Common use of Merger Consideration Clause in Contracts

Merger Consideration. (i) Each share of the Class A Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number of Shares issued and outstanding immediately prior to the Effective Time (including in such calculation, all Excluded Shares referred to in subsections (y) and (z) of the definition of Excluded Shares) (the “Per Share Merger Consideration”), plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately prior to the Effective Time.

Merger Consideration. (i) Each share of At the Class A Common StockEffective Time, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”subject to Section 2.7(b) and the other provisions of this Agreement, each share of the Class B common stock of Company, $.01 par value (the “Company Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and listed opposite a shareholder’s name in Column C of Schedule I other than (xany Appraisal Shares) Shares owned shall, by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary virtue of the CompanyMerger and without any action on the part of the holder thereof, be converted into and in each case shall thereafter represent the right to receive the following consideration (the “Merger Consideration”): (i) Each share of Company Common Stock (excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time revoked or lost pursuant to Section 31D-132.7(c) (each, a “Mixed Consideration Election Share”) and each Non-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (Election Share, as defined in Section 4.1(a)(ii2.7(c), shall be converted into the right to receive the combination (such combination, the “Per Share Mixed Consideration”) of (x) $4.00 in cash or such lesser amount of cash based on the adjustments in Section 2.7(b) (each share referred to in (x), the “Per Share Mixed Election Cash Amount”) and (y) and the number of shares of Parent Common Stock (ztogether with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.9(e)) aboveequal to Mixed Election Stock Exchange Ratio. (ii) If the Available Stock Election Amount equals or exceeds the Stock Election Amount, an “Excluded Share” and collectivelythen each share of Company Common Stock (including any Company Restricted Stock, “but excluding any Excluded Shares) with respect to which an election to receive stock consideration is properly made and not revoked or lost pursuant to Section 2.7(c) (each, a “Stock Election Share”) shall be converted into the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total a number of Shares issued and outstanding immediately prior shares of Parent Common Stock (together with any cash in lieu of fractional shares of Parent Common Stock to the Effective Time (including in such calculation, all Excluded Shares referred be paid pursuant to in subsections (y) and (z) of the definition of Excluded SharesSection 2.9(e) (the “Per Share Merger Stock Election Consideration”)), plus equal to the Exchange Ratio. If the Stock Election Amount exceeds the Available Stock Election Amount (such excess being herein referred to as the “Excess Shares”), then each Stock Election Share shall be converted into the right to receive after (1) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to (w) the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth Available Stock Election Amount divided by (x) the number of Shares that will be issued and outstanding immediately prior Stock Election Shares, rounding to the Effective Timenearest ten-thousandth of a share, and (2) an amount of cash (without interest) equal to (y) the product of the Excess Shares and the Parent Share Value, divided by (z) the number of Stock Election Shares.

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) Each share of the Class A each Seller Common Stock, par value $700.00 per share, of the Company Share (a “Class A Share” or collectively the “Class A Shares”as defined in Section 2.3(a)) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount $10.35 in cash equal as adjusted pursuant to Section 1.7(c) (1"Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) $960,000,000 divided by each Seller Preferred Share (2as defined in Section 2.3(a)) the total number of Shares issued and outstanding immediately prior to the Effective Time (including in such calculationother than Seller Preferred Shares held by Parent, all Excluded Shares Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in subsections Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such Seller Option to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (yi) the number of Seller Common Shares subject to the Seller Option and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Common Merger Consideration shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young, LLP in accordance with GAAP, as of the definition close of Excluded Shares) business on the fifth business day prior to Closing (the “Per Share Merger Consideration”)"Measurement Date") minus (ii) consolidated cash, plus cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the right to receive aggregate proceeds received by Seller and its Subsidiaries during the period after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Two business days June 30, 1999 and on or prior to the ClosingMeasurement Date of (x) any sales or other dispositions of assets of Seller or any of its Subsidiaries, the Company shall deliver to Parent a certificate setting forth the number (y) any incurrence of Shares that will be issued and outstanding immediately prior to the Effective Time.indebtedness or other non-equity financing by Seller or any of its Subsidiaries or (z) any issuances of equity interests by Seller or

Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of Acquisition, OilQuip, or A-C: (ia) Each share of the Class A OilQuip Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C will be converted, without any action on the part of Schedule I other than the holders thereof (x) Shares owned by Holdco (other than Contribution Sharesthe "Shareholders"), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary into (i) 40 shares of the Companycommon stock, par value $0.15 per share, of A-C ("A-C Common Stock"), and in each case not held (ii) the right to receive 960 shares of Common Stock on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares Amendment Date (as defined in Section 4.1(a)(ii7.11); provided that no fractional shares of A-C Common Stock shall be delivered (and the number of shares of A-C Common Stock to be delivered to any Shareholder shall be rounded down to the nearest whole number) (each share referred and the Shareholders shall not be entitled to cash in lieu of fractional shares; provided further that no more than an aggregate of 10,000,000 shares of A-C Common Stock shall be issued or issuable at the Effective Time and on the Amendment Date pursuant to the Merger. Immediately following the Effective Time, the Shareholders shall deliver to A-C the certificates representing the OilQuip Common Stock, and A-C shall cause A-C's transfer agent to deliver to the Shareholders certificates representing the A-C Common Stock described in (x)i) above in accordance with Exhibit A hereto; and immediately following the Amendment Date, A-C shall cause A-C's transfer agent to deliver to the Shareholders certificates representing the A-C Common Stock described in clause (yii) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”above in accordance with Exhibit A. The A-C Common Stock issued pursuant to this Section 3.1(a) shall be converted into duly authorized, fully paid and non-assessable. The Shareholders shall have no right to transfer or assign the right to receive an amount in cash equal the A-C Common Stock prior to the issuance thereof. (1b) $960,000,000 divided by (2) the total number Each share of Shares Acquisition Common Stock issued and outstanding immediately prior to the Effective Time (including in such calculationwill be converted, all Excluded Shares referred to in subsections (y) and (z) without any action on the part of the definition holder thereof, into one (1) duly and validly issued, fully paid and non-assessable share of Excluded Shares) (OilQuip Common Stock. All shares of A-C Common Stock issued in accordance with Section 3.1 shall be deemed to be in full satisfaction of all rights pertaining to shares of OilQuip Common Stock held by the “Per Share Merger Consideration”)Shareholders, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closingand shall be duly authorized, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be issued fully paid and outstanding immediately prior to the Effective Timenon-assessable.

Merger Consideration. Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of Buyer, Seller or the shareholders of either of the foregoing: (ia) Each share of the Class A Common StockBuyer’s common stock, $1.00 par value $700.00 per share, of the Company share (a “Class A Share” or collectively the “Class A SharesBuyer Stock”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and listed opposite a shareholder’s name in Column C shall be unchanged by the Merger; (b) Each share of Schedule I other than Seller common stock, $1.00 par value per share (x“Seller Common Stock”) Shares owned directly by Holdco Buyer (other than Contribution Shares)shares in trust accounts, Parent, Merger Sub managed accounts or any other direct similar accounts for the benefit of customers or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not shares held on behalf of third parties, (yas collateral for outstanding debt previously contracted) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights immediately prior to the Effective Time pursuant to Section 31D-13-1321 of (the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Cancelled Shares”) shall be converted into cancelled and retired at the right Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Subject to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number Sections 1.2(g), each share of Shares Seller Common Stock issued and outstanding immediately prior to the Effective Time (including other than treasury stock, Dissenting Shares and Cancelled Shares) shall become and be converted into the right to receive the following consideration, in such calculation, all Excluded Shares referred each case without interests: (i) an amount of cash equal to in subsections $1.90 (y) the “Cash Consideration”); and (zii) 0.6178 validly issued, fully paid and nonassessable shares (the “Exchange Ratio”) of Buyer Stock together with cash in lieu of any fractional shares in accordance with the definition provisions of Excluded SharesSection 1.2(g) (the “Stock Consideration”, and with the Cash Consideration, individually, the “Per Share Purchase Price” and collectively, and in the aggregate, as adjusted in accordance with the terms hereof, the “Merger Consideration”). Each certificate previously representing shares of Seller Common Stock (each, plus a “Certificate”) shall thereafter represent, subject to Section 1.3(d), only the right to receive after the Closing Merger Consideration. Any reference herein to “Certificate” shall be deemed, as appropriate, to include reference to book-entry account statements relating to the ownership of shares of Seller Common Stock, and it being further understood that provisions herein relating to Certificates shall be interpreted in a portion manner that appropriately accounts for book-entry shares, including that, in lieu of delivery of a Certificate and a Letter of Transmittal, shares held in book-entry form may be transferred by means of an “agent’s message” to the Exchange Agent or such other evidence of transfer as the Exchange Agent may reasonably request. (d) At the Effective Time, each outstanding option to acquire shares of Seller Common Stock (a “Seller Stock Option”) issued pursuant to Seller’s equity-based compensation plans identified in Section 3.5(a)(i) of the proceeds Disclosure Memorandum (the “Seller Stock Plans”), whether vested or unvested, that is outstanding as of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately prior to the Effective Time, shall become fully vested and shall be cancelled and converted automatically into the right to receive a cash payment from Buyer or Buyer Bank (the “Cash Out Amount”) in an amount equal to the product of (x) the excess, if any, of the Merger Consideration Price (as defined below) over the exercise price of each such Seller Stock Option and (y) the number of shares of Seller Common Stock subject to such option to the extent not previously exercised. After the Effective Time, any such cancelled Seller Stock Option shall no longer be exercisable by the former holder thereof, but shall only entitle the holder to the payment of the Cash Out Amount, without interest. In the event the exercise price per share of Seller Common Stock subject to a Seller Stock Option is equal to or greater than the Merger Consideration Price, such Seller Stock Option shall be cancelled without consideration and have no further force or effect. For purposes of this Agreement, the term “Merger Consideration Price” means the sum of (i) the Exchange Ratio multiplied by the Closing Price and (ii) $1.90.

Merger Consideration. Upon surrender of certificates representing Uni-Pixel Common Stock and Gemini Common Stock, the Company will issue and deliver, as provided in Section 3.3 herein, certificates representing the number of whole shares of Company Common Stock determined by the following exchange rate: (i) Each one (1) share of Company Common Stock shall be issued in exchange for each two shares of Uni-Pixel Common Stock issued and outstanding on the Class A Effective Date; and (ii) one thousand six hundred sixty-seven (1,667) shares of Company Common StockStock shall be issued in exchange for each one (1) share of Gemini Common Stock issued and outstanding as of the Effective Time (the "Merger Consideration"). Notwithstanding anything to the contrary set forth herein, par value $700.00 per sharethe Parties to this Agreement agree that after giving effect to the Transactions but prior to the sale of the equity securities pursuant to the Private Placement described in Section 8.4 of this Agreement (the "Private Placement"), the holders of Uni-Pixel Common Stock shall hold, in the aggregate, not less than sixty-eight percent (68%) of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, Stock issued and outstanding immediately prior after the consummation of the Transactions. The Parties also agree that, after giving effect to the Effective Time Transactions and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares)the Private Placement, Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary holders of the Company, Uni-Pixel Common Stock shall hold in aggregate not less than forty three percent (43%) nor greater than fifty seven and in each case not held on behalf of third parties, one half percent (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number of Shares issued and outstanding immediately prior to the Effective Time (including in such calculation, all Excluded Shares referred to in subsections (y) and (z57.5%) of the definition of Excluded Shares) (the “Per Share Merger Consideration”)Company Common Stock, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets on an as provided in Section 6.13. Two business days prior converted basis, all on terms no more favorable to the Closing, investors in the Company shall deliver to Parent a certificate setting Private Placement than as set forth in attached Schedule 3.2. Schedule 3.2 sets forth the number of Shares that will be issued and outstanding shares of the Company Common Stock each of the holders of the Uni-Pixel Common Stock shall hold immediately prior to after the Effective Timeconsummation of the Transactions.

Merger Consideration. (i) Each share of the Class A Common StockSubject to Section 2.3, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Company Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and Stock outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and shares to be canceled in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to accordance with Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii2.1(b)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) automatically shall be converted into the right to receive merger consideration having an amount aggregate value of $12.75116022 (the "Merger Consideration"). In accordance with the stockholder election procedures of Section 2.2 and, in cash equal all cases, subject to (1) $960,000,000 divided by (2) the total number proration provisions of Shares issued and outstanding immediately Section 2.3, each holder of Company Common Stock shall have the right prior to the Effective Time "Election Deadline" (including as defined in such calculationSection 2.2(a)), all Excluded Shares referred to elect to receive in subsections respect of each share of his or its Company Common Stock, either: (yi) cash, or (ii) duly authorized, validly issued, fully paid and nonassessable shares of 8% Cumulative Convertible Preferred Securities of the Trust, having a stated liquidation preference per share of $25 (the "Liquidation Preference"), and having the respective powers, preferences and relative, participating, optional or other special rights and the qualifications, limitations, restrictions and designations thereof as set forth in the Amended and Restated Trust Agreement substantially in the form annexed hereto as Exhibit A-1 ( the "Convertible Securities"). Anything to the contrary in this Article II notwithstanding, in no event shall the aggregate amount of cash to be paid in the Merger to the holders of Company Common Stock equal more than $62,328,500 (the "Maximum Aggregate Cash Consideration") and in no event shall the aggregate number of shares of Convertible Securities to be issued in the Merger to the holders of Company Common Stock equal more than 1,342,460 shares of Convertible Securities (zthe "Maximum Number of Convertible Securities") which, upon original issuance, shall have an aggregate liquidation preference of $33,561,500 (the "Maximum Aggregate Convertible Securities Consideration"); it being the intention and agreement of the definition of Excluded Shares) (the “Per Share Merger Consideration”), plus the right to receive after the Closing a portion parties hereto that not more than 65% of the proceeds aggregate merger consideration shall be paid in the form of cash and not more than 35% of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company aggregate merger consideration shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately in the form of Convertible Securities. If, at any time prior to the Effective Time, CSLC should reclassify, split, subdivide or combine the CSLC Common Stock, pay a stock dividend or other non-cash distribution in respect of CSLC Common Stock or effect any similar recapitalization transaction, then the Convertible Securities (including the conversion price thereof and/or number of shares thereof to be issued in the Merger) promptly shall be appropriately and proportionately adjusted to reflect such reclassification, split, subdivision, combination, dividend, non-cash distribution or recapitalization.

Merger Consideration. (i) Each share of the Class A Common StockSubject to Section 2.3, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Company Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and Stock outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and shares to be canceled in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to accordance with Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii2.1(b)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) automatically shall be converted into the right to receive merger consideration having an amount aggregate value of $14.30353684 (the "Merger Consideration"). In accordance with the stockholder election procedures of Section 2.2 and, in cash equal all cases, subject to (1) $960,000,000 divided by (2) the total number proration provisions of Shares issued and outstanding immediately Section 2.3, each holder of Company Common Stock shall have the right, prior to the Effective Time "Election Deadline" (including as defined in such calculationSection 2.2(a)), all Excluded Shares referred to elect to receive in subsections respect of each share of his or its Company Common Stock, either: (yi) cash, or (ii) duly authorized, validly issued, fully paid and nonassessable shares of 8% Cumulative Convertible Preferred Securities of the Trust, having a stated liquidation preference per share of $25 (the "Liquidation Preference"), and having the respective powers, preferences and relative, participating, optional or other special rights and the qualifications, limitations, restrictions and designations thereof as set forth in the Amended and Restated Trust Agreement substantially in the form annexed hereto as Exhibit A-1 (the "Convertible Securities"). Anything to the contrary in this Article II notwithstanding, in no event shall the aggregate amount of cash to be paid in the Merger to the holders of Company Common Stock equal more than $48,171,500 (the "Maximum Aggregate Cash Consideration") and in no event shall the aggregate number of shares of Convertible Securities to be issued in the Merger to the holders of Company Common Stock equal more than 1,037,540 shares of Convertible Securities (zthe "Maximum Number of Convertible Securities") which, upon original issuance, shall have an aggregate liquidation preference of $25,938,500 (the "Maximum Aggregate Convertible Securities Consideration"); it being the intention and agreement of the definition of Excluded Shares) (the “Per Share Merger Consideration”), plus the right to receive after the Closing a portion parties hereto that not more than 65% of the proceeds aggregate merger consideration shall be paid in the form of cash and not more than 35% of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company aggregate merger consideration shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately in the form of Convertible Securities. If, at any time prior to the Effective Time, CSLC should reclassify, split, subdivide or combine the CSLC Common Stock, pay a stock dividend or other non-cash distribution in respect of CSLC Common Stock or effect any similar recapitalization transaction then the Convertible Securities (including the conversion price thereof and/or number of shares thereof to be issued in the Merger) promptly shall be appropriately and proportionately adjusted to reflect such reclassification, split, subdivision, combination, dividend, non-cash distribution or recapitalization.

Merger Consideration. (ia) Each share Subject to the terms and conditions of this Agreement (including without limitation the terms and conditions set forth in Section 1.7), at the Effective Time (or in the case of any Contingent Purchase Price, at the time such Contingent Purchase Price is payable pursuant to Section 1.6), by virtue of the Class A Common StockMerger and without any further action on the part of SafeNet, par value $700.00 per sharethe Merger Sub, the Company, the Major Shareholders or the other shareholders of the Company (a “Class A Share” or collectively together with the Major Shareholders, the “Class A SharesShareholders”), or the Vested Option Holders (as defined below): (i) and each share of the Class B Company Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, Stock issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned shall, by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary virtue of the CompanyMerger and without any action on the part of the holder thereof, be cancelled and extinguished and converted into the right to receive, upon surrender of the certificate representing such shares of Company Common Stock and delivery of such letters, signature pages, agreements and other documents as are or may be required under Section 1.7, in each case not held on behalf at the times and in the manner provided in Section 1.7 and pursuant to a promissory note substantially in the form of third partiesExhibit A hereto (each, a “Note”): (yA) Shares cash in the amount of the Cash Amount Per Share; (B) that are owned by shareholders number of shares of common stock of SafeNet, par value $0.01 per share (the “Dissenting ShareholdersSafeNet Common Stock”), equal to the Exchange Ratio; and (C) who have asserted their appraisal rights at the times and in the manner specified in Section 1.6 and subject to the other provisions of this Agreement, any Earnout Consideration payable with respect to such shares of Company Common Stock pursuant to Section 1.6. (ii) each Company Option that is vested and exercisable immediately prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x)each, (y) and (z) above, an a “Excluded ShareVested Company Option” and collectively, the “Excluded SharesVested Company Options”) pursuant to the terms and conditions of the stock option agreement for such Company Option shall, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled and extinguished and each holder of a Vested Company Option (each, a “Vested Option Holder” and collectively, the “Vested Option Holders”), upon delivery of such letters, signature pages, agreements and other documents as are or may be required under Section 1.7, in each case in the manner provided in Section 1.7, shall be converted into receive with respect to each of the right to receive an Net Vested Option Shares of such Vested Option Holder: (A) cash in the amount in cash of the Cash Amount Per Share; (B) that number of shares of SafeNet Common Stock equal to the Exchange Ratio; and (1C) $960,000,000 divided by at the times and in the manner specified in Section 1.6 and subject to the other provisions of this Agreement, any Earnout Consideration payable with respect to such Net Vested Option Shares pursuant to Section 1.6 (2such amounts, together with any amounts paid pursuant to Section 1.5(a)(i)(C), the “Contingent Purchase Price”). (iii) each share of common stock of the total number of Shares Merger Sub issued and outstanding immediately prior to the Effective Time (including in such calculationshall be converted into and exchanged for one validly issued, all Excluded Shares referred to in subsections (y) fully paid and (z) nonassessable share of common stock of the definition of Excluded Shares) (the “Per Share Merger Consideration”), plus the right to receive Surviving Corporation. From and after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately prior to the Effective Time, each share certificate of Merger Sub theretofore evidencing ownership of any such shares shall evidence ownership of such shares of capital stock of the Surviving Corporation. (b) Any consideration payable pursuant to Section 1.5(a) shall be paid as set forth in this Section 1.5 and in Sections 1.6 and 1.7. The amount, timing and form of consideration to be payable to the Shareholders, and the manner of payment, is set forth in this Article 1. (c) For purposes of this Agreement,

Merger Consideration. (i1) Each share At the Effective Time, by virtue of the Class A Common Stock, par value $700.00 per share, Merger and without any action on the part of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, each outstanding share of Company Common Stock and in each case not held on behalf of third partiesCompany Preferred Stock (other than shares, (y) Shares that if any, which are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior Shares), shall, upon the terms and subject to the Effective Time conditions set forth in this Agreement, be canceled and extinguished and automatically exchanged for the applicable respective portion of the Merger Consideration, calculated pursuant to Section 31D-13-1321 1.7(b) and the Company Certificate, subject to the setting aside of the WVBCA Escrow Fund and thereafter exercised or remained entitled the provisions of Article VIII. For clarity and illustration, making the assumptions specified in Section 1.7(b)(2)(iv), and subject in all cases (other than Company Common Stock) to exercise their appraisal rights under Article 13 the setting aside of the WVBCA Escrow Fund and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each the provisions of Article VIII: • Each share referred of Series E Preferred Stock would be exchanged for the right to in (x), (y) and (z) above, receive $130.87 plus an “Excluded Share” and collectively, “Excluded Shares”) shall amount equal to the Per Share Remaining Merger Consideration. • Each share of Series F Preferred Stock would be converted into exchanged for the right to receive $0.14 plus an amount equal to the Per Share Remaining Merger Consideration. • Each share of Series F-1 Preferred Stock would be exchanged for the right to receive $0.14 plus an amount equal to the Per Share Remaining Merger Consideration. • Each share of Company Common Stock would be exchanged for the right to receive an amount in cash equal to (1) $960,000,000 divided by the Per Share Remaining Merger Consideration. (2) With respect to each separate class (in the total number case of Shares issued and outstanding immediately prior a class of Company Capital Stock that has not been designated into series) or each separate series of Company Capital Stock, the per share amount to be paid to the Effective Time (including in holders of such calculation, all Excluded Shares referred class or series pursuant to in subsections (ySection 1.7(c)(1) and (z) of the definition of Excluded Shares) (shall respectively be called the “Per Share Cash Exchange Ratio” for that class or series. (3) The aggregate amount of cash to be paid to each holder of Company Capital Stock (a “Shareholder”) hereunder shall be calculated by aggregating all shares of Company Capital Stock held by such Shareholder and multiplying, for each share, by the respective Cash Exchange Ratio, and rounded (after aggregation) to the nearest whole cent, so that the aggregate amounts paid to Shareholders plus the Option Allocation is equal to the Allocable Merger Consideration”), plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately prior to the Effective Time.

Merger Consideration. (ia) Each share At the Effective Time, by virtue of the Class A Common StockMerger and without any action by the Seller, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, all Stock issued and outstanding immediately prior to the Effective Time shall be canceled and listed opposite a shareholder’s name retired and converted into and become rights to receive the Merger Consideration (defined below) in Column C of Schedule I other than the manner described in subsection 1.2.1(c) below. (xb) Shares owned by Holdco The aggregate consideration provided for in this subsection (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)b) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”the "Merger Consideration") shall be converted into the right to receive an amount in cash equal to payable by delivery of: (1i) $960,000,000 divided 1,838,500 in cash, less the amount of Seller's expenses paid by Purchaser under Section 9.1(a), without any interest thereon (2the "Cash Merger Consideration"), which shall be payable by wire transfer (pursuant to the wire transfer instructions set forth on Exhibit A) or other immediately available funds; and (ii) the total number of Shares shares of common stock, par value $.01 per share, of Monarch (the "Monarch Common Stock") determined by dividing $1,800,000 by the per share price set forth in the "Price to Public" column on the front cover page of the final prospectus filed with the Securities and Exchange Commission in connection with its initial public offering of Monarch Common Stock (the "IPO Price"), rounded to the nearest whole share of Monarch Common Stock (the "Stock Merger Consideration"). 3 (c) The Merger Consideration shall be allocated among the Sellers equally. At the Effective Time, all of the issued and outstanding immediately prior to Stock held by each Seller shall be converted without any action on the Effective Time (including in such calculation, all Excluded Shares referred to in subsections (y) and (z) part of the definition holder thereof into and be exchangeable for: (i) 33 1/3% of Excluded Shares) (the “Per Share aggregate amount of the Cash Merger Consideration”), plus the right to receive after the Closing a portion ; and (ii) 33 1/3% of the proceeds of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the aggregate number of Shares that will be issued and outstanding immediately prior to shares of Monarch Common Stock comprising the Effective TimeStock Merger Consideration.

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (i) Each share of the Class A Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Company Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, Stock issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary shares of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior Common Stock to the Effective Time be canceled pursuant to Section 31D-13-1321 of the WVBCA 2.01(a)(vi) and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution any Dissenting Shares (as defined in Section 4.1(a)(ii2.06)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in of cash equal to the Common Cash Consideration (1as defined in Section 2.01(b)) $960,000,000 divided by without interest thereon; (2ii) the total number each share of Shares Company Series D Stock issued and outstanding immediately prior to the Effective Time (including in such calculation, all Excluded Shares referred other than any shares of Company Series D Stock to in subsections (ybe canceled pursuant to Section 2.01(a)(vi) and any Dissenting Shares (zas defined in Section 2.06)) of the definition of Excluded Shares) (the “Per Share Merger Consideration”), plus shall be converted into the right to receive after an amount of cash equal to the Closing a portion of the proceeds of the sale of certain assets Series D Cash Consideration, if any, (as provided defined in Section 6.13. Two business days prior to the Closing, the 2.01(b)) without interest thereon; (iii) each share of Company shall deliver to Parent a certificate setting forth the number of Shares that will be Series C Stock issued and outstanding immediately prior to the Effective TimeTime (other than any shares of Company Series C Stock to be canceled pursuant to Section 2.01(a)(vi) and any Dissenting Shares (as defined in Section 2.06)) shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (iv) each share of Company Series B Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series B Stock to be canceled pursuant to Section 2.01(a)(vi) and any Dissenting Shares (as defined in Section 2.06)) shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (v) each share of Company Series A Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Series A Stock to be canceled pursuant to Section 2.01(a)(vi) and any Dissenting Shares (as defined in Section 2.06)) shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (vi) each share of Company Stock held in the treasury of the Company and each share of Company Stock owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and (vii) each share of common stock, par value $0.0001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation. The stock certificate evidencing shares of common stock of Merger Sub shall then evidence ownership of the outstanding share of common stock of the Surviving Corporation. (b) As used in this Agreement, the following terms have the following meanings:

Merger Consideration. (i) Each share of the Class A Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to At the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)1.09) by virtue of this Agreement and without any further action on the part of any holder: A. Any shares of I BHC Stock that are owned by I BHC (each share referred other than as a fiduciary) shall automatically be canceled and retired and all rights with respect thereto shall cease to exist, and no consideration shall be delivered in (x), (y) exchange therefor. B. All shares of I BHC Stock and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) all I BHC Options shall be converted into the right to receive an amount in cash equal to from IBG total aggregate consideration of $36,700,000 (the “Aggregate Consideration”). The Aggregate Consideration shall be allocated as follows: (1) A total of $960,000,000 divided by 2,336,189 of the Aggregate Consideration shall be allocated to the holders of the I BHC Options (the “Aggregate Option Consideration”). At the Effective Time, the I BHC Options shall be converted into the right to receive cash from IBG as set forth in Schedule 1.05(B)(1) (the “Option Holder Consideration”). (2) A total of $34,363,811 of the total number of Shares issued and outstanding immediately prior Aggregate Consideration shall be allocated to the holders of I BHC Stock (the “Aggregate Shareholder Consideration”). At the Effective Time (including Time, each share of I BHC Stock shall be converted into the right to receive from IBG $33.2018 in such calculation, all Excluded Shares referred to in subsections (y) and (z) of the definition of Excluded Shares) cash (the “Per Share Merger Shareholder Consideration”). (3) Subject only to dissenter’s rights under Subchapter H of Chapter 10 of the TBOC, plus all shares of I BHC Stock and all of the I BHC Options shall no longer be outstanding and shall be cancelled and retired and all rights with respect thereto shall cease to exist, and each holder of I BHC Stock or I BHC Options shall cease to have any rights with respect thereto, except the right to receive the consideration provided for in this Section 1.05. C. If the Effective Time occurs after April 30, 2012 (other than as a result of (i) failure to obtain regulatory approval on a timely basis due to issues related to a negative condition or negative operations of I BHC or I Bank, or (ii) the Closing failure of I BHC or I Bank to provide on a portion of timely basis to IBG the proceeds of information needed to prepare and process its regulatory applications), then the sale of certain assets as provided in Section 6.13. Two business days prior Aggregate Consideration shall be increased by an amount equal to the Closingproduct of (i) the amount of net income per day of I Bank (calculated in accordance with Call Report Instructions) during the month of April 2012, the Company shall deliver to Parent a certificate setting forth multiplied by (ii) the number of Shares days between May 1, 2012 and the date on which the Effective Time occurs (the “Additional Aggregate Consideration”). 6.39 percent of the Additional Aggregate Consideration shall be allocated to the holders of the I BHC Options, to be further allocated among the holders of I BHC Options pro rata based upon the number of I BHC Options owned as set forth in Schedule 1.05(B)(I). 93.61 percent of the Additional Aggregate Consideration shall be allocated to the holders of I BHC Stock to be further allocated among the holders of I BHC Stock pro rata based upon the number of shares of I BHC Stock owned on the Closing Date. The Additional Aggregate Consideration, if any, as allocated among the holders of the I BHC Options and shares of I BHC Stock, shall be added to, and delivered as part of, the Option Holder Consideration and the Per Share Shareholder Consideration. D. As of the date of this Agreement, I BHC has cash on hand in the amount of $284,831.61 (the “Cash Amount”). Between the date of this Agreement and the Closing Date, I BHC shall disburse the Cash Amount to pay for the following expenses related to the Merger: (1) any and all completion bonuses, severance payments, and other payments to employees of I Bank, including without limitation a $37,500 payment to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (provided that will IBG shall be issued responsible for any retention bonus or payment to any employees after Closing); (2) legal fees and outstanding immediately expenses incurred by I BHC and/or I Bank in connection with the transactions contemplated by this Agreement; and (3) accounting fees and expenses incurred by I BHC and/or I Bank in connection with the transactions contemplated by this Agreement. All such, fees and expenses (the “Transaction Costs”) shall be paid by I BHC in full on the day before the Closing Date. On the Closing Date prior to the Effective Time, I BHC shall pay a dividend to its shareholders in an aggregate amount equal to the difference between (i) the Cash Amount, less (ii) the aggregate amount of the Transaction Costs. E. In addition to the Aggregate Consideration, at Closing IBG shall pay to I BHC the sum of $300,000.00 which shall be used at Closing by I BHC to discharge its obligations to Sheshunoff & Co. Investment Banking, L.P. (“Sheshunoff”) as described in Section 11.03 (the “Sheshunoff Obligation”)

Merger Consideration. (ia) Each share At the Effective Time, by virtue of the Class A Common Stock, par value $700.00 per share, Merger and without any action on the part of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by Sub, the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares Company Securityholders (as defined in Section 4.1(a)(ii2.01(b)), each of the shares of Company Stock and each of the options to purchase shares of the Company Common Stock granted by the Company pursuant to the Stock Plans (as defined in Section 3.04(b)) (each share referred to a "Company Option") outstanding as of the Effective Time will be -------------- cancelled and terminated as set forth below and, in the case of the outstanding Company Stock (xother than the Company Series E Preferred Stock) and Cash-Out Options (as defined in Section 2.01(b)), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into exchanged for the right to receive an amount the applicable portion of the Aggregate Merger Consideration (as defined in cash equal Section 2.01(b)) allocated as follows (subject to the escrow provisions of Section 2.03(b)): (1) $960,000,000 divided by (2i) the total number Preferred Merger Consideration shall be allocated to each share of Shares Company Series A Preferred Stock, Company Series B Preferred Stock, Company Series C Preferred Stock and Company Series D Preferred Stock issued and outstanding immediately prior to the Effective Time (including in other than any such calculation, all Excluded Shares referred shares to in subsections (ybe cancelled pursuant to Section 2.01(a)(iv) and any Dissenting Shares (zas defined in Section 2.06)) on a pro rata basis based upon the liquidation preference of each such share as set forth in Article IV, Section 4(a) of the definition Amended and Restated Articles of Excluded Shares) (the “Per Share Merger Consideration”), plus the right to receive after the Closing a portion Organization of the proceeds of Company; (ii) the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, Common Merger Consideration shall be allocated among the Company shall deliver to Parent a certificate setting forth the number of Shares that will be Common Stock issued and outstanding immediately prior to the Effective TimeTime (other than any such shares to be cancelled pursuant to Section 2.01(a)(iv) and any Dissenting Shares) and the Cash-Out Options such that each such share of Company Common Stock shall receive the Common Per Share Consideration (as defined in Section 2.01(b)) and each Cash-Out Option shall receive the Option Per Share Consideration (as defined in Section 2.01(b)); (iii) each share of Company Stock held in the treasury of the Company, each share of Company Stock owned by Parent or any direct or indirect wholly-owned subsidiary of Parent or the Company and each outstanding share of Company Series E Preferred Stock immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and (iv) each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and non- assessable share of common stock, par value $0.001 per share, of the Surviving Corporation. Each stock certificate evidencing shares of common stock of Merger Sub shall continue to evidence ownership of such shares of common stock of the Surviving Corporation. (b) As used in this Agreement, the following terms have the following meanings:

Merger Consideration. (i) Each share of the Class A Common Stock, par value $700.00 1.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stockand, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Sharescollectively, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I (other than (xi) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub Parent or any other direct or indirect wholly owned subsidiary Subsidiary (as defined in Section 5.1(a)) of Holdco Parent and (ii) any Shares owned by the Company or any direct or indirect wholly owned subsidiary Subsidiary of the CompanyCompany except, in the case of clauses (i) and in each case not (ii), for any such Shares held on behalf of third parties, parties (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) aboveeach, an “Excluded Share” and collectively, “Excluded Shares”)) (each such Share not constituting an Excluded Share, an “Outstanding Share” and, collectively, the “Outstanding Shares”) shall be converted into into, and become exchangeable for, 0.77942 (the right to receive an amount in cash equal to (1“Exchange Ratio”) $960,000,000 divided by (2) the total number of Shares issued and outstanding immediately prior to the Effective Time (including in such calculation, all Excluded Shares referred to in subsections (y) and (z) of the definition of Excluded Shares) common shares (the “Per Share Merger Consideration”), plus par value $1.00 per share, of Parent (“Parent Common Stock”). At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) shall thereafter represent only the right to receive after the Closing a portion Per Share Merger Consideration and the right, if any, to receive pursuant to Section 4.2(e) cash in lieu of the proceeds fractional shares into which such Shares have been converted pursuant to this Section 4.1(a) and any dividend or distribution with respect to shares of the sale of certain assets Parent Common Stock pursuant to Section 4.2(c). (ii) Each Substitute Preferred Share (as provided defined in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be 6.4(b)) issued and outstanding immediately prior to the Effective Time shall be converted into, and become exchangeable for, one Parent Preferred Share (as defined in Section 5.2(b)) having (A) a value substantially equivalent, in the judgment of Parent, to such Substitute Preferred Share as of the Effective Time, (B) such other terms as are necessary to ensure that such Parent Preferred Shares would not constitute “non-qualified preferred stock” under Section 351(g) of the Code and (C) such other terms, if any, as are reasonably necessary so that the terms of such Parent Preferred Shares do not prevent the delivery of the tax opinions set forth in Sections 7.2(f) and 7.3(c) (collectively, the “New Parent Preferred Shares”). At the Effective Time, all of the Substitute Preferred Shares shall cease to be outstanding, shall be cancelled and retired and shall cease to exist, and each certificate formerly representing such shares shall thereafter represent only the right to receive New Parent Preferred Shares in accordance with the foregoing.

Merger Consideration. (i) Each share of the Class A Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to At the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)1.10) (each share referred by virtue of this Agreement and without any further action on the part of any holder, all of the BOHI ▇▇▇res outstanding immediately before the Effective Time shall, subject to in (x)adjustment pursuant to Section 8.07, (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount aggregate $34,000,000 in cash equal (the “Aggregate Cash Consideration”) and an aggregate 3,616,060 IBG Shares. A. Any BOHI ▇▇▇res that are owned by BOHI (▇▇her than as a fiduciary) shall automatically be canceled and retired and all rights with respect thereto shall cease to (1) $960,000,000 divided by (2) the total number of Shares exist, and no consideration shall be delivered in exchange therefor. B. Each BOHI ▇▇▇re issued and outstanding immediately prior to before the Effective Time (including excluding BOHI ▇▇▇res canceled pursuant to Section 1.05(A)) shall be converted into, and shall be canceled in such calculationexchange for, all Excluded Shares referred the right to in subsections receive: (y1) and A cash amount equal to the quotient of (zi) $34,000,000, divided by (ii) the number of BOHI ▇▇▇res outstanding immediately before the definition of Excluded Shares) Effective Time (the “Per Share Merger Cash Consideration”), plus subject to adjustment pursuant to Section 8.07; (2) A fraction of an IBG Share, rounded to the right nearest hundred thousandth, equal to the quotient of (i) the quotient of (x) $136,000,000, divided by (y) the number of BOHI ▇▇▇res outstanding immediately before the Effective Time, divided by (ii) $37.61(the “Per Share Stock Consideration”); and (3) Notwithstanding anything in this Agreement to the contrary, IBG will not issue any certificates or scrip representing fractional IBG Shares otherwise issuable pursuant to the Merger. In lieu of the issuance of any such fractional shares, IBG shall pay to each former holder of BOHI ▇▇▇res otherwise entitled to receive after such fractional share an amount of cash determined by multiplying (i) the Average Closing a portion Price by (ii) the fraction of an IBG Share which such holder would otherwise be entitled to receive pursuant to this Section 1.05. “Average Closing Price” means the proceeds volume-weighted average of the sale of certain assets price per IBG Share on the NASDAQ Stock Market, Inc. Global Market System (“NASDAQ”) for the twenty consecutive trading days ending on and including the third trading day preceding the Closing Date, as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately prior to the Effective Timereported by Bloomberg.

Merger Consideration. (i) Each share 2.1.1 At the Effective Time, by virtue of the Class A Common StockMerger and without any action on the part of Parent, par value $700.00 per shareTrintech, Inc., Merger Sub, the Company or the holders of any of the Company following securities: (a “Class A Share” or collectively the “Class A Shares”a) and each share of the Class B Company’s Series C-1 Stock issued and outstanding, if any, as of the Effective Time (other than Dissenting Shares (as defined in Section 2.4)) shall, by virtue of the Merger and without any action on the part of the holders of Series C-1 Stock, be cancelled and terminated and converted into the right to receive an amount of cash equal to the Series C-1 Per Share Consideration (as defined in Section 2.1.2 below); (b) each share of the Company’s Series B-1 Stock issued and outstanding, if any, as of the Effective Time (other than Dissenting Shares (as defined in Section 2.4)) shall, by virtue of the Merger and without any action on the part of the holders of Series B-1 Stock, be cancelled and terminated and converted into the right to receive an amount cash equal to the Series B-1 Per Share Consideration (as defined in Section 2.1.2) below); (c) each share of the Company’s Common Stock, par value $700.00 per shareSeries A-1 Stock, and Series A-2 Stock issued and outstanding, if any, as of the Effective Time (other than Dissenting Shares (as defined in Section 2.4)) shall, by virtue of the Merger and without any action on the part of the holders of such Common Stock, Series A-1 Stock, and Series A-2 Stock, be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; (d) each share of Common Stock held in the treasury of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded immediately prior to the nearest 1/10,000 Effective Time shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and (e) each share of a Share, Common Stock of Merger Sub issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Common Stock of the right Surviving Corporation. The stock certificates evidencing shares of Common Stock of Merger Sub shall thereafter evidence ownership of the outstanding shares of Common Stock of the Surviving Corporation. (f) Attached hereto as Schedule 2.1.1(f) is a schedule reflecting the percentage of Aggregate Merger Consideration (the “Aggregate Merger Consideration Spreadsheet”) allocated to receive an amount each holder of the Company Stock (as of the date hereof in cash equal to (1the Company’s transfer books) $960,000,000 divided by (2) determined in accordance with the total number of Shares issued and outstanding immediately prior to terms hereof as if the Effective Time (including in such calculation, all Excluded Shares referred to in subsections (y) and (z) of were the definition of Excluded Shares) (the “Per Share Merger Consideration”), plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13date hereof. Two business days prior to the Closing, the The Company shall deliver to Parent Trintech, Inc. at Closing a certificate setting forth the number of Shares revised Schedule 2.1.1(f) that will be issued take into account allocation of the Cash Consideration, and outstanding immediately prior which may include payments to persons other than the Effective TimeSenior Preferred Shareholders. 2.1.2 As used in this Agreement, the following terms have the following meanings:

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities: (i) Each each share of Company Common Stock issued and outstanding as of the Class A Effective Time (other than Dissenting Shares (as defined in Section 2.06)) shall, by virtue of the Merger and without any action on the part of the holders of such Company Stock, be cancelled and terminated and converted into the right to receive (x) an amount of cash equal to the Per Share Closing Payment (as defined in Section 2.01(b) below), subject to the terms of Section 2.03(b) below, plus (y) an amount of cash equal to the Per Share Contingent Payment (as defined in Section 2.01(b) below) associated with each Contingent Payment (as defined in Section 2.02 below) when such payments, if any, are made pursuant to Sections 2.02 and 2.07 hereof; (ii) each share of Company Preferred Stock issued and outstanding as of the Effective Time (other than Dissenting Shares (as defined in Section 2.06)) shall, by virtue of the Merger and without any action on the part of the holders of such Company Preferred Stock, be cancelled and terminated and converted into the right to receive (x) an amount of cash equal to the Per Share Closing Payment, multiplied by the number of shares of Company Common StockStock into which such share of Company Preferred Stock is convertible immediately prior to the Effective Time, subject to the terms of Section 2.03(b) below, plus (y) an amount of cash equal to the Per Share Contingent Payment associated with each Contingent Payment when such payments, if any, are made pursuant to Sections 2.02 and 2.07 hereof, multiplied by the number of shares of Company Common Stock into which such share of Company Preferred Stock is convertible immediately prior to the Effective Time; (iii) each share of Company Stock held in the treasury of the Company and each share of Company Stock owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto; and (iv) each share of common stock, par value $700.00 .01 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, Merger Sub issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation. The stock certificate evidencing shares of common stock of Merger Sub shall then evidence ownership of the outstanding share of common stock of the Surviving Corporation. (v) All shares of Company Stock, when converted pursuant to this Section 2.01(a), shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Stock shall cease to have any rights with respect thereto, except the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number of Shares issued and outstanding immediately prior to the Effective Time (including in such calculation, all Excluded Shares referred to in subsections (y) and (z) portions of the definition of Excluded SharesAggregate Merger Consideration in accordance with this Article II. (b) (the “Per Share Merger Consideration”), plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided As used in Section 6.13. Two business days prior to the Closingthis Agreement, the Company shall deliver to Parent a certificate setting forth following terms have the number of Shares that will be issued and outstanding immediately prior to the Effective Time.following meanings:

Merger Consideration. (i) Each share At the Effective Time, by virtue of this Agreement and without any further action on the Class A Common part of any shareholder of BFST or RSBI: A. All shares of RSBI Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A other than Treasury Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued will be cancelled and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount the consideration described in cash equal to (1) $960,000,000 divided by (2) Section 2.05C–Section 2.05E. B. All of the total number of Shares issued and outstanding shares of common stock of BFST will remain issued and outstanding as the stock of the Surviving Corporation. C. All of the shares of RSBI Stock outstanding immediately prior to the Effective Time (including the “Outstanding RSBI Shares”) shall be converted into and represent the right to receive aggregate merger consideration (the “Aggregate Merger Consideration”) consisting of: (i) an aggregate of $10,627,737 in cash, less the aggregate amount of the Aggregate Cash Equivalent Stock Consideration to be paid to Option Holders as set forth in Section 2.08 (the “Aggregate Cash Consideration”), and (ii) an aggregate of 1,679,608 shares of BFST Common Stock (the “Aggregate Stock Consideration”), unless such calculationconsideration is otherwise adjusted as provided in Section 2.06 below. D. At the Effective Time, all Excluded Outstanding RSBI Shares referred shall no longer be outstanding and shall automatically be canceled and retired and shall cease to in subsections exist, and each certificate previously representing any such shares shall thereafter represent only the right to receive the allocable portion of the Aggregate Merger Consideration. Each such Outstanding RSBI Share shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and represent the right to receive: (yi) an amount of cash (the “Per Share Cash Consideration”) equal to the quotient obtained by dividing (a) the Aggregate Cash Consideration by (b) the number of outstanding shares of RSBI Stock on a fully diluted basis; and (zii) a number shares of BFST Common Stock (the definition “Per Share Stock Consideration”) equal to the quotient obtained by dividing (a) the Aggregate Stock Consideration by (b) the number of Excluded Shares) Outstanding RSBI Shares (together with the Per Share Cash Consideration, the “Per Share Merger Consideration”), plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets unless such Per Share Cash Consideration and/or Per Share Stock Consideration is otherwise adjusted as provided in Section 6.13. Two business days prior 2.06. E. Notwithstanding anything in this Agreement to the Closingcontrary, BFST will not issue any fractional shares of BFST Common Stock otherwise issuable pursuant to the Company Merger. In lieu of the issuance of any such fractional shares, BFST shall deliver pay to Parent each former holder of RSBI Stock otherwise entitled to receive such fractional share an amount of cash determined by multiplying (i) the Average Quoted Price (as defined in Section 9.01F) by (ii) the fraction of a certificate setting forth share of BFST Common Stock which such holder would otherwise be entitled to receive pursuant to this Section 2.05. F. Notwithstanding anything in this Agreement to the number contrary, any holder of Shares that RSBI Stock who properly perfects such holder’s appraisal rights in connection with the Merger by following the exact procedure required by the LBCA will be issued entitled to receive payment of the fair value, as contemplated in the LBCA, paid in cash for such holder’s shares of RSBI Stock in accordance with and outstanding immediately prior to the Effective Timeextent required under the applicable provisions of the LBCA in lieu the allocable portion of the Aggregate Merger Consideration described in Section 2.05C–Section 2.05E; provided, however, that if such holder fails in any respect to strictly comply with the procedural requirements to perfect the holder’s appraisal rights under the applicable provisions of the LBCA, such holder will be entitled only to receive his or her allocable portion of the Aggregate Merger Consideration described in Section 2.05C–Section 2.05E. RSBI will give prompt written notice to BFST of any communications received from any shareholder of RSBI related to the exercise of, or indicating an intent to exercise appraisal rights. G. Treasury Shares, if any, will be canceled and extinguished without any conversion thereof or consideration therefor.

Merger Consideration. (i) Each share of the Class A Common Stockcommon stock, par value $700.00 per share0.0001, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the each a “SharesShare”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number of Shares issued and outstanding immediately prior to the Effective Time (including in other than (i) Shares owned directly or indirectly by the Significant Company Stockholder, Parent or Merger Sub or any of their respective Subsidiaries (each such calculation, all Excluded Shares Share referred to in subsections clause (yi), a “Significant Company Stockholder Share” and, collectively, the “Significant Company Stockholder Shares”), (ii) Rollover Shares and (iii) Shares owned by the Company as treasury stock (each such Share referred to in clause (iii), an “Excluded Share” and, collectively, the “Excluded Shares”) and (ziv) Shares that are owned by stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for appraisal rights in accordance with Section 262 of the definition of Excluded Shares) DGCL, shall be converted into the right to receive $10.00 per Share in cash, without interest thereon (the “Per Share Merger Consideration”). At the Effective Time, plus all of the Shares (other than the Significant Company Stockholder Shares, Rollover Shares, Excluded Shares and Shares owned by Dissenting Stockholders) shall cease to be outstanding, shall be cancelled and shall cease to exist, and (A) each certificate (a “Certificate”) formerly representing any of the Shares (other than the Significant Company Stockholder Shares, Rollover Shares, Excluded Shares and Shares owned by Dissenting Stockholders) and (B) each book-entry account formerly representing any uncertificated Shares (“Uncertificated Shares”) (other than the Significant Company Stockholder Shares, Rollover Shares, Excluded Shares and Shares owned by Dissenting Stockholders) shall thereafter represent only the right to receive after the Closing a portion of Merger Consideration, and the proceeds of holders thereof shall cease to have any rights with respect to such Shares other than the sale of certain assets as provided right to receive the Merger Consideration upon surrender thereof in accordance with Section 3.2, and each Certificate and Uncertificated Share formerly representing Shares owned by Dissenting Stockholders shall thereafter represent only the right to receive the payment to which reference is made in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately prior to the Effective Time3.3.

Merger Consideration. (a) By virtue of the Merger, automatically and without any action on the part of the Stockholders (as defined below), (i) Each share of the Class A Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Company Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares Stock (as defined in Section 4.1(a)(ii)below) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number of Shares issued and outstanding immediately prior to the Effective Time (including in such calculation, all Excluded Shares referred other than shares as to in subsections (y) and (z) which dissenters' rights are perfected under Section 262 of the definition DGCL and any shares of Excluded SharesCompany Common Stock that are owned by the Company or any direct or indirect wholly-owned subsidiary of the Company) (shall become and be converted into the “right to receive, in immediately available funds, the Per Share Merger Consideration”Consideration (as defined below), plus the right to receive after the Closing a portion (ii) each share of the proceeds common stock of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be Acquisition Sub issued and outstanding immediately prior to the Effective TimeTime shall become and be converted into one share of common stock of the Surviving Company and (iii) each share of Company Common Stock owned by the Company or any direct or indirect wholly-owned subsidiary of the Company shall be retired and canceled and no cash or other consideration shall be issued with respect thereto. For purposes of Section 2.2, "Per Share Merger Consideration" shall equal the sum of Seven Dollars and Twenty-Five Cents ($7.25) subject to increase pursuant to the last sentence of Section 7.1(g). (b) Buyer will deposit the sum of $5,000,000 (together with the additional sums that Buyer deposits pursuant to Section 7.1(g) and interest accrued or other earnings thereon, the "Escrowed Funds") with an escrow agent reasonably acceptable to Buyer and the Company (the "Escrow Agent") into an escrow account (the "Escrow Account") on or before three (3) business days after the date of this Agreement pursuant to the terms of the Escrow Agreement attached hereto as Exhibit 2.2(b) subject to such changes as the Escrow Agent may reasonably request (the "Escrow Agreement"). The amount of the Escrowed Funds shall be delivered to the Paying Agent three (3) business days before the Effective Time unless previously paid to the Company pursuant to Section 7.1(g) of this Agreement.

Merger Consideration. (i) Each share of Subject to the Class A Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes provisions of this Agreement, fractional Shares rounded to at the nearest 1/10,000 Effective Time, automatically by virtue of a Sharethe Merger and without any action on the part of any Person, each share of GNBC Common Stock issued and outstanding immediately prior to the Effective Time shall be converted at the election of the holder thereof (in accordance with the election and listed opposite allocation procedures set forth in this Section 2.2) into either (i) shares of CBSI Common Stock based upon the Exchange Ratio; (ii) cash, at the rate of $42.50 for each share of GNBC Common Stock; or (iii) a shareholder’s name combination of such shares of CBSI Common Stock and cash, as more fully set forth in Column C Section 2.2(a)(iii). The shares of Schedule I other than CBSI Common Stock issuable and cash payable in connection with the Merger are sometimes collectively referred to herein as the "Merger Consideration." (a) Election as to Outstanding GNBC Common Stock. The shareholders of GNBC shall be given the following options in connection with the exchange of their GNBC Common Stock pursuant to the Merger: (i) At the option of each holder of GNBC Common Stock, all of such holder's GNBC Common Stock shall be converted into the right to receive such number of shares of CBSI Common Stock equal to (x) Shares owned the number of shares of GNBC Common Stock held by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, such holder times (y) Shares that are owned the Exchange Ratio (such election, the "All Stock Election"), provided that: (A) Fractional shares will not be issued and cash (payable by shareholders check) will be paid in lieu thereof as provided in Section 2.2(j); and (“Dissenting Shareholders”B) who have asserted their appraisal rights After giving effect to Section 2.2(a)(i), (ii), and (iii), in no event shall, in the aggregate, more than seventy percent (70%) of GNBC Common Stock issued and outstanding immediately prior to the Effective Time pursuant be converted into the right to receive shares of CBSI Common Stock; or (ii) At the option of each holder of GNBC Common Stock, all of such holder's GNBC Common Stock shall be converted into the right to receive cash (payable by check) in an amount equal to (x) the number of shares of GNBC Common Stock held by such holder times (y) $42.50 (such election, the "All Cash Election"), provided that: (A) After giving effect to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x2.2(a)(i), (y) ii), and (ziii), in no event shall, in the aggregate, more than forty-five percent (45%) aboveof GNBC Common Stock issued and outstanding immediately prior to the Effective Time be converted into and become cash; or (iii) At the option of each holder of GNBC Common Stock, an “Excluded Share” and collectively, “Excluded Shares”seventy percent (70%) of such holder's aggregate number of shares of GNBC Common Stock (the "Stock Portion") shall be converted into the right to receive an amount in cash such number of shares of CBSI Common Stock equal to (1x) the number of shares of GNBC Common Stock in the Stock Portion times (y) the Exchange Ratio, and thirty percent (30%) of such holder's aggregate number of shares of GNBC Common Stock (the "Cash Portion") shall be converted into the right to receive cash (payable by check) in an amount equal to (w) the number of shares of GNBC Common Stock in the Cash Portion times (z) $960,000,000 divided 42.50 (such election, the "Mixed Election"), provided that: (A) Fractional shares will not be issued and cash (payable by check) will be paid in lieu thereof as provided in Section 2.2(j); and (2B) After giving effect to Section 2.2(a)(i), (ii) and (iii), in no event shall, in the total number aggregate, more than seventy percent (70%) of Shares GNBC Common Stock issued and outstanding immediately prior to the Effective Time (including in such calculation, all Excluded Shares referred to in subsections (y) and (z) of the definition of Excluded Shares) (the “Per Share Merger Consideration”), plus be converted into the right to receive after shares of CBSI Common Stock; (C) After giving effect to Section 2.2(a)(i), (ii), and (iii), in no event shall, in the Closing a portion aggregate, more than forty-five percent (45%) of the proceeds of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be GNBC Common Stock issued and outstanding immediately prior to the Effective TimeTime be converted into the right to receive cash; or (iv) If no election is validly made by a holder by the Election Deadline pursuant to Section 2.2(d), all of such holder's shares of GNBC Common Stock shall be converted into the right to receive CBSI Common Stock and cash as set forth in Section 2.2(a)(iii); provided, however, that no fractional shares shall be issued and cash will be paid in lieu thereof as provided in Section 2.2(j). Notice of such allocation shall be provided promptly to each holder whose shares of GNBC Common Stock are allocated pursuant to this Section 2.2(a)(iv).

Merger Consideration. (i) Each share of At the Class A Common StockEffective Time, par value $700.00 per share, of subject to the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes other provisions of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number of Shares Company Common Stock issued and outstanding immediately prior to the Effective Time (including in such calculation, all Excluded Shares referred to in subsections (y) and (z) of the definition of excluding Company Excluded Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, the Parent, the Merger Sub or the Company, be converted into the right to receive the number of fully paid and nonassessable shares of common stock, par value $0.001 per share, of the Parent (“Parent Common Stock”) equal to the Exchange Ratio (collectively, the “Per Share Merger Consideration”), plus . The “Exchange Ratio” shall equal the right to receive after quotient of (x) the Closing a portion quotient of (A) the proceeds of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth Aggregate Cash-Value Merger Consideration divided by (B) the number of Shares that will be shares of Company Common Stock issued and outstanding immediately prior to the Effective TimeTime plus those shares that may become issuable as Parent Common Stock at or after the Effective Time pursuant to Section 2.1(e)(i), (iii), (iv), (v) or (vi) hereof, provided that such issuable shares shall, solely for this purpose, exclude any such shares that are subject to Company Stock Options or Company SARs as of the Effective Time and the exercise price or base price, respectively, therefor is, with respect to Company Common Stock, greater than the greater of (i) $6.05 and (ii) the closing stock price of Company Common Stock on NASDAQ on the last Trading Day immediately prior to the Closing Date, in each case on a per share basis, and with respect to Company SARs shall include solely the net number of shares of Company Common Stock that shall be issuable as calculated using the closing price of the Company Common Stock on the day prior to the Closing Date divided by (y) $9.5464, and rounding the Exchange Ratio to the nearest ten-thousandth. For purposes of this Agreement, the “Aggregate Cash-Value Merger Consideration” shall equal $28,000,000, but shall be subject to upward adjustment as expressly contemplated by the last paragraph of Section 5.1 and after written notice to the Parent at least three Trading Days prior to the Closing Date of such adjustment, which notice shall include reasonable detail of the proceeds of, and all transaction costs, fees and expenses and gross Tax liabilities attributable to, the IP Sale.

Merger Consideration. (i) Each share At the Effective Time, by virtue of the Class A Merger and without any action on the part of the holders thereof, (a) all outstanding shares of Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution whether Record Shares (as defined in Section 4.1(a)(ii)hereinafter defined) or Street Shares (each share referred to in (xas hereinafter defined), held by a Holder (yas hereinafter defined) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number holding fewer than 1,500 shares of Shares issued and outstanding Common Stock immediately prior to the Effective Time (including in such calculation, all Excluded Shares shareholders are referred to in subsections (yherein as “Cash-Out Shareholders”) and (z) shall, without any action on the part of the definition holder thereof, be canceled and converted into the right to receive, upon the surrender of Excluded Shares) the certificate representing such shares, cash equal to $16.29 per share of Common Stock without interest thereon, (the “Per Share Merger Consideration”), plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets ) other than Objecting Shares (as provided defined in Section 6.13. Two business days 1.8); provided, however, that Easton may presume that all Street Shares are held by Holders holding fewer than 1,500 shares of Common Stock immediately prior to the Closing, the Company shall deliver Effective Time unless Easton or a beneficial owner of Street Shares is able to Parent demonstrate to Easton’s satisfaction that such shares are held beneficially by a certificate setting forth the number Holder holding 1,500 or more shares of Shares that will be issued and outstanding Common Stock immediately prior to the Effective Time., in which event such shares of Common Stock shall remain outstanding with all rights, privileges, and powers existing immediately before the Effective Time; (b) Each share of Common Stock held in the treasury of Easton and each share of Common Stock owned by any direct or indirect wholly-owned subsidiary of Easton immediately prior to the Effective Time shall be cancelled without any conversion and no payment or distribution shall be made with respect thereto; (c) All outstanding shares of Common Stock other than those described in paragraphs (a) and (b) as being converted into the right to receive the Merger Consideration shall remain outstanding with all rights, privileges, and powers existing immediately prior to the Effective Time; and (d) The outstanding shares of Newco Stock shall, without any action on the part of the holder thereof, be canceled. Except as provided in Section 1.8, in no event shall any Holder holding, of record or beneficially, immediately prior to the Effective Time 1,500 or more shares of Common Stock (including any combination of Record Shares and Street Shares) in the aggregate be entitled to receive any Merger Consideration with respect to the shares of Common Stock so held. It shall be a condition precedent to the right of any Holder to receive the Merger Consideration, if any, payable with respect to the shares of Common Stock held by such Holder that such Holder certify to Easton in the letter of transmittal delivered by Easton as described in Section 1.8 that such Holder held, of record and beneficially, immediately prior to the Effective Time fewer than 1,500 shares of Common Stock (including any combination of Record Shares and Street Shares) in the aggregate. For purposes hereof,

Merger Consideration. As of the Effective Time, by virtue of the Merger and without any action on the part of Acquisition, FSI, or NELX: (ia) Each share of the Class A FSI Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C will be converted, without any action on the part of Schedule I other than the holders thereof (x) Shares owned by Holdco (other than Contribution Sharesthe "Shareholders"), Parentinto its proportionate share of 50,000,000 shares of the common stock, par value $.0001 per share, of NELX ("NELX Common Stock"); provided that the proportion of FSI Common Stock held by each Shareholder shall be determined for such purpose by including in total outstanding shares of FSI the number of shares of FSI Common Stock into which the convertible notes of FSI in the aggregate principal amount of $802,500 are convertible and, to the extent such notes are not converted prior to the Effective Time, the shares of NELX Common Stock to be issued in the Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned shall be reduced by the Company or any direct or indirect wholly owned subsidiary number of NELX Common Shares that would have been issued to the non-converting noteholders had they exercised their conversion privilege. No fractional shares of NELX Common Stock shall be delivered as the result of the CompanyMerger (and the number of shares of NELX Common Stock to be delivered to any Shareholder shall be rounded down to the nearest whole number); and the Shareholders shall not be entitled to cash in lieu of fractional shares. And, and in each case not held on behalf notwithstanding any provision of third partiesthis Agreement to the contrary, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to no more than an aggregate of 50,000,000 shares of NELX Common Stock shall be issued or issuable at the Effective Time pursuant to the Merger. Immediately following the Effective Time, the Shareholders shall deliver to NELX the certificates representing the FSI Common Stock, and NELX shall cause NELX's transfer agent to deliver to the Shareholders certificates representing the NELX Common Stock in accordance with Exhibit A hereto. The NELX Common Stock issued pursuant to this Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”3.1(a) shall be converted into duly authorized, fully paid and non-assessable. All shares of NELX Common Stock issued in accordance with Section 3.1 shall be deemed to be in full satisfaction of all rights pertaining to shares of FSI Common Stock held by the Shareholders. The Shareholders shall have no right to transfer or assign the right to receive an amount in cash equal the NELX Common Stock prior to the issuance thereof. (1b) $960,000,000 divided by (2) the total number Each share of Shares Acquisition Common Stock issued and outstanding immediately prior to the Effective Time (including in such calculationwill be converted, all Excluded Shares referred to in subsections (y) and (z) without any action on the part of the definition of Excluded Sharesholder thereof, into ten (10) (the “Per Share Merger Consideration”)duly and validly issued, plus the right to receive after the Closing a portion fully paid and non-assessable shares of the proceeds common stock, par value $.01 per share, of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately prior to the Effective TimeSurviving Corporation.

Merger Consideration. (a) As of the Effective Time, by virtue of the Merger and without any action on the part of any shareholder of CCG or Merger Subsidiary: (i) Each share of the Class A Common Stockcommon stock of CCG ("CCG COMMON STOCK") that is owned by CCG as treasury stock shall be canceled and shall cease to exist, par value $700.00 per share, and no stock of the Company Mondas or other consideration shall be delivered in exchange therefore; (a “Class A Share” or collectively the “Class A Shares”ii) and each Each share of the Class B CCG Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, Stock issued and outstanding immediately prior to at the Effective Time and listed opposite a shareholder’s name (except for shares held in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”CCG's treasury) shall be canceled, extinguished and automatically converted into the right to receive an amount in cash shares of Common Stock of Mondas ("MONDAS COMMON STOCK") equal to (1i) $960,000,000 divided the number of shares 3 <PAGE> of CCG Common Stock held by such shareholder, multiplied by (2ii) the Exchange Ratio. The "EXCHANGE RATIO" shall equal the total number of Shares shares of Mondas Common Stock issued and in the Merger as set forth in SCHEDULE 1 ("SHARE CONSIDERATION"), divided by the total number of shares of CCG Common Stock outstanding immediately prior to the Effective Time (including in such calculation, all Excluded Shares referred to in subsections (y) and (z) Merger as set forth on SCHEDULE 1. As a result of the definition of Excluded Shares) (the “Per Share Merger Consideration”)Merger, plus the right to receive after immediately following the Closing a portion Date the former shareholders of CCG shall hold 17,777,778 shares of Mondas Common Stock, or 94.12% of the proceeds outstanding common stock of the sale of certain assets as provided in Section 6.13. Two business days prior to Surviving Corporation immediately following the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately prior to . (b) At the Effective Time: (i) CCG shall pay the sum of Three Hundred Thirty Five Thousand Dollars ($335,000) to Bengfort (the "CASH CONSIDERATION"); (ii) In connecti▇▇ ▇▇▇▇ the Merger, Bengfort agrees to cause 1,388,889 shares of common stock of Mondas h▇▇▇ ▇▇ ▇im ("SHARES FOR CANCELLATION") to be cancelled; and (iii) Mondas shall issue the Share Consideration to the former shareholders of CCG.

Merger Consideration. (i) Each share of At the Class A Common StockEffective Time, par value $700.00 per share, of subject to the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes other provisions of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number of Shares Company Common Stock issued and outstanding immediately prior to the Effective Time (including in such calculation, all Excluded Shares referred to in subsections (y) and (z) of the definition of excluding Company Excluded Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, the Parent, the Merger Sub or the Company, be converted into the right to receive the number of fully paid and nonassessable shares of common stock, par value $0.001 per share, of the Parent (“Parent Common Stock”) equal to the Exchange Ratio (collectively, the “Per Share Merger Consideration”), plus . The “Exchange Ratio” shall equal the right to receive after quotient of (x) the Closing a portion quotient of (A) the proceeds of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth Aggregate Cash-Value Merger Consideration divided by (B) the number of Shares that will be shares of Company Common Stock issued and outstanding immediately prior to the Effective TimeTime plus those shares that may become issuable as Parent Common Stock at or after the Effective Time pursuant to Section 2.1(e)(i), (iii), (iv), (v) or (vi) hereof, provided that such issuable shares shall, solely for this purpose, exclude any such shares that are subject to Company Stock Options or Company SARs as of the Effective Time and the exercise price or base price, respectively, therefor is, with respect to Company Common Stock, greater than the greater of (i) $6.05 and (ii) the closing stock price of Company Common Stock on NASDAQ on the last Trading Day immediately prior to the Closing Date, in each case on a per share basis, and with respect to Company SARs shall include solely the net number of shares of Company Common Stock that shall be issuable as calculated using the closing price of the Company Common Stock on the day prior to the Closing Date divided by (y) $9.5464, and rounding the Exchange Ratio to the nearest ten-thousandth. For purposes of this Agreement, the “Aggregate Cash-Value Merger Consideration” shall equal $28,000,000, but shall be subject to upward adjustment as expressly contemplated by the last paragraph of Section 5.1 and after written notice to the Parent at least three Trading Days prior to the Closing Date of such adjustment, which notice shall include reasonable detail of the proceeds of, and all transaction costs, fees and expenses and gross Tax liabilities attributable to, the IP Sale. For purposes of this Agreement, “Trading Day” means any day on which Parent Common Stock is traded on the principal securities market on which it is then listed or quoted.

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of CBI, STXB or the holders of any of the following securities: (ia) Each share of the Class A common stock, no par value, of STXB (“STXB Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time shall remain issued and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco outstanding and Shares owned shall not be affected by the Company or any direct or indirect wholly owned subsidiary Merger. (b) Each share of the Companycommon stock, and in each case not held on behalf par value $10.00 per share, of third parties, (y) Shares that are owned by shareholders CBI (“Dissenting ShareholdersCBI Stock”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number of Shares issued and outstanding immediately prior to the Effective Time (including other than any Cancelled Shares (as such term is defined herein)) shall be converted into the right to receive the following consideration (the “Merger Consideration”): (i) an amount of cash without interest equal to the quotient of (A) $19,164,000, subject to adjustment as provided in such calculationSection 2.2 (as adjusted, all Excluded Shares referred to in subsections the “Aggregate Cash Consideration”), divided by (yB) and (z) the aggregate of the definition number of Excluded Shares) shares of CBI Stock issued and outstanding immediately prior to the Effective Time (such amount, the “Per Share Merger Cash Consideration”); and (ii) a number (such number, plus the right to receive after “Exchange Ratio”), as adjusted in accordance with the Closing a portion terms of the proceeds this Agreement, of the sale validly issued, fully paid and nonassessable shares of certain assets as provided in Section 6.13. Two business days prior STXB Common Stock equal to the Closing, quotient of (A) the Company shall deliver to Parent a certificate setting forth Aggregate Stock Consideration divided by (B) the aggregate of the number of Shares that will be shares of CBI Stock issued and outstanding immediately prior to the Effective Time, rounded to the nearest ten thousandth. “Aggregate Stock Consideration” means 2,100,000 shares of STXB Common Stock (as adjusted in accordance with Section 2.2(b) or Section 9.1(e), if applicable), subject to appropriate adjustment (without duplication based on the same adjustment being provided elsewhere in this Agreement) for any stock split, reverse stock split, recapitalization, reclassification or similar transaction with respect to the then outstanding shares of STXB Common Stock declared or effected after the date of this Agreement and prior to the Closing Date (as defined herein).

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any of the following securities, pursuant to this Agreement and the DGCL: (i) Each share of the Class A Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Company Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number of Shares Stock issued and outstanding immediately prior to the Effective Time (including other than shares to be cancelled in such calculation, all Excluded Shares referred to in subsections (yaccordance with SECTION 2.01(a)(iii) and any Dissenting Shares (zas defined in SECTION 2.05(a)) of the definition of Excluded Shares) (the “Per Share Merger Consideration”), plus shall be converted into the right to receive after the Closing Common Stock Merger Consideration (as defined in SECTION 10.02(a)) payable, without interest, except as provided by SECTION 2.03(g) and SECTION 9.02(c), to the holder of such share of Company Common Stock each a portion "COMMON HOLDER" and collectively the "COMMON HOLDERS"), upon surrender, in the manner provided in SECTION 2.02, of the proceeds certificate that formerly evidenced such share. As of the sale Effective Time, all such shares of certain assets as provided in Section 6.13. Two business days prior Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to the Closingexist, the Company shall deliver to Parent and each holder of a certificate setting forth representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the number right to receive the Common Stock Merger Consideration; (ii) each share of Shares that will be Series H Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall be converted into the right to receive the Series H Merger Consideration (as defined in SECTION 10.02(a)), payable, without interest, to the holder of such share of Series H Preferred Stock, upon surrender, in the manner provided in SECTION 2.02, of the certificate that formerly evidenced such share. As of the Effective Time, all such shares of Series H Preferred Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Series H Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Series H Merger Consideration; (iii) each share of Company Stock held in the treasury of the Company and each share of Company Stock owned by Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled and extinguished without any conversion or exchange thereof and no payment or distribution shall be made with respect thereto; and (iv) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $.00004 per share, of the Surviving Corporation. (b) The Company shall cause Alpharma to issue the Call Option Rejection Notice, such Call Option Rejection Notice to be effective immediately after the Effective Time, thereby entitling the Depositary Holders to receive the Common Stock Merger Consideration upon surrender of the Depositary Receipts attributable to the Depositary Shares. After the Effective Time, Parent will take such action with the Depositary as is reasonably necessary to cause the Common Stock Merger Consideration deposited with the Depositary as the sole holder of record of the Company Common Stock to be paid to the holders of the Depositary Receipts.

Merger Consideration. (ia) Each share As of the Class A Common Closing, each Shareholder shall cease to have any rights with respect to its shares of Company Stock, par value $700.00 per shareand for all purposes, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) Stock shall be converted into the right to receive an amount in cash equal the consideration provided for pursuant to (1) $960,000,000 divided by (2) the total number of Shares issued and outstanding immediately prior to the Effective Time (including in such calculation, all Excluded Shares referred to in subsections (ySections 1.7(b) and (z1.7(c) of the definition of Excluded Shares) below (the “Per Share "Merger Consideration”"), plus . (b) Each share of Class A Common Stock shall be converted into the right to receive a pro rata share (as among the other shares of Class A Common Stock) of the Minority Cash Amount; provided, however, that each holder of Class -------- ------- A Common Stock may elect, upon written notice to Radio One given not less than thirty (30) days after the Closing a portion date hereof, to forego all of the proceeds cash consideration due such holder hereunder and for its shares of Class A Common Stock to instead be converted into the right to receive, upon the due execution and delivery of a Subscription Agreement, the number of shares of Radio One's common stock determined by dividing the cash consideration that would have been paid hereunder to such holder by the Closing Price. (c) Each share of Class B Common Stock shall be converted into the right to receive a pro rata share (as among the other shares of Class B Common Stock) of (i) the Cash Amount minus the aggregate amount cash to be paid to the ----- holders of Class A Common Stock pursuant to Section 1.7(b), (ii) upon the due execution and delivery of a Subscription Agreement, the Stock Consideration minus the number of shares of Radio One common stock issued to the holders of ----- the Class A Common Stock pursuant to Section 1.7(b) minus the Escrowed Shares, ----- (iii) the rights to the Escrowed Shares under Section 1.8, and (iv) plus or minus the amount of any adjustment to the Merger Consideration to be paid or received pursuant to Section 1.10. (d) Radio One shall issue the Stock Consideration and pay the Cash Amount on the Closing Date upon presentation and surrender to Radio One of the sale certificates representing all of certain assets as provided the issued and outstanding Company Stock duly endorsed in Section 6.13blank or with separate executed stock powers attached. Two Payment of the Cash Amount shall be in immediately available funds pursuant to written instructions of the Majority Shareholder to be delivered to Radio One no later than three (3) business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately prior to the Effective Time.

Merger Consideration. (a) In connection with the Horizon/Subsidiary Merger, each issued and outstanding Horizon Common Shares and each outstanding Horizon Stock Option shall be treated as set forth in Section 1.2. (b) As of the Prime/Horizon Merger Effective Time, each Horizon Common Share and Sky Merger Common Share that is owned by Horizon or any Horizon Subsidiary (as defined below) shall in each case automatically be canceled and retired and all rights with respect thereto shall cease to exist, and no Prime/Horizon Merger Consideration (as defined below) shall be delivered in exchange therefor. As of the Partnership Merger Effective Time, the Newco OP Units (as defined below) that are owned by Horizon shall convert into the right to receive that number of Prime Common Units and Prime Series B Preferred Units equal to the number of Surviving Company Common Shares and Surviving Company Series B Preferred Shares, respectively, into which the Horizon Common Shares are converted pursuant to the Prime/Horizon Merger Consideration. (c) Subject to Section 1.14(g), each issued and outstanding common unit of Newco LP (each a "Newco OP Unit") (other than units held by Horizon or any Horizon Subsidiary) shall be converted by the Partnership Merger into the right to receive, at the election of each holder of Newco OP Units, either (i) Each 0.20 of a convertible Series B preferred unit of Prime Partnership (each a "Prime Series B Preferred Unit") and 0.597 of a common unit of Prime Partnership (each a "Prime Common Unit") or (ii) $7.125 in cash and 0.4595 of a Prime Common Unit (the "Partnership Merger Consideration"). As of the Partnership Merger Effective Time, all such Newco OP Units shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of record of Newco OP Units shall cease to have any rights thereto, except the right to receive the Partnership Merger Consideration, any dividend or other distribution to which such holder is entitled pursuant to Section 1.14(d) and any cash in lieu of fractional units to be issued or paid in consideration therefor upon surrender of such Newco OP Units in accordance with Section 1.14(g), without interest. (d) Subject to Section 1.14(g), each issued and outstanding Sky Merger Common Share (other than shares held by Horizon or any Horizon Subsidiary) shall be converted by the Prime/Horizon Merger into the right to receive 0.20 of a share of the Class A Common 8.5% Series B Cumulative Participating Convertible Preferred Stock, $.0.01 par value $700.00 per share, of the Surviving Company (a “Class A the "Surviving Company Series B Preferred Share” or collectively the “Class A Shares”") and each 0.597 of a share of the Class B Common Stockcommon stock, $0.01 par value $700.00 per share, of the Surviving Company (a “Class B the "Surviving Company Common Share” or collectively ") (the “Class B Shares” "Prime/Horizon Merger Consideration"). As of the Prime/Horizon Merger Effective Time, all such Sky Merger Common Shares shall no longer be outstanding and together with the Class A Sharesshall automatically be canceled and retired and shall cease to exist, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 and each holder of a Sharecertificate representing any such Sky Merger Common Shares shall cease to have any rights thereto, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into except the right to receive an amount in cash equal the Prime/Horizon Merger Consideration, any dividend or other distribution to (1) $960,000,000 divided by (2) the total number of Shares issued and outstanding immediately prior which such holder is entitled pursuant to the Effective Time (including in such calculation, all Excluded Shares referred to in subsections (ySection 1.14(d) and (z) any cash in lieu of the definition fractional shares to be issued or paid in consideration therefor upon surrender of Excluded Shares) (the “Per Share Merger Consideration”such certificate in accordance with Section 1.14(g), plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Two business days prior to the Closing, the Company shall deliver to Parent a certificate setting forth the number of Shares that will be issued and outstanding immediately prior to the Effective Timewithout interest.

Merger Consideration. (a) As of the Effective Time, by virtue of the AA Merger and without any action on the part of any shareholder of Amerasia or AA Sub: (i) Each share of the Class A Common Stockcommon stock, par value $700.00 .001 per share, of AA Sub that is issued and outstanding immediately prior to the Effective Time shall be automatically converted without any further action into one fully paid and non-assessable share of common stock, no par value per share, of the Company AA Surviving Corporation, and shall constitute the only issued and outstanding capital stock of the AA Surviving Corporation following the Merger. (a “Class A Share” or collectively the “Class A Shares”ii) and each Each share of the Class B common stock of Amerasia, no par value ("Amerasia Common Stock"), that is owned by Amerasia as treasury stock and any shares of Amerasia Common Stock that are owned by Bluestone shall be canceled and shall cease to exist, and no stock of Bluestone or other consideration shall be delivered in exchange therefor. (iii) Subject to the provisions of this Section 3.1(a), the shares of Amerasia Common Stock, par value $700.00 per share, of other than the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded shares canceled pursuant to the nearest 1/10,000 of a ShareSection 3.1(a)(ii), issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned shall, by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary virtue of the Company, AA Merger and in each case not held without any action on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 part of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x)holders thereof, (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive validly issued, fully paid and non-assessable shares of Common Stock of Bluestone, par value $.001 per share ("Bluestone Common Stock"), at an amount in cash equal to exchange ratio (1the "AA Exchange Ratio") $960,000,000 divided by of 4.6223537 share of Bluestone Common Stock for each share of Amerasia Common Stock (2the "AA Merger Consideration"). (b) Except as set forth on Schedule 3.1(b), if, at any time during the total period between the date of this Agreement and the Effective Time, Amerasia changes the number of Shares shares of Amerasia Common Stock issued and outstanding or Bluestone changes the number of shares of Bluestone Common Stock issued and outstanding, in each case as a result of a stock split, reverse stock split, stock dividend, recapitalization, redenomination of share capital or other similar transaction with an Effective Time or record date, as applicable, prior to the Effective Time, the AA Exchange Ratio and any other items dependent thereon shall be appropriately adjusted. (c) As of the Effective Time, by virtue of the LGST Merger and without any action on the part of any shareholder of L&G or LGST Sub: (i) Each share of common stock, par value $.001 per share, of LGST Sub that is issued and outstanding immediately prior to the Effective Time (including in such calculationshall be automatically converted without any further action into one fully paid and non-assessable share of common stock, all Excluded Shares referred to in subsections (y) and (z) no par value per share, of the definition LG Surviving Corporation, and shall constitute the only issued and outstanding capital stock of Excluded Sharesthe LG Surviving Corporation following the Merger. (ii) Each share of the common stock of L&G, no par value (the “Per Share Merger Consideration”"L&G Common Stock"), plus the right that is owned by L&G as treasury stock and any shares of L&G Common Stock that are owned by Bluestone shall be canceled and shall cease to receive after the Closing a portion exist, and no stock of the proceeds of the sale of certain assets as provided Bluestone or other consideration shall be delivered in Section 6.13. Two business days prior exchange therefor. (iii) Subject to the Closingprovisions of this Section 3.1(c), the Company shall deliver shares of L&G Common Stock, other than the shares canceled pursuant to Parent a certificate setting forth the number of Shares that will be Section 3.1(c)(ii), issued and outstanding immediately prior to the Effective Time shall, by virtue of the L&G Merger and without any action on the part of the holders thereof, be converted into the right to receive validly issued, fully paid and non-assessable shares of Common Stock of Bluestone, par value $.001 per share ("Bluestone Common Stock"), at an exchange ratio (the "L&G Exchange Ratio") of NINETY (90) shares of Bluestone Common Stock for each share of L&G Common Stock (the "L&G Merger Consideration" and, together with the AA Merger Consideration, the "Merger Consideration"). Except as set forth on Schedule 3.1(d), if, at any time during the period between the date of this Agreement and the Effective Time, L&G changes the number of shares of L&G Common Stock issued and outstanding or Bluestone changes the number of shares of Bluestone Common Stock issued and outstanding, in each case as a result of a stock split, reverse stock split, stock dividend, recapitalization, redenomination of share capital or other similar transaction with an Effective Time or record date, as applicable, prior to the Effective Time, the L&G Exchange Ratio and any other items dependent thereon shall be appropriately adjusted.

Merger Consideration. (i) Each share of the Class A Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded Subject to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution SharesSection 4.2(d), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution Shares (as defined in Section 4.1(a)(ii)) (each share referred to in (x), (y) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number of Shares Common Share issued and outstanding immediately prior to the Effective Time (including other than (i) Common Shares held in such calculationtreasury by the Company ("EXCLUDED SHARES"), all Excluded Shares referred to in subsections (yii) Dissenting Shares, if applicable, and (ziii) Common Shares owned by Parent or the Company (in the case of the definition of Company, other than Excluded Shares) or any of their respective "subsidiaries" (as defined in Section 736 of the “Per Share Companies Act) if and to the extent issuance of the Merger Consideration”Consideration in respect of such Common Shares would be void pursuant to Section 23 of the Companies Act ("RETAINED Shares")) shall be converted into, plus the right to receive after in accordance with this Article IV 3.6622 (the Closing a portion "EXCHANGE RATIO") ordinary shares of Parent, of nominal value U.K. 5p each ("PARENT ORDINARY SHARES"). Each holder of converted and cancelled Common Shares (other than Excluded Shares, Dissenting Shares, if applicable, and Retained Shares) shall have the right to elect in respect of any one beneficial owner to receive, in lieu of all of the proceeds of Parent Ordinary Shares such beneficial owner has the sale of certain assets as provided in Section 6.13. Two business days prior right to receive pursuant to the Closingprior sentence, 1.8311 American depositary shares (the "PARENT DEPOSITARY SHARES") per Common Share, each such Parent Depositary Share representing the right to receive two Parent Ordinary Shares (such Parent Ordinary Shares or Parent Depositary Shares to be issued to holders of Common Shares, the "MERGER CONSIDERATION"). The Parent Depositary Shares may be evidenced by one or more American depositary receipts ("PARENT ADRS") issued in accordance with the Deposit Agreement, dated as of June 28, 2000, among Parent, ▇▇▇▇▇▇ Guaranty Trust Company shall deliver of New York, as depositary (the "DEPOSITARY"), and holders and beneficial owners from time to time of Parent a certificate setting forth the number of Shares that will be ADRs issued and outstanding immediately thereunder (as amended from time to time, including an amendment at or prior to the Effective TimeTime as contemplated by Section 6.21 below, the "DEPOSIT AGREEMENT").

Merger Consideration. (i) Each share At the Effective Time, by virtue of the Class A Merger and without any action on the part of the holders thereof, (a) all outstanding shares of Common Stock, par value $700.00 per share, of the Company (a “Class A Share” or collectively the “Class A Shares”) and each share of the Class B Common Stock, par value $700.00 per share, of the Company (a “Class B Share” or collectively the “Class B Shares” and together with the Class A Shares, the “Shares”) including for purposes of this Agreement, fractional Shares rounded to the nearest 1/10,000 of a Share, issued and outstanding immediately prior to the Effective Time and listed opposite a shareholder’s name in Column C of Schedule I other than (x) Shares owned by Holdco (other than Contribution Shares), Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Holdco and Shares owned by the Company or any direct or indirect wholly owned subsidiary of the Company, and in each case not held on behalf of third parties, (y) Shares that are owned by shareholders (“Dissenting Shareholders”) who have asserted their appraisal rights prior to the Effective Time pursuant to Section 31D-13-1321 of the WVBCA and thereafter exercised or remained entitled to exercise their appraisal rights under Article 13 of the WVBCA and (z) Contribution whether Record Shares (as defined in Section 4.1(a)(ii)hereinafter defined) or Street Shares (each share referred to in (xas hereinafter defined), held by a Holder (yas hereinafter defined) and (z) above, an “Excluded Share” and collectively, “Excluded Shares”) shall be converted into the right to receive an amount in cash equal to (1) $960,000,000 divided by (2) the total number holding fewer than 600 shares of Shares issued and outstanding Common Stock immediately prior to the Effective Time (including in such calculation, all Excluded Shares shareholders are referred to in subsections (yherein as “Cash-Out Shareholders”) and (z) shall, without any action on the part of the definition holder thereof, be canceled and converted into the right to receive, upon the surrender of Excluded Shares) the certificate representing such shares, cash equal to $24.00 per share of Common Stock without interest thereon, (the “Per Share Merger Consideration”), plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets ) other than Dissenting Shares (as provided defined in Section 6.13. Two business days 2.2 hereof); provided, however, that the Company may presume that all Street Shares (as hereinafter defined) are held by Holders holding fewer than 600 shares of Common Stock immediately prior to the Closing, Effective Time unless the Company shall deliver or a beneficial owner of Street Shares is able to Parent demonstrate to the Company’s satisfaction that such shares are held beneficially by a certificate setting forth the number Holder holding 600 or more shares of Shares that will be issued and outstanding Common Stock immediately prior to the Effective Time., in which event such shares of Common Stock shall remain outstanding with all rights, privileges, and powers existing immediately before the Effective Time; (b) all outstanding shares of Common Stock other than those described in paragraph (a) above as being converted into the right to receive the Merger Consideration shall remain outstanding with all rights, privileges, and powers existing immediately prior to the Effective Time; and (c) the outstanding shares of Newco Stock shall, without any action on the part of the holder thereof, be canceled. Except as provided in Section 2.2, in no event shall any Holder holding, of record or beneficially, immediately prior to the Effective Time 600 or more shares of Common Stock (including any combination of Record Shares and Street Shares) in the aggregate be entitled to receive any Merger Consideration with respect to the shares of Common Stock so held. It shall be a condition precedent to the right of any Holder to receive the Merger Consideration, if any, payable with respect to the shares of Common Stock held by such Holder that such Holder certify to the Company in the letter of transmittal delivered by the Company as described in Section 2.2 that such Holder held, of record and beneficially, immediately prior to the Effective Time fewer than 600 shares of Common Stock (including any combination of Record Shares and Street Shares) in the aggregate. For purposes hereof, (1) the term “Record Shares” shall mean shares of Common Stock other than Street Shares and any Record Share shall be deemed to be held by the registered Holder thereof as reflected on the books of the Company;