canceled in accordance with Section 1.5(b)), when so converted as provided in Section 1.5(c), shall no longer be outstanding and shall automatically be canceled and retired and each holder of a certificate theretofore representing any such shares shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such certificate in accordance with Section 1.6, the portion of the Merger Consideration attributable to such shares. (e) Each of the stock options to purchase Company Common Stock issued by the Company pursuant to the Company Stock Plan (the "Company Stock Options"), which are outstanding immediately prior to the Effective Time shall terminate and be of no further force and effect as of the Effective Time. (f) Each outstanding warrant to purchase shares of Company Stock (the "Stock Purchase Warrants"), which are outstanding immediately prior to the Effective Time shall be terminated and automatically be of no further force and effect as of the Effective Time. (g) Any issued and outstanding shares of Company Stock held by a Person (a "Dissenting Shareholder") who properly exercises such Person's dissenters' rights under the CGCL ("Dissenting Shares") shall not be converted as described in Section 1.5(c), but rather shall be converted into the right to receive an amount of cash equal such consideration as may be determined to the Class B-1 Preferred Stock Liquidation Amount allocable be due to each such share of Class B-1 Preferred Stock Dissenting Shareholder pursuant to the Company’s Charter, as amended by the Charter Amendment. (ii) CGCL. Subject to the provisions foregoing, if, after the Effective Time, such Dissenting Shareholder withdraws his demand for payment or fails to perfect or otherwise loses his right of this Article 3 and other applicable provisions payment, in any case pursuant to the CGCL, the Dissenting Shares of this Agreement, each share such Dissenting Shareholder shall be deemed to be converted as of Class I Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an the amount of cash equal to the Class I Preferred Stock Liquidation Amount allocable which such Dissenting Shareholder would otherwise have been entitled to each such share of Class I Preferred Stock pursuant to Section 1.5(c). The Company shall give Parent prompt notice of any demands for payment received by the Company’s Charter. The Company shall not, as amended by without the Charter Amendment. (iii) Subject prior written consent of Parent, make any payment with respect to, or settle or offer to the provisions of this Article 3 and other applicable provisions of this Agreementsettle, each share of Class II Preferred Stock issued and outstanding immediately any such demands, and, prior to the Effective Time (other than Appraisal Shares) Time, Parent shall cease to be outstanding and automatically shall be converted into have the right to receive an amount of cash equal participate in all negotiations and proceedings with respect to the Class II Preferred Stock Liquidation Amount allocable to each such share of Class II Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendmentdemands. (iv) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-A1 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class A-1-A1 Preferred Stock Liquidation Amount allocable to each such share of Class A-1-A1 Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (v) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-A2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into the right to receive an amount of cash equal to the Class A-1-A2 Preferred Stock Liquidation Amount allocable to each such share of Class A-1-A2 Preferred Stock pursuant to the Company’s Charter, as amended by the Charter Amendment. (vi) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Class A-1-B1 Preferred Stock and Class A-1-B2 Preferred Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into (x) the right to receive an amount of cash equal to the lesser of (A) the Class A-1-B1 Preferred Stock Liquidation Amount or Class A-1-B2 Preferred Stock Liquidation Amount, as applicable, allocable to each such share of Class A-1-B1 Preferred Stock or Class A-1-B2 Preferred Stock, as applicable, on a pro rata and pari passu basis pursuant to the Company’s Charter, as amended by the Charter Amendment and (B) if the remaining Merger Consideration (net of the payments in (i) — (v) above) is insufficient to permit payment of the aggregate of the Class A-1-B1 Preferred Stock Liquidation Amount and the Class A-1-B2 Preferred Stock Liquidation Amount, such remaining Merger Consideration, allocable to each share of Class A-1-B1 Preferred Stock or Class A-1-B2 Preferred Stock, as applicable, on a pro rata and pari passu basis and (y) the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). (vii) Subject to the provisions of this Article 3 and other applicable provisions of this Agreement, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than Appraisal Shares) shall cease to be outstanding and automatically shall be converted into (x) the right to receive an amount of cash, if any, equal to the remaining Merger Consideration (net of the payments in (i)-(vi) above) allocable to each such share of Company Common Stock pursuant to the Company’s Charter, as amended by the Charter Amendment, and (y) the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). If no Merger Consideration remains (after the payments in (i)-(vi) above), then each share of Common Stock shall be cancelled and shall cease to exist and no other consideration shall be delivered or deliverable upon exchange therefore other than the contingent right to receive payment, if any, in connection with the Final Working Capital Payment pursuant to and in accordance with Section 3.08(c). Notwithstanding anything in this Agreement to the contrary, at Closing, neither Sunrise nor Merger Sub shall be required to pay any amounts in excess of the Merger Consideration upon the conversion pursuant to the Merger of all shares of Company Capital Stock.