Common use of Merger Consideration Clause in Contracts

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into the right to receive such number of shares of the common stock, par value $.01 per share, of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined in accordance with the MBCA.

Merger Consideration. (ai) Subject to the provisions of this Agreement and any applicable backup or other withholding requirementsOther than as provided in Section 2.1(b)(ii), each of the issued shares (the "Company Shares") of common stockordinary share, no par valuevalue US$0.0001 per share, of the Company (the "Company Stock") DouYu issued and outstanding immediately prior to the Effective Time (except individually, a “DouYu Share” and collectively, the “DouYu Shares”) (other than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares), shall be cancelled in exchange for Company the right of the holder of the relevant DouYu Share to receive 7.30 (the “Exchange Ratio”) validly issued, fully paid, non-assessable Class A ordinary shares, par value US$0.0001 per share, of Huya (“Huya Class A Shares”) (such number of shares, the “Per Share Merger Consideration”). (ii) Each American depositary share of DouYu, each of which represents one-tenth (1/10) of a DouYu Share (the “DouYu ADSs”), issued and outstanding immediately prior to the Effective Time, together with the DouYu Shares represented by such DouYu ADSs, shall be cancelled in exchange for the right of the holder of the relevant DouYu ADS, at the direction of the DouYu Depositary, to be cancelledreceive 0.730 American depositary shares of Huya, as set forth in Section 1.3(deach of which represents one Huya Class A Share (the “Huya ADSs”) (such number of Huya ADSs, the “Per ADS Merger Consideration” and Dissenting together with the Per Share Merger Consideration, the “Merger Consideration”). As of the Effective Time, all DouYu Shares, as defined in Section 1.9 hereof) shall be convertedincluding DouYu Shares represented by DouYu ADSs, shall, by virtue of the Merger and without any action on the part of the holder thereofits holder, into the right to receive such number of shares of the common stockautomatically be cancelled, par value $.01 per share, of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). (b) No fractional shares of Purchaser Stock shall no longer be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or the register of members of DouYu will be amended accordingly. Each DouYu Share (other consideration than DouYu Shares represented by DouYu ADSs, the Excluded Shares and any Purported Dissenters Shares) shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except thereafter represent only the right to receive the Per Share Merger Consideration for and each Company DouYu Share held represented by them or ten (10) DouYu ADSs, together with such DouYu ADSs, shall thereafter represent only the right, if so demanded, right to receive payment from the Company of Per ADS Merger Consideration, as the "fair value" of such Company case may be, without interest, and any Purported Dissenters Shares shall thereafter represent only the right to receive the applicable payments due and owing as determined referred to in accordance with the MBCASection 2.6.

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to At the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be convertedTime, by virtue of the Merger and without any further action on the part of the Company, Parent, Merger Sub or any holder thereofof securities of the Company or Merger Sub, the Shares, in each case, issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive such number the following consideration: (i) Each Ordinary Share shall be automatically converted into the right to receive the Exchange Ratio of shares a validly issued, fully paid and non-assessable share of Parent Preferred Stock. (ii) Each Class A Share shall be automatically converted into the right to receive the Exchange Ratio of a validly issued, fully paid and non-assessable share of Parent Preferred Stock. (iii) Each Class F Share shall be automatically converted into the right to receive the Class F Exchange Ratio of a validly issued, fully paid and non-assessable share of Parent Preferred Stock. (iv) Each Yatra USA Class F Share shall be automatically converted into the right to receive the Exchange Ratio of a validly issued, fully paid and non-assessable share of Parent Preferred Stock. (v) Each Yatra India Share shall be automatically converted into the right to receive the fraction of a validly issued, fully paid and non-assessable share of Parent Preferred Stock as set forth next to each holder’s name on Section 2.2 of the common stockCompany Disclosure Letter ((a)(i) through (a)(v) collectively, par value $.01 per share, of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "“Per Share Merger Consideration"”). (bvi) No fractional Each Company Share held as treasury shares of Purchaser Stock shall be issued pursuant to (each, a “Treasury Share”, collectively the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time“Treasury Shares”), each share of Merger Sub common stock outstanding immediately prior to Share owned by the Merger shall be converted, by virtue Company or any direct or indirect Subsidiary of the Merger Company (each, an “Owned Company Share”, collectively the “Owned Company Shares”) and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly each Ordinary Share owned by Purchaser. the Parent (d) Any shares of Company Stock owned by Purchasereach, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to an “Acquired Share”, collectively the Merger shall be cancelled “Acquired Shares”, and retired at together with Treasury Shares, the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates"“Excluded Shares”) immediately prior to the Effective Time shall be automatically cancelled and shall cease to have any rights as stockholders exist, with no consideration paid in exchange therefor. (vii) Each ordinary share, par value $0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Company, except Effective Time shall be cancelled and converted into the right to receive the Merger Consideration for each Company Share held by them or the rightone validly issued, if so demandedfully paid and non-assessable ordinary share, to receive payment from the Company par value $0.0001 per share, of the "fair value" of such Company Shares Surviving Company. (b) Collectively, (a)(i) to (vii) are known as determined in accordance with the MBCA“Merger Consideration.”

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirementsEach ordinary share, each of the issued shares (the "Company Shares") of common stock, no par valuevalue US$0.01 per share, of the Company (a “Share” or, collectively, the "Company Stock"“Shares”), including Shares represented by American Depositary Shares, each representing fifty (50) Shares (the “ADSs”) issued and outstanding immediately prior to the Effective Time Time, other than Excluded Shares (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereofbelow) shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into cancelled in exchange for the right to receive such number of shares of the common stock, par value $.01 US$0.0812 in cash per share, of Purchaser Share without interest (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "“Per Share Merger Consideration"”). . As each ADS represents fifty (b50) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective TimeShares, each share of Merger Sub common stock ADS issued and outstanding immediately prior to the Merger Effective Time, other than ADSs representing Excluded Shares, shall be converted, by virtue of represent the Merger and right to receive US$4.06 in cash without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation interest (the "Surviving Corporation Common Stock")“Per ADS Merger Consideration”) pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement; provided, which shares that in the event of Surviving Corporation Common Stock any conflict between this Agreement and the Deposit Agreement, this Agreement shall constitute prevail. At the Effective Time, all of the issued and outstanding capital stock of the Surviving Corporation and Shares, including Shares represented by ADSs, shall cease to be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaseroutstanding, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or the register of members of the Company will be amended accordingly. Each Share (other consideration than Excluded Shares) shall be delivered thereafter represent only the right to receive the Per Share Merger Consideration without interest, and any Dissenting Shares shall thereafter represent only the right to receive the applicable payments set forth in exchange therefor. Section 3.02(e). For the purposes of this Agreement, “Excluded Shares” means, collectively, (ei) On Shares and after ADSs beneficially owned (as determined pursuant to Rule 13d-3 under the Effective TimeExchange Act) by each of Parent, holders of certificates representing shares of Company Stock its direct and indirect shareholders and their respective Affiliates (the "Certificates"including Merger Sub) immediately prior to the Effective Time shall cease including, for the avoidance of doubt, each Rollover Share contributed to have any rights as stockholders of Parent by the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined Rollover Shareholders in accordance with the MBCARollover Agreement and each Additional Rollover Share (if any) contributed to Parent by any Rollover Shareholders in accordance with the Additional Rollover Agreements (if any), and (ii) Shares (“Dissenting Shares”) owned by holders of Shares who have validly exercised and not effectively withdrawn or lost their dissenter’s rights pursuant to Section 238 of the Cayman Companies Law (“Dissenting Shareholders”).

Merger Consideration. (a) Subject to At the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to the Merger Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be convertedTime, by virtue of the Merger and without any further action on the part of any party hereto or any holder of capital stock of the holder thereofCompany: (i) each Company Common Share issued and outstanding immediately prior to the Merger Effective Time that is owned by the Company as treasury stock or by Parent or any of its wholly owned Subsidiaries (other than, in each case, shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall automatically be cancelled and retired and shall cease to exist, and no payment shall be made with respect thereto; and (ii) each Company Common Share issued and outstanding immediately prior to the Merger Effective Time, other than (A) Company Common Shares cancelled pursuant to Section 2.1(a)(i) and (B) shares that are owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (“Dissenting Shares”), shall automatically be converted into the right to receive such number an amount in cash equal to the Offer Price, without interest (the “Merger Consideration”). At any time prior to the date of the Company Stockholder Meeting, Parent may, in its sole and absolute discretion, increase the Merger Consideration without the consent of the Company. (b) The shares of common stock of Purchaser Sub outstanding immediately prior to the Merger Effective Time will each, at the Merger Effective Time, automatically be converted into and become one fully paid and nonassessable share of common stock, par value $.01 0.01 per share, of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall Company and will constitute all of the issued and outstanding capital shares of common stock of the Surviving Corporation and shall be wholly owned by PurchaserCompany immediately after the Merger Effective Time. (dc) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to At the Merger Effective Time, all Company Common Shares (other than Dissenting Shares) shall no longer be cancelled outstanding and shall automatically be canceled and retired at the Effective Time and shall cease to exist exist, and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders each holder of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time a Common Share Certificate shall cease to have any rights as stockholders of the Companywith respect thereto, except the right to receive the Merger Consideration for each Company Share held by them or to be paid in consideration therefor upon the right, if so demanded, to receive payment from the Company of the "fair value" surrender of such Company Shares as determined Common Share Certificates in accordance with the MBCASection 2.9.

Merger Consideration. (a) Subject to At the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to the Merger Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be convertedTime, by virtue of the Merger and without any further action on the part of Rooster Acquisition Corp., Cabot or the holder thereofCabot Common Shareholders, each Cabot Common Share issued and outstanding immediately prior to the Merger Effective Time (other than any Cabot Common Shares that are owned by the CalWest Parties, which Cabot Common Shares shall be cancelled as provided below) shall be converted into the right to receive such number of shares the greater of the Per Share Amount, or any higher price paid per Cabot Common Share in the Offer, in cash, without interest thereon (the "Merger Consideration"), ---------------------- upon surrender of the Certificate (as defined in Section 3.2(b)) formerly -------------- evidencing such share. All such Cabot Common Shares, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon the surrender of such Certificates in accordance with Section 3.2, without interest. ----------- (b) At the Merger Effective Time, by virtue of the Merger and without any further action on the part of Rooster Acquisition Corp., Cabot or the Cabot Common Shareholders: (i) Each Cabot Common Share issued and outstanding immediately prior to the Merger Effective Time that is owned by the CalWest Parties shall automatically be canceled and retired and shall cease to exist, each holder of a Certificate evidencing any such shares shall cease to have any rights with respect thereto, and no payment, distribution or other consideration shall be made with respect thereto; and (ii) Each share of common stock, par value $1.00 per share, of Rooster Acquisition Corp. issued and outstanding immediately prior to the Merger Effective Time shall be converted into and become one validly issued, fully paid and nonassessable common share of beneficial interest, par value $.01 per share, of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (Surviving Entity and shall constitute the "Merger Consideration"). (b) No fractional only outstanding common shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share beneficial interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by PurchaserEntity. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined in accordance with the MBCA.

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares (the "Company Target Shares") of common stock, no par valuevalue ------------- $0.01 per share, of the Company Target (the "Company Target Common Stock") outstanding immediately prior (other than shares ------------------- canceled pursuant to Section 1.3(b) and Dissenting Shares (as -------------- hereinafter defined), if any) as of the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive such number of shares receive, and there shall be paid as hereinafter provided, in exchange for each of the common stockTarget Shares, par value $.01 per share, of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided 21.32 (the "Merger Consideration")., payable to the holder thereof, in cash, -------------------- without interest thereon, upon the surrender of the certificate formerly representing such Target Share in the manner provided in Section 1.6. ----------- (b) No fractional shares Each share of Purchaser Target Common Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent, Acquiror or Acquisition Subsidiary and each share of Target Common Stock held in the treasury of Target or by a wholly owned subsidiary of Target shall be issued pursuant canceled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, there shall be no further transfers on the stock transfer books of Target of any of the Target Shares outstanding prior to the Merger nor will any fractional share interest involved entitle Effective Time. If, after the holder thereof to voteEffective Time, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant Certificates (as hereinafter defined) are presented to the provisions hereof Surviving Corporation, they shall receive an amount be canceled and exchanged for the Merger Consideration provided for in, and in cash pursuant to Section 1.5(h) hereofaccordance with the procedures set forth in, this Agreement. (c) Subject to the provisions of this Agreement, at the Effective Time, each share the shares of Merger Sub Acquisition Subsidiary common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one validly issued, fully paid and nonassessable share of the common stock of the Surviving Corporation (the "Surviving --------- Corporation Common Stock"), which shares share of the Surviving Corporation ------------------------ Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by PurchaserCorporation. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined in accordance with the MBCA.

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirementsAgreement, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to at the Effective Time (except for Company Shares to be cancelledTime, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, automatically by virtue of the Merger and without any action on the part of Buyer, Seller or the holder thereof, into the right to receive such number shareholders of shares either of the foregoing: (a) Each share of Buyer’s common stock, $1.00 par value $.01 per share, of Purchaser share (the "Purchaser “Buyer Stock"”) or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). (b) No fractional shares of Purchaser Stock shall be that is issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock and outstanding immediately prior to the Merger Effective Time shall be converted, by virtue of remain outstanding following the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation Effective Time and shall be wholly owned unchanged by Purchaser.the Merger; (db) Any Each share of Seller voting common stock, $0.01 par value per share (including shares of Company Stock Seller non-voting common stock, $0.01 par value per share, “Seller Common Stock”) owned directly by PurchaserBuyer (other than shares in trust accounts, Merger Sub managed accounts or any other wholly owned subsidiaries similar accounts for the benefit of Purchaser customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Merger Effective Time (the “Cancelled Shares”) shall be cancelled and retired at the Effective Time and shall cease to exist without any conversion thereof, and no Purchaser Stock or other consideration payment shall be delivered in exchange thereformade with respect thereto. (ec) On Subject to Section 1.2(e), each share of Seller Common Stock issued and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") outstanding immediately prior to the Effective Time (other than treasury stock, Dissenting Shares and Cancelled Shares) shall cease become and be converted into the right to have receive .0050 validly issued, fully paid and nonassessable shares of Buyer Stock (the “Exchange Ratio”) together with cash in lieu of any rights fractional shares in accordance with the provisions of Section 1.2(e) (individually, the “Per Share Purchase Price” and collectively, and in the aggregate, as stockholders adjusted in accordance with the terms hereof, the “Merger Consideration”). Each certificate previously representing shares of Seller Common Stock (each, a “Certificate”) shall thereafter represent, subject to Section 1.3(d), only the right to receive the 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 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 award of shares of Seller Common Stock subject to vesting, repurchase or other lapse restriction (a “Seller Restricted Share Award”) granted pursuant to Seller’s equity-based compensation plans identified in Section 3.5(b)(i) of the CompanyDisclosure Memorandum (the “Seller Stock Plans”), except whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall become fully vested and shall be cancelled and converted automatically into the right to receive the Merger Consideration for in respect of each Company share of Seller Common Stock underlying such Seller Restricted Share held Award. Prior to the Effective Time, Seller shall (i) obtain any necessary consents or make any necessary amendments to the terms of any outstanding Seller Restricted Share Awards and/or Seller Stock Plans to give effect to the transactions contemplated by them this Section 1.2(d), (ii) take all actions as may be necessary to terminate (and, except as provided in this Section 1.2(d), ensure that neither Seller nor the Bank remains bound by or liable for) any outstanding Seller Restricted Share Awards or other rights to acquire Seller Common Stock and (iii) ensure that the rightSeller Stock Plans which allow the grant of Seller Restricted Share Awards or other rights to acquire Seller Common Stock, if so demandedany, will be amended to receive eliminate the ability to grant any such Seller Restricted Share Awards or other rights to acquire Seller Common Stock effective as of immediately after the Effective Time. At or as soon as practicable following the Effective Time (which may be in connection with the payment from the Company of the "fair value" first regular base salary payment due to such holder following the Closing, but in any event shall occur within thirty (30) days after the Effective Time), Buyer or Buyer Bank shall deliver the Merger Consideration to the holders of such Company Shares as determined in accordance with the MBCASeller Restricted Share Awards, without interest. Such payments may be reduced by any Taxes withheld pursuant to Section 1.3(g).

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirementsAgreement, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to at the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be convertedTime, by virtue of the Merger and without any action on the part of PNR, PNR USA, MergerCo, MLP, MLP GP or any holder of MLP Common Units: (a) The general partner interest in MLP issued and outstanding immediately prior to the Effective Time shall remain unchanged and issued and outstanding in the Surviving Entity, and MLP GP, as the holder thereofof such general partner interest, shall continue as the sole general partner of the Surviving Entity as set forth in the MLP Partnership Agreement. (b) All of the limited liability company interests in MergerCo outstanding immediately prior to the Effective Time shall be cancelled and no consideration received therefor. (c) Except as described in clause (d) or (e) below, each MLP Common Unit issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive 0.2325 of a share of PNR Common Stock (such number ratio, the “Exchange Ratio,” and such amount of a share of PNR Common Stock, including any additional shares of PNR Common Stock received pursuant to Section 3.3(e), the common stock“Merger Consideration”), par value $.01 per share, which shares of Purchaser (PNR Common Stock shall be duly authorized and validly issued in accordance with applicable Laws and the "Purchaser Stock") or cash, without any interest thereonPNR Certificate of Incorporation, as specified applicable (such shares of PNR Common Stock described in Section 1.5 hereof, subject this clause (c) shall be referred to payment of cash in lieu of any fractional share herein as hereinafter provided (the "Merger Consideration"“New Common Stock”). (bd) No fractional shares of Purchaser Stock shall be issued pursuant Notwithstanding anything to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount contrary in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding all MLP Common Units owned by MLP or its Subsidiaries or by PNR or its Subsidiaries other than PNR USA shall automatically be cancelled and no consideration received therefor. Notwithstanding anything to the contrary in this Agreement, all MLP Common Units owned by PNR USA immediately prior to the Merger Effective Time shall be converted, by virtue of the Merger unchanged and without any action on the part of the holder thereof, into one share of common stock remain issued and outstanding as MLP Common Units of the Surviving Corporation (Entity at the "Surviving Corporation Effective Time; such MLP Common Stock")Units will, which shares of Surviving Corporation Common Stock shall immediately after the Effective Time, constitute all of the issued and outstanding capital stock MLP Common Units of, and limited partner interests in, the Surviving Entity, and, thereby, PNR USA shall continue as a limited partner in the Surviving Entity and become the sole limited partner of the Surviving Corporation Entity. At the Effective Time, the books and records of MLP shall be wholly owned by Purchaser. (d) Any shares revised to reflect that all other limited partners of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries MLP cease to be limited partners of Purchaser immediately prior MLP pursuant to the Merger terms of this Agreement, and MLP shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange thereforcontinue without dissolution. (e) On and after Notwithstanding anything to the contrary in this Agreement: (i) At the Effective Time, holders of certificates any phantom unit representing shares of Company Stock the right to receive an MLP Common Unit (collectively, the "Certificates"“MLP Phantom Units”) issued under the MLP LTIP and outstanding immediately prior to the Effective Time shall be converted into awards of restricted stock units of PNR Common Stock (“PNR Restricted Stock Units”), with the number of PNR Restricted Stock Units subject to each such converted award of MLP Phantom Units to be determined based on the Exchange Ratio, rounded down to the nearest whole PNR Restricted Stock Unit. The agreements between MLP GP and each such award holder regarding such MLP Phantom Units shall be assumed by PNR, and such awards, as converted pursuant to this Section 3.1(e)(i), shall continue to be governed, on and after the Effective Time, by the terms and conditions of such agreements (subject to the adjustments required by this Section 3.1(e)(i) after giving effect to the Merger) and either by the MLP LTIP as adopted by PNR pursuant to Section 6.15(a) or by the PNR LTIP pursuant to Section 6.15(c). Except to the extent provided in Section 3.1(e)(ii) below, as of the Effective Time, such MLP Phantom Units shall cease to represent the right to receive MLP Common Units. (ii) In addition, to the extent applicable, holders of MLP Phantom Units immediately prior to the Effective Time shall have continued rights to any distribution, without interest, in accordance with the terms and conditions of the applicable award agreements between MLP GP and each such holder (including pursuant to any distribution equivalent rights) with respect to such MLP Phantom Units with a record date occurring prior to the Effective Time that may have been declared or made by the MLP with respect to MLP Common Units in accordance with the terms of this Agreement and which remains unpaid as of the Effective Time. Such distributions shall be paid on the payment date set therefor to such holders of MLP Phantom Units. (iii) Any cash amounts due pursuant to this Section 3.1(e) shall be paid or delivered less all applicable deductions and withholdings required by applicable law to be withheld in respect of such amounts. (f) From and after the Effective Time, no holder of MLP Common Units will be, or will have any rights as stockholders as, a holder of the CompanyNew Common Stock (including any rights to vote, except or any rights to receive dividends on, any shares of New Common Stock), other than the right to receive the Merger Consideration for each Company Share held and any cash payable pursuant to Section 3.3(c) upon compliance with Section 3.3(b) or Section 3.3(h), until such time that such holder has delivered the required documentation and surrendered any Certificates or Book-Entry Units as contemplated by them Section 3.3(b) or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined in accordance has otherwise complied with the MBCASection 3.3(h).

Merger Consideration. (a) Subject to the provisions of this Restated Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares (the "Company SharesBIG STUFF SHARES") of common stock, no par valuevalue per share, of the Company Big Stuff (the "Company StockBIG STUFF COMMON STOCK") outstanding immediately prior to as of the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, converted into the right to receive such number receive, and there shall be paid and issued as hereinafter provided, in exchange for the Big Stuff Shares, 415.584 shares (the "EXCHANGE RATIO") of shares of the common stockParent Common Stock, par value $.01 .0001 per shareshare ("PARENT COMMON STOCK"), of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of plus cash in lieu of any fractional share as hereinafter provided (the "Merger ConsiderationMERGER CONSIDERATION"). (b) . No fractional shares of Purchaser Parent Common Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of as a shareholder of PurchaserParent. In lieu thereof, any holder of Company Stock Person who would otherwise be entitled to a fractional share of Purchaser Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash pursuant equal to Section 1.5(h) hereof. the value of such fractional share. The value of such fractional share for purposes hereof shall be the product of such fraction multiplied by Five and 50/100 Dollars (c) $5.50). Each share of Big Stuff Common Stock held in the treasury of Big Stuff or by a wholly-owned subsidiary of Big Stuff shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, there shall be no further transfers on the stock transfer books of Big Stuff of any of the Big Stuff Shares outstanding prior to the Effective Time. Subject to the provisions of this Restated Agreement, at the Effective Time, each share all the shares of Merger Sub Acquisition Subsidiary common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of the common stock of the Surviving Corporation (the "Surviving Corporation Common StockSURVIVING CORPORATION COMMON STOCK"), which shares one share of the Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by PurchaserCorporation. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined in accordance with the MBCA.

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirementsAgreement, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to at the Effective Time (except for Company Shares to be cancelledTime, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, automatically by virtue of the Merger and without any action on the part of Buyer, Buyer Bank, Company Bank, Company or any shareholder of Company: (a) Each share of Buyer Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (b) Each share of Company Common Stock owned directly by Buyer (other than shares in trust accounts, managed accounts and the like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto. (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than treasury stock, Dissenting Shares and shares described in Section 2.01(b) above) shall, subject in all cases to Section 2.02, become and be converted at the election of the holder thereof, in accordance with the procedures set forth in Section 2.06, into the right to receive such the following consideration, without interest: (i) For each whole share of Company Common Stock with respect to which an election to receive Buyer Common Stock has been effectively made by a holder of Company Common Stock and not revoked or deemed revoked pursuant to Section 2.06 (each a “Stock Election,” and the number of whole shares of Company Common Stock with respect to which such election has been made, “Stock Election Shares”), or with respect to which the common stockExchange Agent has made an allocation of the right to receive Buyer Common Stock under Section 2.02, par value $.01 per share, of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Stock Consideration"). (bii) No fractional For each whole share of Company Common Stock with respect to which an election to receive cash has been effectively made by a holder of Company Common Stock and not revoked or deemed revoked pursuant to Section 2.06 (each a “Cash Election,” and the number of whole shares of Purchaser Company Common Stock shall be issued pursuant with respect to which such election has been made, the Merger nor will any fractional share interest involved entitle “Cash Election Shares”), or with respect to which the holder thereof to vote, Exchange Agent has made an allocation of the right to receive dividends or to exercise any other rights cash under Section 2.02, the Cash Consideration. For purposes of a shareholder of Purchaser. In lieu thereofclarification, any holder of Company Dissenting Shares shall not be deemed to have made a Cash Election or a Stock who would otherwise Election with respect to such Dissenting Shares and such Dissenting Shares shall not be entitled to a fractional deemed Cash Election Shares, Stock Election Shares or Non-Election Shares. (iii) For each whole share of Purchaser Company Common Stock pursuant other than (A) Dissenting Shares and (B) shares as to the provisions hereof shall receive an amount in cash which a Stock Election and/or a Cash Election has been effectively made and not revoked or deemed revoked pursuant to Section 1.5(h) hereof2.06 (collectively, the “Non-Election Shares”), the Stock Consideration, as determined in accordance with Section 2.02. (cd) Subject At least 80% of the aggregate Merger Consideration to be paid to holders of Company Common Stock will be paid with Buyer Common Stock. Holders of record of shares of Company Common Stock shall have the right to submit an election to receive Buyer Common Stock or cash for each of their Company shares in accordance with Section 2.06. However, to the provisions extent that the aggregate of this Agreementthose elections would result in less than 80% of the aggregate Merger Consideration being paid with Buyer Common Stock, pro-rata adjustments will be made by the Exchange Agent as provided in Section 2.02 to result in a payment of at least 80% of the aggregate Merger Consideration in Buyer Common Stock and the balance of the aggregate Merger Consideration in cash. (e) Within one (1) Business Day after the Determination Date, the Company shall terminate and cancel each issued and outstanding Company Stock Option and SAR and the Company shall pay, no later than five (5) Business Days prior to the Effective Time, each holder thereof a cash payment equal to the difference between the per share exercise price, as set forth in such holder’s award agreement with respect to such Company Stock Option or SAR, and the Company Stock Price. (f) Company shall take all requisite action so that, prior to the Effective Time, each Company Stock Option, SAR or other Right, contingent or accrued, to acquire or receive Company Common Stock or benefits measured by the value of Merger Sub common stock outstanding such shares, and each award of any kind consisting of Company Common Stock that may be held, awarded, outstanding, payable or reserved for issuance under the Company Stock Plan, or otherwise, immediately prior to the Merger Effective Time, whether or not then vested or exercisable, shall be convertedbe, by virtue of the Merger and without any action on the part of the holder thereoffurther action, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued terminated and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior cancelled. Prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders the Board of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders Directors of the Company, except Company shall adopt any resolutions and take any actions (including obtaining any consents) that may be necessary to effectuate the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company provisions of the "fair value" paragraphs (e) and (f) of such Company Shares as determined in accordance with the MBCAthis Section 2.01.

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirementsAgreement, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to at the Effective Time (except for Company Shares to be cancelledTime, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, automatically by virtue of the Merger and without any action on the part of Buyer, Seller or the holder thereof, into the right to receive such number shareholders of shares either of the foregoing: (a) Each share of Buyer’s common stock, $1.00 par value $.01 per share, of Purchaser share (the "Purchaser “Buyer Stock"”) or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). (b) No fractional shares of Purchaser Stock shall be that is issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock and outstanding immediately prior to the Merger Effective Time shall be converted, by virtue of remain outstanding following the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation Effective Time and shall be wholly owned unchanged by Purchaser.the Merger; (db) Any Each share of Seller voting common stock, $0.01 par value per share (including shares of Company Stock Seller non-voting common stock, $0.01 par value per share, “Seller Common Stock”) owned directly by PurchaserBuyer (other than shares in trust accounts, Merger Sub managed accounts or any other wholly owned subsidiaries similar accounts for the benefit of Purchaser customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Merger Effective Time (the “Cancelled Shares”) shall be cancelled and retired at the Effective Time and shall cease to exist without any conversion thereof, and no Purchaser Stock or other consideration payment shall be delivered in exchange thereformade with respect thereto. (ec) On Subject to Section 1.2(e), each share of Seller Common Stock issued and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") outstanding immediately prior to the Effective Time (other than treasury stock, Dissenting Shares and Cancelled Shares) shall cease become and be converted into the right to have receive .0050 validly issued, fully paid and nonassessable shares of Buyer Stock (the “Exchange Ratio”) together with cash in lieu of any rights fractional shares in accordance with the provisions of Section 1.2(e) (individually, the “Per Share Purchase Price” and collectively, and in the aggregate, as stockholders adjusted in accordance with the terms hereof, the “Merger Consideration”). Each certificate previously representing shares of Seller Common Stock (each, a “Certificate”) shall thereafter represent, subject to Section 1.3(d), only the right to receive the 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 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 award of shares of Seller Common Stock subject to vesting, repurchase or other lapse restriction (a “Seller Restricted Share Award”) granted pursuant to Seller’s equity-based compensation plans identified in Section 3.5(b)(i) of the CompanyDisclosure Memorandum (the “Seller Stock Plans”), except whether vested or unvested, that is outstanding as of immediately prior to the Effective Time, shall become fully vested and shall be cancelled and converted automatically into the right to receive the Merger Consideration for in respect of each Company share of Seller Common Stock underlying such Seller Restricted Share held Award. Prior to the Effective Time, Seller shall (i) obtain any necessary consents or make any necessary amendments to the terms of any outstanding Seller Restricted Share Awards and/or Seller Stock Plans to give effect to the transactions contemplated by them this Section 1.2(d), (ii) take all actions as may be necessary to terminate (and, except as provided in this Section 1.2(d), ensure that neither Seller nor the Bank remains bound by or liable for) any outstanding Seller Restricted Share Awards or other rights to acquire Seller Common Stock and (iii) ensure that the rightSeller Stock Plans which allow the grant of Seller Restricted Share Awards or other rights to acquire Seller Common Stock, if so demandedany, will be amended to receive eliminate the ability to grant any such Seller Restricted Share Awards or other rights to acquire Seller Common Stock effective as of immediately after the Effective Time. At or as soon as practicable following the Effective Time (which may be in connection with the payment from the Company of the "fair value" first regular base salary payment due to such holder following the Closing, but in any event shall occur within thirty (30) days after the Effective Time), Buyer or Buyer Bank shall deliver the Merger Consideration to the holders of such Company Shares as determined in accordance with the MBCASeller Restricted Share Awards, without interest. Such payments may be reduced by any Taxes withheld pursuant to Section 1.3(g).

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to At the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be convertedTime, by virtue of the Merger and without any action on the part of Merger Sub, the holder thereofCompany or the holders of any of the following securities, subject to the other provisions of this Article II: (a) each share of common stock, without par value, of the Company (“Company Common Stock” and all issued and outstanding shares of Company Common Stock being hereinafter collectively referred to as the “Common Shares”) issued and outstanding immediately prior to the Effective Time (other than any Common Shares to be canceled pursuant to Section 2.01(c) and any Dissenting Shares (as hereinafter defined)) shall be canceled and shall be converted automatically into the right to receive: (i) for each such share of Company Common Stock with respect to which an election to receive shares of common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) has been effectively made, and not revoked or lost, pursuant to Section 2.05 (a “Share Election”), and for each such share of Company Common Stock with respect to which a Share Election is deemed to have been made pursuant to Section 2.05(d), the right to receive 12.407 fully paid and nonassessable shares of Parent Common Stock (the “Stock Consideration”); and (ii) for each such share of Company Common Stock with respect to which an election to receive cash has been effectively made, and not revoked or lost, pursuant to Section 2.05 (a “Cash Election”), the right to receive $100 in cash, without interest (the “Common Cash Consideration”); (b) each share of Series A Preferred Stock, par value $100 per share (“Company Preferred Stock”, all issued and outstanding shares of Company Preferred Stock being hereinafter collectively referred to as the “Preferred Shares” and together with the Common Shares the “Shares”) issued and outstanding immediately prior to the Effective Time (other than any Preferred Shares to be canceled pursuant to Section 2.01(c) and any Dissenting Shares) shall be canceled and shall be converted automatically, subject to Section 2.02, into the right to receive such number of shares of the common stock, par value $.01 per share, of Purchaser (the "Purchaser Stock") or 105 in cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash together with amounts payable pursuant to Section 1.5(h2.01(a)(ii) hereof.the “Cash Consideration” and all of the amounts payable and shares issuable pursuant to Section 2.01(a) being the “Merger Consideration”); (c) Subject to each Share held in the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue treasury of the Company and each Share owned by Merger and without Sub, Parent or any action on the part direct or indirect wholly-owned subsidiary of Parent or of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto; and (d) each share of common stock, without par value, of Merger Sub issued and outstanding immediately prior to have any rights as stockholders the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, without par value, of the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined in accordance with the MBCASurviving Corporation.

Merger Consideration. (a) Subject to the provisions Each share of this Agreement Class A Common Stock issued and any applicable backup or other withholding requirements, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to the Company Merger Effective Time (except including, for the avoidance of doubt, each share of Class A Common Stock resulting from (i) the redemption of Common Units for shares of Class A Common Stock in accordance with the Company Shares LLC Agreement and pursuant to Section 1.1 and (ii) the conversion of Class G Common Stock to Class A Common Stock in accordance with the Company Certificate of Incorporation and pursuant to Section 1.1), other than (A) shares of Class A Common Stock that are to be cancelledcanceled in accordance with Section 4.2(b), (B) the Class A Rollover Shares, and (C) shares of Class A Common Stock that are issued and outstanding as set forth of immediately prior to the Company Merger Effective Time and held by stockholders of the Company who have not voted in Section 1.3(dfavor of the adoption of this Agreement (or consented thereto in writing) and who have properly demanded appraisal of such shares of Company Stock in accordance with, and who have otherwise complied with, Section 262 of the DGCL (the shares of Company Stock referred to in clause (C), “Dissenting Shares,” and the shares of Company Stock referred to in clause (A), as defined in Section 1.9 hereofclause (B) and clause (C), collectively, “Excluded Shares”), shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, automatically converted into the right to receive such number $5.30 per share of shares of the common stock, par value $.01 per share, of Purchaser (the "Purchaser Stock") or Class A Common Stock in cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "“Merger Consideration"”). (b) No fractional . At the Company Merger Effective Time, all of the shares of Purchaser Class A Common Stock converted into the right to receive the Merger Consideration pursuant to this Section 4.2(a) shall cease to be outstanding, shall be issued pursuant canceled and shall cease to exist, and each share of Class A Common Stock (in each case, other than Excluded Shares) shall thereafter represent only the right to receive the Merger nor will any fractional share interest involved entitle Consideration. At the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Merger Effective Time, each share of Merger Sub common stock Class B Common Stock issued and outstanding immediately prior to the Company Merger Effective Time shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time automatically canceled and shall cease to exist and no Purchaser Stock or other consideration payment shall be delivered in exchange therefor. (e) On made with respect thereto, and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time thereof shall cease to have any rights as stockholders of the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined in accordance with the MBCArespect thereto.”

Merger Consideration. (a) Subject to the provisions of this Agreement Agreement, including Sections 3.4 and any applicable backup or other withholding requirements3.5, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to at the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be convertedTime, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder thereof, into the right to receive such number of shares of the common stock, par value $.01 per share, of Purchaser (the "Purchaser Stock") Company or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Parent Common Shares or Company Stock who would otherwise be entitled to a fractional Common Shares: (a) Each share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share common stock of Merger Sub common stock issued and outstanding immediately prior to the Effective Time will automatically be converted into and become one fully paid and nonassessable share of Common Stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be converted, by virtue deemed for all purposes to represent the number of the Merger and without any action on the part of the holder thereof, into one share shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (the "Surviving Corporation b) Each Company Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the Share issued and outstanding capital stock immediately prior to the Effective Time, other than Treasury Shares and except for Dissenting Shares, and each unexercised Company Warrant issued and outstanding as of the Surviving Corporation Effective Time, will be cancelled and shall extinguished and automatically converted into the right to receive one of the following forms of consideration (on a per Company Common Share or Warrant Notional Common Share basis, the “Merger Consideration”): (i) for each Company Common Share with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (each, a “Share Election Share”), 3.7222 Parent Common Shares (the “Share Consideration”), and for each Company Warrant with respect to which a Share Election has been validly made and not revoked (each, “Share Election Warrant”), the Share Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant, in each case, which Parent Common Shares will be wholly owned duly authorized and validly issued in accordance with applicable Laws and the Parent Charter; (ii) for each Company Common Share with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (each, a “Mixed Election Share”), (A) cash in an amount (subject to applicable withholding Tax) equal to $34.75 and (B) 2.7874 Parent Common Shares (collectively, the “Mixed Consideration”), and for each Company Warrant with respect to which a Mixed Election has been validly made and not revoked (each, a “Mixed Election Warrant”), the Mixed Consideration in respect of the number of Warrant Notional Common Shares represented by Purchasersuch Company Warrant, in each case, which Parent Common Shares will be duly authorized and validly issued in accordance with applicable Laws and the Parent Charter; (iii) for each Company Common Share with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (each, a “Cash Election Share”), cash in an amount (subject to applicable withholding Tax) equal to $138.39 (the “Cash Consideration”), and for each Company Warrant with respect to which a Cash Election has been validly made and not revoked (each, a “Cash Election Warrant”), the Cash Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant; and (iv) for each Company Common Share (each, a “Non-Election Share”) or Company Warrant (each, a “Non-Election Warrant”), as applicable, that is not a Share Election Share, Share Election Warrant, Mixed Election Share, Mixed Election Warrant, or Cash Election Share or Cash Election Warrant, such Share Consideration and/or Cash Consideration as is determined in accordance with Section 3.5. (c) Each Parent Common Share issued and outstanding immediately prior to the Effective Time will remain issued and outstanding and will not be affected by the Merger. (d) Any shares of Notwithstanding anything to the contrary in this Agreement, all Company Stock Common Shares (if any) owned by Purchaser, Merger Sub the Company or any other wholly its wholly-owned subsidiaries Subsidiaries or by Parent or its wholly-owned Subsidiaries as of Purchaser immediately prior to the Merger shall Effective Time, other than those held in a fiduciary capacity (“Treasury Shares”), will automatically be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall will be delivered in exchange received therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Preferred Shares as determined will be treated in accordance with the MBCASection 3.7. Company Options and Company Restricted Shares will be treated in accordance with Section 3.8.

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirementsAgreement, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to at the Effective Time (except for Company Shares to be cancelledTime, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, automatically by virtue of the 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 thereofthereof (in accordance with the election and 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 combination of such shares of CBSI Common Stock and cash, as more fully set forth in SECTION 2.2(A)(III). The shares of 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) the common stocknumber of shares of GNBC Common Stock held by such holder times (y) the Exchange Ratio (such election, par value $.01 per share, of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common StockALL STOCK ELECTION"), which 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 (B) 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 Surviving Corporation GNBC Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except be converted into the right to receive shares of CBSI Common Stock; or (ii) At the Merger Consideration for option of each Company Share 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 them or such holder times (y) $42.50 (such election, the right"ALL CASH Election"), if so demandedprovided that: (A) After giving effect to SECTION 2.2(A)(I), (II), AND (III), in no event shall, in the aggregate, more than forty-five percent (45%) of 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, 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 payment from such number of shares of CBSI Common Stock equal to (x) the Company 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 "fair value" 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) $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 (B) 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 be converted into the right to receive shares of CBSI Common Stock; (C) After giving effect to SECTION 2.2(A)(I), (II), AND (III), in no event shall, in the aggregate, more than forty-five percent (45%) of GNBC Common Stock issued and outstanding immediately prior to the Effective Time 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 Company Shares holder's shares of GNBC Common Stock shall be converted into the right to receive CBSI Common Stock and cash as determined set forth in accordance with the MBCASECTION 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. (a) Subject to the provisions of this Agreement Agreement, including Sections 3.4 and any applicable backup or other withholding requirements3.5, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to at the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be convertedTime, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder thereof, into the right to receive such number of shares of the common stock, par value $.01 per share, of Purchaser (the "Purchaser Stock") Company or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Parent Common Shares or Company Stock who would otherwise be entitled to a fractional Common Shares: (a) Each share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share common stock of Merger Sub common stock issued and outstanding immediately prior to the Effective Time will automatically be converted into and become one fully paid and nonassessable share of Common Stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing the common stock of Merger Sub shall be converted, by virtue deemed for all purposes to represent the number of the Merger and without any action on the part of the holder thereof, into one share shares of common stock of the Surviving Corporation into which they were converted in accordance with the immediately preceding sentence. (the "Surviving Corporation b) Each Company Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the Share issued and outstanding capital stock immediately prior to the Effective Time, other than Treasury Shares and except for Dissenting Shares, and each unexercised Company Warrant issued and outstanding as of the Surviving Corporation Effective Time, will be cancelled and shall extinguished and automatically converted into the right to receive one of the following forms of consideration (on a per Company Common Share or Warrant Notional Common Share basis, the “Merger Consideration”): (i) for each Company Common Share with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (each, a “Share Election Share”), 3.7222 Parent Common Shares (the “Share Consideration”), and for each Company Warrant with respect to which a Share Election has been validly made and not revoked (each, “Share Election Warrant”), the Share Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant, in each case, which Parent Common Shares will be wholly owned duly authorized and validly issued in accordance with applicable Laws and the Parent Charter; (ii) for each Company Common Share with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (each, a “Mixed Election Share”), (A) cash in an amount (subject to applicable withholding Tax) equal to $34.75 and (B) 2.7874 Parent Common Shares (collectively, the “Mixed Consideration”), and for each Company Warrant with respect to which a Mixed Election has been validly made and not revoked (each, a “Mixed Election Warrant”), the Mixed Consideration in respect of the number of Warrant Notional Common Shares represented by Purchasersuch Company Warrant, in each case, which Parent Common Shares will be duly authorized and validly issued in accordance with applicable Laws and the Parent Charter; (iii) for each Company Common Share with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (each, a “Cash Election Share”), cash in an amount (subject to applicable withholding Tax) equal to $138.39 (the “Cash Consideration”), and for each Company Warrant with respect to which a Cash Election has been validly made and not revoked (each, a “Cash Election Warrant”), the Cash Consideration in respect of the number of Warrant Notional Common Shares represented by such Company Warrant; and (iv) for each Company Common Share (each, a “Non-Election Share”) or Company Warrant (each, a “Non-Election Warrant”), as applicable, that is not a Share Election Share, Share Election Warrant, Mixed Election Share, Mixed Election Warrant, or Cash Election Share or Cash Election Warrant, such Share Consideration and/or Cash Consideration as is determined in accordance with Section 3.5. (c) Each Parent Common Share issued and outstanding immediately prior to the Effective Time will remain issued and outstanding and will not be affected by the Merger. (d) Any shares of Notwithstanding anything to the contrary in this Agreement, all Company Stock Common Shares (if any) owned by Purchaser, Merger Sub the Company or any other wholly its wholly-owned subsidiaries Subsidiaries or by Parent or its wholly-owned Subsidiaries as of Purchaser immediately prior to the Merger shall Effective Time, other than those held in a fiduciary capacity (“Treasury Shares”), will automatically be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall will be delivered in exchange received therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Preferred Shares as determined will be treated in accordance with the MBCASection 3.7. Company Options and Company Restricted Shares will be treated in accordance with Section 3.8.

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, or the Company: (a) Subject to the provisions each share of this Agreement Company Stock issued and any applicable backup or other withholding requirements, each outstanding as of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to the Effective Time (except for other than (i) shares of Company Stock owned by Parent or the Company or any direct or indirect subsidiary of Parent or the Company; and (ii) Dissenting Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, (as defined in Section 1.9 hereof2.08)) shall be convertedshall, by virtue of the Merger and without any action on the part of the holder thereofCompany Stockholders, be cancelled and terminated as set forth below and converted into the right to receive a cash payment as specified in this Section 2.01. Shares of Company Preferred Stock as to which the Put Right has been exercised shall be cancelled and terminated as set forth below and converted into the right to receive the Redemption Price (without interest) in respect thereof and the holders of such shares shall not, in any manner, be entitled to receive any Milestone Payments (as hereinafter defined) and Earn Out Payments (as hereinafter defined). All other shares of Company Stock shall be cancelled and terminated as set forth below and, subject to the terms and conditions set forth herein, shall be converted into the right to receive a cash payment equal to the Per Share Amount (without interest) (as hereinafter defined), the Milestone Payments and the Earn Out Payments (such amounts payable in the manner and at such times as expressly set forth herein, it being understood that each holder of Company Preferred Stock with respect to which the Put Right has not been exercised, shall be entitled to receive, in exchange for such holder’s shares of Company Preferred Stock, the amount such holder would have received had such holder converted the Company Preferred Stock held by such holder into Company Common Stock immediately prior to the Effective Time) (the Per Share Amount, the Milestone Payments and the Earn Out Payments, together with the Preferred Stock Put Amount (as hereinafter defined), are referred to herein collectively as the “Merger Consideration”). Notwithstanding anything contained in Section 2.01(a) to the contrary and for the avoidance of doubt, (i) holders of shares of Company Preferred Stock, with respect to which the Put Right has not been exercised, shall have the right to receive (in lieu of the shares of Company Common Stock immediately theretofore receivable upon the conversion of such shares of Company Preferred Stock) such portion of the Merger Consideration (other than the Preferred Stock Put Amount) as may be issued or payable with respect to the number of outstanding shares of Company Common Stock equal to the number of shares of Company Common Stock into which the Company Preferred Stock may have been converted had the Merger not taken place, and (ii) no Merger Consideration shall be paid in respect of any shares of Company Preferred Stock (other than shares of Company Preferred Stock with respect to which the Put Right has been exercised) until the Preferred Stock Put Amount has been paid in full; (b) 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; (c) each share of common stock, par value $.01 per share, of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Company, except Surviving Corporation. The stock certificate evidencing shares of common stock of Merger Sub shall then evidence ownership of all of the right to receive outstanding shares of common stock of the Surviving Corporation; and (d) attached hereto as Schedule 2.01(d) is a schedule reflecting the amount of Merger Consideration for allocated to each holder of Company Share held by them or the rightStock, if so demanded, to receive payment from the Outstanding Company Options and Outstanding Company Warrants (as of the "fair value" of such Company Shares as date hereof in the Company’s transfer books) determined in accordance with the MBCA.terms hereof as if the Effective Time were the date hereof. The Company shall deliver to Parent at Closing a revised Schedule 2.01(d), which, among other things, shall be adjusted to reflect the exercise of the Put Right by some or all of the holders of Company Preferred Stock. At the Closing, Parent shall deliver (x) to the Equityholders’ Representative an amount equal to the sum of the Preferred Stock Put Amount plus the Initial Aggregate Amount (as hereinafter defined) pursuant to wire instructions of the Equityholders’ Representative, (y) to the Escrow Agent the Escrow Fund (excluding the Additional Escrow Amount) pursuant to wire instructions of the Escrow Agent and (z) to the Equityholders’ Representative an amount equal to the Reserve Account (as defined in Section 11.01(c) below). The payment of the sum of the Preferred Stock Put Amount plus the Initial Aggregate Amount (if any) by the Equityholders’ Representative to the Company Stockholders and the holders of Outstanding Company Options and Outstanding Company Warrants (collectively, the “Equityholders”) shall be made to the Equityholders in accordance with Schedule 2.01(d), as revised. The payment of the Escrow Fund by the Escrow Agent to the Equityholders’ Representative for subsequent distribution to the Equityholders shall be made pursuant and subject to the terms and conditions of the Escrow Agreement and to the Equityholders in accordance with Schedule 2.01(d), as revised. The following terms shall have the meanings set forth below:

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirementsAgreement, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to at the Effective Time (except for Company Shares to be cancelledTime, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, automatically by virtue of the Merger and without any action on the part of the holder thereof, into Parties or any shareholder of SSNF: (a) Each share of FBMS Common Stock that is issued and outstanding immediately prior to the right to receive such number of shares of Effective Time shall remain outstanding following the common stock, par value $.01 per share, of Purchaser (Effective Time and shall be unchanged by the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration")Merger. (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional Each share of Purchaser SSNF Common Stock pursuant to owned directly by FBMS, SSNF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the provisions hereof shall receive an amount in cash pursuant to Section 1.5(hlike for the benefit of customers or shares held as collateral for outstanding debt previously contracted) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger Effective Time shall be cancelled and retired at the Effective Time and shall cease to exist without any conversion thereof, and no Purchaser Stock or other consideration payment shall be delivered in exchange thereformade with respect thereto (the “SSNF Cancelled Shares”). (ec) On and after Notwithstanding anything in this Agreement to the Effective Timecontrary, holders of certificates representing all shares of Company SSNF Common Stock (the "Certificates") that are issued and outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders and which are held by a shareholder who did not vote in favor of the CompanyMerger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, except and who complies in all respects with, the provisions of Title 3, Subtitle 2 of the MGCL, shall not be converted into or be exchangeable for the right to receive the Merger Consideration for each Company Share held by them or (the right“Dissenting Shares”), if so demanded, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to receive payment from the Company of the "fair value" value of such Company Shares as determined shares in accordance with the MBCAapplicable provisions of the MGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the MGCL and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of SSNF Common Stock under the applicable provisions of the MGCL. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the MGCL, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SSNF shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SSNF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the MGCL and received by SSNF relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the MGCL. SSNF shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SSNF Common Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Subject to the allocation provisions of this Article II, each share of SSNF Stock (excluding Dissenting Shares and SSNF Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive the following: (i) a cash payment, without interest, in an amount equal to $27.00 (individually the “Per Share Cash Consideration”); or (ii) 0.93 (the “Exchange Ratio”) of a share of FBMS Common Stock, subject to adjustment as provided in Section 2.01(e) (the “Per Share Stock Consideration”). (e) If, between the date hereof and the Effective Time, the outstanding shares of SSNF Common Stock or FBMS Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, stock dividend, stock split, reverse stock split or similar change in capitalization, appropriate and proportionate adjustments shall be made to the Per Share Stock Consideration.

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to At the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be convertedTime, by virtue of the Merger and without any action on the part of any Party or the holders of the securities of SPAC, holders of the securities of the Company or holders of the securities of Merger Sub: (a) Each SPAC Unit issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereofthereof shall be deemed to hold one (1) SPAC Share and one-half of one (0.5) SPAC Warrant, into which underlying securities shall be converted in accordance with the right to receive such number applicable terms of shares of the common stock, par value $.01 per share, of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in this Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration")2.2. (b) No fractional shares of Purchaser Stock shall be Each SPAC Share issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock and outstanding immediately prior to the Merger Effective Time shall be convertedconverted automatically into the Per Share Consideration, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), following which shares of Surviving Corporation Common Stock all SPAC Shares shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall automatically be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time canceled and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after by virtue of the Effective Time, Merger. The holders of certificates representing shares of Company Stock (the "Certificates") SPAC Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as stockholders provided herein or under applicable Law. (c) Each Sponsor Share issued and outstanding immediately prior to the Effective Time shall be automatically converted into the Per Share Consideration, following which all Sponsor Shares shall automatically be canceled and shall cease to exist by virtue of the CompanyMerger. Sponsor shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (d) All rights with respect to SPAC Shares underlying SPAC Warrants shall be converted into rights with respect to Company Ordinary Shares and thereupon assumed by the right to receive Company. Accordingly, from and after the Merger Consideration for Effective Time: (i) each Company Share held SPAC Warrant assumed by them or the right, if so demanded, to receive payment from the Company may be exercised solely for Company Ordinary Shares; (ii) the number of Company Ordinary Shares subject to each SPAC Warrant assumed by the "fair value" Company shall be determined by multiplying (x) the number of SPAC Shares that were subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration, and rounding the resulting number down to the nearest whole number of Company Ordinary Shares; (iii) the per share exercise price for the Company Ordinary Shares issuable upon exercise of each SPAC Warrant assumed by the Company shall be determined by dividing (x) the exercise price per SPAC Share subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any SPAC Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such SPAC Warrant shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a SPAC Warrant, such SPAC Warrant assumed by the Company Shares as determined in accordance with this Section 2.2(f) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Ordinary Shares subsequent to the MBCAEffective Time; and (B) the Company Board or a committee thereof shall succeed the authority and responsibility, if any, of the SPAC Board or any committee thereof with respect to each SPAC Warrant assumed by the Company. (e) Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Company, which shall constitute the only outstanding share of capital stock of the Surviving Company.

Merger Consideration. Each issued and outstanding share of (ai) Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each Class A common stock of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into the right to receive such number of shares of the common stockCompany, par value $.01 0.0001 per share, of Purchaser share (the "Purchaser “Class A Common Stock"”) or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided and (ii) the "Merger Consideration"). (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of Class B common stock of the Surviving Corporation Company, par value $0.0001 per share (the "Surviving Corporation “Class B Common Stock"”) (with respect to both (i) and (ii) excluding any Shares granted in the form of restricted Shares, which shall be treated pursuant to Section 3.3(c)), which shares of Surviving Corporation (the Class A Common Stock shall constitute all of and the issued and outstanding capital stock of Class B Common Stock each a “Share” and, collectively, the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates"“Shares”) immediately prior to the Effective Time other than (A) Shares owned by Parent, Merger Sub or any other Affiliate (as used in this Agreement, the term “Affiliate” shall have the meanings provided in Rule 12b-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) of Parent that is directly or indirectly wholly owned by the ultimate parent of Parent, (B) Shares owned by the Company or any direct or indirect wholly owned Subsidiary of the Company (each of such Shares described in clauses (i) and (ii), an “Excluded Share” and collectively, the “Excluded Shares”) and (C) any Dissenting Shares, shall be converted into the right to receive an amount in cash equal to $315.00 (the “Per Share Merger Consideration”). At the Effective Time, all of the Shares (other than the Excluded Shares and the Dissenting Shares) shall cease to be outstanding, shall automatically be cancelled and shall cease to exist, and thereafter any Shares represented by a certificate representing such Shares (a “Certificate”) or otherwise if the Company does not then have any rights as stockholders certificated Shares, the applicable number of uncertificated Shares represented by book-entry (the Company“Book-Entry Shares”) (in each case, except other than the Excluded Shares and the Dissenting Shares) shall represent only the right to receive the Per Share Merger Consideration for each Company Share held by them or Consideration. For the rightpurposes of this Agreement, if so demandedthe term “Subsidiary” means, with respect to receive payment from the Company any Person, any other Person of which at least a majority of the "fair value" securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions is directly or indirectly owned or controlled by such Company Shares as determined in accordance with the MBCAPerson and/or by one or more of its Subsidiaries.

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to At the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be convertedTime, by virtue of the Merger and without any action on the part of any Party or the holders of the securities of SPAC, holders of the securities of the Company or holders of the securities of Merger Sub: (a) Each SPAC Unit issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereofthereof shall be deemed to hold one (1) SPAC Share and one-third of one (1/3) SPAC Warrant, into which underlying securities shall be converted in accordance with the right to receive such number applicable terms of shares of the common stock, par value $.01 per share, of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in this Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration")2.2. (b) No fractional shares of Purchaser Stock shall be Each SPAC Share issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock and outstanding immediately prior to the Merger Effective Time shall be convertedconverted automatically into the Per Share Consideration, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), following which shares of Surviving Corporation Common Stock all SPAC Shares shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall automatically be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time canceled and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after by virtue of the Effective Time, Merger. The holders of certificates representing shares of Company Stock (the "Certificates") SPAC Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares, except as stockholders provided herein or under applicable Law. (c) Each Sponsor Share issued and outstanding immediately prior to the Effective Time shall be automatically converted into the Per Share Consideration, following which all Sponsor Shares shall automatically be canceled and shall cease to exist by virtue of the CompanyMerger. Sponsor shall cease to have any rights with respect to such shares, except as provided herein or under applicable Law. (d) All rights with respect to SPAC Shares underlying SPAC Warrants shall be converted into rights with respect to Company Common Stock and thereupon assumed by the right to receive Company. Accordingly, from and after the Merger Consideration for Effective Time: (i) each Company Share held SPAC Warrant assumed by them or the right, if so demanded, to receive payment from the Company may be exercised solely for Company Common Stock; (ii) the number of shares of Company Common Stock subject to each SPAC Warrant assumed by the "fair value" Company shall be determined by multiplying (x) the number of SPAC Shares that were subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration; (iii) the per share exercise price for the Company Common Stock issuable upon exercise of each SPAC Warrant assumed by the Company shall be determined by dividing (x) the exercise price per SPAC Share subject to such SPAC Warrant, as in effect immediately prior to the Effective Time, by (y) the Per Share Consideration, and rounding the resulting exercise price up to the nearest whole cent; and (iv) any restriction on the exercise of any SPAC Warrant assumed by the Company shall continue in full force and effect and the term, exercisability, vesting schedule and other provisions of such SPAC Warrant shall otherwise remain unchanged; provided, however, that: (A) to the extent provided under the terms of a SPAC Warrant, such SPAC Warrant assumed by the Company Shares as determined in accordance with this Section 2.2(d) shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to Company Common Stock subsequent to the MBCAEffective Time; and (B) the Company Board or a committee thereof shall succeed the authority and responsibility, if any, of the SPAC Board or any committee thereof with respect to each SPAC Warrant assumed by the Company. (e) Each issued and outstanding share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Company, which shall constitute the only outstanding share of capital stock of the Surviving Company.

Merger Consideration. (a) Subject to the provisions of -------------------- this Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares (the "Company SharesBIG STUFF SHARES") of common stock, no par valuevalue per share, of the Company Big Stuff (the "Company StockBIG STUFF COMMON STOCK") outstanding immediately prior to as of the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, converted into the right to receive such number receive, and there shall be paid and issued as hereinafter provided, in exchange for the Big Stuff Shares, 415.584 shares (the "EXCHANGE RATIO") of shares of the common stockParent Common Stock, par value $.01 .0001 per shareshare ("PARENT COMMON STOCK"), of Purchaser (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of plus cash in lieu of any fractional share as hereinafter provided (the "Merger ConsiderationMERGER CONSIDERATION"). (b) . No fractional shares of Purchaser Parent Common Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of as a shareholder of PurchaserParent. In lieu thereof, any holder of Company Stock Person who would otherwise be entitled to a fractional share of Purchaser Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash pursuant equal to Section 1.5(h) hereof. the value of such fractional share. The value of such fractional share for purposes hereof shall be the product of such fraction multiplied by Five and 50/100 Dollars (c) $5.50). Each share of Big Stuff Common Stock held in the treasury of Big Stuff or by a wholly-owned subsidiary of Big Stuff shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, there shall be no further transfers on the stock transfer books of Web of any of the Web Shares outstanding prior to the Effective Time. Subject to the provisions of this Agreement, at the Effective Time, each share all the shares of Merger Sub Acquisition Subsidiary common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of the common stock of the Surviving Corporation (the "Surviving Corporation Common StockSURVIVING CORPORATION COMMON STOCK"), which shares one share of the Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by PurchaserCorporation. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined in accordance with the MBCA.

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares (the "Company SharesEDI SHARES") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into the right to receive such number of shares of the common stock, par value $.01 per share, of Purchaser EDI (the "Purchaser StockEDI COMMON STOCK"), as of the Effective Time shall be converted into the right to receive, and there shall be paid and issued as hereinafter provided, in exchange for each of the EDI Shares, 1.375 shares (the "EXCHANGE RATIO") or cashof the common stock of Bowm▇▇, without any interest thereon▇▇ated value $0.10 per share (the "BOWM▇▇ ▇▇▇CK"), together with the associated common stock purchase rights issued under the Bowm▇▇ ▇▇▇hts Agreement (as specified in Section 1.5 hereofhereinafter defined), subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger ConsiderationMERGER CONSIDERATION"). The Exchange Ratio shall be subject to appropriate adjustment in the event of a stock split, stock dividend or recapitalization after the date of this Agreement and prior to the Effective Time applicable to shares of the Bowm▇▇ ▇▇▇ck or the EDI Common Stock, or in the event of any issuance of Bowm▇▇ ▇▇▇ck or other securities of Bowm▇▇ ▇▇▇er the date of this Agreement and prior to the Effective Time resulting from the operation of the Bowm▇▇ ▇▇▇hts Agreement. (b) As of the Effective Time, by virtue of the Merger, each issued and outstanding share of the capital stock of Acquisition Subsidiary shall be converted into and become one fully paid and nonassessable share of common stock, par value $.01 per share, of the Surviving Corporation. (c) No fractional shares of Purchaser Stock Bowm▇▇ ▇▇▇ck shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of PurchaserBowm▇▇. In ▇▇ lieu thereof, any holder of Company Stock person who would otherwise be entitled to a fractional share of Purchaser Stock Bowm▇▇ ▇▇▇ck pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject equal to the provisions value of this Agreement, at such fractional share (rounded to the Effective Time, each nearest cent). The value of such fractional share shall be the product of Merger Sub common stock outstanding such fraction multiplied by an amount equal to the average closing price of Bowm▇▇ ▇▇▇ck on the American Stock Exchange for the ten trading days immediately prior to the Merger shall be converted, by virtue of third trading day preceding the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by PurchaserClosing Date. (d) Any shares Each share of Company EDI Common Stock owned held in the treasury of EDI or by Purchaser, Merger Sub or any other a wholly owned subsidiaries subsidiary of Purchaser immediately prior to the Merger EDI shall be cancelled and retired at canceled as of the Effective Time and shall cease to exist and no Purchaser Stock or other consideration Merger Consideration shall be delivered in exchange thereforpayable with respect thereto. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined in accordance with the MBCA.

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirementsAgreement, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to at the Effective Time (except for Company Shares to be cancelledTime, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, automatically by virtue of the Merger and without any action on the part of the holder thereof, into Parties or any shareholder of SSNF: (a) Each share of FBMS Common Stock that is issued and outstanding immediately prior to the right to receive such number of shares of Effective Time shall remain outstanding following the common stock, par value $.01 per share, of Purchaser (Effective Time and shall be unchanged by the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration")Merger. (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional Each share of Purchaser SSNF Common Stock pursuant to owned directly by FBMS, SSNF or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the provisions hereof shall receive an amount in cash pursuant to Section 1.5(hlike for the benefit of customers or shares held as collateral for outstanding debt previously contracted) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger Effective Time shall be cancelled and retired at the Effective Time and shall cease to exist without any conversion thereof, and no Purchaser Stock or other consideration payment shall be delivered in exchange thereformade with respect thereto (the "SSNF Cancelled Shares"). (ec) On and after Notwithstanding anything in this Agreement to the Effective Timecontrary, holders of certificates representing all shares of Company SSNF Common Stock (the "Certificates") that are issued and outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders and which are held by a shareholder who did not vote in favor of the CompanyMerger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, except and who complies in all respects with, the provisions of Title 3, Subtitle 2 of the MGCL, shall not be converted into or be exchangeable for the right to receive the Merger Consideration for each Company Share held by them or (the right"Dissenting Shares"), if so demanded, but instead the holder of such Dissenting Shares (hereinafter called a "Dissenting Shareholder") shall be entitled to receive payment from the Company of the "fair value" value of such Company Shares as determined shares in accordance with the MBCAapplicable provisions of the MGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the MGCL and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder's right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of SSNF Common Stock under the applicable provisions of the MGCL. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder's dissenter's rights under the applicable provisions of the MGCL, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. SSNF shall give FBMS (i) prompt notice of any written notices to exercise dissenters' rights in respect of any shares of SSNF Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the MGCL and received by SSNF relating to dissenters' rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the MGCL. SSNF shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SSNF Common Stock for which dissenters' rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder's Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Subject to the allocation provisions of this Article II, each share of SSNF Stock (excluding Dissenting Shares and SSNF Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive the following: (i) a cash payment, without interest, in an amount equal to $27.00 (individually the "Per Share Cash Consideration"); or (ii) 0.93 (the "Exchange Ratio") of a share of FBMS Common Stock, subject to adjustment as provided in Section 2.01 (e) (the "

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirementsAgreement, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to at the Effective Time (except for Company Shares to be cancelledTime, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, automatically by virtue of the Merger and without any action on the part of the holder thereof, into Parties or any shareholder of LBC: (a) Each share of CBAN Common Stock that is issued and outstanding immediately prior to the right to receive such number of shares of Effective Time shall remain outstanding following the common stock, par value $.01 per share, of Purchaser (Effective Time and shall be unchanged by the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration")Merger. (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional Each share of Purchaser LBC Common Stock pursuant to owned directly by CBAN, LBC or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the provisions hereof shall receive an amount in cash pursuant to Section 1.5(hlike for the benefit of customers or shares held as collateral for outstanding debt previously contracted) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger Effective Time shall be cancelled and retired at the Effective Time and shall cease to exist without any conversion thereof, and no Purchaser Stock or other consideration payment shall be delivered in exchange thereformade with respect thereto (the “LBC Cancelled Shares”). (ec) On and after Notwithstanding anything in this Agreement to the Effective Timecontrary, holders of certificates representing all shares of Company LBC Common Stock (the "Certificates") that are issued and outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders and which are held by a shareholder who did not vote in favor of the CompanyMerger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, except and who complies in all respects with, the provisions of Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration for each Company Share held by them or (the right“Dissenting Shares”), if so demanded, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to receive payment from the Company of the "fair value" value of such Company Shares as determined shares in accordance with the MBCAapplicable provisions of the GBCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the GBCC and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of LBC Common Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. LBC shall give CBAN (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of LBC Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by LBC relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. LBC shall not, except with the prior written consent of CBAN, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of LBC Common Stock for which dissenters’ rights have been perfected shall be returned to CBAN upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Subject to the allocation provisions of this Article II, each share of LBC Stock (excluding Dissenting Shares and LBC Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive the following: (i) a cash payment, without interest, in an amount equal to $23.50 (individually the “Per Share Cash Consideration”); or (ii) 1.3239 (the “Exchange Ratio”) of a share of CBAN Common Stock, subject to adjustment as provided in Section 2.01(e) (the “Per Share Stock Consideration”). (e) If, between the date hereof and the Effective Time, the outstanding shares of LBC Common Stock or CBAN Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, stock dividend, stock split, reverse stock split or similar change in capitalization, appropriate and proportionate adjustments shall be made to the Per Share Stock Consideration. In all cases, at least 50% of the Merger Consideration shall be in the form of CBAN Common Stock.

Merger Consideration. Each Ordinary Share (aas defined below) Subject to the provisions of this Agreement issued and any applicable backup or other withholding requirements, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to the Effective Time (except for Company Shares to be cancelledother than the Excluded Shares, as set forth in Section 1.3(d) and the Dissenting Shares, as defined in Section 1.9 hereofthe Ordinary Shares represented by ADSs, and any Company Restricted Share Unit Award) shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into cancelled in exchange for the right to receive such number of shares of the common stock, par value $.01 US$0.20 per share, of Purchaser Ordinary Share in cash without interest (the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "“Per Share Merger Consideration"”). . Each American Depositary Share, representing ten (b10) No fractional shares of Purchaser Stock shall be issued pursuant to Ordinary Shares (each, an “ADS” or collectively, the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"“ADSs”), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time (other than the ADSs representing the Excluded Shares), together with each Ordinary Share represented by such ADSs, shall be cancelled and cease to exist in exchange for the right to receive US$2.00 per ADS without interest (the “Per ADS Merger Consideration”), pursuant to the terms and conditions set forth in this Agreement and the Deposit Agreement, and in the event of any conflict between this Agreement and the Deposit Agreement, this Agreement shall prevail. At the Effective Time, all of the Ordinary Shares that have been cancelled in exchange for a right to receive the Per Share Merger Consideration as provided in this Section 2.1(a) shall no longer be outstanding, shall be cancelled and extinguished and shall cease to exist, and each former holder of Ordinary Shares (other than the Excluded Shares and the Dissenting Shares) that were outstanding immediately prior to the Effective Time will cease to have any rights as stockholders of the Companywith respect to such Ordinary Shares, except for the right to receive the Per Share Merger Consideration for each Company Share held by them or the right, if so demandedwithout interest, to receive payment from the Company of the "fair value" of such Company Shares as determined be paid in consideration therefor in accordance with this Article II. At the MBCA.Effective Time, all of the ADSs that have been cancelled in exchange for a right to receive the Per ADS Merger Consideration as provided in this Section 2.1(a) shall no longer be outstanding, shall be cancelled and extinguished and shall cease to exist, and each former holder of ADSs (other than ADSs representing the Excluded Shares) that were outstanding immediately prior to the Effective Time will cease to have any rights with respect to such ADSs, except for the right to receive the Per ADS Merger Consideration without interest, to be paid in consideration therefor in accordance with this Article II;

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirementsAgreement, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to at the Effective Time (except for Company Shares to be cancelledTime, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, automatically by virtue of the Merger and without any action on the part of the holder thereof, into Parties or any shareholder of FPB: (a) Each share of FBMS Common Stock that is issued and outstanding immediately prior to the right to receive such number of shares of Effective Time shall remain outstanding following the common stock, par value $.01 per share, of Purchaser (Effective Time and shall be unchanged by the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration")Merger. (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional Each share of Purchaser FPB Common Stock pursuant to owned directly by FBMS, FPB or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the provisions hereof shall receive an amount in cash pursuant to Section 1.5(hlike for the benefit of customers or shares held as collateral for outstanding debt previously contracted) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger Effective Time shall be cancelled and retired at the Effective Time and shall cease to exist without any conversion thereof, and no Purchaser Stock or other consideration payment shall be delivered in exchange thereformade with respect thereto (the “FPB Cancelled Shares”). (ec) On and after Notwithstanding anything in this Agreement to the Effective Timecontrary, holders of certificates representing all shares of Company FPB Common Stock (the "Certificates") that are issued and outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders and which are held by a shareholder who did not vote in favor of the CompanyMerger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, except and who complies in all respects with, the provisions of Title 12, Part 13 of the LBCA, shall not be converted into or be exchangeable for the right to receive the Merger Consideration for each Company Share held by them or (the right“Dissenting Shares”), if so demanded, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to receive payment from the Company of the "fair value" value of such Company Shares as determined shares in accordance with the MBCAapplicable provisions of the LBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the LBCA and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of FPB Common Stock under the applicable provisions of the LBCA. If any Dissenting Shareholder shall fail to perfect or effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the LBCA, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for the right to receive the Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. FPB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of FPB Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the LBCA and received by FPB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the LBCA. FPB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of FPB Common Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (d) Each share of FPB Stock (excluding Dissenting Shares and FPB Cancelled Shares) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive 0.83 (the “Exchange Ratio”) of a share of FBMS Common Stock (the “Merger Consideration”). The Exchange Ratio is subject to adjustment as set forth below: (i) if the Measurement Price (as defined below) is greater than $43.39 per share, then the Exchange Ratio shall be adjusted to equal the quotient (rounded to the nearest ten thousandth of a share) obtained by dividing $36.01 by the Measurement Price; and (ii) if the Measurement Price is less than $34.61 per share, then the Exchange Ratio shall be adjusted to equal the quotient (rounded to the nearest ten thousandth of a share) obtained by dividing $28.73 by the Measurement Price, subject in each case to the Parties’ respective rights to terminate the Agreement pursuant to Section 7.01(i). As used in this Agreement, the term “Measurement Price” means the average closing price of a share of FBMS Common Stock on the NASDAQ Global Select Market over the ten (10) trading days ending five (5) Business Days immediately prior to the Closing Date.

Merger Consideration. (a) Subject The Merger Consideration, consisting of the total purchase price payable to the provisions Stockholders and the LM Holders in connection with the acquisition by merger of this Agreement Boxing, shall be delivered and any applicable backup or shall consist exclusively of: (i) Upon the Merger Closing, with respect to the shares of Boxing Common Stock other withholding requirementsthan the DiLorenzo Big Content Shares, each the Stockholders shall receive that num▇▇▇ ▇▇ ▇▇wly issued shares of Series B Convertible Preferred Stock, par value $0.01 per share, of the issued shares Acquiror (the "Company SharesSeries B Stock") that convert into an aggregate of 39,975,137 (the "Series B Conversion Number") shares of common stock, no $0.01 par valuevalue per share, of the Company Acquiror (the "Company Acquiror Common Stock"). The Series B Stock shall be convertible into shares of Acquiror Common Stock in accordance with the terms of, and the Series B Stock shall have those rights, preferences and designations set forth in, that certain Certificate of Designation, Preferences and Rights of Series B Convertible Preferred Stock (the "Series B Certificate of Designation"), a true and correct copy of which is attached hereto and made a part hereof as Exhibit 1.3(a)(i) outstanding immediately and which will be duly authorized, approved and filed with the State of Delaware by Acquiror prior to the Effective Time Time. The Series B Stock together with the Post-Merger Shares (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof1.3(a)(iv), if any, are referred to herein as the "Stockholders Merger Consideration." (ii) Upon the Merger Closing, DiLorenzo, with respect to the DiLorenzo Big Content Shares, and the ▇▇ ▇▇▇▇▇▇s shall receive that n▇▇▇▇▇ ▇▇ newly issued shares of Series C Convertible Redeemable Preferred Stock, par value $0.01 per share, of the Acquiror (the "Series C Stock") that convert into an aggregate of 2,792,210 shares of the Acquiror Common Stock (the "Big Content Merger Consideration"). The Series C Stock shall be convertedconvertible into shares of Acquiror Common Stock and shall be redeemable by Acquiror in accordance with the terms of, and the Series C Stock shall have those rights, preferences and designations set forth in, that certain Certificate of Designation, Preferences and Rights of Series C Convertible Redeemable Preferred Stock (the "Series C Certificate of Designation" and, together with the Series B Certificate of Designation, the "Certificates of Designation"), a true and correct copy of which is attached hereto and made a part hereof as Exhibit 1.3(a)(ii) and which will be duly authorized, approved and filed with the State of Delaware by virtue Acquiror prior to the Effective Time. (iii) Upon the Merger Closing, the LM Holders shall receive a warrant (the "LM Warrant") to purchase an aggregate of 1,000,000 shares of Acquiror Common Stock with a per share exercise price equal to the average closing bid price of the Acquiror Common Stock during the ten (10) trading days immediately preceding the Merger Closing. The Series C Stock received by the LM Holders and without any action on the part LM Warrant are referred to herein as the "LM Merger Consideration." The Stockholders Merger Consideration, the Series C Stock received by DiLorenzo and the LM Merger Consideration are referred to collectivel▇ ▇▇▇▇▇▇ as the "Merger Consideration." (iv) Within 30 days following the Merger Closing, if Acquiror has not received net proceeds from the Second Acquiror Financing (as defined in Section 1.4(b)) of $500,000, for each one dollar ($1.00) less than such amount, Acquiror shall deliver to the holder thereofStockholders, pro rata in accordance with their ownership of Acquiror, an aggregate of thirty-nine (39) shares of Acquiror Common Stock or preferred stock convertible into the right to receive such number of shares of the common stockAcquiror Common Stock. Such shares, par value $.01 per sharein aggregate, of Purchaser (shall be referred to herein as the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Post-Merger Shares" and shall be additional Stockholders Merger Consideration"). (b) No fractional shares It is intended that the delivery of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle Consideration shall qualify as a tax-free exchange under the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereofCode. (c) Subject to The Series B Stock, the provisions Series C Stock and (i) if issued, the shares of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue Acquiror Common Stock issued upon conversion of the Merger Series B Stock and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Series C Stock (the "CertificatesConversion Shares"), (ii) immediately prior if issued to the Effective Time shall cease Stockholders, the Post-Merger Shares and (iii) the shares of Acquiror Common Stock issued to have any rights as stockholders the LM Holders upon exercise of the CompanyLM Warrant, shall be fully paid and non-assessable and shall be free and clear of all liens, levies and encumbrances, except that such shares shall be "restricted securities" pursuant to Rule 144 promulgated under the right to receive Securities Act of 1933, as amended (the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company "Securities Act"). All of the shares of capital stock issued or issuable to the Stockholders and the LM Holders are referred to herein collectively as the "fair value" of such Company Shares as determined in accordance with the MBCAMerger Shares."

Merger Consideration. (a) Subject The aggregate consideration to the provisions of this Agreement and any applicable backup or other withholding requirements, each of the issued shares (the "Company Shares") of common stock, no par value, be paid by Parent for all of the Company (the "Shares and Company Stock") Warrants outstanding immediately prior to the First Effective Time shall be: (except for Company Shares to be cancelled, as set forth in Section 1.3(di) and Dissenting Shares, as defined in Section 1.9 hereof(A) shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into the right to receive such number of 128,711,400 shares of the common stock, par value $.01 per share, of Purchaser Parent Capital Stock (the "Purchaser Stock"“Total Stock Consideration”), minus (B) or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided the Total Award Stock Consideration (the "Merger “Stock Consideration"”), and (ii) 2,893,731 Parent Consideration Warrants collectively exercisable for 2,893,731 shares of Parent Class A Common Stock (the “Warrant Consideration”). (b) No fractional The Stock Consideration shall be comprised entirely of shares of Purchaser Parent Class A Common Stock (the “Class A Common Payment Shares”); provided, however, that in the event that the Class A Common Payment Shares, when taken together with the number of shares of Parent Class A Common Stock issuable upon the exercise of Assumed Options and the number of shares of Parent Class A Common Stock issuable upon the settlement of Assumed RSUs (the “Total Award Stock Consideration”), represent a number of shares equal to more than 19.9% of the outstanding shares of Parent Common Stock or more than 19.9% of the voting power of Parent, in each case, as of immediately prior to the First Effective Time (such maximum number of whole shares, the “Parent Common Stock Consideration Cap”), then the Stock Consideration shall be issued pursuant comprised of (i) a number of Class A Common Payment Shares equal to the Merger nor will any fractional share interest involved entitle Parent Common Stock Consideration Cap and (ii) a number of shares of Parent Convertible Preferred Stock (the holder thereof “Convertible Preferred Payment Shares”) equal to vote(A) (x) the Total Stock Consideration, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereofminus (y) the Parent Common Stock Consideration Cap, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(hdivided by (B) hereof100. (c) Subject to The Class A Common Payment Shares, the provisions of this Agreement, at Convertible Preferred Payment Shares and the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger Parent Consideration Warrants shall be converted, by virtue of allocated among the Merger Company Shareholders and without any action on the part of Company Warrantholder in accordance with the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by PurchaserFinal Consideration Spreadsheet. (d) Any Each share of Parent Convertible Preferred Stock shall be convertible into 100 shares of Company Parent Class A Common Stock, in each case, subject to adjustment pursuant to the terms of the Certificate of Designation and subject to and contingent upon the affirmative vote of the holders of a majority of the voting power of the shares of Parent Class A Common Stock owned by Purchaserand Parent Class B Common Stock, Merger Sub voting together as a single class, present or duly represented at the Parent Stockholders Meeting (or any other wholly owned subsidiaries meeting of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders of Parent) to approve the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined in accordance with the MBCAParent Stockholder Proposals.

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirements, each of the ten (10) issued and outstanding voting shares (the "“Company Shares"”) of common stock, no par valuevalue $.001 per share, of the Company (the "“Company Stock") outstanding immediately prior to ”), as of the Effective Time (except for Company Shares to be cancelled, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, converted into the right to receive such number of shares receive, and there shall be paid and issued as hereinafter provided, in exchange for all of the Company Shares, common stockstock of Purchaser with an aggregate value of $33,000,000, par value $.01 0.10 per share, of Purchaser fully paid, non-assessable and freely transferable, subject to applicable securities laws (the "“Purchaser Stock") or cash”), without any interest thereonvalued at $35.35 per share, as specified in Section 1.5 hereofpayable to Seller, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "“Merger Consideration"”). (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder stockholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h1.7(b) hereof. (c) Each share of Company Stock held in the treasury of the Company or by a wholly owned Subsidiary of the Company shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereof. (d) Subject to the provisions of this Agreement, at the Effective Time, each share the 1,000 shares of Merger Sub common stock outstanding and entitled to vote immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of the common stock of the Surviving Corporation (the "“Surviving Corporation Common Stock"”), which shares one share of the Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined in accordance with the MBCA.

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirementsAgreement, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to at the Effective Time (except for Company Shares to be cancelledTime, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, automatically by virtue of the Merger and without any action on the part of the holder thereof, into Parties or any shareholder of FFB: (a) Each share of FBMS Common Stock that is issued and outstanding immediately prior to the right to receive such number of shares of Effective Time shall remain outstanding following the common stock, par value $.01 per share, of Purchaser (Effective Time and shall be unchanged by the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration")Merger. (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional Each share of Purchaser FFB Common Stock pursuant to owned directly by FBMS, FFB or any of their respective Subsidiaries (other than shares in trust accounts, managed accounts and the provisions hereof shall receive an amount in cash pursuant to Section 1.5(hlike for the benefit of customers or shares held as collateral for outstanding debt previously contracted) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto (the “FFB Cancelled Shares”). (c) Notwithstanding anything in this Agreement to the contrary, all shares of FFB Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote to approve the Merger Agreement (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Section 607.1301 et seq. of the FBCA (such shares, “Dissenting Shares” and such shareholders “Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead the Dissenting Shareholder shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of the FBCA (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and no Purchaser such Dissenting Shareholder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the FBCA and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such Holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of FFB Common Stock under the applicable provisions of the FBCA. If any Dissenting Shareholder shall fail to perfect or other consideration effectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the FBCA, each such Dissenting Share shall be delivered deemed to have been converted into and to have become exchangeable for the right to receive the Merger Consideration, without any interest thereon, in exchange thereforaccordance with the applicable provisions of this Agreement. FFB shall give FBMS (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of FFB Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the FBCA and received by FFB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the FBCA. FFB shall not, except with the prior written consent of FBMS, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of FFB Common Stock for which dissenters’ rights have been perfected shall be returned to FBMS upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s Merger Consideration, such excess amount shall not reduce the amount of Merger Consideration paid to other Holders. (ed) On and after the Effective Time, holders Each share of certificates representing shares of Company FFB Common Stock (the "Certificates"excluding Dissenting Shares and FFB Cancelled Shares) immediately prior to issued and outstanding at the Effective Time shall cease to have any rights as stockholders be outstanding and shall be converted, in accordance with the terms of the Companythis Article II, except into and exchanged for the right to receive (i) $5.20 in cash, (the Merger Consideration for each Company “Per Share held by them or Cash Consideration”) and (ii) 0.2570 of a share of FBMS Common Stock (the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined in accordance with the MBCA“Per Share Stock Consideration”).

Merger Consideration. (a) Subject to the provisions of this Agreement and any applicable backup or other withholding requirementsAgreement, each of the issued shares (the "Company Shares") of common stock, no par value, of the Company (the "Company Stock") outstanding immediately prior to at the Effective Time (except for Company Shares to be cancelledDate, as set forth in Section 1.3(d) and Dissenting Shares, as defined in Section 1.9 hereof) shall be converted, automatically by virtue of the Merger and without any action on the part of the holder thereof, into Parties or any shareholder of CBB: (a) Each share of SSB Common Stock that is issued and outstanding immediately prior to the right to receive such number of shares of Effective Date shall remain issued and outstanding following the common stock, par value $.01 per share, of Purchaser (Effective Date and shall be unchanged by the "Purchaser Stock") or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration")Merger. (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional Each share of Purchaser CBB Common Stock pursuant to owned directly by SSB, CBB, or any of their respective wholly owned Subsidiaries (other than shares in trust accounts, managed accounts, and the provisions hereof shall receive an amount in cash pursuant to Section 1.5(hlike for the benefit of customers or shares held as collateral for outstanding debt previously contracted) hereof. (c) Subject to the provisions of this Agreement, at the Effective Time, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Common Stock shall constitute all of the issued and outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger Effective Date shall be cancelled and retired at the Effective Time and shall cease to exist Date without any conversion thereof, and no Purchaser Stock or other consideration payment shall be delivered in exchange thereformade with respect thereto (the “CBB Cancelled Shares”). (ec) On and after Notwithstanding anything in this Agreement to the Effective Timecontrary, holders of certificates representing all shares of Company CBB Common Stock (the "Certificates") that are issued and outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders Date and which are held by a shareholder who did not vote in favor of the CompanyMerger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, except and who complies in all respects with, the provisions of Title 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Merger Consideration for each Company Share held by them or (the right“Dissenting Shares”), if so demanded, but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to receive payment from the Company of the "fair value" value of such Company Shares as determined shares in accordance with the MBCAapplicable provisions of the GBCC (and at the Effective Date, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist and such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the applicable provisions of the GBCC and this Section 3.1(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn, revoked, waived or lost rights to demand or receive, the fair value of such shares of CBB Common Stock under the applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or effectively withdraw, revoke, waive or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, each such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for the right to receive the Stock Consideration (as defined below), without any interest thereon, in accordance with the applicable provisions of this Agreement. CBB shall give SSB (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of CBB Common Stock, attempted withdrawals of such notices and any other instruments served pursuant to the GBCC and received by CBB relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. CBB shall not, except with the prior written consent of SSB, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article 3 to pay for shares of CBB Common Stock for which dissenters’ rights have been perfected shall be returned to SSB upon demand. (d) Subject to Section 3.1(c), Section 3.3 regarding proration and Section 3.6 regarding fractional shares, each share of CBB Common Stock (excluding Dissenting Shares and CBB Cancelled Shares) issued and outstanding at the Effective Date shall cease to be outstanding and shall be converted, in accordance with the terms of this Article 3, into and exchanged for the right to receive either of the following forms of consideration (the “Merger Consideration”): (i) for each one (1) share of CBB Common Stock the right to receive from SSB 1.550 shares of SSB Common Stock (the “Exchange Ratio”), validly issued, fully paid and nonassessable (the “Stock Consideration”); or (ii) for each one (1) share of CBB Common Stock with respect to which a Cash Election (as defined herein) has been validly made and not revoked pursuant to Section 3.3 (the “Cash Election Shares”), the right to receive in cash from SSB an amount equal to $45.63 (the “Cash Consideration”); and (iii) unless a Cash Election for shares of CBB Common Stock has been validly made and not revoked, the shares of CBB Common Stock will receive the Stock Consideration. Subject to Sections 3.2 and 3.3 below, no more than ten percent (10%) of the shares of CBB Common Stock outstanding at the Effective Date shall receive the Cash Consideration (the “Maximum Cash Consideration”). (e) If, between the date hereof and the Effective Date, the outstanding shares of CBB Common Stock or SSB Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, stock dividend, stock split, reverse stock split or similar change in capitalization, appropriate and proportionate adjustments shall be made to the Exchange Ratio and Cash Consideration. For purposes of clarity, the Exchange Ratio and Cash Consideration are based on the number of outstanding shares of CBB Common Stock set forth in Section 5.2 and any change to such number of outstanding shares will result in an appropriate adjustment to the Exchange Ratio and Cash Consideration.

Merger Consideration. (a) Subject to At the provisions of this Agreement and any applicable backup or other withholding requirementsEffective Time, each share of the issued shares (the "Company Shares") of common stockCorporation's Series A Preferred Stock, no par value, of the Company (the "Company Stock") issued and outstanding immediately prior to the Effective Time Time, will, by virtue of the Merger and without further action on the part of any holder thereof, be converted into the right to receive $ 0.0002 per share, each share of the Corporation's Series B Preferred Stock, no par value, issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of any holder thereof, be converted into the right to receive $ 0.0003 per share, each share of the Corporation's Series C Preferred Stock, no par value, issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of any holder thereof, be converted into the right to receive $ 0.0003 per share, each share of the Corporation's Series D Preferred Stock, no par value, issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of any holder thereof, be converted into the right to receive $ 0.0011 per share, and each share of the Corporation's Series E Preferred Stock, no par value, issued and outstanding immediately prior to the Effective Time, will, by virtue of the Merger and without further action on the part of any holder thereof, be converted into the right to receive $ 0.0019 per share. (except for Company Shares to be cancelled, as set forth in Section 1.3(db) and Dissenting Shares, as defined in Section 1.9 hereof) shall be convertedAt the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the holder thereof, into the right to receive such number of shares of the common stock, par value $.01 per share, of Purchaser (the "Purchaser Stock") Company or cash, without any interest thereon, as specified in Section 1.5 hereof, subject to payment of cash in lieu of any fractional share as hereinafter provided (the "Merger Consideration"). (b) No fractional shares of Purchaser Stock shall be issued pursuant to the Merger nor will any fractional share interest involved entitle the holder thereof to vote, to receive dividends or to exercise any other rights of a shareholder of Purchaser. In lieu thereof, any holder of Company Stock who would otherwise be entitled to a fractional share of Purchaser Stock pursuant to the provisions hereof shall receive an amount in cash pursuant to Section 1.5(h) hereof. (c) Subject to the provisions of this Agreement, at the Effective TimeShareholders, each share of Merger Sub common stock outstanding immediately prior to the Merger shall be converted, by virtue of the Merger and without any action on the part of the holder thereof, into one share of common stock of the Surviving Corporation (the "Surviving Corporation Common Stock"), which shares of Surviving Corporation Company Common Stock shall constitute all of the issued and each Company Option outstanding capital stock of the Surviving Corporation and shall be wholly owned by Purchaser. (d) Any shares of Company Stock owned by Purchaser, Merger Sub or any other wholly owned subsidiaries of Purchaser immediately prior to the Merger shall be cancelled and retired at the Effective Time and shall cease to exist and no Purchaser Stock or other consideration shall be delivered in exchange therefor. (e) On and after the Effective Time, holders of certificates representing shares of Company Stock (the "Certificates") immediately prior to the Effective Time shall cease be canceled and extinguished without any conversion thereof and no payment or distribution shall be made with respect thereto (subject to have any dissenters' rights as stockholders of the Company, except the right to receive the Merger Consideration for each Company Share held by them or the right, if so demanded, to receive payment from the Company of the "fair value" of such Company Shares as determined properly exercised in accordance with the MBCACGCL); (c) each share of Company Stock held in the treasury of the Company shall 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 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, no par value, 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.