Common use of Merger Consideration Clause in Contracts

Merger Consideration. (a) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash to be paid by Parent and/or the Surviving Corporation to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be made.

Merger Consideration. (a) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash The total consideration to be paid by Parent and/or to Paying Agent, in trust and for the Surviving Corporation to benefit of the record holders Company Stockholders, in respect of issued and outstanding the Merger shall consist of the Merger Consideration, less the aggregate number of shares of Company Acquiror Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for underlying Acquiror Options (such shares, is the per-share amount determined by dividing $5,284,861 by “Assumed Acquiror Option Shares”), less the aggregate number of issued and outstanding shares of Company Acquiror Common Stock underlying Assumed Warrants (such shares, the “Assumed Acquiror Warrant Shares”), less the aggregate number of shares of Acquirer Common Stock underlying Acquiror Restricted Stock Unit Awards (such shares, the “Assumed Acquiror RSU Shares”) in each case as of set forth herein (such aggregate consideration to be paid to the Closing (Company Stockholders, the "Preliminary “Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"”). (b) At the Effective Time, Acquiror shall deposit with the Paying Agent, or shall cause to be deposited with the Paying Agent, to be held in trust for the benefit of the Company Stockholders and for the purpose of exchanging certificates for Company Shares (collectively, the “Certificates”), if any, representing the Company Common Shares and each Company Share held in book-entry form on the stock transfer books of the Company immediately prior to the Effective Time, by evidence of book-entry shares, an aggregate number of shares of Acquiror Common Stock equal to the Closing Merger Consideration. All shares of Acquiror Common Stock in book-entry form deposited with the Paying Agent shall hereinafter be referred to as the “Paying Agent Fund”. The Paying Agent Fund shall be subject to the terms of this Agreement and the Paying Agent Agreement. Subject to Section 3.02 and Section 3.07, at the Closing, Acquiror shall cause to be issued or paid from the Paying Agent Fund to each Company Stockholder that holds Company Common Shares immediately prior to the Effective Time (including holders of shares of Company Common Shares resulting from the Note Conversion and the Preferred Conversion but excluding, for the avoidance of doubt, holders of (i) Company Common Shares underlying any Company Options, Company Warrants and Company Restricted Stock Unit Awards (solely to the extent relating to Company Common Shares underlying any Company Options, Company Warrants and Company Restricted Stock Unit Awards), (ii) Excluded Shares or (iii) Company Dissenting Shares) who has delivered to the Paying Agent, at least five three (3) Business Days prior to the Closing Date, a completed and duly executed Letter of Transmittal, along with all Certificates, book-entry shares representing the Company shall deliver to Parent its good faith written estimate applicable portion of the Closing Working CapitalMerger Consideration in respect of such Company Common Shares held by such Company Stockholder. Notwithstanding anything to the contrary in this Agreement, which Parent the Merger Consideration paid or payable in respect of the Company Shares in accordance with the terms and conditions of this Agreement shall be deemed to have been paid or payable in full satisfaction of all rights pertaining to such Company Shares, and from and after the Effective Time, no holder of Company Shares shall have the any ownership right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) there shall be decreased by no further restriction of transfers of Company Shares on the amountregister of stockholders of the Surviving Corporation. In furtherance of the foregoing, if anythe Parties hereby affirm, by which agree and acknowledge that under no circumstances shall the Estimated Closing Working Capital is less than $500,000 (aggregate consideration payable in connection with the "Estimated Deficiency")Transactions in respect of all outstanding Company Shares, or (ii) shall be increased by the amountCompany Warrants, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the Company Options and Company Restricted Stock Units exceed a number of issued and outstanding shares of Company Acquiror Common Stock as of (including the Closing in order to arrive at the per-share adjustment amount Net Acquiror Warrant Shares and Net Acquiror Option Shares) equal to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be made.

Merger Consideration. (a) Prior to Except (1) as otherwise provided in Section 3.1(c) or (2) for Dissenting Shares (as hereinafter defined), at the Effective Time, by virtue of the Merger and without any adjustments thereto in accordance with action on the remainder part of this Section 1.8, the amount holder of cash to be paid by Parent and/or the Surviving Corporation to the record holders any Merger Sub Common Stock or of any Company Capital Stock or Company Warrants: (i) each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive $20.00 in cash, without interest (the “Merger Consideration”); and (ii) pursuant to Section 2.6 of the Warrant Agreement and notwithstanding anything contained therein to the contrary, at the Effective Time, with respect to each Company Warrant that is outstanding as of immediately prior to the Effective Time, the right of the holder of such Company Warrant to receive shares of Company Class A Common Stock for each upon exercise of their shares held as such Company Warrant shall thereafter convert to the right of the Closing, excluding Dissenting Shares, upon surrender holder of such Company Warrant to exercise such Company Warrant to receive an amount in cash equal to the certificates for such shares, is product of (A) the per-share amount determined by dividing $5,284,861 by the total number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Class A Common Stock subject to such Company Warrant and (excluding Dissenting SharesB) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Merger Consideration over the then-current exercise price per share of Company Debt over $4,400,000 is Class A Common Stock (without giving effect to any of the "Excess transactions contemplated hereby) previously subject to such Company Debt"Warrant (such amount being hereafter referred to as the “Warrant Consideration”), then the Preliminary Closing Merger . The Warrant Consideration shall be reduced paid by an amount calculated by dividing the Excess Company Debt by Surviving Corporation in accordance with the terms of the Warrant Agreement. (b) Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. At the Effective Time, all certificates representing common stock of Merger Sub shall be deemed for all purposes to represent the number of issued and outstanding shares of Company Common Stock as common stock of the Closing Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (c) At the Effective Time, each share of Company Capital Stock held by the Company as treasury stock (other than shares in a Company Plan) or owned by Parent or Merger Sub (other than shares held in trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties) immediately prior to arrive at the per-share adjustment to Effective Time shall be madecanceled, and no payment shall be made with respect thereto.

Merger Consideration. (a) Prior to any adjustments thereto The aggregate amount of consideration payable by Parent in accordance connection with the remainder of Merger shall be $35,000,000 (the “Merger Consideration”), subject to adjustment as set forth in this Section 1.8, the amount of cash to be paid by Parent and/or the Surviving Corporation to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration")2.1. (bi) At least five Business Days No later than two (2) business days prior to the Closing Date, the Company shall deliver to Parent its good faith written estimate an unaudited pro forma estimated balance sheet for the Company as of 11:59 p.m. Pacific Time on the date prior to the Closing Date (the “Estimated Closing Balance Sheet”), together with an estimated, itemized calculation, based on the Estimated Closing Balance Sheet, of the Working Capital Amount as of 11:59 p.m. Pacific Time on the date prior to the Closing Date (the “Estimated Working CapitalCapital Amount”). Each of the line items comprising the Estimated Closing Balance Sheet shall be prepared in accordance with GAAP using the same accounting principles, which policies and methods as were historically used by the Company in preparing each of the line items comprising the Company Balance Sheet. The Company shall thereafter provide Parent with access to the working papers of the Company relating to the Estimated Closing Balance Sheet and the resulting calculation of the Estimated Working Capital Amount, as well as any other information used in preparing the Estimated Closing Balance Sheet as is reasonably requested by Parent. (ii) At any time prior to the Closing Date, Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available object to Parent all work papers and other books and records utilized in preparing the Estimated Closing Balance Sheet or the Estimated Working Capital and shall make available to Parent the appropriate personnel involved in the preparation Amount by delivering written notice of such estimateobjection to the Company. The Preliminary Closing Merger Consideration (i) shall be decreased by If Parent does not provide such written notice of objection to the amountCompany, if any, by which then the Estimated Closing Balance Sheet and the Estimated Working Capital is less than $500,000 (the "Estimated Deficiency"Amount shall, subject to Section 2.1(a)(iv), or (ii) be deemed accepted by Parent, and the Estimated Adjustment Amount shall be increased by calculated in accordance with Section 2.1(a)(iii) based thereon. If, on the amountother hand, if anyParent provides such written notice of objection to the Company, by which then Representatives of Parent and the Company shall meet as promptly as practicable to discuss in good faith the proper Estimated Closing Balance Sheet, the proper Estimated Working Capital is greater than $500,000 (Amount and the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as resulting calculation of the Closing proper Estimated Adjustment Amount in order accordance with Section 2.1(a)(iii); provided, however, that if such Representatives of Parent and the Company are unable to arrive at the per-share adjustment amount agree in good faith prior to the Preliminary Closing Merger Consideration. (c) If as Date on the proper Estimated Closing Balance Sheet, the proper Estimated Working Capital Amount and the resulting calculation of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease proper Estimated Adjustment Amount in accordance with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"Section 2.1(a)(iii), then for purposes of calculating the Preliminary Closing Merger Consideration Estimated Adjustment Amount in accordance with Section 2.1(a)(iii) the Estimated Working Capital Amount shall be reduced by an amount calculated by dividing deemed to be equal to the Excess Company Debt lesser of: (a) the Estimated Working Capital Amount as presented by the number of issued Company; and outstanding shares of Company Common Stock as of (b) the Closing to arrive at the per-share adjustment to be madeTarget Working Capital Amount.

Merger Consideration. (a) Prior At the Closing, Pensare shall deliver or cause to any adjustments thereto be delivered to Holdings (i) such number of shares of Pensare Common Stock as shall be equal to the Closing Calculation Amount divided by the Per Share Price (the “Stock Consideration”) and (ii) the Closing Calculation Amount in accordance cash (the “Cash Consideration,” and the Stock Consideration collectively with the remainder of this Section 1.8Cash Consideration, the “Merger Consideration”) provided, that, notwithstanding the foregoing, if PIPE Securities shall consist of anything other than solely Pensare Common Stock, Holdings shall be entitled to elect to instead receive Pensare Securities of the same type as the PIPE Securities issued to investors in the Private Placement and in the same proportion of PIPE Securities (if more than one class or type of PIPE Security is issued in the Private Placement) issued to investors in the Private Placement and the Stock Consideration shall be defined as such amount of PIPE Securities as shall equal the Closing Calculation Amount divided by the applicable price per unit paid by investors for the applicable PIPE Securities in the Private Placement (with appropriate adjustments being made to the requirements under Section 3.02 to reflect such change); (b) Furthermore, on the Closing Date, Pensare shall, on behalf of the Company, pay in cash by wire transfer of immediately available funds, the Company Transaction Expenses to the recipients identified on the Payment Spreadsheet (or, if amounts to be paid by Parent and/or the Surviving Corporation are compensatory in nature, then to the record holders of issued and outstanding shares of Company Common or any Company Subsidiary with further payment to the recipients through the Company’s payroll processing). (c) To the extent not already reflected in the Per Share Price, the Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in to reflect appropriately the remainder effect of this Section 1.8any stock split, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares of Company or other like change with respect to Pensare Common Stock (excluding Dissenting Sharesor any other Pensare Securities) upon surrender of their certificates for such shares at occurring on or after the Closing (date hereof and prior to the "Final Closing Merger Consideration")Effective Time. (bd) At least five two (2) Business Days prior to the Closing Date, the Company Pensare shall deliver to Parent its good faith written estimate the Company a certificate (the “Pensare Closing Cash Certificate”) reflecting: (A) (i) the amount of cash available in the Trust Account as of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which amount of cash necessary to pay income and franchise taxes from any interest income earned in the Estimated Closing Working Capital is greater than $500,000 (Trust Account at the "Estimated Excess")Closing, (iii) the amount of cash necessary to pay any costs and expenses owed by Pensare in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive accordance with Section 10.03 that are unpaid at the per-share adjustment Closing; and (B) the aggregate amount of cash proceeds that will be required to satisfy the Preliminary Closing Merger ConsiderationPensare Stockholder Redemptions. (ce) If as At least two (2) Business Days prior to the Closing Date, Holdings shall deliver to Pensare a certificate (the “Company Certificate”) setting forth Holding’s good faith estimate of the Closing the sum of (i) Closing Company Net Debt (the Company's bank indebtedness plus “Estimated Closing Company Net Debt”) and (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation Closing Net Working Capital (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"“Estimated Closing Net Working Capital”), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be made.

Merger Consideration. The aggregate merger consideration (athe “Merger Consideration”) Prior to be paid in the Merger in respect of the Shares outstanding immediately prior to the Effective Time shall consist of 2,500,000 shares of Purchaser Common Stock (adjusted for any adjustments thereto stock splits or stock dividends by the Purchaser between the date of this Agreement and the Effective Time), subject to adjustment in accordance with the remainder of this Section 1.8clauses (i)-(iii) below (as adjusted, the amount of “Stock Consideration”), plus the right to additional cash to be paid by Parent and/or the Surviving Corporation and stock payment as and to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing extent set forth in Section 2.15 (the "Preliminary Closing “Additional Merger Consideration"”). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days prior to the Closing Date, the Company Securityholders’ Representative shall deliver to Parent its the Purchaser a schedule setting forth the Merger Consideration payable at Closing in respect of each Share (the “Allocation Schedule”). The portion of the Merger Consideration payable in respect of each Share shall be determined as if the Merger Consideration were distributed to all of the holders of Shares (including any holders of Appraisal Shares). The Purchaser shall pay to the Exchange Agent the Merger Consideration in accordance with the terms and conditions set forth herein (including the payment of cash in lieu of fractional shares pursuant to Section 2.6) and for the purpose of effecting the transactions contemplated hereby. (i) The Company shall prepare in good faith written estimate and deliver to the Purchaser, at any time which is at least five (5) Business Days prior to the Closing Date, a statement (the “Estimated Net Worth Statement”), certified by the Chief Financial Officer of the Company, setting forth (x) the estimated Net Worth of UCC, Consulting Corp. and Servicing LLC, on a combined basis, as of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment Date (the "“Estimated Closing Working Capital"Net Worth”), together with a reasonably detailed worksheet setting forth the calculation of the Estimated Net Worth. The Company shall make available to Parent all work papers and other An illustrative example of the Net Worth calculation is set forth on Schedule II. Following the date hereof, for purposes of facilitating an understanding of the Company’s financial books and records utilized in preparing and the manner of determination of the Estimated Net Worth Statement, the Company shall permit the Purchaser and its accountant to review the pertinent accounting books and records and work papers of the Company and to meet with the Company’s accountant to discuss the matters required to prepare the Estimated Net Worth Statement, during regular business hours and upon reasonable prior written notice to the Company or its accountant (as the case may be). Purchaser shall have until the Closing Working Capital and shall make available Date (as defined below) to Parent accept or dispute the appropriate personnel involved in accuracy of the preparation of such estimateEstimated Net Worth Statement. The Preliminary Closing Merger Consideration (i) If the Purchaser accepts the Company’s Estimated Net Worth or fails to dispute the Company’s proposal prior to the Closing, the Company’s proposed Estimated Net Worth shall be decreased the Estimated Net Worth for purposes of this Agreement. In the event that Purchaser disputes the Company’s proposal and the parties fail to resolve their disagreements over the disputed items prior to the Closing, the Estimated Net Worth for purposes of this Agreement shall be deemed to be the Estimated Net Worth proposed by the amountCompany, if any, adjusted by which an amount equal to 50% of the difference between the Company’s estimate of Estimated Net Worth and the Purchaser’s good faith estimate thereof (in each case reflecting any changes to original estimates that have been agreed to by the parties during their attempts to resolve all differences). If the Estimated Closing Working Capital Net Worth is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together0, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Stock Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the a number of issued and outstanding shares of Company Common Stock as of equal to the Closing to arrive at the per-share adjustment to be made.quotient obtained by dividing

Merger Consideration. (a) Prior Subject to any adjustments thereto in accordance with Sections 2.2, 2.4, 2.5 and 2.6, at the remainder Effective Time of this Section 1.8the Merger, the amount of cash to be paid by Parent and/or the Surviving Corporation to the record holders of issued Company Shares outstanding at such Effective Time, other than the Buyer and outstanding its 1. 30275 shares of Company Common the Buyer's Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates Company Share plus an amount equal to $16.20 in cash for each such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing Share (the "Preliminary Closing Merger ConsiderationPER SHARE MIXED CONSIDERATION"), (ii) 2.6055 shares of Buyer's Stock for each Company Share (the "PER SHARE STOCK CONSIDERATION"), or (iii) an amount equal to $32.40 in cash for each such Company Share (the "PER SHARE CASH CONSIDERATION"). The Preliminary Closing foregoing consideration, collectively and in the aggregate, shall be referred to herein as the "MERGER CONSIDERATION." (b) Subject to the allocation provisions of Section 2.4, each holder of a Company Share may elect to receive the Per Share Mixed Consideration, the Per Share Stock Consideration or the Per Share Cash Consideration for each such Company Share; provided, (i) that the aggregate number of shares of Buyer Stock (excluding fractions of Company Shares issued or not issued pursuant to Section 2.3(c) as a result of rounding) paid as the Merger Consideration shall be 2,089,302 shares (subject to equitable adjustment for any stock dividend, stock split or other stock payment by the Buyer and exercises of Company Options after the date hereof but prior to the Effective Time), subject to adjustment so that the amount of the Merger Consideration paid in shares of the Buyer's Stock shall not be less than the amount (currently 40%) necessary to qualify the Merger as a reorganization under Section 368 of the Code, as determined by the Company at or immediately after the Effective Time upon consultation with its independent accountants and counsel; and (ii) that the aggregate cash with respect to which the Per Share Mixed Consideration and the Per Share Cash Consideration shall be paid as Merger Consideration shall be $25,980,961 subject to equitable adjustment to reflect exercises of Company Options and subject to adjustment so that, if the amount of the Merger Consideration paid in shares of the Buyer's Stock is adjusted as provided in Section 2.3(b)(i) to qualify the Merger as a reorganization under Section 368 of the Code, the aggregate amount of cash paid as the Merger Consideration shall be adjusted upward or downward as provided so that the aggregate value of the Merger Consideration paid after such adjustment is equal to the aggregate value of the Merger Consideration which would have been paid in the remainder absence of such adjustment. Such amount of the Buyer's Stock paid as Merger Consideration shall be referred to in this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (Agreement as the "Final Closing TOTAL STOCK MERGER CONSIDERATION," and such amount of cash paid as Merger Consideration"). (b) At least five Business Days prior Consideration shall be referred to the Closing Date, the Company shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (as the "Estimated Closing Working CapitalTOTAL CASH MERGER CONSIDERATION."). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as No fractional shares of the Closing Buyer's Stock shall be issued or delivered in connection with the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (togetherMerger. Instead, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, number of shares of Buyer's Stock to which a holder of the Company Debt over $4,400,000 Shares is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration entitled to receive pursuant to this Article II shall be reduced by an amount calculated by dividing rounded to the Excess nearest whole share with 0.5 share rounded up to the nearest whole share. (d) In the event the Buyer or Company Debt by changes the number of shares of the Buyer's Stock or Company's Shares issued and outstanding shares of Company Common Stock as prior to the Effective Time of the Closing Merger as a result of a stock split, stock dividend or similar recapitalization with respect to arrive at such stock (each a "STOCK ADJUSTMENT") and the per-share adjustment record date therefor (in the case of a stock dividend) or the effective date thereof (in the case of a stock split or similar recapitalization for which a record date is not established) shall be prior to such Effective Time, the Per Share Mixed Consideration and the Per Share Stock Consideration shall each be madeequitably adjusted to reflect such change.

Merger Consideration. (a) Prior For purposes of this Agreement and subject to any adjustments thereto the provisions hereof, the "MERGER CONSIDERATION" shall be $7.05 per share of Northern Common Stock and shall consist of two components: the Stock Consideration and the Cash Consideration. The "STOCK CONSIDERATION" shall be $5.42 per share of Northern Common Stock and shall consist of Cowlitz Common Stock valued at $6.563. The "CASH CONSIDERATION" shall be $1.63 per share of Northern Common Stock, but shall be subject to certain loss indemnification provisions described in Section 3.2(b). In addition, the Merger Consideration, the Stock Consideration and the Cash Consideration are subject to possible adjustment at the Effective Time pursuant to this Section 2.6. (b) If the Base Value of Northern, as calculated in accordance with Section 2.6(e) is less than $4,707,139 but at least $1,150,000, then the remainder of this Section 1.8, the amount of cash to Merger Consideration and Stock Consideration shall be paid by Parent and/or the Surviving Corporation to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held adjusted as of the Closing, excluding Dissenting Shares, upon surrender Effective Time as follows: (i) the Merger Consideration shall be reduced by an amount (the "EQUITY ADJUSTMENT AMOUNT") equal to the product of (A) 1.75 and (B) a fraction the certificates for such shares, numerator of which is the per-share amount determined by dividing difference between $5,284,861 by 4,707,139 and the Base Value and the denominator of which is the number of issued and outstanding shares of Company Northern Common Stock as of the Closing date of this Agreement; and (ii) the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Stock Consideration shall be adjusted upward or downward as provided in reduced by the remainder of this Section 1.8Equity Adjustment Amount. In such event, and there shall be no adjustment made to the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Cash Consideration"). (bc) At least five Business Days prior to If the Closing Date, the Company shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the total number of issued and outstanding shares of Company Northern Common Stock as of the Closing in order to arrive at Effective Time is greater than the per-share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the total number of issued and outstanding shares of Company Northern Common Stock as of the Closing date of this Agreement, then the Merger Consideration, Stock Consideration and Cash Consideration (after making any adjustments required under (b) above, if applicable) shall be adjusted as of the Effective Time as follows: (i) the Merger Consideration shall be the amount per share equal to arrive at the per-amount calculated pursuant to 2.6(a) and (b) multiplied by a fraction (the "CAPITALIZATION ADJUSTMENT FRACTION"), the numerator of which is equal to the total number of issued and outstanding shares of Northern Common Stock as of the date of this Agreement and the denominator of which is equal to the total number of issued and outstanding shares of Northern Common Stock as of the Effective Time; (ii) the Stock Consideration shall be the amount per share adjustment equal to the amount calculated pursuant to 2.6(a) and (b) multiplied by the Capitalization Adjustment Fraction; and (iii) the Cash Consideration shall be the amount per share equal to $1.63 per share multiplied by the Capitalization Adjustment Fraction. (d) No later than the date which Cowlitz, Cowlitz Bank and Northern in good faith estimate to be madeforty-five (45) days prior to the Effective Time. Cowlitz and Cowlitz Bank shall, at their expense, engage a Loan Examiner to identify in writing the loans of Northern which in such Loan Examiner's good-faith judgment should under standard commercial banking practice be classified as Special Mention, Substandard, Doubtful or Loss (each as defined on Annex 2.6(d) hereto). The identification and classification of such loans (the "Identified Loans") shall be delivered by such Loan Examiner to Cowlitz, Cowlitz Bank and Northern no later than fifteen (15) business days after his engagement. If Northern does not deliver written notice to Cowlitz of Northern's objection to such identification and classification of Identified Loans within three (3) business days after receipt thereof, then such identification and classification shall be deemed final and binding on the parties. If Northern timely delivers written notice of its objection, then Northern, Cowlitz and Cowlitz Bank shall negotiate in good faith for up to three (3) business days thereafter to resolve such dispute. If such dispute remains unresolved after such period, Northern, Cowlitz and Cowlitz Bank shall promptly agree on another Loan Examiner to resolve such dispute. The decision of such other Loan Examiner shall be final and binding on the parties. The loans established as classified loans pursuant to this Section 2.6(d) are sometimes herein referred to as the "Identified Loans." As used herein, Loan Examiner shall mean ▇▇▇▇ ▇▇▇▇▇▇ or any loan examiner, loan reviewer or loan auditor (other than a current employee, officer or director of Cowlitz, Cowlitz Bank or Northern) with at least ten (10) years experience in commercial lending, banking and/or bank examining, including at least two (2) years as a loan examiner, loan reviewer or loan auditor. Northern agrees to provide access for the Loan Examiners as provided in Section 7.2(a) hereof. To the extent permitted by United States generally accepted accounting principles ("GAAP"), Northern agrees that it will have provided on its books prior to the Effective Time a reserve for each Identified Loan at least equal to (A) 5% of the principal amount of each Identified Loan classified as Special Mention, (B) 15% of the principal amount of each Identified Loan classified as Substandard, (C) 50% of the principal amount of each Identified Loan classified as Doubtful and (D) 100% of each Identified Loan classified as Loss, as well as a general reserve equal to 1 1/2% of the aggregate principal amounts of all outstanding loans (including without limitation all Identified Loans). Nothing in the immediately preceding sentence shall be deemed to preclude Northern from establishing, to the extent permitted by GAAP, reserves allocated to specific loans in amounts greater than set forth in such preceding sentence.

Merger Consideration. (a) Prior The total consideration, subject to any adjustments thereto adjustment in accordance with the remainder terms of this Section 1.8Agreement, to be paid at Closing by Parent to the Stockholders in respect of all the Outstanding Shares and in exchange for the Merger and the agreements and covenants set forth in this Agreement, including, with respect to the Restricted Persons, the covenant not to compete in Section 6.12, shall be (i) ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇/▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars ($100,000,000) in cash minus (A) an aggregate amount of cash equal to the Company Transaction Costs, an estimate of which costs (as of the date hereof) are set forth in detail in Schedule 2.2 (which Schedule shall be updated as of the Closing Date), and (B) the aggregate amount of any Closing Date Debt (other than, subject to Section 2.8, any Continuing Debt) to be paid by Parent and/or on the Surviving Corporation Closing Date (such aggregate amount of cash so payable is hereinafter referred to as the record holders “Merger Cash Consideration”) and (ii) that number of issued fully paid and outstanding non-assessable shares of Company Parent Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing equal to (1) Two Hundred Fifty Million and No/100 United States Dollars ($5,284,861 250,000,000) divided by the Average Closing Price (such aggregate number of issued and outstanding shares of Company Common so issuable is hereinafter referred to as the “Merger Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"”). (b) At least five Business Days prior to If, at any time during the period between the date of this Agreement and the Closing Date, any change in the outstanding shares of capital stock of Parent or the Company shall deliver occur by reason of any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, or any stock dividend thereon with a record date during such period, appropriate equitable adjustments shall be made to Parent its good faith written estimate of the Merger Stock Consideration and the Average Closing Working Capital, which Parent shall have the right to approve Price. Nothing in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (ithis Section 2.2(b) shall be decreased construed to permit either Party to take any action that is otherwise prohibited or restricted by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number any other provision of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger Considerationthis Agreement. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be made.

Merger Consideration. (a) Prior Not less than five (5) Business Days prior to any adjustments thereto in accordance with the remainder of this Section 1.8anticipated Closing Date, the amount of cash Company will deliver to be paid Parent a certificate signed by Parent and/or a duly authorized officer, solely in such capacity and not in its personal capacity (the Surviving Corporation to “Company Closing Certificate”), setting forth: (i) the record holders of issued and outstanding shares Company’s good faith estimate of Company Common Stock for each Transaction Costs that will be unpaid as of their shares held the Closing; and (ii) the Company’s good faith estimate of Indebtedness as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration")including any Payoff Amount. (b) At least five Business Days prior to the The Company Closing Date, Certificate so delivered by the Company shall deliver to Parent its will confirm in writing that it has been prepared in good faith written estimate of using the latest available financial information and will include materials showing in reasonable detail the Company’s support and computations for the amounts included in the Company Closing Working Capital, which Certificate. Parent shall have be entitled to review and make reasonable comments on the right to approve matters and amounts set forth in the good faith exercise of its judgment (Company Closing Certificate so delivered by the "Estimated Closing Working Capital"Company pursuant to Section 2.6(a). The Company shall make available to will cooperate with Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation review of such estimatethe Company Closing Certificate, including providing Parent and its Representatives with reasonable access to the relevant books, records and finance employees of the Company. The Preliminary Company will cooperate reasonably with Parent to revise the Company Closing Merger Consideration (i) Certificate if necessary to reflect Parent’s reasonable comments. If the Company Closing Certificate is so revised, such revised Company Closing Certificate, or if Parent had no such comments, then the initial Company Closing Certificate shall be decreased deemed to be the final “Company Closing Certificate,” in each case as approved in writing by Parent (which approval shall not be unreasonably withheld, conditioned or delayed). (c) Upon the amountterms and subject to the conditions of this Agreement, if any, by which the Estimated Closing Working Capital is less than $500,000 (aggregate consideration to be paid to the "Estimated Deficiency"), or (ii) Seller shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount equal to the Preliminary Closing Merger Consideration. (cd) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing The Merger Consideration shall be reduced by an amount calculated by dividing paid to the Excess Company Debt by Seller in the number of issued and outstanding shares of Company Common Stock as form of the Closing to arrive at the per-share adjustment to be madeNumber of Securities.

Merger Consideration. (a) Prior The aggregate merger consideration shall consist of, and determined by an amount equal to any adjustments thereto in accordance with (i) the remainder Base Amount, plus (ii) the Positive Estimated Working Capital Adjustment Amount, if any, minus (iii) the Negative Estimated Working Capital Adjustment Amount, if any, minus (iv) the Debt Payoff Amount, plus (v) Closing Date Cash and Cash Equivalents, minus (vi) the Transaction Expenses, minus (vii) the WC Escrow Amount, minus (viii) the Indemnification Escrow Amount, minus (ix) the Stockholders’ Representative Expense Fund, and plus (x) the aggregate exercise price of this Section 1.8, all of the amount of cash to be paid by Parent and/or the Surviving Corporation In-the-Money Vested Options outstanding immediately prior to the record holders Effective Time of issued Merger I (the “Merger Consideration”). The Merger Consideration shall be calculated according to the methods and outstanding shares of Company Common procedures in this Article II, and subject to adjustments at the Closing pursuant to Section 2.2(e) and Section 2.6. The Merger Consideration shall be payable in Closing Date Stock for each of their shares held Consideration, Closing Date Adjusted Cash Consideration, and Deferred Cash Consideration. (b) In the event that, as of the Closing, excluding Dissenting Shares, upon surrender the Closing Date Stock Consideration would equal or exceed 20% of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and then outstanding shares of Company Parent Common Stock as or 20% of the voting power of Parent, then (i) the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Date Stock Consideration shall be adjusted upward reduced to an amount equal to 19.9% of the then outstanding shares of Parent Common Stock or downward 19.9% of the voting power of Parent, as provided in the remainder of this Section 1.8applicable, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) the Closing Date Unadjusted Cash Consideration shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by amount equal to such reduction of the number of issued and outstanding shares of Company Parent Common Stock as of constituting the Closing in order to arrive at Date Stock Consideration, multiplied by the per-share adjustment amount to Parent Stock Price. For the Preliminary Closing avoidance of doubt, the aggregate Merger ConsiderationConsideration shall not change as a result of this Section 2.1(b). (c) If as Parent shall deliver to the appropriate lenders, by wire transfer of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations immediately available funds, all amounts necessary to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including repay in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, full all Indebtedness of the Company (including, in each case, all accrued interest, costs and expenses due to such lenders) of the Company set forth Section 3.7(b) of the Company Disclosure Schedule (collectively, the “Debt over $4,400,000 is the "Excess Company Debt"Payoff Amount”), then the Preliminary Closing Merger Consideration . All such amounts shall be reduced by an amount calculated by dividing the Excess paid with cash. The Company Debt by the number of issued will obtain a payoff letter and outstanding shares of Company Common Stock as termination and release document reasonably acceptable to Parent from each creditor set forth on Section 3.7(b) of the Closing to arrive at Company Disclosure Schedule (the per-share adjustment to be made“Payoff Letter”).

Merger Consideration. (a) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash to be paid by Parent and/or the Surviving Corporation Subject to the record holders provisions of issued and outstanding shares Article I of the Merger Agreement, as of the Effective Time, by virtue of the Merger, each share of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 1.5(b) of the Merger Agreement and other than Dissenting Shares) shall be converted into: (i) the right to receive an amount equal to the Per Common Share Closing Stock Consideration; (ii) the right to receive an amount equal to the Per Common Share Closing Cash Consideration; (iii) the right to receive, on the six month anniversary of the Closing Date, the Per Common Share Post-Closing Cash Consideration, to be evidenced by a Post-Closing Note; and (iv) the right to receive, on the twelve month anniversary of the Closing Date, the Per Common Share Contingent Stock Consideration, if, and only if, (A) the Twelve Month Price of Parent Common Stock is less than $12.00 per share and (B) such share of Company Common Stock has not been sold, assigned, transferred, pledged or otherwise conveyed subsequent to the Effective Time; provided, that, in no event shall Parent issue an amount of Aggregate Contingent Consideration which exceeds the Maximum Aggregate Contingent Consideration; and provided, further, that, if a holder of an Assumed Option exercises such option subsequent to the Effective Time but prior to such twelve month anniversary, the resulting shares of Parent Common Stock shall have the right to receive the Per Common Share Contingent Stock Consideration. Attached hereto as Annex A is a sample calculation of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Contingent Merger Consideration")Consideration based on certain assumptions. (b) At least five Business Days On or prior to the Closing Datedate hereof, the Company shall deliver to Parent its good faith written estimate of the Closing Working CapitalCompany, which Parent shall have the right to approve in the good faith exercise of its judgment Parent, Cmax Corporate Finance, and Massouras & Associates, as trustee (the "Estimated Closing Working CapitalTrustee"). The Company shall make , entered into the Trust Agreement, an executed copy of which is attached hereto as Exhibit B, pursuant to the terms of which Cmax Corporate Finance deposited with the Trustee securities and cash of a value exceeding $2,000,000 which will be available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount Effective Time to enable Parent to make the Preliminary Closing Merger Considerationpayment of Per Common Share Cash Consideration required by Section 1.4(a). (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be made.

Merger Consideration. (a) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash The aggregate consideration to be paid by Parent and/or Acquiror and Merger Sub in connection with the Surviving Corporation Merger for the benefit of Holders shall be an amount equal to (i) the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of Base Amount minus (ii) the Closing Date Indebtedness (as set forth on the "Preliminary Closing Disbursement Schedule) minus (iii) any Transaction Expenses (such amount, the “Merger Consideration"). The Preliminary Closing Merger Consideration ”) and such consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after paid on the Closing (the "Final Closing Merger Consideration")Date in accordance with Section 2.7. (b) At least five (5) Business Days Days, but not more than ten (10) Business Days, prior to the anticipated Closing Date, the Company shall prepare and deliver to Parent its Acquiror a written statement certified by the chief financial officer of the Company setting forth a schedule (the “Disbursement Schedule”), which shall set forth the Company’s good faith written estimate determination of each of the Closing Working Capitalfollowing (any such amounts that are estimates to be updated and adjusted, which Parent shall have if necessary, in accordance with the right to approve in the good faith exercise last sentence of its judgment (the "Estimated Closing Working Capital"this Section 2.6(b). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration ): (i) the Closing Date Indebtedness (as of the anticipated Closing Date) and wire transfer instructions for the account or accounts into which repayment of such Indebtedness shall be decreased by the amountmade, if any, by which the Estimated Closing Working Capital is less than $500,000 in accordance with one or more pay-off letters in customary form delivered therewith (the "Estimated Deficiency"such pay-off letters shall include a release of all Liens and guarantees in connection with such repaid Indebtedness), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess")any Transaction Expenses, (iii) in either case the resulting calculation of the Merger Consideration and the Paying Agent’s wire transfer instructions for the account into which payment of such amount shall be made, and (an Estimated Deficiency or an Estimated Excessiv) divided the portion of the Merger Consideration payable to each Holder. The Disbursement Schedule shall, to the extent necessary, be updated by the number of issued and outstanding shares of Company Common Stock as of from time to time prior to the Closing in order to arrive at reflect any changes therein of which the per-share adjustment amount to the Preliminary Closing Merger ConsiderationCompany becomes aware. (c) If as After delivery of the Closing Disbursement Schedule, the sum of Company shall, and shall cause AG LLC to, (i) reasonably assist Acquiror and its Representatives in Acquiror’s review of the Company's bank indebtedness plus Disbursement Schedule, and (ii) the Company's remaining principal obligations give Acquiror reasonable access to D.J. Leasing, Inc. to acquire ownership and copies of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price books and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, records of the Company Debt over $4,400,000 is and AG LLC and reasonable access to relevant personnel thereof (including any auditors or accountants) for the "Excess Company Debt"), then purpose of reviewing the Preliminary Closing Merger Consideration Disbursement Schedule. Such access rights shall be reduced by an amount calculated by dividing exercised during normal business hours, upon reasonable prior notice and in a manner that does not unreasonably interfere with the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as operations of the Closing Company and AG LLC. The Company shall consider in good faith any comments on the Disbursement Schedule submitted by Acquiror; provided, however, that to arrive the extent the Company does not reflect any of Acquiror’s comments on the Disbursement Schedule, the Company shall provide a good faith response of its rationale for not including such comments, which response shall be delivered to the Acquiror at least one (1) Business Day prior to the per-share adjustment Closing. To the extent the Company updates the Disbursement Schedule in response thereto, such updated version shall be delivered to be madeAcquiror at least one (1) Business Day Date prior to the Closing, and the most recently updated Disbursement Schedule shall constitute the Disbursement Schedule for all purposes of this Agreement and the other Transaction Documents.

Merger Consideration. (a) Prior to 3.1.1 At the Effective Time of the Merger, by virtue of the Merger and without any adjustments thereto in accordance with action on the remainder part of this Section 1.8▇▇▇▇▇▇, the amount of cash to be paid by Parent and/or Acquisition Corporation, CMS Bancorp or the Surviving Corporation to the record holders of any of the shares of CMS Bancorp Common Stock, each share of CMS Bancorp Common Stock issued and outstanding shares immediately prior to the Effective Time of Company the Merger (other than any Excluded Shares and Dissenting Shares) shall be converted into the right to receive a cash payment of $13.25 (the “Merger Consideration”). 3.1.2 Each share of CMS Bancorp Common Stock for each (i) held in the treasury of their CMS Bancorp, (ii) owned by ▇▇▇▇▇▇ or any direct or indirect wholly owned subsidiary of CMS Bancorp immediately prior to the Effective Time of the Merger (other than shares held as in a fiduciary capacity or in connection with debts previously contracted), or (iii) reserved for issuance under the CMS Bancorp Stock Option Plans which has not been granted or allocated, shall, at the Effective Time of the ClosingMerger, excluding Dissenting Sharescease to exist, upon surrender of and the certificates for such sharesshares shall be cancelled as promptly as practicable thereafter, is and no payment or distribution shall be made in consideration therefor (collectively, the per-share “Excluded Shares”). 3.1.3 Each Option issued and outstanding immediately prior to the Effective Time of the Merger shall, by virtue of the Merger and without any action on the part of the holder thereof and without regard to any future vesting date thereof, be cancelled and converted into the right to receive a cash payment in an amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration multiplying (i) shall be decreased by the amountpositive difference, if any, between the Merger Consideration and the exercise price of such Option for each share of CMS Bancorp Common Stock covered by which the Estimated Closing Working Capital is less than $500,000 such Option (the "Estimated Deficiency"“Option Price”) by (ii) the number of shares of CMS Bancorp Common Stock subject to such Option (the “Option Consideration”). The payment of the Option Consideration referred to in the immediately preceding sentence to each holder of an Option shall be approved by ▇▇▇▇▇▇ and made by CMS Bancorp immediately prior to the Effective Time of the Merger, subject to such holder executing such instruments of cancellation as ▇▇▇▇▇▇ may reasonably deem appropriate and provided to such holders at least five (5) days before the Effective Time of the Merger. CMS Bancorp will be entitled to deduct and withhold from the Option Consideration such amounts as CMS Bancorp will be required to deduct and withhold with respect to the making of such payment under the Code, or any applicable provision of U.S. federal, state, local or non-U.S. tax law. To the extent that such amounts are properly withheld by CMS Bancorp, such withheld amounts (i) will be treated for all purposes of this Agreement as having been paid to the holder of the Option in respect of which such deduction and withholding was made by CMS Bancorp and (ii) shall be increased timely paid by CMS Bancorp to the amountrelevant government authority. CMS Bancorp shall take all reasonable actions to cooperate with ▇▇▇▇▇▇ with respect to the termination and extinguishment of unexercised Options by Option holders. 3.1.4 After the Effective Time of the Merger, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number shares of CMS Bancorp Common Stock issued and outstanding shares of Company Common Stock as immediately prior to the Effective Time of the Closing in order Merger shall be no longer outstanding and shall automatically be canceled and shall cease to arrive at exist, and, except as to Excluded Shares and Dissenting Shares, shares held by CMS Bancorp Stockholders shall thereafter by operation of this section represent the per-share adjustment amount right to receive the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be made.

Merger Consideration. (a) Prior to any adjustments thereto The aggregate amount of consideration payable by Parent in accordance connection with the remainder Merger (the “Merger Consideration”) shall consist of this Section 1.8the Net Closing Consideration (including the Designated Warrant Consideration), the amount of cash to be paid by Parent and/or the Surviving Corporation subject in each case to the record holders of issued terms and outstanding shares of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided conditions set forth in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration")Article II. (bi) At least five Business Days No later than two (2) business days prior to the Closing Date, the Company shall deliver to Parent its good faith written estimate an unaudited pro forma estimated balance sheet for the Company as of 11:59 p.m. Pacific Time on the date prior to the Closing Date (the “Estimated Closing Balance Sheet”), together with an estimated, itemized calculation, based on the Estimated Closing Balance Sheet, of the Working Capital Amount as of 11:59 p.m. Pacific Time on the date prior to the Closing Date (the “Estimated Working CapitalCapital Amount”). Each of the line items comprising the Estimated Closing Balance Sheet shall be prepared in accordance with GAAP using the same accounting principles, which policies and methods as were historically used by the Company in preparing each of the line items comprising the Company Balance Sheet. The Company shall thereafter provide Parent with access to the working papers of the Company relating to the Estimated Closing Balance Sheet and the resulting calculation of the Estimated Working Capital Amount, as well as any other information used in preparing the Estimated Closing Balance Sheet as is reasonably requested by Parent. (ii) At any time prior to the Closing Date, Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available object to Parent all work papers and other books and records utilized in preparing the Estimated Closing Balance Sheet or the Estimated Working Capital and shall make available to Parent the appropriate personnel involved in the preparation Amount by delivering written notice of such estimateobjection to the Company. The Preliminary Closing Merger Consideration (i) shall be decreased by If Parent does not provide such written notice of objection to the amountCompany, if any, by which then the Estimated Closing Balance Sheet and the Estimated Working Capital is less than $500,000 (the "Estimated Deficiency"Amount shall, subject to Section 2.1(a)(iv), or (ii) be deemed accepted by Parent, and the Estimated Adjustment Amount shall be increased by calculated in accordance with Section 2.1(a)(iii) based thereon. If, on the amountother hand, if anyParent provides such written notice of objection to the Company, by which then Representatives of Parent and the Company shall meet as promptly as practicable to discuss in good faith the proper Estimated Closing Balance Sheet, the proper Estimated Working Capital is greater than $500,000 (Amount and the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as resulting calculation of the Closing proper Estimated Adjustment Amount in order accordance with Section 2.1(a)(iii); provided, however, that if such Representatives of Parent and the Company are unable to arrive at the per-share adjustment amount agree in good faith prior to the Preliminary Closing Merger Consideration. (c) If as Date on the proper Estimated Closing Balance Sheet, the proper Estimated Working Capital Amount and the resulting calculation of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease proper Estimated Adjustment Amount in accordance with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"Section 2.1(a)(iii), then for purposes of calculating the Preliminary Closing Merger Consideration Estimated Adjustment Amount in accordance with Section 2.1(a)(iii) the Estimated Working Capital Amount shall be reduced by an amount calculated by dividing deemed to be equal to the Excess Company Debt lesser of: (a) the Estimated Working Capital Amount as presented by the number of issued Company; and outstanding shares of Company Common Stock as of (b) the Closing to arrive at the per-share adjustment to be madeTarget Working Capital Amount.

Merger Consideration. At the Effective Time, Seller shall receive from or on behalf of Acquisition the following consideration, representing full and complete payment by Acquisition to Seller for the Shares (a) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash to be paid by Parent and/or the Surviving Corporation to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"), payable as described below: (a) At the Effective Time, Acquisition shall cause to be issued to or on behalf of Seller Clariti Shares with a Value equal to $2,907,750 [the "Clariti Shares Issued at Closing"]. Seller shall execute and deliver at the Closing the Lock-Up Agreement restricting the transferability or other disposition of the Clariti Shares Issued at Closing for the one (1) year period commencing the date of the Closing. The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders number of shares of the Clariti Shares Issued at Closing assumes that Company Common Stock shall produce the Minimum 1999 Gross Revenues. In the event that Company's 1999 Gross Revenues are less than the Minimum 1999 Gross Revenues, the number of Clariti Shares Issued at Closing shall be reduced as hereinafter provided. The value of the Clariti Shares Issued at Closing shall be an amount equal to the product of $2,907,750 multiplied by a fraction (excluding Dissenting Sharesa) upon surrender the numerator of their certificates for which is the lesser of (i) $8,000,000 or (ii) Company's actual 1999 Gross Revenues and, (b) the denominator of which is $8,000,000. Any adjustment in the number of Clariti Shares Issued at Closing shall be made as soon as practicable following the determination of such shares adjustment. In addition, at the Effective Time, Acquisition shall pay to Seller by check or after the Closing wire transfer, Seventy Five Thousand Dollars (the "Final Closing Merger Consideration"$75,000). (b) At least five Business Days prior As Additional Merger Consideration, Seller shall be entitled to the Closing Date, receive Additional Merger Consideration from or on behalf of Acquisition provided that Seller is a full time employee of the Company during the time periods set forth in this Section. Such Additional Merger Consideration shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve be in the good faith exercise form of its judgment (Clariti Shares which Acquisition shall cause to be issued to Seller as provided for below. Clariti shall, and is hereby obligated to, issue the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing Seller on behalf of Acquisition the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration Clariti Shares as provided for below. (i) Provided that (A) Seller has been continuously employed as a full-time employee of the Surviving Corporation for the period commencing January 1, 2000 and terminating December 31, 2000 and (B) Seller is not in default of any of the material provisions of any of the Transaction Documents which default has not been cured by Seller within ten (10) business days from the date on which Seller receives written notice of such default, Seller shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than earn Clariti Shares with a Value equal to $500,000 (the "Estimated Deficiency"), or 2,000,000. (ii) Provided that (A) Seller has been continuously employed as a full-time employee of the Surviving Corporation for the period commencing January 1, 2001 and terminating December 31, 2001 and (B) Seller is not in default of any of the material provisions of any of the Transaction Documents which default has not been cured by Seller within ten (10) business days from the date on which Seller receives written notice of such default, Seller shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than earn Clariti Shares with a Value equal to $500,000 (the "Estimated Excess"), 1,500,000. (iii) in either case Provided that (an Estimated Deficiency or an Estimated ExcessA) divided by the number of issued and outstanding shares of Company Common Stock Seller has been continuously employed as a full-time employee of the Closing Surviving Corporation for the period commencing January 1, 2002 and terminating December 31, 2002 and (B) Seller is not in order default of any of the material provisions of any of the Transaction Documents which default has not been cured by Seller within ten (10) business days from the date on which Seller receives written notice of such default, Seller shall earn Clariti Shares with a Value equal to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration$1,500,000. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing The Merger Consideration delivered upon the exchange of Shares shall be reduced by an amount calculated by dividing deemed to have been issued in full satisfaction of all rights pertaining to such Shares. If, after the Excess Company Debt by Effective Time, certificates representing Shares are presented to the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to Surviving Corporation for any reason, they shall be madeimmediately cancelled without any further consideration.

Merger Consideration. (a) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash The aggregate merger consideration to be paid by Parent and/or the Surviving Corporation to the record holders Company Stockholders in respect of issued and outstanding all of the Company Common Stock (the “Merger Consideration”) shall be the sum of (i) $45,000,000.00, as adjusted pursuant to Section 1.7 (the “Cash Consideration”), plus, (ii) subject to subsection (b) below, 10,000,000 shares of the Parent Common Stock (the “Stock Consideration”) (which for purposes of this Agreement have been valued at $1.50 per share), plus (iii) the Earn-Out Amount, if any. At the Closing, Parent shall (x) pay to each of the Company Stockholders for each share of Company Common Stock held by such Company Stockholder immediately prior to the Effective Time the Per Share Consideration portion of the Cash Consideration by wire transfer of immediately available funds to such bank account in the United States as each Company Stockholder shall designate in writing and (y) issue to each Company Stockholder for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as held by such Company Stockholder immediately prior to the Effective Time the Per Share Consideration of the maximum number of shares of the Stock Consideration that may be issued in accordance with Rule 14c-2(b) promulgated under the Exchange Act (the “Closing Stock Consideration”). The Parent shall issue to each Company Stockholder for each share of Company Common Stock held by such Company Stockholder immediately prior to the Effective Time the Per Share Consideration of the remaining shares of the Stock Consideration that were not issued at the Closing (the "Preliminary “Post-Closing Merger Stock Consideration"”) as soon as practicable in accordance with Rule 14c-2(b) promulgated under the Exchange Act. Any amounts paid by Parent pursuant to Section 1.8(a) shall be applied against and deducted from the Cash Consideration payable at the Closing in accordance with this Section 1.5(a). . (a) The Preliminary Closing Merger Stock Consideration will be subject to adjustment or modification as follows: if there is a reverse stock split of the Parent Common Stock any time between the date of this Agreement and the Closing, the Stock Consideration shall be adjusted upward or downward as that number of shares of the Parent Common Stock equal to $15,000,000 divided by the volume weighted average price per share of the Common Stock on the Nasdaq Global Market for the 60 trading day period ending on last trading day immediately preceding the Closing Date, provided in that if such reverse stock split occurs fewer than 60 days prior to such last trading day, the remainder period shall be the period from the trading date immediately after the day on which such reverse stock split occurs and ending on the last trading day immediately preceding the Closing Date. If such a reverse stock split occurs between the date of this Section 1.8Agreement and the Closing Date, the number of shares comprising the Closing Stock Consideration shall be the maximum number of shares that may be issued at the Closing in accordance with Rule 14c-2(b) promulgated under the Exchange Act, and the resulting amount after Post-Closing Stock Consideration shall consist of the remaining number of shares comprising the Stock Consideration (and such adjustments is remaining shares shall be adjusted or modified in the amount that same manner as other shares of Parent and/or the Surviving Corporation will pay Company Stock as though such remaining shares were issued and outstanding immediately prior to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"reverse stock split). (b) At least five Business Days Within ninety days (90) after the end of each Earn-Out Period, Parent shall pay to each of the Company Stockholders, for each share of Company Common Stock held by such Company Stockholder immediately prior to the Closing DateEffective Time, the Company shall deliver to Parent its good faith written estimate Per Share Consideration of the Closing Working Capitalearn-out amount (the “Earn-Out Amount”) (if any) for the applicable Earn-Out Period in accordance with Schedule 1.5(c). (c) Parent, which Parent in its sole discretion, shall have the right option of paying up to approve one-half of the Earn-Out Amount payable for any Earn-Out Period in Parent Common Stock with such Parent Common Stock being valued at the good faith exercise greater of its judgment $1.50 or the volume weighted average price per share of the Parent Common Stock on the Trading Market for the sixty (60) trading day period ending on the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation last trading day of such estimate. The Preliminary Closing Merger Consideration Earn-Out Period; provided, however, that (i) shall be decreased by if the amount, if any, by which EBITDA for any of the Estimated Closing Working Capital Earn-Out Periods is less equal to or greater than $500,000 (130% of the "Estimated Deficiency"applicable EBITDA Target for such Earn-Out Period as set forth in Schedule 1.5(c), or (ii) if at the time the Earn-Out Amount for an Earn-Out Period is payable in accordance with Section 1.5(c), the Parent Common Stock is not then listed for trading on a Trading Market, then the Earn-Out Amount for that Earn-Out Period shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) paid entirely in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger Considerationcash. (cd) If as of The parties acknowledge and agree that the Closing Earn-Out Amount represents consideration payable for the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, capital stock of the Company Debt over $4,400,000 is and not consideration for the "Excess Company Debt"), then services or the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number employment of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be madeany individuals.

Merger Consideration. (a) Prior The Merger Consideration, consisting of the total purchase price payable to any adjustments thereto the Stockholders and other equity interest holders of Boxing in connection with the acquisition by merger of Boxing, shall be delivered and shall consist exclusively of: (i) That number of newly issued shares of Series B Convertible Preferred Stock, par value $0.001 per share, of the Acquiror (the "Series B Stock") that convert into the number of shares of common stock, $0.001 par value per share, of Acquiror (the "Acquiror Common Stock") as is equal to the Exchange Number, rounded up to the nearest whole number. The Series B Stock shall be convertible into shares of Acquiror Common Stock in accordance with the remainder terms of, and the Series B Stock shall have those rights, preferences and designations set forth in, that certain Certificate of this Section 1.8Designation, Preferences and Rights of Series B Convertible Preferred Stock (the amount "Certificate of cash Designation"), a true and correct copy of which is attached hereto and made a part hereof as Exhibit 1.3(a)(i) and which will be duly authorized, approved and filed with the State of Delaware by Acquiror prior to the Effective Time; and (ii) A warrant (the "Merger Warrant"), in the form attached hereto as Exhibit 1.3(a)(ii), to acquire up to 6,000,000 shares of Acquiror Common Stock. The per share exercise price of Merger Warrant shall be $0.40. The Merger Warrant shall be issued at the Merger Closing. (iii) A warrant (the "Livingston Warrant"), in the form attached hereto as Exhibit 1.3(a)(i▇), ▇▇ ▇▇▇uire up to 1,000,000 shares of Acquiror Common Stock. The per share exercise price of the Livingston Warrant shall be $0.40. The Livingston Warrant shall be is▇▇▇▇ ▇▇ ▇▇e Merger Closing. (▇) ▇▇▇ Series B Stock to be paid by Parent and/or delivered at the Surviving Corporation to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Merger Closing (the "Preliminary Closing Preferred Merger ConsiderationShares"). The Preliminary Closing Merger Consideration ) shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock constitute sixty-five percent (excluding Dissenting Shares65%) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have outstanding equity ownership of Acquiror immediately following the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger ConsiderationEffective Time. (c) If as It is intended that the delivery of the Closing Merger Consideration shall qualify as a tax-free exchange under the sum Code. (d) The Preferred Merger Shares and, if issued, the shares of Acquiror Common Stock issued (i) upon conversion of the Company's bank indebtedness plus Preferred Merger Shares (the "Conversion Shares") and (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership upon exercise of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price Merger Warrant and the Livingston Warrant (the "principalWarrant Shares" portion of and, together with the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (togetherConve▇▇▇▇▇ ▇▇▇▇es, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company DebtMerger Shares"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing fully paid and non-assessable and shall be free and clear of all liens, levies and encumbrances, except that such shares shall be "restricted securities" pursuant to Rule 144 promulgated under the Excess Company Debt by Securities Act of 1933, as amended (the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be made"Securities Act").

Merger Consideration. (a) Prior to any adjustments thereto in accordance with the remainder The Merger Consideration shall consist of this Section 1.8, the amount of cash to be paid by Parent and/or the Surviving Corporation to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (i) the "Preliminary Closing Merger Consideration," (ii) the "). Option Merger Consideration," and (iii) the "Earn-Out Merger Consideration." The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in equal to the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders aggregate number of shares of Company Parent Common Stock, par value $.01 per share ("Parent Common Stock") issuable pursuant to Section 2.02. The Option Merger Consideration shall be equal to the aggregate number of shares of Parent Common Stock issuable upon the exercise of the Substitute Stock Options (excluding Dissenting Sharesas defined in Section 2.01(b)) upon surrender pursuant to Section 2.08. The Earn-Out Merger Consideration shall consist of their certificates for such shares at or after the Closing amount of any cash payments, without interest thereon, payable to the Company Shareholders (as defined in Section 2.01(b)) and the "Final Closing Merger Consideration")Company Optionees (as defined in Section 2.08) pursuant to Section 2.09. (b) At least five Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith written estimate and as of the Closing Working CapitalEffective Time, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares each share of Company Common Stock as of the Closing in order to arrive at the per-Stock, $.01 par value per share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (togethercollectively, the "Company DebtCommon Shares") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, other than those Company Common Shares held by any shareholder of the Company Debt over $4,400,000 is ("Company Shareholder") who properly exercises any appraisal rights available under applicable law ("Dissenting Shares") and Company Common Shares held in treasury), by virtue of the Merger and without any further action on the part of the holder thereof, shall be canceled and retired and cease to exist and shall thereafter represent the right to receive (i) subject to Sections 2.03 and Article VIII, the "Excess Closing Per Share Merger Consideration" which is defined in, and determined in accordance with, Section 2.02, and (ii) subject to the terms and conditions set forth in Section 2.09, the "Earn-Out Per Share Merger Consideration" which is defined in, and determined in accordance, with Section 2.09. At the Effective Time, each outstanding option to purchase Company DebtCommon Shares granted under the Company's 1996 Stock Option Plan and 1997 Stock Option Plan (collectively, the "), then the Preliminary Closing Merger Consideration Company Stock Options") shall be reduced by an amount calculated by dividing canceled, and Parent shall grant in substitution thereof to each holder thereof (collectively, the Excess "Company Debt by the number of issued and outstanding Optionees") a new option to purchase shares of Company Parent Common Stock as set forth in Section 2.08. Each Company Optionee shall be entitled to receive a portion of the Closing Earn-Out Merger Consideration subject to arrive at the per-share adjustment to be madeand as provided by Section 2.09.

Merger Consideration. (a) Prior to any adjustments thereto in accordance with the remainder For purposes of this Section 1.8Agreement, the "Merger Consideration" means (i) (A) an amount of cash equal to be paid by Parent and/or $85,700,000, minus (B) the Surviving Corporation to Closing Indebtedness Amount, minus (C) the record holders aggregate amount of issued and outstanding shares of unpaid Company Common Stock for each of their shares held Transaction Expenses as of the Closing, excluding Dissenting Sharesplus (D) the amount, upon surrender of if any, by which the certificates for such sharesNet Working Capital exceeds the Net Working Capital Target, minus (E) the amount, if any, by which the Net Working Capital is less than the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing Net Working Capital Target (collectively, the "Preliminary Closing Cash Merger Consideration"), plus (ii) the Equity Consideration. The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five three Business Days prior to the Closing Date, the Company shall will deliver in writing to Parent Buyer its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment Merger Consideration (the "Estimated Merger Consideration") based upon the most recent reasonably ascertainable financial information of the Company (which estimate will specifically set forth the various components of the Merger Consideration as set forth in the various clauses of Section 1.6(a) and will provide a four (4) week post-Closing Working Capitalcash forecast of the Company). The Estimated Merger Consideration will be subject to Buyer's prompt review and comment, in which the Company shall consider any such comment to the Estimated Merger Consideration in good faith; provided, however, that in the event the Company and Buyer are unable to resolve in good faith any items of disagreement with respect to the Estimated Merger Consideration, in no event shall the Company be obligated to reflect Buyer's position with respect to such item of disagreement in its calculation of the Estimated Merger Consideration. The Company will timely provide to Buyer such supporting documentation as Buyer may reasonably request in connection with Buyer's review of the Estimated Merger Consideration. (b) As soon as practicable and in any event not later than 90 days after the Closing, Buyer will cause to be prepared and delivered to the Equityholders' Representative a statement setting forth Buyer's calculation of the Cash Merger Consideration (the "Closing Statement"). The Company shall Buyer will make available to Parent all the work papers papers, back-up materials and other books and records utilized used in preparing the Estimated Closing Working Capital Statement available to the Equityholders' Representative at commercially reasonable times and upon reasonable notice. As soon as is reasonably practicable, but in any event within 30 days following the receipt of the Closing Statement, the Equityholders' Representative will complete a review of the Closing Statement and will inform Buyer in writing that the Closing Statement is acceptable or object to the Closing Statement in writing, setting forth a specific description of the Equityholders' Representative's objections and an alternate calculation of each such objected item. If the Equityholders' Representative does not so timely object to the Closing Statement, then the Equityholders' Representative (on behalf of itself and the Equityholders) will be deemed to have accepted the Closing Statement. If the Equityholders' Representative so objects to the Closing Statement and, after reasonable and good faith efforts by Buyer and the Equityholders' Representative to reach agreement on the disputed items or amounts, Buyer does not agree with the Equityholders' Representative's objections or such objections are not resolved on a mutually agreeable basis within 30 days of Buyer's receipt of such objections, any such disagreements will be promptly submitted by either party to ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (the "Accounting Firm"); provided, however, that if the Accounting Firm is unable to perform the services as set forth in this Section 1.6, Buyer and the Equityholders' Representative shall engage a mutually agreed upon nationally recognized independent public accounting firm, which shall serve as the Accounting Firm for all purposes set forth in this Section 1.6. The Accounting Firm shall act as an expert and not as an arbitrator and shall make available to Parent determine, based solely on the appropriate personnel involved in the preparation of such estimatewritten submissions by Equityholders' Representative and Buyer, and not by independent review, only those disputed items submitted. The Preliminary Closing Merger Consideration Accounting Firm shall not, assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or the Equityholders' Representative, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or the Equityholders' Representative, on the other hand. Buyer and the Equityholders' Representative will instruct the Accounting Firm to resolve such dispute as soon as practicable, and in any event within 30 days after submission of the dispute by the parties. The decision of the Accounting Firm will be final and binding upon the Equityholders' Representative (on behalf of itself and the Equityholders) and Buyer. The fees and expenses of the Accounting Firm (i) shall be decreased borne by the amount, if any, by which Equityholders' Representative (on behalf of the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"Equityholders), or in the proportion that the aggregate dollar amount of disputed items submitted thereto for resolution that are unsuccessfully disputed by the Equityholders' Representative (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of such submitted disputed items and (ii) shall be increased borne by Buyer in the proportion that the aggregate dollar amount of disputed items submitted thereto for resolution that are successfully disputed by the amountEquityholders' Representative (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of such submitted disputed items. Buyer and the Equityholders' Representative agree to execute, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided requested by the number of issued and outstanding shares of Company Common Stock as Accounting Firm, a reasonable engagement letter, including customary indemnification provisions in favor of the Closing in order to arrive at Accounting Firm, and Buyer and the per-share adjustment amount to the Preliminary Closing Merger ConsiderationEquityholders' Representative will each be responsible for 50% of any such indemnification obligations. (c) If the Cash Merger Consideration as finally determined pursuant to Section 1.6(b) (the "Final Cash Merger Consideration") is greater than the Estimated Cash Merger Consideration (such excess, the "Adjustment Amount"), then, within five business days after the determination of the Closing Final Cash Merger Consideration, subject to Section 1.12(c), Buyer will pay to the sum Paying Agent (on behalf of and for further distribution to the Equityholders in respect of their Allocated Share), by wire transfer of immediately available funds, the lesser of (i) the Company's bank indebtedness plus Adjustment Amount and (ii) the Company's remaining principal obligations to D.J. LeasingAdjustment Escrow Amount, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and thereafter Buyer and the "principal" portion Equityholders' Representative will direct the Escrow Agent to pay to the Paying Agent (on behalf of and for further distribution to the remaining monthly lease paymentsEquityholders in respect of their Allocated Share), but excluding an assumed interest component included by wire transfer of immediately available funds, the funds then held in said monthly payments at an interest rate of seven percent the Adjustment Escrow Account. (7%d) per annum) If the Estimated Cash Merger Consideration is greater than the Final Cash Merger Consideration (togethersuch excess, the "Company DebtExcess Amount") exceeds Four Million Four Hundred Thousand Dollars ), then, first, Buyer and the Equityholders' Representative will direct the Escrow Agent to pay to Buyer, by wire transfer of immediately available funds to an account designated by Buyer, the Excess Amount from the Adjustment Escrow Account, and second, subject to Section 1.12(c), Buyer and the Equityholders' Representative will direct the Escrow Agent to pay to the Paying Agent ($4,400,000) (on behalf of and for further distribution to the excessEquityholders in respect of their Allocated Share), by wire transfer of immediately available funds, the then remaining funds held in the Adjustment Escrow Account, if any, following the payment of the Company Debt over $4,400,000 is Excess Amount. The Adjustment Escrow Account shall be Buyer's sole source of recovery for the "Excess Company Debt"Amount. (e) The Parties will treat all payments required pursuant to Section 1.6(c) and Section 1.6(d) as adjustments to the Merger Consideration for Tax purposes to the extent permitted by applicable law. (f) In the event (x) Buyer fails to deliver to the Equityholders' Representative the Closing Statement within 90 days from the Closing Date in accordance with Section 1.6(b), then (y) the Preliminary Equityholders' Representative provides written notice to Buyer of its failure to deliver the Closing Merger Consideration Statement and (z) Buyer does not deliver the Closing Statement within five (5) days following receipt of such notice, then, the Equityholders' Representative in its sole discretion, may retain (at the sole cost and expense of Buyer) a nationally recognized independent accounting firm to analyze the Company's work papers, back-up materials and books and records, determine the calculation of, and prepare, the Closing Statement consistent with the provisions of Section 1.6(b), the determination of such accounting firm being conclusive, final and binding on the parties hereto absent manifest error; provided, however, that, notwithstanding the foregoing, the Equityholders' Representative reserves any and all other rights granted to it in this Agreement with respect to any and all matters relating to the Closing Statement. Buyer shall be reduced by an amount calculated by dividing promptly reimburse the Excess Company Debt Equityholders' Representative upon its request for all fees, costs and expenses incurred by the number of issued and outstanding shares of Company Common Stock as of Equityholders' Representative in connection with the Closing to arrive at the per-share adjustment to be madeforegoing.

Merger Consideration. As consideration for Sellers and Company agreeing to the Merger, BaM shall provide to Sellers the following (the “Merger Consideration”): (a) Prior On the Closing Date, BaM shall cause Parent to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash to be paid by Parent and/or the Surviving Corporation to the record holders of issued and outstanding shares of Company Common Stock reimburse Sellers for each a portion of their shares held as of expenses incurred in operating the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days prior to the Closing Date, in the Company shall deliver to Parent its good faith written estimate aggregate cash amount of Fifty Thousand Dollars ($50,000) (the “Merger Cash Payment”) with the remainder of expenses incurred in operating the company (approximately $120,000) paid upon funding of the Closing Working Capital, which Parent shall have project buildout.; with such payments to be made to the right to approve Sellers in the good faith exercise amounts set forth on Schedule 2.09; (b) On the Closing Date, BaM shall issue to Sellers 16,666,667 shares of its judgment common stock ($0.0001 par value), priced at the closing price of BAMM on the CSE exchange the day prior to Closing (the "Estimated Closing Working Capital"“Merger Consideration Shares”). The Company shall make available to Parent all work papers and other books and records utilized in preparing Within five (5) Business Days following the Estimated Closing Working Capital and shall make available to Parent Date, the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration Shares shall be issued to Sellers in accordance with Sellers’ Pro Rata Share and held by BaM’s transfer agent for the benefit of the Sellers until either: (i) shall be decreased by all or a portion of the amount, if any, by which share certificates representing the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"Merger Consideration Shares are conveyed to Sellers in accordance with Section 2.13(c), or ; and/or (ii) all or a portion of the share certificates representing the Merger Consideration Shares are cancelled and surrendered following ▇▇▇▇▇▇’s termination of obligations in accordance with Section 2.13(d). While BaM’s transfer agent holds the share certificates representing the Merger Consideration Shares, the Merger Consideration Shares shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of treated as issued and outstanding and owned by the Sellers, such that among other things the Sellers shall be entitled to vote on the shares of Company Common Stock as represented by the Merger Consideration Shares and to receive any dividends paid with respect to the Merger Consideration Shares, provided that BaM’s transfer agent shall not release the share certificates representing the Merger Consideration Shares to physical possession of the Sellers until the Surviving Corporation achieves the Post Closing Milestones as set forth in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger ConsiderationSection 2.13(c) hereof. (c) If as of the Closing the sum of The Company and Sellers acknowledge and agree that: (i) the Company's bank indebtedness plus The Merger Consideration Shares shall be subject to statutory resale restrictions under applicable Canadian securities Laws; (ii) Upon the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership original issuance of the vending machines leased Merger Consideration Shares, and until such time as the same is no longer required under its equipment lease with applicable Canadian securities Laws, the certificates representing such corporation securities, and all certificates other instruments issued in exchange therefor or in substitution thereof, shall bear a legend substantially in the following form: "UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert the date that is 4 months and a day after the distribution date]."; (including iii) The Merger Consideration Shares have not been and will not be registered under the Securities Act or under any U.S. state securities laws, and will only be issued to a Seller as “restricted securities” (as defined in Rule 144 under the Securities Act) in a transaction exempt from, or not subject to, the registration requirements of the Securities Act and applicable U.S. state securities laws; (iv) Upon the original issuance of the Merger Consideration Shares, and until such principal obligations time as the $400,000 option purchase price same is no longer required under applicable requirements of the Securities Act or applicable U.S. state securities laws, the certificates representing such securities, and all certificates other instruments issued in exchange therefor or in substitution thereof, shall bear a legend substantially in the following form: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION OR EXCLUSION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.” provided that, if the Merger Consideration Shares are being sold pursuant to Rule 144 under the Securities Act, if available, the legend may be removed by delivery to BaM and the "principal" portion registrar and transfer agent for the Merger Consideration Shares of an opinion of counsel of recognized standing in form and substance reasonably satisfactory to BaM, that such legend is no longer required under applicable requirements of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be madeSecurities Act.

Merger Consideration. (a) Prior Subject to any the adjustments thereto set forth in accordance with the remainder of this Section 1.81.4(c) herein, the amount of cash consideration payable by Ventures to the MCNT Holders (the “Merger Consideration”) shall be paid by Parent and/or Ventures at Closing to such holders in the Surviving Corporation form of Class C Partnership Interests in Ventures (the “Class C Interests”) equivalent in value to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as such MCNT Holder’s pro rata percentage set forth on Schedule 1.4(a) of the Closing“Adjusted Equity Value” of MCNT set forth in Cell Q69 of Schedule 1.41; provided, excluding that the Parties agree and acknowledge that no such consideration shall be paid by Ventures to any holder of Dissenting Shares, upon surrender it being agreed that such holder shall receive consideration in exchange for his or her Dissenting Shares as set forth in Section 1.3(c) above and any MCNT Holders who are not holders of Dissenting Shares shall not, by virtue of there being any Dissenting Shares, be entitled to receive more than their pro rata percentage set forth on Schedule 1.4(a) of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number “Adjusted Equity Value” of issued and outstanding shares MCNT set forth in Cell Q69 of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration")Schedule 1.41. (b) At least The Merger Consideration payable hereunder has been derived from the relative fair market values of the businesses of MCNT, Impel, UANT and USMD as determined by fair market value appraisals (and updates to the same) conducted by experienced and independent third party appraisal companies. (c) The aggregate Merger Consideration payable at Closing shall be adjusted following the Closing based upon changes in the Adjusted Equity Value of MCNT relative to, (i) changes in the Adjusted Equity Value of Impel, (ii) changes in the Adjusted Equity Value of UANT, (iii) changes in the Adjusted Equity Value of Ventures, and (iv) changes in the Adjusted Equity Value of the shares of common stock of USMD contributed to Ventures by USMD shareholders pursuant to the UANT Agreement, in each case between September 30, 2011 and 11:59 p.m. local time in Dallas, Texas on the Closing Date (the “Schedule 1.41 Adjustments”). The Schedule 1.41 Adjustments shall be calculated as follows: (i) to reflect any changes from December 31, 2011 in “Total Subsidiary Level Debt,” “USMD Corporate Level Debt,” “Ventures/UANT Corporate Level Debt,” “Impel Level Debt,” and “MCNT Corporate Level Debt,” as set forth in Columns D, F, G, H, and I, respectively, of Schedule 1.41; (ii) to reflect any changes since September 30, 2011 in ownership percentages of the assets or investments held by either USMD, Ventures/UANT, Impel, and MCNT, as reflected in Columns J, L, N, and P, respectively, of Schedule 1.41; (iii) to reflect on Schedule 1.41 the amount of any “Deferred Payment Obligations” of USMD, Ventures/UANT, Impel, and MCNT as set forth in Cells K62, M62, O62, and Q62, respectively. Such amounts shall be calculated in accordance with the Schedule 1.41 Deferred Payment Obligations as defined in Article IX; (iv) to reflect the amount of any “Net Working Capital Adjustments” of USMD, Ventures/UANT, Impel, and MCNT in Cells D75 of Schedule 1.42, D68 of Schedule 1.43, D75 of Schedule 1.44, and D75 of Schedule 1.45, respectively; and (v) to reflect on Schedule 1.41 the amount of any mutually approved capital expenditures (A) since December 31, 2010 relating to fixed assets of the UANT clinical practice and (B) since September 30, 2011 relating to fixed assets or mutually approved capital contributions of USMD, Ventures/UANT, Impel, and MCNT as set forth in Cells K65, M65, O65, and Q65, including without limitation approved capital expenditures for equipment, building or tenant improvements. (d) For the purposes of computing the adjustments, if any, pursuant to subsection (c) above, no adjustments to the Merger Consideration or Adjusted Equity Values reflected on Row 69 of Schedule 1.41 shall be made to the extent of any amounts already included in the calculations set forth in Rows 62-65 and Row 67 of Schedule 1.41 and the following provisions shall be applicable: (i) No later than forty-five Business Days prior to (45) days following the Closing Date, the Company MCNT Representative shall prepare and deliver to Ventures a calculation of the Schedule 1.41 Adjustments related to MCNT, based upon its financial statements at and as of the Closing. No later than fifteen (15) days following the delivery by the MCNT Representative of the proposed Schedule 1.41 Adjustments related to MCNT, Ventures shall deliver to Parent its good faith written estimate the MCNT Representative a calculation of all Schedule 1.41 Adjustments set forth in subsection (c) above. Each of the Closing Working Capital, which Parent MCNT Representative and Ventures shall have give to the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers other any information and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased back-up materials reasonably requested by the amount, if any, by which requesting Party with respect to the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or Schedule 1.41 Adjustments. (ii) The MCNT Representative shall have thirty (30) days following receipt of the calculations of Schedule 1.41 Adjustments to notify Ventures of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. At any time within such thirty (30)-day period, the MCNT Representative shall be increased by entitled to agree with any or all of the amount, if any, by which items set forth in Ventures’s calculation of the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), Schedule 1.41 Adjustments. (iii) in either case If the MCNT Representative does not notify Ventures of any such dispute within such thirty (an Estimated Deficiency 30)-day period, or an Estimated Excess) divided by the number notifies Ventures of issued and outstanding shares of Company Common Stock as its agreement with Ventures’s calculations, Ventures’s calculations of the Closing in order Schedule 1.41 Adjustments shall be final and binding on the Parties and shall be deemed to arrive at the per-share adjustment amount be final and binding for purposes of any adjustments to consideration made pursuant to the Preliminary Closing Merger ConsiderationUANT Agreement. (civ) If the MCNT Representative notifies Ventures of any such dispute within such thirty (30)-day period, the Schedule 1.41 Adjustments shall be resolved as follows: (A) The MCNT Representative and Ventures shall jointly determine the extent of any Schedule 1.41 Adjustments as promptly as practicable. (B) In the event that the MCNT Representative and Ventures are unable to agree upon any of the Closing Schedule 1.41 Adjustments, the sum Parties shall submit such matter to the Dallas, Texas office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (i) or if such firm is unwilling or unable to serve, another nationally recognizable accounting firm mutually agreed upon by the Company's bank indebtedness plus (ii) Parties), who shall make the Company's remaining principal obligations final determination with respect to D.J. Leasing, Inc. to acquire ownership the correctness of the vending machines leased under its equipment lease proposed Schedule 1.41 Adjustments in light of the terms and provisions of this Agreement, with such corporation (including in such principal obligations determination being final and binding on the $400,000 option purchase price Parties and be final and binding for purposes of any adjustments to consideration made pursuant to the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be madeUANT Agreement.

Merger Consideration. As soon as reasonably practicable as of or after the Effective Time: (a) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash to be paid by Parent and/or the Surviving Corporation The Company shall deliver to the record holders of issued transfer agent and outstanding shares of Company Common Stock registrar for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their the "Company Transfer Agent"), duly executed certificates for such shares at or after the Closing (the "Final Closing Merger Consideration")Company Common Stock to be countersigned and re-issued as Non-Cash Election Shares. (b) At least five Business Days prior to Upon or as soon as practicable after the Closing DateEffective Time, the Company (either directly, or indirectly through its financing sources) shall deliver deposit or cause to Parent its good faith written estimate be deposited in an Escrow Account, pursuant to an Escrow Agreement, dated as of the Closing Working Capital_________ __, which Parent shall have the right to approve in the good faith exercise of its judgment 1997 (the "Estimated Closing Working CapitalEscrow Agreement"). , between The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 Chase Manhattan Bank (the "Estimated DeficiencyEscrow Agent"), or (ii) shall be increased by ChaseMellon Shareholder Services, L.L.C. and the amountCompany, if any, by which the Estimated Closing Working Capital is greater than $500,000 immediately available funds (the "Estimated ExcessEscrow Fund"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order aggregate amount equal to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus product of (A) the Cash Election Price and (B) each issued and outstanding share of Company Common Stock (other than Electing Shares and Dissenting Shares) converted into the right to receive the Cash Election Price pursuant to Section 2.1(c) of the Merger Agreement and (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership product of (A) the vending machines leased under its equipment lease with such corporation Warrant Consideration and (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%B) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of each issued and outstanding Company Warrant converted into the right to receive the Warrant Consideration pursuant to Section 2.6 of the Merger Agreement. Pursuant to the Escrow Agreement, the Escrow Fund shall be held in a segregated account the principal of which is held in trust for the benefit of (i) the holders of each issued and outstanding share of Company Common Stock (other than Electing Shares and Dissenting Shares) converted into the right to receive the Cash Election Price pursuant to Section 2.1(c) of the Merger Agreement and (ii) the holders of each issued and outstanding Company Warrant converted into the right to receive the Warrant Consideration pursuant to Section 2.6 of the Merger Agreement. Any interest and other income with respect to the Escrow Fund shall be paid to the Company as and when requested by the Company. Amounts other than such interest and other income shall be withdrawn from the Escrow Fund by the Exchange Agent to make cash payments pursuant to the Merger Agreement in respect of shares of Company Common Stock or Company Warrants, as the case may be, in accordance with Section 6 below or any required tax withholdings. The Exchange Agent shall not use the Escrow Fund for any other purpose unless specifically so directed by the Company in writing. Pursuant to the Escrow Agreement, the Escrow Fund shall terminate, and all funds therein will be remitted to the Company, upon either (i) the earlier of (a) delivery by the Exchange Agent of the Closing entire principal amount of the Escrow Fund pursuant to arrive at this Agreement and (b) __________ __, 1997 or (ii) such date following ________ __, 1997 but no later than ________ __, 1997, as shall be communicated in writing by the perCompany to the Escrow Agent (such date, the "Escrow Termination Date"). (c) In the event the Escrow Agreement is terminated, from the Escrow Termination Date until ________ __, 1997, the Exchange Agent shall make cash payments pursuant to the Merger Agreement (the "Post-share adjustment Escrow Payments") to be madeholders of Company Common Stock in respect of shares of Company Common Stock or to holders of Company Warrants in respect of Company Warrants, as the case may be, in accordance with Section 6 below or any required tax withholdings. Until ________ __, 1997, the Company shall make weekly remittances to the Exchange Agent in an amount sufficient, as communicated to the Company by the Exchange Agent, to satisfy the Post-Escrow Payments.

Merger Consideration. (a) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash The aggregate consideration to be paid by Parent and/or Buyer on the Surviving Corporation Closing Date with respect to the record holders of issued Outstanding Shares, Vested Company Options and outstanding shares of Vested Company Common Restricted Stock for each of their shares held as Units of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, Company shall be a cash amount that is the per-share amount determined by dividing equal to (a) Sixty Million Dollars ($5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing 60,000,000) (the "Preliminary Closing Merger Consideration"“Base Amount”). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). minus (b) At least five Business Days the aggregate amount of all Transaction Costs, to the extent not paid on or prior to the Closing Date, minus (c) the aggregate amount of all Closing Indebtedness, to the extent not paid prior to the Closing Date, and plus (d) if the Net Working Capital Adjustment Amount is a positive amount, the Net Working Capital Adjustment Amount, or minus (e) if the Net Working Capital Adjustment Amount is a negative amount, the Net Working Capital Adjustment Amount (the “Merger Consideration”). Six Million Dollars ($6,000,000) of the Merger Consideration (the “Escrow Amount”) will be withheld and placed in a third party escrow until the date that is twelve (12) months from the Closing Date (the “Escrow Release Date”) and $50,000 of the Merger Consideration (the “Reserve Amount”) will be held by the Shareholders’ Representative until released pursuant to the terms of Section 11.13 hereof (the “Reserve Amount Release Date”). (a) The Company shall deliver to Parent its good faith written estimate Buyer an allocation schedule which shall set forth the following, in accordance with the terms and conditions of this Agreement and the Company’s Organizational Documents: (A) the amount of Merger Consideration to be received by each Equity Holder (assuming no deductions related to the Escrow Amount or the Reserve Amount) (B) the portion of the Closing Working CapitalEscrow Amount and the Reserve Amount allocated to each Equity Holder, which Parent shall have as applicable, (C) the right total Merger Consideration paid to approve in each Equity Holder (after deductions related to the good faith exercise of its judgment Escrow Amount and the Reserve Amount, as applicable), and (D) each Equity Holder’s Pro-Rata Portion (expressed as a percentage) (the "Estimated Closing Working Capital"“Allocation Schedule”). The Company shall make available to Parent all work papers and other books and records utilized in preparing form of the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) Allocation Schedule shall be decreased agreed upon by Buyer and the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger Considerationdate hereof. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be made.

Merger Consideration. (a) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash The aggregate consideration to be paid by Parent and/or Acquiror and Merger Sub in connection with the Surviving Corporation Merger for the benefit of Holders shall be an amount equal to (i) the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of Base Amount minus (ii) the Closing Date Indebtedness (as set forth on the "Preliminary Closing Disbursement Schedule) minus (iii) any Transaction Expenses (such amount, the “Merger Consideration"). The Preliminary Closing Merger Consideration ”) and such consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after paid on the Closing (the "Final Closing Merger Consideration")Date in accordance with Section 2.7. (b) At least five (5) Business Days Days, but not more than ten (10) Business Days, prior to the anticipated Closing Date, the Company shall prepare and deliver to Parent its Acquiror a written statement certified by the chief financial officer of the Company setting forth a schedule (the “Disbursement Schedule”), which shall set forth the Company’s good faith written estimate determination of each of the Closing Working Capitalfollowing (any such amounts that are estimates to be updated and adjusted, which Parent shall have if necessary, in accordance with the right to approve in the good faith exercise last sentence of its judgment (the "Estimated Closing Working Capital"this Section 2.6(b). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration ): (i) the Closing Date Indebtedness (as of the anticipated Closing Date) and wire transfer instructions for the account or accounts into which repayment of such Indebtedness shall be decreased by the amountmade, if any, by which the Estimated Closing Working Capital is less than $500,000 in accordance with one or more pay-off letters in customary form delivered therewith (the "Estimated Deficiency"such pay-off letters shall include a release of all Liens and guarantees in connection with such repaid Indebtedness), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess")any Transaction Expenses, (iii) in either case the resulting calculation of the Merger Consideration and the Paying Agent’s wire transfer instructions for the sf-3640269 account into which payment o▇ ▇▇▇▇ amount shall be made, and (an Estimated Deficiency or an Estimated Excessiv) divided the portion of the Merger Consideration payable to each Holder. The Disbursement Schedule shall, to the extent necessary, be updated by the number of issued and outstanding shares of Company Common Stock as of from time to time prior to the Closing in order to arrive at reflect any changes therein of which the per-share adjustment amount to the Preliminary Closing Merger ConsiderationCompany becomes aware. (c) If as After delivery of the Closing Disbursement Schedule, the sum of Company shall, and shall cause AG LLC to, (i) reasonably assist Acquiror and its Representatives in Acquiror’s review of the Company's bank indebtedness plus Disbursement Schedule, and (ii) the Company's remaining principal obligations give Acquiror reasonable access to D.J. Leasing, Inc. to acquire ownership and copies of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price books and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, records of the Company Debt over $4,400,000 is and AG LLC and reasonable access to relevant personnel thereof (including any auditors or accountants) for the "Excess Company Debt"), then purpose of reviewing the Preliminary Closing Merger Consideration Disbursement Schedule. Such access rights shall be reduced by an amount calculated by dividing exercised during normal business hours, upon reasonable prior notice and in a manner that does not unreasonably interfere with the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as operations of the Closing Company and AG LLC. The Company shall consider in good faith any comments on the Disbursement Schedule submitted by Acquiror; provided, however, that to arrive the extent the Company does not reflect any of Acquiror’s comments on the Disbursement Schedule, the Company shall provide a good faith response of its rationale for not including such comments, which response shall be delivered to the Acquiror at least one (1) Business Day prior to the per-share adjustment Closing. To the extent the Company updates the Disbursement Schedule in response thereto, such updated version shall be delivered to be madeAcquiror at least one (1) Business Day Date prior to the Closing, and the most recently updated Disbursement Schedule shall constitute the Disbursement Schedule for all purposes of this Agreement and the other Transaction Documents.

Merger Consideration. (a) Prior Subject to any the adjustments thereto set forth in accordance with the remainder of this Section 1.81.4(c) herein, the amount of cash consideration payable by Ventures to the MCNT Holders (the “Merger Consideration”) shall be paid by Parent and/or Ventures at Closing to such holders in the Surviving Corporation form of Class C Partnership Interests in Ventures (the “Class C Interests”) equivalent in value to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as such MCNT Holder’s pro rata percentage set forth on Schedule 1.4(a) of the Closing“Adjusted Equity Value” of MCNT set forth in Cell Q69 of Schedule 1.4; provided, excluding that the Parties agree and acknowledge that no such consideration shall be paid by Ventures to any holder of Dissenting Shares, upon surrender it being agreed that such holder shall receive consideration in exchange for his or her Dissenting Shares as set forth in Section 1.3(c) above and any MCNT Holders who are not holders of Dissenting Shares shall not, by virtue of there being any Dissenting Shares, be entitled to receive more than their pro rata percentage set forth on Schedule 1.4(a) of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number “Adjusted Equity Value” of issued and outstanding shares MCNT set forth in Cell Q69 of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration")Schedule 1.4. (b) At least The Merger Consideration payable hereunder has been derived from the relative fair market values of the businesses of MCNT, Impel, UANT and USMD as determined by fair market value appraisals (and updates to the same) conducted by experienced and independent third party appraisal companies. (c) The aggregate Merger Consideration payable at Closing shall be adjusted following the Closing based upon changes in the Adjusted Equity Value of MCNT relative to, (i) changes in the Adjusted Equity Value of Impel, (ii) changes in the Adjusted Equity Value of UANT, (iii) changes in the Adjusted Equity Value of Ventures, and (iv) changes in the Adjusted Equity Value of the shares of common stock of USMD contributed to Ventures by USMD shareholders pursuant to the UANT Agreement, in each case between September 30, 2011 and 11:59 p.m. local time in Dallas, Texas on the Closing Date (the “Schedule 1.4 Adjustments”). The Schedule 1.4 Adjustments shall be calculated as follows: (i) to reflect any changes from December 31, 2011 in “Total Subsidiary Level Debt,” “USMD Corporate Level Debt,” “Ventures/UANT Corporate Level Debt,” “Impel Level Debt,” and “MCNT Corporate Level Debt,” as set forth in Columns D, F, G, H, and I, respectively, of Schedule 1.41; (ii) to reflect any changes since September 30, 2011 in ownership percentages of the assets or investments held by either USMD, Ventures/UANT, Impel, and MCNT, as reflected in Columns J, L, N, and P, respectively, of Schedule 1.41; (iii) to reflect on Schedule 1.4 the amount of any “Deferred Payment Obligations” of USMD, Ventures/UANT, Impel, and MCNT as set forth in Cells K62, M62, 062, and Q62, respectively. Such amounts shall be calculated in accordance with the Schedule 1.4 Deferred Payment Obligations as defined in Article IX; (iv) to reflect the amount of any “Net Working Capital Adjustments” of USMD, Ventures/UANT, Impel, and MCNT in Cells D75 of Schedule 1.42, D68 of Schedule 1.43, D75 of Schedule 1.44, and D75 of Schedule 1.45, respectively; and (v) to reflect on Schedule 1.41 the amount of any mutually approved capital expenditures since September 30, 2011 relating to fixed assets of USMD, Ventures/UANT, Impel, and MCNT as set forth in Cells K65, M65, 065, and Q65, including without limitation approved capital expenditures for equipment, building or tenant improvements. (d) For the purposes of computing the adjustments, if any, pursuant to subsection (c) above, no adjustments to the Merger Consideration or Adjusted Equity Values reflected on Row 69 of Schedule 1.4 shall be made to the extent of any amounts already included in the calculations set forth in Rows 62-65 and Row 67 of Schedule 1.4 and the following provisions shall be applicable: (i) No later than forty-five Business Days prior to (45) days following the Closing Date, the Company MCNT Representative shall prepare and deliver to Ventures a calculation of the Schedule 1.4 Adjustments related to MCNT, based upon its financial statements at and as of the Closing. No later than fifteen (15) days following the delivery by the MCNT Representative of the proposed Schedule 1.4 Adjustments related to MCNT, Ventures shall deliver to Parent its good faith written estimate the MCNT Representative a calculation of all Schedule 1.4 Adjustments set forth in subsection (c) above. Each of the Closing Working Capital, which Parent MCNT Representative and Ventures shall have give to the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers other any information and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased back-up materials reasonably requested by the amount, if any, by which requesting Party with respect to the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or Schedule 1.4 Adjustments. (ii) The MCNT Representative shall have thirty (30) days following receipt of the calculations of Schedule 1.4 Adjustments to notify Ventures of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. At any time within such thirty (30)-day period, the MCNT Representative shall be increased by entitled to agree with any or all of the amount, if any, by which items set forth in Ventures’s calculation of the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), Schedule 1.4 Adjustments. (iii) in either case If the MCNT Representative does not notify Ventures of any such dispute within such thirty (an Estimated Deficiency 30)-day period, or an Estimated Excess) divided by the number notifies Ventures of issued and outstanding shares of Company Common Stock as its agreement with Ventures’s calculations, Ventures’s calculations of the Closing in order Schedule 1.4 Adjustments shall be final and binding on the Parties and shall be deemed to arrive at the per-share adjustment amount be final and binding for purposes of any adjustments to consideration made pursuant to the Preliminary Closing Merger ConsiderationUANT Agreement. (civ) If the MCNT Representative notifies Ventures of any such dispute within such thirty (30)-day period, the Schedule 1.4 Adjustments shall be resolved as follows: (A) The MCNT Representative and Ventures shall jointly determine the extent of any Schedule 1.4 Adjustments as promptly as practicable. (B) In the event that the MCNT Representative and Ventures are unable to agree upon any of the Closing Schedule 1.4 Adjustments, the sum Parties shall submit such matter to the Dallas, Texas office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (i) or if such firm is unwilling or unable to serve, another nationally recognizable accounting firm mutually agreed upon by the Company's bank indebtedness plus (ii) Parties), who shall make the Company's remaining principal obligations final determination with respect to D.J. Leasing, Inc. to acquire ownership the correctness of the vending machines leased under its equipment lease proposed Schedule 1.4 Adjustments in light of the terms and provisions of this Agreement, with such corporation (including in such principal obligations determination being final and binding on the $400,000 option purchase price Parties and be final and binding for purposes of any adjustments to consideration made pursuant to the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be madeUANT Agreement.

Merger Consideration. (a) Prior Subject to any adjustments thereto in accordance with SECTIONS 2.2, 2.4, 2.5 and 2.6, at the remainder Effective Time of this Section 1.8the Holding Company Merger, the amount of cash to be paid by Parent and/or the Surviving Corporation to the record holders of issued Company Shares outstanding at such Effective Time, other than the Buyer and outstanding its Affiliates, shall be entitled to receive, and the Buyer shall pay or issue and deliver, in the aggregate, (i) a number of shares of Company Common the Buyer's Stock for each of their shares held as of Company Share based on the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing Exchange Ratio (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated DeficiencyPER SHARE STOCK CONSIDERATION"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than an amount equal to $500,000 20.00 in cash for each such Company Share (the "Estimated ExcessPER SHARE CASH CONSIDERATION"). The foregoing consideration, collectively and in the aggregate, shall be referred to herein as the "MERGER CONSIDERATION." (iiib) in either case Subject to the allocation provisions of SECTION 2.4, each holder of a Company Share may elect to receive the Per Share Stock Consideration or the Per Share Cash Consideration for each such Company Share; provided, however, that the aggregate number of Company Shares with respect to which the Per Share Stock Consideration shall be paid as the Merger Consideration shall be 439,819 shares (an Estimated Deficiency subject to equitable adjustment for any stock dividend, stock split or an Estimated Excess) divided other stock payment by the number Company after the date hereof but prior to the Effective Time), subject to adjustment so that the amount of issued and outstanding the Merger Consideration paid in shares of the Buyer's Stock shall not be less than the amount (currently 40%) necessary to qualify the Holding Company Common Stock Merger as a reorganization under Section 368 of the Closing Code, as determined by the Company at or immediately after the Effective Time upon consultation with its independent accountants and counsel. Such amount of the Buyer's Stock paid as Merger Consideration shall be referred to in order this Agreement as the "TOTAL STOCK MERGER CONSIDERATION," and such amount of cash paid as Merger Consideration shall be referred to arrive at as the per-share adjustment amount to the Preliminary Closing Merger Consideration"TOTAL CASH MERGER CONSIDERATION." (c) If as No fractional shares of the Closing the sum of (i) the CompanyBuyer's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration Stock shall be reduced by an amount calculated by dividing issued or delivered in connection with the Excess Holding Company Debt by the number Merger. In lieu of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be made.any such fractional share, subject to

Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) Prior to any adjustments thereto in accordance with the remainder Each share of this Section 1.8, the amount capital stock of cash to be paid by Parent and/or the Surviving Corporation to the record holders of Merger Sub issued and outstanding shares immediately prior to the Effective Time shall be converted into one share of Company Common Stock for each of their shares held as common stock, $.0001 par value, of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration")Corporation. (b) At least five Business Days prior to the Closing Date, All shares of any class of capital stock of the Company held by the Company as treasury stock automatically shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers be cancelled and other books and records utilized in preparing the Estimated Closing Working Capital retired and shall make available cease to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) exist, and no consideration shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) delivered in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger Considerationexchange therefor. (c) If Each share of preferred stock, par value $0.0001 per share, of the Company (“Company Preferred Stock”) issued and outstanding immediately prior to the Effective Time, other than Dissenting Shares, shall be converted into the right to receive from Parent an amount in cash (rounded to the nearest cent), payable at the time and in the manner set forth in Section 1.7.2, determined by dividing (i) $5,800,000 (“Base Merger Consideration”), less (A) the amount of any Company Debt outstanding as of the Closing Date (other than the sum Assumed Debt), less (B) any portion of the Escrow Amount that is credited to Parent pursuant to the Escrow Agreement in respect of indemnification Claims pursuant to Article VII, less (iC) any portion of the Company's bank indebtedness Escrow Amount that is distributed to individuals other than the holders of Company Preferred Stock pursuant to the Escrow Agreement, plus or minus (D) any positive or negative adjustment determined pursuant to Section 1.7.3 below, by (ii) the Company's remaining principal obligations total number of shares of Company Preferred Stock outstanding immediately prior to D.J. Leasingthe Effective Time (such amount being referred to herein as the “Merger Consideration”). (d) Each share of common stock, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the par value $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) 0.0001 per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if anyshare, of the Company Debt over $4,400,000 is the "Excess (“Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of Common Stock”) issued and outstanding shares immediately prior to the Effective Time, other than Dissenting Shares, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (e) Parent shall assume all obligations of certain stockholders of the Company, in accordance with the terms of Section 2.3 of that certain Note Purchase Agreement, by and between Battery Ventures VI, L.P. and GoldNet Internet Solutions, Inc., dated as of December 22, 2003, with respect to the promissory note made by the Company for the benefit of GoldNet Internet Solutions, Inc., dated December 22, 2003, in the principal amount of $1,679,884.72 plus the accrued and unpaid interest thereon (the “Assumed Debt”). The provisions of this Section 1.7.1(e) are intended for the benefit of, and will be enforceable by, Battery Ventures VI, L.P., together with its Affiliates and assigns, and are in addition to any other rights such Persons may have with respect to the subject matter of this Section 1.7.1(e). (f) Notwithstanding the foregoing, at Closing Parent will withhold from the Base Merger Consideration and deposit with the Escrow Agent an amount in cash equal to $500,000 (the “Escrow Amount”), to be held and disbursed by the Escrow Agent in accordance with the terms hereof and of an Escrow Agreement in substantially the form attached hereto as Exhibit 1.7.1(f) (the “Escrow Agreement”) which shall be signed and delivered by the parties thereto at Closing. (g) No Stock Purchase Rights (including without limitation options, warrants or other rights to purchase Company Common Stock or Company Preferred Stock) shall survive the Closing or be assumed, or substituted for, by Parent, and at the Effective Time all Stock Purchase Rights that have not been exercised shall terminate in accordance with their terms. Each outstanding Stock Purchase Right must be exercised in accordance with its terms prior to the Effective Time or, if not so exercised, will expire and be automatically cancelled at the Effective Time and no consideration shall be delivered in exchange therefor. (h) Holders of Company Common Stock and Company Preferred Stock that have complied with all the requirements for perfecting appraisal rights as required under Delaware Law and dissenters rights as required under the California Law (the “Dissenting Shares”) shall be entitled to their appraisal rights under Delaware Law and/or dissenters rights under California Law with respect to such shares in lieu of any portion of the Merger Consideration under this Agreement. Notwithstanding the foregoing, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights, then, as of the Closing to arrive at later of the per-share adjustment Effective Time and the occurrence of such event, such holder’s shares shall automatically cease to be madeDissenting Shares and be converted into and represent only the right to receive the portion of the Merger Consideration to which such holder is then entitled under this Agreement, without interest thereon and upon surrender of the certificate representing such shares in accordance with this Agreement. Notwithstanding any provision of this Agreement to the contrary, any Dissenting Shares held by a stockholder that has perfected such stockholder’s appraisal rights for such shares in accordance with Delaware Law and/or such stockholder’s dissenters rights for such shares in accordance with California Law shall not be converted into the right to receive a portion of the Merger Consideration. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. The Company shall give Parent (i) prompt notice of any written demands for appraisal or dissenters rights, withdrawals of demands for appraisal or dissenters rights and any other instruments served pursuant to the applicable provisions of Delaware Law or California Law relating to the appraisal process received by the Company, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law or dissenters rights under California Law. The Company will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or dissenters rights or settle or offer to settle any such demands.

Merger Consideration. (a) Prior to any adjustments thereto The aggregate consideration payable by Parent in accordance with respect of the remainder of this Section 1.8, the amount Company Shares will be a mixture of cash to be paid by and Parent and/or the Surviving Corporation to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting the value of which is calculated as set forth in the definition of Merger Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (ba) At least five Business Days prior Subject to the Closing Dateterms and conditions set forth in this Agreement, at the Company shall deliver to Parent its good faith written estimate of the Closing Working CapitalEffective Time, which Parent shall have pay, and the right Stockholders shall be entitled to approve in the good faith exercise of its judgment receive, an amount equal to (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration without duplication): (i) shall be decreased by Ten Million Dollars ($10,000,000) in immediately available funds (the “Closing Cash Base Amount”); (ii) plus the amount, if any, by which the Estimated Closing Net Working Capital is exceeds the Target Net Working Capital; (iii) less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Target Net Working Capital exceeds the Estimated Net Working Capital; (iv) less the amount of Estimated Company Indebtedness (other than the PPP Loan); (v) less the amount to be escrowed with respect to the PPP Loan pursuant to the PPP Escrow Agreement (the “PPP Loan Amount”); (vi) less the amount of Estimated Company Transaction Expenses; (vii) less One Million Dollars ($1,000,000) (the “Holdback”); (viii) plus the Merger Shares. The aggregate amount of items (ii) – (vii) above is referred to herein as the “Closing Cash Adjustment”, and such amount, together with the amount of the Closing Cash Base Amount, is referred to herein as the “Initial Closing Cash Consideration.” The Initial Closing Cash Consideration will be subject to further adjustment after the Closing pursuant to Section 2.11 and Section 10.5. For the avoidance of doubt, the aggregate Closing Cash Adjustment may be a positive or a negative number. The amount of the Initial Closing Cash Consideration plus the amount of the Holdback received after the Closing plus the Merger Shares is referred to herein as the “Merger Consideration.” The Parties agree that the Merger Shares determined to be paid to the Stockholders as provided for in the definition of Merger Shares in Annex A were reduced by agreement of the Parties in an amount equal to $350,000 (the “Bonus Shares Amount”), and the Parties agree that Parent shall provide an additional amount equal to $250,000 (collectively with the Bonus Shares Amount, the “Total Bonus Shares Amount”), for the purpose of allocating and issuing a number of shares of Parent Common Stock equal to the Total Bonus Shares Amount (at the fair market value as determined by Parent’s Board of Directors pursuant to the Parent Stock Plan) (the “Bonus Shares”) by Parent to certain employees of the Company Subsidiaries, as directed by the Stockholder Representative and set forth in the Closing Payment Schedule. The Bonus Shares will be issued pursuant to Parent’s form of Restricted Stock Award Agreement and will vest on the twelve (12)-month anniversary of the Closing Date. (b) No less than three (3), but no more than ten (10), Business Days prior to the Closing, the Company will deliver to Parent the Closing Payment Schedule, which will include, among other things, a statement (the “Estimated Closing Statement”) containing (i) an estimated balance sheet of the Company as of 11:59 p.m. on the day immediately prior to the Closing Date, (ii) the Estimated Net Working Capital is greater Capital, Estimated Company Indebtedness (other than $500,000 (the "Estimated Excess"PPP Loan), the PPP Loan Amount and Estimated Company Transaction Expenses, and (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as a calculation of the Initial Closing Cash Consideration calculated with reference thereto. The Estimated Closing Statement and the calculations and determinations related thereto will be prepared in order to arrive at good faith from the per-share adjustment amount to Company’s books and records and calculated in accordance with the Preliminary Closing Merger ConsiderationAccounting Principles. (c) If as At the Effective Time, Parent will pay in full in cash, on behalf of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership all of the vending machines leased under its equipment lease Estimated Company Indebtedness in accordance with the Closing Payment Schedule to the holders of such corporation Estimated Company Indebtedness (including other than the PPP Loan) as listed on the Closing Payment Schedule by wire transfer of immediately available funds in such principal obligations accordance with the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component wire transfer instructions included in said monthly payments at an interest rate of seven percent (7%) per annum) (togetherthe Closing Payment Schedule. In addition, Parent will deposit the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (PPP Loan Amount in the excess, if any, PPP Escrow on behalf of the Company Debt over $4,400,000 pursuant to the terms and conditions of the PPP Escrow Agreement. (d) At the Effective Time, Parent will pay in full in cash, on behalf of the Company and the Stockholders, all of the Estimated Company Transaction Expenses listed on the Closing Payment Schedule to the applicable service providers (or other recipient) by wire transfer of immediately available funds in accordance with the wire transfer instructions included in the Closing Payment Schedule. (e) For the avoidance of doubt, the PPP Loan is not to be considered Company Indebtedness for the "Excess purposes of calculating the Merger Consideration and is not intended to be paid by the Company Debt")at Closing. Upon the grant of forgiveness of the PPP Loan by the U.S. Small Business Administration and the termination of the PPP Escrow, the funds being held in the PPP Escrow will be delivered to the Stockholder Representative in accordance with the terms and condition of the PPP Escrow Agreement for distribution to the Stockholders in accordance with their respective Pro Rata Shares. In the event that the PPP Loan is not forgiven by the U.S. Small Business Administration, then the Preliminary Closing Merger Consideration shall PPP Escrow will be reduced by an amount calculated by dividing utilized to satisfy such PPP Loan in accordance with the Excess Company Debt by the number of issued terms and outstanding shares of Company Common Stock as conditions of the Closing PPP Escrow Agreement. For the avoidance of doubt, Parent will have no liability to arrive at the per-share adjustment Stockholders with respect to be madethe PPP Loan Amount following the deposit of such amount in the PPP Escrow in accordance with the terms of this Agreement and the PPP Escrow Agreement.

Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof: (a) Prior All shares of any class of capital stock of the Company held by the Company as treasury shares or otherwise shall be canceled. (b) Each issued and outstanding share of capital stock of Merger Sub shall be converted into one share of common stock of the Surviving Corporation. (c) Each issued and outstanding share of capital stock of the Company shall be converted into that portion of the Net Merger Consideration (as defined below) to any adjustments thereto which the holder is entitled pursuant to the provisions of the charter documents of the Company. The holders, if any, of outstanding shares of preferred stock of the Company ("Company Preferred Stock") shall be entitled to receive in such conversion such preferential portion of the Net Merger Consideration as may be determined in accordance with the remainder provisions of this Section 1.8, the amount charter documents of cash the Company. The holders of the outstanding shares of common stock of the Company ("Company Common Stock") shall be entitled to receive in such conversion such residual portion of the Net Merger Consideration as may be paid by Parent and/or determined in accordance with the Surviving Corporation provisions of the charter documents of the Company. The conversion ratio as determined in accordance with the provisions of the Company's charter documents for each outstanding series of Company Preferred Stock shall be referred to herein with reference to the record holders respective series. The conversion ratio as determined in accordance with the provisions of issued the Company's charter documents for the Company Common Stock shall be referred to herein as the "Common Conversion Ratio." The Company shall calculate the various applicable conversion ratios applicable to the Company Preferred Stock and Company Common Stock based on a reasonably expected range of values for Parent Common Stock and shall attach a summary of such calculations as Exhibit 1.7.1(c). (d) Each outstanding option to purchase shares of Company Common Stock, whether or not vested or exercisable ("Company Option") shall be converted into an option to purchase that portion of the Option Merger Consideration (as defined below) to which the holder is entitled pursuant to the provisions of the documents creating and representing such options and shall be assumed by Parent. Such Company Options shall after the Merger constitute an option to acquire, on the same vesting terms and on substantially the same other terms and conditions as were previously applicable, that number of whole shares of Parent Common Stock determined pursuant to the foregoing sentence at a price per share (rounded to the nearest $0.01) equal to the aggregate exercise price of the Company Option divided by the Common Conversion Ratio. Parent shall assume the obligations of the Company under the Company's existing stock option plan and shall comply with the terms of such plan as they apply to the Company Options assumed as set forth above. Parent will treat such Company Options consistent with the Company's treatment thereof for each federal income tax purposes. (e) Each warrant to purchase capital stock of their shares held the Company (the "Company Warrants") that is issued and outstanding as of the Closing, excluding Dissenting Shares, upon surrender Effective Time shall be converted into a warrant to purchase that portion of the certificates Option Merger Consideration to which the holder is entitled pursuant to the provisions of the documents creating and representing such warrants and shall be assumed by Parent. Such Company Warrants shall after the Merger constitute a warrant to acquire, on substantially the same terms and conditions as were applicable under such assumed Company Warrant, that number of whole shares of Parent Common Stock determined pursuant to the foregoing sentence at a price per share (rounded to the nearest ($0.01) equal to the exercise price of the Company Warrant divided by the applicable conversion ratio determined in accordance with the provisions of the Company's charter documents. (f) The total number of shares of common stock of Parent ("Parent Common Stock") issued or issuable pursuant to the Merger shall equal One Million (1,000,000) (the "Total Merger Consideration"), subject to adjustments for such shares, is the per-share amount determined by dividing $5,284,861 by (i) any increase or decrease in the number of issued and outstanding shares of Parent Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of such shares or similar transaction affecting such shares and (ii) any other increase or decrease in the number of issued shares of Parent Common Stock effected without receipt of consideration by Parent (other than conversion of any convertible securities of Parent) prior to the Effective Time. The Total Merger Consideration shall be allocated between that portion receivable in the Merger by the holders of Company Preferred Stock and Company Common Stock as of the Closing (the "Preliminary Closing Net Merger Consideration") and that portion issuable to the holders of the Company Options and Company Warrants upon the respective exercise or conversion thereof (the "Option Merger Consideration"). The Preliminary Closing Solely for purposes of calculating such allocation, the Company Options and Warrants shall be deemed to constitute outstanding shares of the respective Company Common Stock or Company Preferred Stock into which they are exercisable or convertible. (g) Notwithstanding the foregoing: (i) As collateral security for the indemnification obligations of the shareholders of the Company pursuant to Article VIII, the shareholders of the Company, by approving the Merger at a special meeting of shareholders or by written consent, shall be deemed to have pledged, transferred and assigned to Parent, and Parent shall withhold from the Net Merger Consideration otherwise issuable under this Agreement, a number shares of Parent Common Stock equal to 10% of the total number of shares of Parent Common Stock otherwise issuable as Net Merger Consideration pursuant to this Section 1.7.1 (the "Holdback Shares") and shall deliver the Holdback Shares to ChaseMellon Shareholder Services, LLC, as escrow agent (the "Escrow Agent") to be held in escrow pursuant to an escrow agreement substantially in the form of Exhibit 1.7.1(g). Such pledge and holdback is for the benefit of Parent for purposes of facilitating satisfaction of any indemnification claims that may be made by Parent under Article VIII below, and each shareholder shall be adjusted upward or downward as provided deemed to have granted a security interest in such shareholder's pro rata share of the remainder of this Section 1.8Holdback Shares, and the resulting amount after certificates and instruments, if any, representing or evidencing such adjustments Holdback Shares. In lieu of any fractional shares of Parent Common Stock, each shareholder's pro rata share of the Holdback Shares shall be rounded up to the nearest whole number. Such Holdback Shares shall be free of any other escrow or pledge obligation. Such pledge includes all securities hereafter delivered to such shareholder with respect to or in substitution for such shareholder's Holdback Shares held in escrow, all certificates and instruments representing or evidencing such securities, and all nontaxable noncash dividends and other property at any time received, receivable or otherwise distributed in respect of or in exchange for any or all of such shareholder's Holdback Shares. In the event such shareholder receives any such property, such shareholder shall hold such property in trust for Parent and shall immediately deliver such property to the Escrow Agent to be held as Holdback Shares. Notwithstanding anything herein to the contrary, the shareholders of the Company shall be entitled to promptly receive any distribution on the Holdback Shares which constitutes a "dividend" within the meaning of Section 316 of the Code. (ii) Each certificate, if any, evidencing a shareholder's pro rata share of the Holdback Shares issued in his, her or its name in the Merger shall be delivered to the Escrow Agent directly by Parent's transfer agent, such certificate bearing no restrictive or cautionary legend other than those imprinted by the transfer agent at Parent's request or as set forth herein. Each shareholder shall, at the Closing, deliver to the Escrow Agent, for each such certificate, a stock power duly signed in blank by him, her or it for purposes of allowing Parent to exercise its rights under this Section 1.7.1(g) and Article VIII. (iii) The shareholders of the Company shall be treated as the owners of the Holdback Shares for income tax purposes and shall be the holders of record thereof and entitled to exercise any voting powers incident to such Holdback Shares until such time, if any, as such Holdback Shares, or any portion thereof, are forfeited to Parent to satisfy any indemnification obligations pursuant to Article VIII. In addition, upon the release of any Holdback Shares pursuant to the terms hereof, the shareholder that is the amount that Parent and/or the Surviving Corporation will pay record owner thereof shall be entitled to any cash or other proceeds from such Holdback Shares (including any dividends or other property paid with respect to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for Holdback Shares not previously distributed to such shares at or after the Closing (the "Final Closing Merger Consideration"shareholders). (biv) At least five Business Days prior The Holdback Shares shall be available to satisfy any indemnification obligations of the shareholders pursuant to Article VIII hereof. Promptly following the end of the Survival Period (as defined in Section 8.1), the Escrow Agent shall return or cause to be returned to the Closing Date, former shareholders of the Company shall deliver the Holdback Shares, less (A) any Holdback Shares previously forfeited to Parent its good faith written estimate to satisfy any indemnification obligations pursuant to Article VIII and (B) an additional number of the Closing Working Capital, which Parent shall have the right Holdback Shares reasonably sufficient to approve satisfy any pending Claims for indemnification made by any Indemnified Party (as such terms are defined in the good faith exercise of its judgment (the "Estimated Closing Working Capital"Article VIII). The Company Any remaining Holdback Shares shall make available be released promptly following final resolution of, and full payment in connection with, any indemnification obligations referred to above. (v) Any Holdback Shares forfeited to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at satisfy indemnification claims under Article VIII shall be deemed to reduce the per-share adjustment amount Net Merger Consideration otherwise due to the Preliminary Closing Merger Considerationshareholders under this Section 1.7.1, and no shareholder shall have any right to such forfeited Holdback Shares by virtue of the Merger. (cvi) If Stop transfer instructions will be given to Parent's transfer agent with respect to those certificates evidencing the Holdback Shares and certificates evidencing the Holdback Shares will contain a legend stating in substance: These shares have been pledged as collateral pursuant to that certain Agreement and Plan of Merger dated December 12, 1999 by and among Parent, San Antonio Acquisition, Inc., and Imparto Software Corporation. Prior to the expiration of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including pledge as set forth in such principal obligations the $400,000 option purchase price agreement, these shares may not be offered, sold, exchanged, transferred or otherwise disposed of. Parent will terminate such stop transfer instruction and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt authorize its transfer agent to remove such restrictive legend and release with respect to any certificates representing Holdback Shares that are returned by the number of issued and outstanding shares of Company Common Stock as of the Closing Escrow Agent pursuant to arrive at the per-share adjustment to be madeSection 1.7.1(g)(iv).

Merger Consideration. (a) Prior On or prior to any adjustments thereto in accordance with the remainder of this Section 1.8fifth (5th) Business Day prior to the date hereof, the amount Company shall have prepared and delivered a statement (the “Closing Statement”) to Parent setting forth the Company’s reasonable, good faith estimates of cash to be paid by Parent and/or the Surviving Corporation to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held (i) Cash as of the Closingclose of business on the Closing Date, excluding Dissenting Shares, upon surrender (ii) all Indebtedness of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the close of Business on the Closing Date, (iii) Current Liabilities as of the "Preliminary close of business on the Closing Date, (iv) the Seller Transaction Expenses to the extent not paid prior to the Closing, and (v) the Company’s calculation of the Merger Consideration"), together with reasonable supporting documentation in respect of all items contained on the Closing Statement. The Preliminary Closing Merger Consideration Statement (including the Cash, Indebtedness, Current Liabilities and Seller Transaction Expenses) shall be adjusted upward or downward as provided in the remainder definitions of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration")Agreement. (b) At least five No later than three (3) Business Days prior to after the Closing Date, the Company shall deliver to Parent its good faith written estimate delivery of the Closing Working CapitalStatement, which Parent shall have the right to approve dispute any part of the computation of any of the items included in the good faith exercise of its judgment Closing Statement by delivering a written notice to that effect to the Company (the "Estimated Closing Working Capital"a “Dispute Notice”). The Company Any Dispute Notice shall make available identify in reasonable detail and to Parent all work papers the extent known the nature and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available amounts of any proposed revisions to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at Statement and will be accompanied by reasonably detailed materials supporting the per-share adjustment amount to the Preliminary Closing Merger Considerationbasis for such revisions. (c) If as Following delivery of the Closing Statement, the sum of (i) Company shall have permitted Parent and its Representatives at all reasonable times and upon reasonable notice to review the Company's bank indebtedness plus (ii) ’s working papers relating to the calculation and preparation of the Cash, Indebtedness, Current Liabilities and Seller Transaction Expenses, as well as the Company's remaining principal obligations to D.J. Leasing’s accounting books and records relating thereto, Inc. to acquire ownership and the Company shall have made reasonably available its Representatives (if any) responsible for the preparation of the vending machines leased under Closing Statement in order to respond to the inquiries of Parent and its equipment lease with such corporation Representatives. Prior to the Closing, the parties shall have acted reasonably in resolving in good faith any disagreements concerning the computation of any of the items included in the Closing Statement (including in such principal obligations the $400,000 option purchase price and the "principal" portion calculations of the remaining monthly lease paymentsCash, but excluding Indebtedness, Current Liabilities and Seller Transaction Expenses). (d) If the parties are unable to resolve all of their disagreements with respect to the Closing Statement within three (3) Business Days of delivery of the Dispute Notice, then they shall jointly retain the CPA Firm, which, acting as an assumed interest component included expert and not as an arbitrator, shall determine, on the basis set forth herein and in said monthly payments at an interest rate of seven percent (7%) per annum) (togetheraccordance with this Section 1.10 and only with respect to those items specifically described in the Dispute Notice, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excesswhether and to what extent, if any, the Merger Consideration requires adjustment. At the time of retention of the CPA Firm, the parties shall promptly deliver to the CPA Firm the work papers and back-up materials used in preparing the Closing Statement and the Dispute Notice, and the parties shall use commercially reasonable efforts to cause the CPA Firm to make its determination within five (5) Business Days of accepting its selection. The parties shall be afforded the opportunity to present to the CPA Firm any material related to the unresolved disputes and to discuss the issues with the CPA Firm; provided, however, that no such presentation or discussion shall occur without the presence of a representative of each of the Company Debt over $4,400,000 is and Parent. The CPA Firm’s determination shall be final and binding on Parent and the "Excess Company Debt"), then and shall (absent manifest error) be deemed to have been finally determined for purposes of this Agreement. The parties shall delay the Preliminary Closing until the resolution of the matters described in this Section 1.10. The fees and expenses of the CPA Firm shall be allocated between Parent and the Company in the same proportion that the disputed amount of the Merger Consideration shall be reduced that was unsuccessfully disputed by an amount calculated by dividing the Excess Company Debt such party (as finally determined by the number of issued and outstanding shares of Company Common Stock as CPA Firm) bears to the total disputed amount of the Closing to arrive at the per-share adjustment to be madeMerger Consideration.

Merger Consideration. The total merger consideration for the Equity Interests (athe “Purchase Price”) Prior to any adjustments thereto shall be $603,571.43 in accordance with the remainder of this Section 1.8cash and cash equivalents and 330,688 Purchaser Shares, the amount of cash to which shall be paid by Parent and/or the Surviving Corporation made available for delivery to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as Sellers at the Closing. Each Seller’s allocation of the Closing, excluding Dissenting Shares, upon surrender Purchase Price is set forth on Exhibit 2.9. The parties acknowledge that the cash portion of the certificates for such sharesPurchase Price may be reduced by $25,000 if the Company transfers one of the Company vehicles to one of the Sellers prior to the Closing. 2.9.1 Not later than thirty (30) days after the Closing Date, is Purchaser shall calculate the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock Net Working Capital as of the Closing Date and shall provide Sellers with a written copy of such calculation. Such calculation shall be definitive and binding upon the parties unless Sellers shall give Purchaser written notice of any objection to such calculation within thirty days after the receipt thereof (the "Preliminary Closing Merger Consideration"an “Objection Notice”). The Preliminary Closing Merger Consideration If Sellers deliver an Objection Notice, the parties shall negotiate in good faith to resolve all disputes regarding the Net Working Capital. If the parties can not resolve such a dispute they shall mutually agree upon a nationally or regionally recognized accounting firm to determine the Net Working Capital, whose decision, absent manifest error, shall be adjusted upward or downward as provided in binding upon the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration")parties. (b) At least five Business Days prior to 2.9.2 To the Closing Date, extent the Company shall deliver to Parent its good faith written estimate Net Working Capital as of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital Date is less than $500,000 0 (the "Estimated Deficiency"amount of any such difference referred to as the “Purchase Price Reduction Amount”), or (ii) the Purchase Price, shall be increased reduced, dollar for dollar and share for share (based on the per share closing valuation), by the amount, if any, by which Purchase Price Reduction Amount. To the Estimated Closing extent the Net Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing Date is greater than $ 0 (the amount of any such difference referred to as the “Purchase Price Increase Amount”) the Purchase Price, shall be increased, dollar for dollar and share for share (based on the per share closing valuation), by such amount. The amount due hereunder shall be paid within five (5) business days of the final determination of the Purchase Price Reduction Amount or Purchase Price Increase Amount, as the case may be, by wire transfer of immediately available funds. The the extent the calculation of Net Working Capital results in order a Purchase Price Reduction Amount, the Sellers shall be responsible for this amount, although the Sellers may make arrangements among the Company Stockholders to arrive at allocate this obligation pro rata among all Company Stockholders. 2.9.3 Nothing contained in this Section 2.9 shall be interpreted to limit the per-share adjustment amount indemnification provisions contained in Article 9 hereof except that to the Preliminary Closing Merger Consideration. (c) If as of extent the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by Net Working Capital calculation includes an amount calculated by dividing for an item, such amount and item can not form the Excess Company Debt by the number basis of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be madea claim for indemnification under Article 9.

Merger Consideration. (a) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash The “Merger Consideration” to be paid by Parent and/or Brooktrout and the Surviving Corporation to in connection with the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as consummation of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward $9,000,000, subject to Section 1.10 and subject to adjustment as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration").follows: (b) At least five Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) Such amount shall be decreased decreased, dollar for dollar, by the amount, if any, by which which, at the Estimated Closing time of the Closing, the Working Capital is less than $500,000 (the "Estimated Deficiency"), or 1,900,000. (ii) Such amount shall be increased increased, dollar for dollar, by the amount, if any, by which which, at the Estimated Closing time of the Closing, the Working Capital is greater than exceeds $500,000 2,200,000. (b) For purposes of calculating the "Estimated Excess"amount of the Merger Consideration pursuant to Section 1.5(a), the following procedures shall apply: (i) SnowShore shall prepare and deliver to Brooktrout, by 10 a.m. Eastern standard time on the second Business Day preceding the Closing Date, the following (together, the “Initial Closing Drafts”): (A) the Preliminary Closing Balance Sheet; and (B) a reconciliation schedule showing the preliminary computation of Working Capital based on amounts reflected in the Preliminary Closing Balance Sheet. (ii) Brooktrout shall deliver to SnowShore, by no later than 10 a.m. Eastern standard time on the Business Day immediately preceding the Closing Date, either (A) a notice indicating that Brooktrout accepts the Initial Closing Drafts, subject to any adjustments pursuant to paragraphs (iii) in either case through (an Estimated Deficiency v) of this Section 1.5(b), or an Estimated Excess(B) divided by a detailed statement describing Brooktrout’s objections to the number of issued Initial Closing Drafts. If Brooktrout timely objects to the Initial Closing Drafts, SnowShore and outstanding shares of Company Common Stock as Brooktrout shall use their Reasonable Best Efforts to resolve such objections prior to the Closing. (iii) By 8:00 a.m. Eastern standard time on the Closing Date, SnowShore shall deliver to Brooktrout the following (collectively, the “Bringdown Closing Drafts”): (A) a draft of the Closing Balance Sheet, certified by the chief executive officer and chief financial officer of SnowShore; (B) a reconciliation schedule showing the changes from the Preliminary Closing Balance Sheet (as it may have been revised by mutual agreement of the Parties based upon objections timely made by Brooktrout pursuant to Section 1.5(b)(ii)); and (C) a reconciliation schedule showing the computation of Working Capital based on amounts reflected in order such draft of the Closing Balance Sheet. (iv) Brooktrout shall deliver to arrive at SnowShore, as soon as reasonably practicable but in any event by no later than noon on the per-share adjustment amount Closing Date, either (y) a notice indicating that Brooktrout accepts the Bringdown Closing Drafts or (z) a statement, with such detail as time reasonably permits, describing Brooktrout’s objections to the Bringdown Closing Drafts (which may include objections that were made by Brooktrout with respect to the Preliminary Closing Merger ConsiderationBalance Sheet to the extent such objections were not previously resolved by mutual agreement with SnowShore). (cA) If as Brooktrout delivers to SnowShore a notice pursuant to the preceding clause (y) or fails to deliver a written objection to the Bringdown Closing Drafts prior to noon on the Closing Date, then the draft of the Closing Balance Sheet included in the sum of Bringdown Closing Drafts shall be deemed to be the Closing Balance Sheet. (iB) If Brooktrout delivers a notice pursuant the Company's bank indebtedness plus preceding clause (iiz) and the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership Parties agree upon a mutually satisfactory resolution of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (togetherobjections raised therein, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as draft of the Closing to arrive at Balance Sheet included in the per-share adjustment Bringdown Closing Drafts shall be modified accordingly and thereafter shall be deemed to be madethe Closing Balance Sheet. (C) If Brooktrout delivers a notice pursuant the preceding clause (z) and the Parties are unable to agree upon a mutually satisfactory resolution of the objections raised therein, the draft of the Closing Balance Sheet included in the Bringdown Closing Drafts shall be deemed to be the Closing Balance Sheet and Brooktrout shall have the right to elect not to proceed with the Merger.

Merger Consideration. (a) Prior At the Effective Time, subject to any adjustments thereto in accordance with the remainder of this Section 1.82.02(b), the amount of cash to be paid by Parent and/or the Surviving Corporation to the record holders of issued and outstanding shares each vested or unrestricted share of Company Common Stock for each of their shares held as outstanding immediately prior to the Effective Time (other than any Dissenting Shares) (assuming consummation of the Closing, excluding Dissenting Shares, upon surrender transaction contemplated hereby) shall be converted into the right to receive an amount in cash per share equal to the result obtained from the following formula: Per Share Amount = (MC - VN - S - L)/CCS where MC is the Merger Consideration; VN is the outstanding principal amount of the certificates for such shares, Ventro Note plus accrued and unpaid interest through the Effective Time; S is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments Schedule A Deductions; L is the amount License Fee Make Whole (if any at that Parent and/or time) and CCS is the Surviving Corporation will pay to such holders aggregate number of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares outstanding at or the Closing, after the Closing conversion of all outstanding shares of Company Preferred Stock and the conversion, expiration or cancellation of all outstanding warrants to acquire Company Common Stock in accordance with the terms of this Agreement, with the exception of the Covisint Warrant, which, if exercised shall be addressed and satisfied pursuant to Section 2.02(b) or Section 2.07 below (as of July 11, 2001, CCS is equal to 19,923,268, (i) assuming conversion of all outstanding Company Preferred Stock to Company Common Stock, (ii) exercise of all outstanding in the "Final Closing Merger Consideration")money warrants to acquire Company Common Stock, with the exception of the Covisint Warrant, (iii) the cancellation of the bridge warrants held by certain preferred stock holders and (iv) the cancellation of shares contemplated by Section 6.12(b) hereby. The amount paid pursuant to this Section or Section 2.02(b) at the Effective Time shall be reduced by the Escrow Amount pursuant to Section 8.02 of this Agreement. (b) At least five Business Days In the event that the Covisint Warrant shall not have been amended in accordance with Sections 2.07 and 6.07 prior to the Closing DateClosing, the Company and Covisint shall deliver have delivered an Article 14 Affirmation Notice pursuant to Parent its good faith written estimate Section 4.1 of the Closing Working CapitalCovisint Warrant, which Parent and Covisint chooses to exercise the Covisint Warrant in its entirety (all 3,000,000 shares of Company Common Stock), then the Covisint Warrant shall have be exercised for shares of Company Common Stock and converted into the right to approve receive the payment set forth in Section 2.02(a). In such event, prior to the Effective Time, Parent shall increase the Merger Consideration by $600,000. Following any increase in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (ipursuant to this Section 2.02(b), the amount due holders of Company Common Stock pursuant to Section 2.02(a) shall be decreased by the amountcalculated as described therein, if any, by which the Estimated Closing Working Capital is less than $500,000 (the except that "Estimated DeficiencyMC" shall be increased as provided in this Section 2.02(b) and "), or (ii) CCS" shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as issued in respect of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger ConsiderationCovisint Warrant. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be made.

Merger Consideration. (a) Prior to 3.1.1 At the Effective Time, by virtue of the Merger and without any adjustments thereto in accordance with action on the remainder part of this Section 1.8NHSB, Connecticut Bancshares or the amount of cash to be paid by Parent and/or the Surviving Corporation to the record holders of any of the shares of Connecticut Bancshares Common Stock, each share of Connecticut Bancshares Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares to be cancelled pursuant to Section 3.1.2 hereof and any Dissenting Shares) shall be converted into the right to receive a cash payment in an amount equal to $52.00 (the “Per Share Merger Consideration”), provided, however, that in the event the Closing does not take place on or prior to March 31, 2004, other than as the result of Company Common Stock for each a breach of their shares held as a representation or warranty of Connecticut Bancshares (subject to the standard set forth in Section 9.2.1 of this Agreement) or a breach by Connecticut Bancshares of one or more covenants in this Agreement (subject to the standard set forth in Section 9.2.2), which breach of representation, warranty or covenant is the principal cause of the Closing, excluding Dissenting Shares, upon surrender failure of the certificates for such sharesClosing to take place on or before March 31, is 2004, the per-share Per Share Merger Consideration shall be increased by the amount determined by dividing $5,284,861 (x) the Purchase Price Adjustment by (y) the sum of (i) the number of shares of Connecticut Bancshares Common Stock issued and outstanding shares of Company Common Stock as of immediately prior to the Closing Effective Date and (ii) the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders number of shares of Company Connecticut Bancshares Common Stock which may be acquired immediately prior to the Effective Date upon the exercise of the Options, subject to Connecticut Bancshares providing to NHSB the following: (excluding Dissenting Sharesa) upon surrender as soon as reasonably practicable following the end of their certificates each calendar month ending after March 31, 2004 preceding the Closing, Connecticut Bancshares shall deliver to NHSB a consolidated statement of operations for such shares at or after calendar month in form consistent with the Closing (the "Final Closing Merger Consideration").determination of Connecticut Bancshares Net Income as defined herein; and (b) At least not later than five (5) Business Days prior to the Closing Date, NHSB shall cause PricewaterhouseCoopers, LLP (“PwC”), or another accounting firm reasonably acceptable to the Company shall deliver parties, to Parent review and issue its good faith written estimate report on the consolidated statement of operations of Connecticut Bancshares for the period beginning on April 1, 2004 and ending at the date of the Closing Working Capitallast of such statements of operations. Absent manifest error, such report shall be binding on the parties for the purpose of calculating the Purchase Price Adjustment. No partner or manager of PwC who is involved in the audit engagement at NHSB shall participate in the preparation or issuance of the report. 3.1.2 Each share of Connecticut Bancshares Common Stock (i) held in the treasury of Connecticut Bancshares, (ii) owned by NHSB, NEWCO or any direct or indirect wholly owned subsidiary of NEWCO or of Connecticut Bancshares immediately prior to the Effective Time (other than shares held in a fiduciary capacity or in connection with debts previously contracted), or (iii) reserved for issuance under the Connecticut Bancshares Option Plans which Parent has not been granted or allocated, shall, at the Effective Time, cease to exist, and the certificates for such shares shall have be cancelled as promptly as practicable thereafter, and no payment or distribution shall be made in consideration therefor. 3.1.3 Each Option issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof and without regard to any future vesting date thereof, be cancelled and converted into the right to approve receive a cash payment in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration an amount determined by multiplying (i) shall be decreased by the amountpositive difference, if any, between the Per Share Merger Consideration, adjusted, if applicable, pursuant to Section 3.1.1 above, and the exercise price of such Option, for each share of Connecticut Bancshares Common Stock covered by which the Estimated Closing Working Capital is less than $500,000 such Option (the "Estimated Deficiency"), or (ii“Option Price”) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations number of shares of Connecticut Bancshares Common Stock subject to D.J. Leasing, Inc. to acquire ownership such Option (the “Option Consideration”). The payment of the vending machines leased under its equipment lease with such corporation (including Option Consideration referred to in such principal obligations the $400,000 option purchase price and the "principal" portion immediately preceding sentence to each holder of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration Option shall be reduced by an amount calculated by dividing subject to such holder executing such instruments of cancellation as NEWCO and Connecticut Bancshares may reasonably deem appropriate. Connecticut Bancshares or SBM shall make necessary tax withholdings from the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock Option Consideration as of the Closing to arrive at the per-share adjustment to be madethey deem appropriate.

Merger Consideration. (aSubject to adjustment as set forth in Section 2.13(f) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8below, the amount of cash aggregate consideration to be paid by Parent and/or the Surviving Corporation to the record holders and Merger Sub hereunder shall consist of issued and outstanding (A) (i) that number of shares of Company Common Stock for each Stock, par value $0.01 per share, of their shares held as of Parent (“Parent Common Stock”) to be issued at the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the equal to 1,500,000 shares minus (ii) a number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Parent Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after equal to the Senior Secured Promissory Notes Repayment Amount divided by the Closing Price, minus (the "Final Closing Merger Consideration"). (biii) At least five Business Days prior a number of shares of Parent Common Stock equal to the Closing Date, the Company shall deliver to Parent its good faith written estimate of Senior Unsecured Promissory Note Repayment Amount divided by the Closing Working CapitalPrice, which minus (iv) that number of shares of Parent shall have Common Stock that constitutes the right Balance Sheet Escrow Fund (as defined below), and minus (v) that number of shares of Parent Common Stock equal to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Non-Accredited Shareholders’ Consideration (ias defined below) shall be decreased divided by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 Price (the "Estimated Deficiency"(i), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii), (iv) and (v) are collectively referred to herein as the “Initial Merger Consideration”), and (B) up to 2,050,000 shares of Parent Common Stock to be paid at the Earn-Out Closing (as defined below) in either case accordance with the provisions of Section 2.04(b) below (an Estimated Deficiency or an Estimated Excessthe “Earn-Out Merger Consideration”), (C) divided 500,000 shares of Parent Common Stock which shall be deposited at the Closing into the Indemnity Escrow Fund (as defined and more fully described in Section 2.12 below) and (D) the Non-Accredited Shareholders’ Consideration. The Initial Merger Consideration, the Earn-Out Merger Consideration, the shares held in the Indemnity Escrow Fund, the Non-Accredited Shareholders’ Consideration (as defined below) and any adjustment to the Initial Merger Consideration necessitated by Section 2.13 (the number Balance Sheet adjustment) shall collectively be referred to as the “Aggregate Merger Consideration”. Each share of Company Preferred Stock and Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding Dissenting Shares (as defined below), treasury stock and those owned by any wholly-owned subsidiary of the Company) and all rights in respect thereof shall automatically be canceled and retired and shall forthwith cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented any such shares of Company Preferred Stock or Company Common Stock as of shall cease to have any rights with respect thereto, except the Closing in order right to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" receive a portion of the remaining monthly lease payments, but excluding an assumed interest component included Aggregate Merger Consideration as provided in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"Sections 2.04(d), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued 2.04(e), 2.04(f) and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be made2.04(g) below.

Merger Consideration. (a) Prior Subject to any adjustments thereto the last sentence of this Section 2.5(a), each Security Holder may elect (an “Election”), in accordance with Section 2.5(b), that a portion of the remainder Closing Merger Consideration payable to such Security Holder will be paid in a combination of this Section 1.8(i) common units in SCOLP (the “Common OP Units”) and/or (ii) units of a new series of preferred units in SCOLP (the “Preferred OP Units” and, together with the Common OP Units, the amount of cash to be paid by Parent and/or “SCOLP Units”); provided that the Surviving Corporation to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as portion of the Closing, excluding Dissenting Shares, upon surrender Closing Merger Consideration payable in (A) SCOLP Units shall not exceed 15% of the certificates for Estimated Purchase Price and (B) Preferred OP Units shall not exceed $75,000,000 in value. If Elections made by the Security Holders exceed the limitations set forth in the preceding sentence, such shares, Elections shall be subject to cutback in a manner reasonably determined by the Company. Parent is a REIT and is the per-share amount determined by dividing $5,284,861 general partner of SCOLP. To the extent that a Security Holder elects SCOLP Units (each, an “Electing Security Holder”), and subject to satisfaction of the conditions for issuance described in Section 2.5(b), Parent shall cause SCOLP to issue such SCOLP Units in accordance with this Agreement. In electing a portion of the Closing Merger Consideration in SCOLP Units, the applicable Electing Security Holder shall elect such portion that is capable of being divided equally on a per unit basis by the number of issued and outstanding shares Outstanding Class A Units to avoid the issuance of Company Common Stock as any fractional SCOLP Units. The remaining balance of the Closing (Merger Consideration payable to such Electing Security Holder shall be paid in cash. Section 2.5(a) of the "Preliminary Closing Merger Consideration"). The Preliminary Company Disclosure Schedules lists certain Security Holders that have irrevocably elected whether or not to make the Election and the portion of such Security Holder’s share of the Closing Merger Consideration shall be adjusted upward or downward as provided that each has elected to receive in the remainder form of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent Common OP Units and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration")Preferred OP Units. (b) At least five Business Days The Company shall prepare and mail along with the Information Statement a customary form of election (the “Election Form”) to the Security Holders, which Election Form shall be used by each Security Holder who wishes to make an Election. Any Electing Security Holder’s Election shall have been properly made only if the Company shall have received at its designated office, by 5:00 p.m., Central Time, on a date prior to the Effective Time to be mutually selected by Parent and the Company (the “Election Deadline”), an Election Form properly completed and duly executed by the Electing Security Holder. A Security Holder that has not made a valid Election by the Election Deadline, that has revoked an Election prior to the Election Deadline (other than Security Holders that have delivered an irrevocable Election) or that fails to deliver an executed Lockup Agreement and Investor Letter and Questionnaire prior to the Closing Date, shall be treated as not having made an Election. Other than Security Holders that have delivered an irrevocable Election, an Electing Security Holder may, at any time prior to the Election Deadline, revoke or change such Electing Security Holder’s Election by written notice received by the Company shall deliver prior to Parent its good faith written estimate the Election Deadline, accompanied if applicable by a properly completed and duly executed revised Election Form. (c) Subject to the provisions of this Article II, at the Effective Time, by virtue of the Closing Working Capital, which Merger and without any action on the part of the Parent Parties (or their respective equityholders) or the Company or any of the Security Holders: (i) Each Unit issued and outstanding immediately prior to the Effective Time shall have be canceled and converted into the right to approve in receive, without interest thereon: A. with respect to each Outstanding Class A Unit, the good faith exercise Closing Per Unit Merger Consideration, plus, with respect to any Conversion Unit, the Class B Preferred Preference Consideration for such Conversion Unit; B. with respect to each Outstanding Class B Preferred Unit that is a Series B-1 Preferred Unit, the Class B Preferred Preference Consideration for such Series B-1 Preferred Unit plus the product of its judgment (1) the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Per Unit Merger Consideration and (i▇) shall be decreased by ▇.▇▇▇▇▇▇▇; and C. with respect to each Outstanding Class B Preferred Unit that is a Series B-2 Preferred Unit, the amount, if any, by which Class B Preferred Preference Consideration for such Series B-2 Preferred Unit plus the Estimated product of (1) the Closing Working Capital is less than $500,000 Per Unit Merger Consideration and (the "Estimated Deficiency"), or ▇) ▇.▇▇▇▇▇▇▇. (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of Each Phantom Unit issued and outstanding shares of Company Common Stock as immediately prior to the Effective Time that has vested in accordance with the terms of the applicable award agreement shall be canceled and converted into the right to receive, without interest thereon, the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Per Unit Merger Consideration. (ciii) If as Each Unit that is owned by the Parent Parties or any of their respective Subsidiaries immediately prior to the Effective Time shall be cancelled and shall cease to exist and no payment shall be made with respect thereto. (iv) Each unit representing limited liability company interests in Merger Sub issued and outstanding immediately prior to the Effective Time will be converted into one unit representing limited liability company interests of the Closing Surviving Company. (v) All Units (as converted) will cease to represent any rights for the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, holders thereof as members of the Company Debt over $4,400,000 is except the "Excess Company Debt"), then right to receive the Preliminary Closing Merger Consideration as set forth in this Section 2.5(c). (d) The SCOLP Units to be issued pursuant to the terms hereof shall be reduced governed by an amount calculated by dividing that certain Fourth Amended and Restated Limited Partnership Agreement of SCOLP, dated as of January 31, 2019, as amended or restated from time to time (the Excess Company Debt by “Partnership Agreement”). The rights and preferences of the Preferred OP Units shall be as set forth in the form of amendment to the Partnership Agreement attached hereto as Exhibit N. Notwithstanding anything to the contrary in this Agreement or the Partnership Agreement, distributions payable on the SCOLP Units for the quarter in which the Closing occurs shall be prorated based on the number of issued days elapsed in such quarter through the Closing Date as compared to the total number of days in such quarter. On or prior to the Closing Date, any Security Holders receiving SCOLP Units shall execute and outstanding shares of Company Common Stock deliver such customary investment, subscription and joinder documents as SCOLP shall reasonably require in connection with the issuance of the Closing to arrive at the per-share adjustment to be madeSCOLP Units.

Merger Consideration. As of the Effective Time, by virtue of the Merger and without any further action on the part of any shareholder of the Company or Merger Sub: (a) Prior to any adjustments thereto in accordance All shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) and all shares of Series A Preferred Stock, par value $0.01 per share, of the Company (“Preferred Stock,” and together with the remainder of this Section 1.8Common Stock, the amount of cash “Shares”) which are held by the Company as treasury stock or otherwise shall be canceled and retired and shall cease to exist, and no consideration shall be paid by Parent and/or the Surviving Corporation to the record holders of issued and outstanding delivered in exchange therefor. Any shares of Company Common Stock for each or Preferred Stock that are owned by Buyer or Merger Sub shall be automatically canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. Any shares of their shares held as Common Stock or Preferred Stock that are owned by Subsidiaries of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration")remain outstanding. (b) At least five Business Days Each share of Preferred Stock issued and outstanding immediately prior to the Effective Time, other than those to which Section 4.1(a) applies and other than any Dissenting Shares, shall be converted into and represent the right to receive an amount in cash equal to the liquidation preference required to be paid for such share, plus an amount equal to a prorated dividend for the period from the Dividend Payment Date (as defined in the Amended and Restated Certificate of Incorporation of the Company) immediately prior to the Closing Date, Date pursuant to the Preferred Stock designations set forth in the Amended and Restated Certificate of Incorporation of the Company (such amount in cash being referred to herein as the “Liquidation Preference”). (c) Each share of Common Stock issued and outstanding immediately prior to the Effective Time, other than those to which Section 4.1(a) applies and other than any Dissenting Shares, shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have be converted into and represent the right to approve receive an amount in cash (such amount in cash being referred to herein as the good faith exercise of its judgment (“Per Share Merger Consideration”) equal to the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) Consideration, which amount shall be decreased adjusted after the Closing in accordance with Section 4.2 (as so adjusted, the “Merger Consideration”), plus the aggregate exercise price of the Options which are “in-the-money Options”, minus the aggregate Liquidation Preference to be paid with respect to the Preferred Stock divided by the amount, total number of Fully-Diluted Common Shares. Options are “in-the-money Options” only if any, by which the Estimated Closing Working Capital exercise price in respect of the shares of Common Stock issuable upon exercise thereof is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Per Share Merger Consideration. (cd) If as Each Option granted to any current or former employee of the Closing Company or any Subsidiary thereof or any other Person (each grantee an “Option Holder”) that is outstanding immediately prior to the sum Effective Time shall be canceled and, in exchange therefor, each Option Holder shall be entitled to a cash payment (the “Option Cancellation Payment”) in respect of each such canceled Option equal to the (i) the Company's bank indebtedness plus number of shares of Common Stock covered by such Option immediately prior to the Effective Time multiplied by (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership excess of the vending machines leased Per Share Merger Consideration over the per share exercise price under its equipment lease such Option. The Option Cancellation Payments shall be subject to all applicable withholding and employment taxes and shall be paid to the Option Holders as soon as practicable following the Effective Time. (e) Notwithstanding anything to the contrary herein, Shares issued and outstanding immediately prior to the Effective Time and held by a shareholder who is entitled to and has properly complied with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion provisions of Section 262 of the remaining monthly lease paymentsDGCL (collectively, the “Dissenting Shares”) shall not be converted as of the Effective Time into a right to receive the Per Share Merger Consideration, but excluding an assumed interest component included instead shall have such rights as may be available under the DGCL; provided, however, that if any such shareholder shall fail to perfect or shall effectively withdraw or lose his or her right to appraisal and payment under the DGCL, such shareholder’s shares of Common Stock and/or Preferred Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Per Share Merger Consideration or applicable Liquidation Preference and such shares of Common Stock and/or Preferred Stock shall no longer be Dissenting Shares. Promptly and in said monthly payments at an interest rate any event within 10 Business Days following the date of seven percent (7%) per annum) (togetherthis Agreement, the "Company Debt"shall, in accordance with Section 262(d) exceeds Four Million Four Hundred Thousand Dollars of the DGCL, notify the holders of Shares of their right to seek appraisal pursuant to such Section. The Company will give Buyer reasonable notice of all written notices received by the Company pursuant to Section 262 of the DGCL. Without the prior written consent of Buyer, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment. From and after the Effective Time, no shareholder who has properly exercised and perfected appraisal rights pursuant to Section 262 of the DGCL shall be entitled to vote his or her shares for any purpose or receive payment of dividends or other distributions with respect to his or her shares (except dividends and distributions payable to shareholders of record at a date which is prior to the Effective Time). (f) Each issued and outstanding share of common stock, $4,400,000) (the excess0.01 par value, if anyof Merger Sub shall be converted into and become one fully paid and non-assessable share of common stock, $0.01 par value, of the Company Debt over $4,400,000 is Surviving Corporation. (g) Notwithstanding anything to the "Excess Company Debt")contrary herein, upon surrender of any certificate representing fractional shares of Common Stock or Preferred Stock, the holder thereof will be paid the cash value of such fraction, which shall be equal to such fraction multiplied by the Per Share Merger Consideration or applicable Liquidation Preference. (h) If, between the date of this Agreement and the Effective Time, the outstanding shares of Common Stock, Preferred Stock and/or Options or the shares of Common Stock and/or Preferred Stock issued or issuable upon exercise of Options (“Option Shares”) are changed into a different number or class of shares by means of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing appropriately adjusted; provided that, for the Excess Company Debt by avoidance of doubt, no adjustment shall be made under this Section 4.1(h) if the number of issued and outstanding shares of Company Common Stock or Preferred Stock increases as a result of the Closing to arrive at the per-share adjustment to be madeexercise of Options.

Merger Consideration. The “Merger Consideration” shall mean the Closing Merger Consideration, the Contingent Merger Consideration and the Holder Escrow Amount. The “Closing Merger Consideration” is an amount in cash equal to $5,600,000 less the sum of (a) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash to be paid by Parent and/or the Surviving Corporation to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as all Debt of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and Company outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days prior to on the Closing Date, (b) the Company shall deliver to Parent its good faith written estimate Transaction Expenses, (c) the Escrow Amount, (d) the Closing Carve Out Plan Amount and (e) the employer’s share of Taxes arising in connection with the payments under Section 2.5 of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital")Carve Out Plan Amount. The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing “First Contingent Merger Consideration. (c) If as of the Closing ” is an amount in cash equal to $180,000 less the sum of (ia) any payments to Indemnified Persons to satisfy indemnity claims pursuant to ARTICLE VI (b) the Company's bank indebtedness plus First Contingent Carve Out Plan Amount and (iic) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership employer’s share of Taxes arising in connection with the payments under Section 2.5 of the vending machines leased First Contingent Carve Out Plan Amount. The “Second Contingent Merger Consideration” is an amount in cash equal to $720,000 less the sum of (a) any payments to Indemnified Persons to satisfy indemnity claims pursuant to ARTICLE VI (b) the Second Contingent Carve Out Plan Amount and (c) the employer’s share of Taxes arising in connection with the payments under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion Section 2.5 of the remaining monthly lease paymentsSecond Contingent Carve Out Plan Amount. The “Holder Escrow Amount” is an amount in cash equal to the Escrow Amount less the sum of (a) any payments from the Escrow Fund to Indemnified Persons to satisfy indemnity claims pursuant to ARTICLE 6, but excluding an assumed interest component included (b) the Escrow Carve Out Plan Amount, and (c) the employer’s share of Taxes arising in said monthly connection with the payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, under Section 2.5 of the Company Debt over Escrow Carve Out Plan Amount. In no event shall the total amount payable by Parent at Closing under this Agreement, whether pursuant to Section 2.3, 2.4, 2.5, 2.6, 2.7, 2.11.1 or otherwise, exceed $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be made5,600,000.

Merger Consideration. (ai) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash The aggregate consideration to be paid by Parent and/or and Merger Sub hereunder at the Surviving Corporation Effective Time (“Aggregate Estimated Merger Consideration”) shall consist of, and not exceed, (A) cash in an amount equal to $57,925,000 plus or minus the record holders of issued Estimated Working Capital Adjustment (as defined below) (the “Aggregate Estimated Cash Consideration”) and outstanding (B) 1,150,000 shares of Company Common Stock for each Stock, par value $0.01 per share, of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Parent (“Parent Common Stock as of the Closing Stock”) (the "Preliminary Closing Merger “Aggregate Stock Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"”). (bii) At least five Business Days Parent and Merger Sub shall use their respective reasonable best efforts to deliver the consideration contemplated by Section 3.1(a)(i) (the “Primary Consideration”). If at any time prior to the Closing DateElection Date (as defined below), Parent and Merger Sub determine in good faith that, even after using their respective reasonable best efforts, it is likely that they will not be able to deliver the Primary Consideration, Parent shall promptly provide written notice (the “Election Notice”) to the Company indicating such determination. If the Election Notice is delivered on or prior to the Election Date in accordance with the terms hereof, Parent and Merger Sub shall deliver pay the Alternate Consideration (as defined below) at the Effective Time pursuant to Parent its good faith written estimate the terms of this Agreement in lieu of the Closing Working CapitalPrimary Consideration. If the Election Notice is not delivered on or prior to the Election Date in accordance with the terms hereof, which Parent and Merger Sub shall have pay the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital")Primary Consideration. The Company “Alternate Consideration” shall make available consist of, and not exceed, (A) cash in an amount equal to Parent all work papers and other books and records utilized in preparing $28,000,000 plus or minus the Estimated Closing Working Capital Adjustment and (B) 3,200,000 shares of Parent Common Stock. If the Alternate Consideration is paid, “Aggregate Estimated Merger Consideration” shall make available to mean the amount of cash and number of shares of Parent Common Stock contemplated by clauses (A) and (B) of the appropriate personnel involved in preceding sentence, “Aggregate Estimated Cash Consideration” shall mean the preparation amount of such estimate. The Preliminary Closing Merger Consideration cash contemplated by clause (iA) of the preceding sentence and “Aggregate Stock Consideration” shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by mean the number of issued and outstanding shares of Company Parent Common Stock as contemplated by clause (B) of the Closing in order preceding sentence. The “Election Date” shall be the sixtieth (60th) calendar day after the date on which the Company delivers to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration. Parent (cx) If as a copy of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, audited consolidated balance sheet of the Company Debt over $4,400,000 is and the "Excess Subsidiaries as of December 31, 2005 and the audited statement of operations and cash flows of the Company Debt"and the Subsidiaries for the year ended December 31, 2005, accompanied by a report by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (“▇▇▇▇▇ ▇▇▇▇▇▇▇▇”), then and (y) a copy of the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing unaudited consolidated balance sheet of the Excess Company Debt by and the number of issued and outstanding shares of Company Common Stock Subsidiaries as of March 31, 2006 and the Closing unaudited statement of operations and cash flows of the Company and the Subsidiaries for the quarter ended March 31, 2006 prepared in accordance with GAAP and reviewed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇; provided, however, that if the Company does not deliver the required financial statements as of and for the quarter ended March 31, 2006 by August 13, 2006, the sixty (60) calendar day period shall not begin to arrive at run until the per-share adjustment to be madeCompany delivers the required financial statements as of and for the quarter ended June 30, 2006.

Merger Consideration. (a) Prior Subject to any adjustments thereto set forth in accordance with the remainder of this Section 1.8Sections 1.03(d) and 1.03(e) below, the amount of cash aggregate consideration to be paid by Parent and/or at the Surviving Corporation Closing to the record equity holders of issued and outstanding shares of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing Javelin (the "Preliminary Closing Merger Javelin Stockholders"), as well as to holders of options and warrants to purchase Javelin securities, shall consist of a combination of cash (the "Cash Consideration") and shares (the "Stock Consideration") of common stock, par value $0.001 per share, of NYFIX ("NYFIX Common Stock") with an aggregate value of $55,000,000 (collectively, the "Base Consideration"). The Preliminary Closing Merger amount of the Cash Consideration shall equal the greatest amount permissible (up to 20% of the Base Consideration) without jeopardizing the tax-free nature of the transaction pursuant to Section 368 of the Code. The amount of NYFIX Common Stock to be adjusted upward or downward paid as provided in Stock Consideration (the remainder "Stock Amount") shall equal the Base Consideration, minus the amount of the Cash Consideration, minus the Option Costs (as defined herein). For purposes of this Section 1.81.03(a), "Option Costs" shall mean the cost to NYFIX of adopting all unexercised Javelin Stock Options and Warrants (defined herein) as of the resulting amount after such adjustments is Closing Date under the amount that Parent and/or Javelin Stock Plan, including the Surviving Corporation will pay adjustment to such holders the Javelin exercise price for each optionee or Warrant holder in accordance with Section 2.01(g) hereof. The number of shares of Company NYFIX Common Stock representing the Stock Consideration will equal the quotient derived by dividing the Stock Amount by the average of the last reported sale prices of the NYFIX Common Stock for the five (excluding Dissenting Shares5) upon surrender of their certificates for such shares at or after the Closing consecutive trading days ending on March 27, 2002 (the "Final Closing Merger ConsiderationAverage Price") on the primary exchange on which the NYFIX Common Stock is traded, including The Nasdaq Stock Market's National Market ("Nasdaq"). ; provided, however, that if the Closing does not occur prior to March 31, 2002, then the Stock Consideration will be based on the average of the last reported sale prices for the five (b5) At least five Business Days consecutive trading days ending on the date immediately prior to the Closing Date. In the event the Average Price is greater than $15.00 per share, then a stock price of $15.00 shall be used as the Company shall deliver Average Price in calculating the number of shares of NYFIX Common Stock to Parent its good faith written estimate of be issued as Stock Consideration and in calculating the Closing Working Capital, which Parent shall have the right to approve Option Exchange Ratio in the good faith exercise of its judgment (the "Estimated Closing Working Capital"Section 2.01(g)(i). The Company shall make available to Parent all work papers and other books and records utilized in preparing In the Estimated Closing Working Capital and shall make available to Parent event the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital Average Price is less than $500,000 (the "Estimated Deficiency")13.00 per share, or (ii) then a stock price of $13.00 shall be increased by used as the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) Average Price in either case (an Estimated Deficiency or an Estimated Excess) divided by calculating the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be madeissued as Stock Consideration and in calculating the Option Exchange Ratio in Section 2.01(g)(i).

Merger Consideration. The aggregate merger consideration (athe “Merger Consideration”) Prior to any adjustments thereto in accordance with the remainder of this Section 1.8, the amount of cash to be paid by Parent and/or for all of the Surviving Corporation to the record holders of issued and outstanding shares of Company Capital Stock at the Closing shall, except in the case provided in Section 1.6(a)(ii)(A), be equal to, and paid and issued to the Company stockholders in accordance with the exchange procedures set forth in Section 1.8: (a) 6,723,662 shares of Parent Common Stock for each (“Parent Common Stock Payment Shares”), which shall represent a number of their shares held equal to no more than the Parent Common Stock Consideration Cap, and (b) 384,930.725 shares of Parent Convertible Preferred Stock (“Parent Preferred Stock Payment Shares”), which shall represent such number of shares that (assuming conversion thereof into Parent Common Stock as of described in this Section 1.5) would equal, when aggregated with the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by Parent Common Stock Consideration Cap and the number of issued and outstanding shares of Company Parent Common Stock as reserved for settlement of, or other issuance pursuant to the terms of, Company Options in accordance with Section 1.9, the number of Company Outstanding Shares multiplied by the Exchange Ratio. The Parent Common Stock Payment Shares and Parent Preferred Stock Payment Shares shall be allocated in accordance with the Allocation Certificate. Each Parent Preferred Stock Payment Share shall be convertible into 1,000 shares of Parent Common Stock, subject to and contingent upon the affirmative vote of a majority of the votes of Parent Common Stock cast (other than Parent Common Stock Payment Shares to be issued at Closing pursuant to this Agreement for purposes of approval under the rules of Nasdaq) at a meeting of stockholders of Parent to approve, for purposes of the rules of Nasdaq, a proposal (the "Preliminary Closing Merger Consideration")“Preferred Stock Conversion Proposal”) for the issuance of shares of Parent Common Stock to the stockholders of the Company upon conversion of any and all shares of Parent Convertible Preferred Stock, all in accordance with the terms of the Certificate of Designation. The Preliminary Closing Merger For the avoidance of doubt, in no event shall Parent issue Parent Common Stock Payment Shares in excess of the Parent Common Stock Consideration shall be adjusted upward or downward as provided in the remainder of this Section 1.8Cap, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Preferred Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or Payment Shares shall only be converted after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days prior to the Closing Date, the Company shall deliver to Required Parent its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve Stockholder Vote is obtained and such other requirements set forth in the good faith exercise Certificate of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger ConsiderationDesignation are satisfied. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment to be made.

Merger Consideration. In consideration of the Seller and the Company agreeing to the Merger, the Parent shall pay to the Seller the amount of Two Million Dollars (a$2,000,000), less an amount equal to the aggregate of the Option Payments, the Transaction Expenses and the Payoff Amount (the Option Payments, Transaction Expenses and Payoff Amount are collectively referred to as, the “Directed Closing Payments”), in cash and the Parent Shares, payable as set forth below and as may be adjusted by the Adjusted Amount. In the event that the total assets of the Company (including any receivables owed by Parent to the Company) Prior to less the total liabilities of the Company (including any adjustments thereto deferred revenue and excluding any liabilities for the Directed Closing Payments, as of the Effective Time, as determined in accordance with GAAP applied on a consistent basis with the remainder Company’s past practices, as reasonably and in good faith agreed to by the Parties or, failing such agreement, as determined by arbitration pursuant to the provisions of this Section 1.86.2 hereof, is less than or more than $150,000, the Purchase Price shall be reduced or increased, as applicable, by an amount (the “Adjustment Amount”) equal to the amount of cash such deficit (the “Deficit”) or overage (the “Overage”), as the case may be. Prior to be paid by Parent and/or the Surviving Corporation to the record holders of issued and outstanding shares of Company Common Stock for each of their shares held as of the Closing, excluding Dissenting Sharesthe Parties, acting reasonably and in good faith, shall attempt to agree upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing Adjustment Amount (the "Preliminary Closing Merger Consideration"“Estimated Adjustment Amount”). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in Once the remainder of this Section 1.8, and the resulting amount after such adjustments Adjustment Amount is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days prior to the Closing Datedetermined, the Company shall deliver to Parent its good faith written estimate of the Closing Working Capital, which Parent shall have the right to approve in the good faith exercise of its judgment (the "Estimated Closing Working Capital"). The Company shall make available to Parent all work papers and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) shall be increased by the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Cash Consideration shall be reduced by an amount calculated by dividing or increased, as applicable, and the Excess Company Debt appropriate adjustment shall be paid by the number of issued and outstanding shares of Company Common Stock Seller to the Parent or by the Parent to the Seller, as the case may be, within 10 days from the determination of the amount thereof. In determining the Adjustment Amount, liabilities for the Directed Closing to arrive at Payments shall not be included in the per-share adjustment to be madeliabilities of the Company.

Merger Consideration. (a) Prior Subject to any adjustments thereto in accordance with the remainder remaining -------------------- provisions of this Section 1.8Article III, at the amount of cash Effective Time, NatWest Plc shall cause Bancorp NJ or its designee to be paid by Parent and/or surrender its certificate(s) representing the Surviving Corporation to the record holders of issued and outstanding shares of Company NBNA Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share and Bancorp NJ or its designee shall be entitled to receive cash in an amount determined by dividing equal to $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing 2,700,000,000 (the "Preliminary Closing Merger ConsiderationCash Payment"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as ; provided that FFG may determine, in the remainder of this Section 1.8its sole discretion, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay on not -------- less than 20 days written notice to such holders of shares of Company Common Stock (excluding Dissenting Shares) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration"). (b) At least five Business Days NatWest Plc prior to the Closing Date, the Company shall deliver that (i) up to Parent its good faith written estimate $175,000,000 of the Closing Working Capital, which Parent shall have the right to approve Cash Payment may be made in the good faith exercise form of its judgment shares of FFG Common Stock (the "Estimated Closing Working CapitalFFG Common Stock Consideration") and (ii) up to $300,000,000 of the Cash Payment may be made in the form of shares of FFG Preferred Stock (the "FFG Preferred Stock Consideration" and, collectively with the Cash Payment and the FFG Common Stock Consideration, the "Merger Consideration"). The Company Notwithstanding the foregoing, if, from the date hereof to and including the Closing Date, FFG shall make available have issued preferred stock (other than in connection with a transaction described in writing to, and acknowledged by, NatWest Plc) in excess of $300,000,000, FFG shall not have the option to Parent all work papers and other books and records utilized in preparing pay that portion of the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved Cash Payment in the preparation form of such estimate. FFG Preferred Stock which equals the amount so issued over $300,000,000. (b) The Preliminary Closing Merger Consideration (i) shall be decreased by the amountnumber of shares of FFG Common Stock, if any, to be issued on the Closing Date as provided in Section 3.1, shall be determined by which the Estimated dollar amount of the Cash Payment to be paid in the form of shares of FFG Common Stock divided by the Average Closing Working Capital is less than $500,000 (Price of the "Estimated Deficiency"FFG Common Stock. Such number of shares shall be rounded up to the nearest whole number of shares. Notwithstanding the provisions of Section 3.1(a), or (ii) shall be increased by the amountamount of FFG Common Stock, if any, by which to be issued to Bancorp NJ or its designee on the Estimated Closing Working Capital is greater than $500,000 (Date shall not exceed 4.9% of the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of FFG Common Stock issued and outstanding shares of Company Common Stock as of the Closing in order such date after giving effect to arrive at the per-share adjustment amount to the Preliminary Closing Merger Considerationsuch issuance. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate of seven percent (7%) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excessThe FFG Preferred Stock, if any, to be issued on the Closing Date as provided in Section 3.1(a), shall contain such provisions as are set forth in the form of certificate of designations attached as Exhibit A, except that the dividend rate set forth therein shall be adjusted, if necessary, to a dividend rate (rounded up or down, as the case may be, to the nearest five basis points) which, after taking into consideration all other terms of the Company Debt over $4,400,000 is FFG Preferred Stock set forth in such certificate of designations, shall cause each share of FFG Preferred Stock to have a fair market value on a fully distributed basis equal to its stated liquidation preference; provided that in no event shall the "Excess Company Debt"), then the Preliminary Closing Merger Consideration shall be reduced by an amount calculated by dividing the Excess Company Debt by the number of issued and outstanding shares of Company Common Stock as of the Closing to arrive at the per-share adjustment dividend to be made.determined -------- on a basis that would cause the FFG Preferred Stock not to be included as tier 1 Capital of FFG in accordance with 12 C.F.R.

Merger Consideration. (a) Prior As consideration for the Merger, One Planet shall be entitled to any adjustments thereto in accordance with receive (i) a number of shares of Inspirato Common Stock equal to (A)(1) ninety percent (90%) of the remainder Transaction Valuation divided by (2) the Inspirato Per Share Value minus (B) the number of this Section 1.8shares of Inspirato Common Stock subject to the Converted RSU Awards and the Additional RSU Awards, rounded down to the nearest whole share (the “Common Stock Consideration”), and (ii) a number of shares of Inspirato Preferred Stock equal to (A)(1) ten percent (10%) of the Transaction Valuation minus (2) the total amount of cash payable pursuant to the Converted Cash Awards divided by (B) the Inspirato Per Share Value, rounded down to the nearest whole #100494976v13 share (the “Preferred Stock Consideration” and, together with the Common Stock Consideration, the “Merger Consideration”). Subject to Section 1.9, the components of the Merger Consideration, the Converted RSU Awards, the Additional RSU Awards and the Converted Cash Awards shall be calculated in a manner consistent with the sample calculation set forth on Exhibit C. The allocation of the Common Stock Consideration and Preferred Stock Consideration to be paid by Parent and/or issued upon conversion of the Surviving Corporation to the record holders of issued Buyerlink Preferred Stock and outstanding shares of Company Buyerlink Common Stock for each of their shares held as of the Closing, excluding Dissenting Shares, upon surrender of the certificates for such shares, is the per-share amount determined by dividing $5,284,861 by the number of issued and outstanding shares of Company Common Stock as of the Closing (the "Preliminary Closing Merger Consideration"). The Preliminary Closing Merger Consideration shall be adjusted upward or downward as provided in the remainder of this determined pursuant to Section 1.8, and the resulting amount after such adjustments is the amount that Parent and/or the Surviving Corporation will pay to such holders of shares of Company Common Stock (excluding Dissenting Shares1.8(b) upon surrender of their certificates for such shares at or after the Closing (the "Final Closing Merger Consideration")below. (b) At least five Business Days prior to the Closing DateEffective Time, the Company Buyerlink Common Stock and the Buyerlink Preferred Stock shall deliver be deemed to Parent its good faith written estimate be converted into the Common Stock Consideration and the Preferred Stock Consideration as follows (it being understood and agreed that such deemed conversion shall not increase the amount of the Closing Working Capital, which Parent consideration provided for in Section 1.8(a)) (i) each share of Buyerlink Preferred Stock that is issued and outstanding shall have be converted into the right to approve in receive a number of shares of Inspirato Preferred Stock equal to (A) the good faith exercise of its judgment BL Pref Value divided by (B) the "Estimated Closing Working Capital"). The Company shall make available Inspirato Per Share Value divided by (C) the BL Pref Number, rounded down to Parent all work papers the nearest whole share, and other books and records utilized in preparing the Estimated Closing Working Capital and shall make available to Parent the appropriate personnel involved in the preparation of such estimate. The Preliminary Closing Merger Consideration (i) shall be decreased by the amount, if any, by which the Estimated Closing Working Capital is less than $500,000 (the "Estimated Deficiency"), or (ii) each share of Buyerlink Common Stock shall be increased by converted into the amount, if any, by which the Estimated Closing Working Capital is greater than $500,000 (the "Estimated Excess"), (iii) in either case (an Estimated Deficiency or an Estimated Excess) divided by the number of issued and outstanding shares of Company Common Stock as of the Closing in order right to arrive at the per-share adjustment amount to the Preliminary Closing Merger Consideration. (c) If as of the Closing the sum of (i) the Company's bank indebtedness plus (ii) the Company's remaining principal obligations to D.J. Leasing, Inc. to acquire ownership of the vending machines leased under its equipment lease with such corporation (including in such principal obligations the $400,000 option purchase price and the "principal" receive a pro rata portion of the remaining monthly lease payments, but excluding an assumed interest component included in said monthly payments at an interest rate Preferred Stock Consideration (after application of seven percent (7%Section 1.8(b)(i)) per annum) (together, the "Company Debt") exceeds Four Million Four Hundred Thousand Dollars ($4,400,000) (the excess, if any, and a pro rata portion of the Company Debt over $4,400,000 is the "Excess Company Debt"), then the Preliminary Closing Merger Common Stock Consideration. The Preferred Stock Consideration shall be reduced by an amount calculated by dividing subject to adjustment as set forth in Section 1.9 below. At the Excess Company Debt by Effective Time, Inspirato shall issue to One Planet certificates representing the number of issued and outstanding shares of Company Common Stock as Consideration and the Preferred Stock Consideration (or, in lieu of such certificates, non-certificated shares represented by book-entry evidence from the Closing to arrive at the per-share adjustment to be maderelevant transfer agent of Inspirato).