Common use of Merger Consideration Clause in Contracts

Merger Consideration. After the Effective Time, and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Merger Consideration. After (a) At the Effective Time, by virtue of the Merger and upon delivery without any action on the part of Parent, Buyer, Seller or the holders of the following securities: (i) each Seller Common Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests Effective Time shall be converted into the right to receive $10.35 in accordance with cash as adjusted pursuant to Section 2.1(b1.7(c) ("Common Merger Consideration"), without interest thereon, upon surrender of the certificate formerly representing such Share; and (ii) each Seller Preferred Share (as defined in Section 2.3(a)) issued and outstanding immediately prior to the Effective Time (other than Seller Preferred Shares held by Parent, Buyer or any wholly-owned Subsidiary of Parent or Buyer, which shares by virtue of the Merger and without any action The Preferred Merger Consideration, together with the Common Merger Consideration, is hereinafter referred to as the "Merger Consideration." (b) Each outstanding Seller Option (as defined in Section 2.3(b)) shall be subject to the terms of this Agreement. As of the Transmittal Letter Effective Time, each outstanding Seller Option, whether or not then vested or exercisable, shall have the expiration date thereof accelerated to the Closing Date, and Seller shall use its reasonable best efforts to cause each such other documents as may reasonably Seller Option to be required by converted into the Exchange Agent, the holder of such Book-Entry Interests shall be entitled right to receive in exchange therefor, and from the Exchange Agent shall be required Surviving Company an amount of cash equal to deliver to each such holder, the product of (i) the number of Braves Seller Common Shares and an amount in cash that such holder is entitled subject to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), Seller Option and (ii) any cash in lieu the excess, if any, of fractional the Common Merger Consideration over the exercise price per Seller Common Share of such option (the "Option Consideration"). Each outstanding agreement for the issuance of warrants ("Warrants") and the shares which would be issuable upon the holder has exercise of such warrants (such shares, "Warrant Shares") shall be subject to the terms of this Agreement. Seller shall use its reasonable best efforts to cause each Warrant to be converted into the right to receive from the Surviving Company an amount of cash equal to the product of (i) the number of Warrant Shares and (ii) the excess, if any, of the Common Merger Consideration over the exercise price per Warrant Share of such Warrants (the "Warrant Consideration"). Prior to the Effective Time, Seller shall take all steps necessary to give written notice to each holder of a Seller Option and Warrant that all Seller Options and Warrants shall expire effective as of the Effective Time and be converted into the right to receive the Option Consideration or Warrant Consideration, as the case may be. The Surviving Company shall cause the Paying Agent (as defined below) to pay each holder of Seller Options and Warrants, promptly following the Effective Time, the Option Consideration or Warrant Consideration, as the case may be, for all Seller Options and of Warrant Shares held by such holder. The Seller Board or any committee thereof responsible for the administration of Seller's stock option plans or warrant plans shall take any and all action necessary to effectuate the matters described in this Section 1.7(b) on or before the Effective Time. Any amounts payable pursuant to this Section 2.1(e1.7(b) shall be subject to any required withholding of taxes and shall be paid without interest. Parent agrees to provide the Surviving Company with sufficient funds to permit the Surviving Company to satisfy its obligations under this Section 1.7(b). (c) The Common Merger Consideration shall be decreased to the extent and in the circumstances described in Section 5.3 (a)(ii)(y) and (z), Section 5.3(c), Section 5.3(d), the last sentence of Section 5.8 or the last sentence of Section 6.2(f). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Common Merger Consideration issued shall be increased by an amount (the "Closing Adjustment Amount") equal to: 50% of (i) consolidated cash, cash equivalents and paid marketable securities (valued equal to their market value) of Seller and the cash portion of the Merger Consideration paid its Subsidiaries, determined by Ernst & Young, LLP in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of YankeesGAAP, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer as of the Book-Entry Interests are presented close of business on the fifth business day prior to Closing (the "Measurement Date") minus (ii) consolidated cash, cash equivalents and marketable securities (valued equal to their market value) of Seller and its Subsidiaries, determined by Ernst & Young LLP in accordance with GAAP, as of June 30, 1999; minus (iii) the aggregate proceeds received by Seller and its Subsidiaries during the period after June 30, 1999 and on or prior to the Exchange Agent, in Measurement Date of (x) any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer sales or other similar Taxes required by reason dispositions of the transfer assets of Yankees Shares Seller or the payment any of the applicable cash portion its Subsidiaries, (y) any incurrence of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity indebtedness or other entity non-equity financing by Seller or any of its Subsidiaries or (z) any kind or nature.issuances of equity interests by Seller or

Merger Consideration. After the Effective Time, and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holderholder (subject to Section 2.1(g)), (i) the number of Braves NASDAQ OMX Shares and ICE Shares and an amount in cash in respect of the aggregate Merger Consideration that such holder is entitled to receive pursuant to Section 1.6(a)(i1.5(a)(i) (after taking into account all Yankees NYSE Euronext Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Stock Consideration issued and paid and the cash portion of the Merger Cash Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees NYSE Euronext Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees NYSE Euronext Shares. In the event of a transfer of ownership of any Yankees NYSE Euronext Shares that is not registered in the transfer records of YankeesNYSE Euronext, the proper number of Braves NASDAQ OMX Shares, ICE Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees NASDAQ OMX Shares or ICE Shares or the payment of the applicable cash portion of the Merger Cash Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves NASDAQ OMX and ICE or the Exchange Agent that such Tax has been paid or is not applicable. The Braves NASDAQ OMX Shares and ICE Shares constituting the stock portion of NASDAQ OMX Stock Consideration and the Merger ICE Stock Consideration, respectively, at BravesNASDAQ OMX and ICE’s option, as the case may be, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Merger Consideration. After (a) Subject to the provisions of Section 1.3(d) and Section 1.4(a) hereafter, the Merger Consideration, consisting of the total purchase price payable to the eNexi Stockholders in connection with the acquisition by merger of eNexi, shall be delivered and shall consist exclusively of newly issued shares of Series A Convertible Preferred Stock, $.001 par value per share, of Acquiror (the "Preferred Shares") that convert into that number of shares of Acquiror Common Stock as are equal to the shares of eNexi Common Stock outstanding as of the Effective Time, and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required Time multiplied by the Exchange AgentRate, rounded up to the holder nearest whole number of such Book-Entry Interests shares. The Preferred Shares shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number convertible into shares of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu Common Stock of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid Acquiror in accordance with the terms of, and the Preferred Shares shall have those rights, preferences and designations set forth in, that certain Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock (the "Certificate Of Designation"), a true and correct copy of which is attached hereto and made a part hereof as Exhibit 1.3(a). (b) The Merger Consideration shall be allocated among the eNexi Stockholders in the proportion of their share ownership of the outstanding shares of eNexi Common Stock at the Closing as set forth on Exhibit 1.3(b). It is intended that the delivery of the Merger Consideration shall qualify as a tax-free exchange under the Code. (c) Subject to Section 1.6(a)(i) 1.4, the Preferred Shares to be delivered at the Closing shall be fully paid and this Section 2.1(c) upon conversion non-assessable and shall be free and clear of any Yankees Shares (including any cash paid in lieu of fractional all liens, levies and encumbrances except that such shares shall be "restricted securities" pursuant to Section 2.1(eRule 144, promulgated under the Securities Act of 1933, as amended (the "Securities Act"). (d) Acquiror shall be deemed deliver certificates evidencing the Preferred Shares to have been eNexi Stockholders upon (x) the surrender and delivery to Acquiror of certificates representing all of such stockholder's issued and paid outstanding shares of eNexi Common Stock; and (y) the execution and delivery of a copy of an investment letter in full satisfaction of all rights pertaining the form attached hereto as Exhibit 1.3(d) (the "Investment Letter") to such Yankees Sharescomply with applicable federal and state securities laws. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes one or more eNexi Stockholders have been paid. If not complied with the terms identified in subparagraphs (x) or (y) above within six months following the Effective Time (a "Non-Complying Stockholder"), Acquiror reserves the right in its sole discretion at any portion of time thereafter to cancel the Merger Consideration is allocable to be delivered such Non-Complying Stockholder without notice, by payment to a Person other than the holder in whose name any Booksuch Non-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason Complying Stockholder of the transfer cash amount such Non-Complying Stockholder would have been entitled to receive had he exercised his right of Yankees Shares or the payment of the applicable cash portion of dissent to the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or natureDelaware law.

Merger Consideration. After Each share of Xten common stock ("Xten Common Stock") issued and outstanding immediately prior to the Effective TimeTime (other than Dissenting Shares, and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests as defined in accordance with Section 2.1(b)2.11) will, the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion virtue of the Merger Consideration and without any action on the part of the holder thereof, be converted into two shares of Broad Scope Common Stock (as defined in Section 5.3). All certificates representing the shares of Broad Scope Common Stock issued and paid and the cash portion on effectiveness of the Merger Consideration paid in accordance will be endorsed with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares following legend pursuant to Section 2.1(e)) shall the Securities Act in order to reflect the fact that the shares of Broad Scope Common Stock will be deemed issued to have been issued and paid in full satisfaction the shareholders of all rights pertaining Xten pursuant to such Yankees Shares. In exemptions or safe harbors from the event registration requirements of a transfer the Securities Act: For holders of ownership of any Yankees Shares that is not registered Xten Common Stock resident in the transfer records of YankeesUnited States: "THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange AgentAND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION D OF THE ACT OR PURSUANT TO THE SAFE HARBOR FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S OF THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, in any casePURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paidOR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable LawHEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT". For holders of Xten Common Stock resident outside the purposes of this AgreementUnited States: "THE SECURITIES REPRESENTED HEREBY HAVE BEEN OFFERED IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, the term “Person” means any individualAS AMENDED (THE "1933 ACT"). NONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, corporation OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (including not-for-profit)AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, general or limited partnershipPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, limited liability companyOR PURSUANT TO AN AVAILABLE EXEMPTION FROM, joint ventureOR IN A TRANSACTION NOT SUBJECT TO, estateTHE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, trust, association, organization, Governmental Entity or other entity of any kind or natureHEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE 1933 ACT. "UNITED STATES" AND "U.S. PERSON" ARE AS DEFINED BY REGULATION S UNDER THE 1933 ACT."

Merger Consideration. After (a) At the Effective Time, by virtue of the Merger and upon delivery without any action on the part of the holders thereof, each share of Bank Stock issued and outstanding immediately prior to the Effective Time, other than (i) Dissenting Shares and (ii) shares held by Cash Electing Shareholders, shall be converted into and exchanged for the right to receive the number of shares of Parent Stock (the “Stock Consideration”) determined pursuant to the “Exchange Agent Ratio” described in Section 2.3(d) below. The Stock Consideration, together with the cash payable to Cash Electing Shareholders as provided herein (the “Cash Consideration”), is referred to herein as the “Merger Consideration”. Immediately after the Effective Time, all shares of instructions authorizing transfer Bank Stock shall no longer be outstanding and cancellation shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any Bank Stock shall thereafter solely represent the right to receive the applicable Merger Consideration. Notwithstanding anything else in this Section 2.3 to the contrary, each share of Book-Entry Interests Bank Stock held by the Bank in treasury will be canceled and no Merger Consideration or other consideration will be paid or exchanged therefor. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, all shares of Bank Stock held by each Smaller Shareholder shall be converted into the right to receive either, as elected in the sole discretion of each such Smaller Shareholder (such election to be made in writing and delivered to the Bank at least five (5) business days before the Closing), (i) cash in an amount equal to the Per Share Cash Consideration multiplied by the number of shares of Bank Stock held by such Smaller Shareholder (each Smaller Shareholder that elects to receive cash being referred to herein as a “Cash Electing Shareholder”) or (ii) the right to receive shares of Parent Stock, the number of which shall be determined by multiplying the number of shares of Bank Stock held by a Smaller Shareholder as of the Effective Time by the Exchange Ratio; provided, that if the Bank does not receive a written election from a Smaller Shareholder in accordance with the provisions of this Agreement, such Smaller Shareholder shall be deemed to have elected to receive cash in exchange for such Smaller Shareholder’s shares of Bank Stock. Notwithstanding anything to the contrary in this Section 2.1(b2.3(b), a Smaller Shareholder shall not have the right to elect to receive (or be deemed to have elected to receive) Cash Consideration if, after giving effect to such election or deemed election (and all other elections or deemed elections made prior to such Smaller Shareholder’s election or deemed election), the aggregate number of shares of Bank Stock held by Cash Electing Shareholders would equal or exceed 1,100,000 shares, and all shares of Bank Stock held by any such Smaller Shareholder shall be converted into and exchanged solely for Stock Consideration. Each Smaller Shareholder who elects or is deemed to elect to receive Parent Stock in exchange for such Smaller Shareholder’s shares of Bank Stock will be required, as a condition to receiving such consideration, to agree to be bound by the terms of a voting agreement, substantially in the Transmittal Letter form attached hereto as Exhibit A (a “Voting Agreement”), with respect to all shares of Parent Stock received as Merger Consideration. (c) In the event Parent changes (or establishes a record date for changing) the number or kind of shares of Parent Stock outstanding before the Effective Time as a result of a stock split, stock dividend, recapitalization, reclassification, reorganization or similar transaction with respect to the outstanding Parent Stock and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests record date therefor shall be entitled prior to receive in exchange thereforthe Effective Time, appropriate and the Exchange Agent shall proportional adjustments will be required made to deliver to each such holder, either (i) the number of Braves Shares and an amount shares of Parent Stock that may be issued for each share of Bank Stock in cash that such holder is entitled to receive pursuant to accordance with Section 1.6(a)(i2.3(a) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and or (ii) any cash the Exchange Ratio in lieu the event Parent changes (or establishes a record date for changing) the number of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration Parent Stock issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by outstanding after the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax Ratio has been paid or is not applicable. The Braves Shares constituting established and before the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. Effective Time. (d) For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.following terms shall have the meanings set forth below:

Merger Consideration. After (a) In consideration of the Effective TimeMerger, and upon delivery at the Closing, Playa shall pay to the Exchange Agent Company cash in the amount of instructions authorizing transfer $265,000, which the Company shall use for payment of the indebtedness described on Schedule 1.5.3 hereto. (b) In consideration of the Merger, at the Closing, the Merger consideration with respect to Playa ("Merger Consideration") shall be as follows: (i) all of the issued and cancellation outstanding shares of Book-Entry Interests Playa Common Stock (other than shares to be canceled in accordance with Section 2.1(b)1.5.2) and all shares of Playa Common Stock underlying the Playa Warrants shall be converted into the right to receive an aggregate of 11,500,000 shares of the Company Common Stock after giving effect to the Merger. All shares of Playa Common Stock underlying the Other Warrants and the Playa Options shall be converted into the right to receive, for each share of Playa Common Stock underlying such Other Warrants and Playa Options, one share of Company Common Stock after giving effect to the Merger. (ii) The Merger Consideration with respect to the Playa Warrants, the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange thereforOther Warrants, and the Exchange Agent Playa Options shall be required to deliver to each warrants or options, as the case may be, of the Company exercisable upon the same terms and conditions as such holderPlaya Warrants, (i) Other Warrants or Playa Options, as the case may be, for the number of Braves Shares shares of Company Common Stock equal to the number of shares of Playa Common Stock for which such Playa Warrants, Other Warrants or Playa Options, as the case may be, were previously exercisable. The shares of Playa Common Stock, Playa Warrants, Other Warrants, Playa Options and an amount in cash that such holder is entitled Other Options so converted into the right to receive pursuant the Merger Consideration (each a "Converted Security") shall, by virtue of the Merger and without any action on the part of the holder thereof, at the Effective Time no longer be outstanding and shall at such time be canceled and retired and shall cease to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such exist, and each holder and the Elections(s) made of any Converted Security shall thereafter cease to have any rights with respect to such Yankees Shares Converted Security, except, upon the surrender of certificates representing such Converted Securities duly endorsed in blank or accompanied by such holder)a stock power duly executed in blank, and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued at the times and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or naturemanner set forth herein.

Merger Consideration. After (a) Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of United, Tidelands or the shareholders of either of the foregoing, the merger consideration to be paid by United for the Merger (the “Merger Consideration”) shall be payable on the Closing Date as follows: (i) United shall pay, or cause to be paid, on Tideland’s behalf, the CPP Redemption Payment to Treasury or its designee; and (ii) The holders of Tidelands Stock, other than holders properly exercising their dissenter rights pursuant to Section ▇▇-▇▇-▇▇▇ of the SCBCA, shall receive, in exchange for each outstanding share of Tidelands Stock, $0.52 in cash (the “Shareholder Consideration”). (b) As soon as practicable after the Effective Time, United shall cause the exchange agent selected by United (the “Exchange Agent”) to mail to the former shareholders of Tidelands appropriate transmittal materials (which shall specify that delivery shall be effected, risk of loss and title to the certificates or other instruments theretofore representing shares of Tidelands Stock shall pass, only upon proper delivery of such certificates or other instruments to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(bAgent), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares shares of Tidelands Stock represented by one or more certificates that is are not registered in the transfer records of YankeesTidelands, the proper number of Braves Shares and the proper amount Shareholder Consideration payable for such shares as provided in cash Section 1.2 may be transferred by the Exchange Agent issued to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests certificate or certificates representing such shares are presented delivered to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to evidence the Exchange Agent that such transfer is proper and that any applicable stock transfer Taxes taxes have been paid. (c) Each holder as of the Effective Time of any of the shares of Tidelands Stock to be converted as above provided, upon presentation and surrender of the certificates for such shares to United, shall be entitled to receive in exchange therefor the Shareholder Consideration to which such shareholder shall be entitled according to the terms of this Agreement. Until such surrender, each outstanding share of Tidelands Stock which prior to the Effective Time represented Tidelands Stock shall be deemed for all corporate purposes to evidence the right to receive the Shareholder Consideration payment for such shares. (d) Any Shareholder Consideration that remains unclaimed by the shareholders of Tidelands will be provided to the appropriate public official pursuant to applicable abandoned property, escheat or similar laws when and as required by applicable law, and United shall not be liable to any former holder of shares of Tidelands Stock for any amount so delivered. (e) If any portion of the Merger Consideration is to be delivered to a Person other than the holder Tidelands Stock certificate shall have been lost, stolen or destroyed, United may, in whose name any Book-Entry Interests are registered, it shall be its discretion and as a condition precedent to the delivery of any Shareholder Consideration, require the owner of such exchange lost, stolen or destroyed Tideland Stock certificate to provide a bond and an appropriate affidavit and indemnity agreement (satisfactory to United) as indemnification against any claim that the Person requesting may be made against United with respect to such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves Tidelands Stock certificate. (f) United or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of shall be entitled to deduct and withhold from the Merger ConsiderationConsideration and any other amounts otherwise payable pursuant to this Agreement to any individual or entity (a “Person”) such amounts, at Braves’s optionif any, as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that amounts are so withheld and remitted to the appropriate governmental authority by or on behalf of United, such amounts withheld shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the treated for all purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity Agreement as having been paid to such Person in respect of any kind or naturewhich such deduction and withholding was made by United.

Merger Consideration. After (i) Each Share issued and outstanding immediately prior to the Effective Time (other than (A) Shares owned by Parent or any direct or indirect Subsidiary (as defined herein) of Parent (collectively, the "Parent Companies"), (B) Dissenting Shares, or (C) Shares that are owned by the Company or any direct or indirect Subsidiary of the Company (and in each case not held on behalf of third Parties) (collectively, "Excluded Shares")) shall be converted into, and become exchangeable for the right to receive the Price Per Share in cash (the "Merger Consideration"). (ii) At the Effective Time, all Shares shall no longer be outstanding and upon delivery shall be canceled and retired and shall cease to exist, and each certificate (a "Certificate") formerly representing any of such Shares (other than Excluded Shares) shall thereafter represent only the Exchange Agent right to receive the Merger Consideration. (iii) At the Effective Time, each warrant to purchase shares of instructions authorizing transfer and cancellation Common Stock listed on Schedule 6.1(b) (the "Warrants") shall be canceled in exchange for a cash payment of Book-Entry Interests an amount equal to (A) the excess, if any, of (1) the Price Per Share over (2) the exercise price per share of Common Stock subject to such Warrant, multiplied by (B) the number of shares of Common Stock for which such Warrant shall not theretofore have been exercised (the "Warrant Spread"). Upon surrender to Parent at the address set forth in accordance with Section 2.1(b), the terms 10.6 of the Transmittal Letter and Warrants and/or such other documents as may reasonably be required requested by the Exchange AgentParent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required Parent hereby agrees to deliver to each the registered holders of such holder, Warrants (ias indicated in the records of the Company) the number of Braves Shares and an amount in cash that such holder Warrant Spread. If there is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion no excess of the Merger Consideration issued and paid and Price Per Share over the cash portion exercise price per share of Common Stock subject to a Warrant, then such Warrant shall be canceled for no consideration. (iv) At the Merger Consideration paid Effective Time, each outstanding Company Option (as defined herein) shall be canceled in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e7.9(a)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Merger Consideration. After the Omnicom Effective Time, and upon delivery to the Exchange Escrow Agent of (i) in the case of shares of Omnicom Common Stock represented by an Omnicom Certificate, such Omnicom Certificate or (ii) in the case of shares of Omnicom Common Stock represented by Book-Entry Interests, instructions authorizing transfer and cancellation of Book-Entry Interests Interests, in accordance with Section 2.1(b)each case, together with, the terms of the Omnicom Merger Transmittal Letter Letter, duly executed and in proper form, with respect to such Omnicom Certificate or Book-Entry Interests and such other documents as may reasonably be required by the Exchange Escrow Agent, the holder of such Omnicom Certificates or Book-Entry Interests Interests, as applicable, shall be entitled to receive in exchange therefor, and the Exchange Escrow Agent shall be required to deliver to each such holderholder (subject to Section 1.10(e)), (ix) the number of Braves Holdco Shares and an amount in cash respect of the aggregate Omnicom Merger Consideration that such holder is entitled to receive pursuant to Section 1.6(a)(i) 1.7 (after taking into account all Yankees Shares shares of Omnicom Common Stock then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (iiy) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e1.10(d) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 1.10(c). The Omnicom Certificates so delivered and Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Omnicom Certificates or Book-Entry Interests. The stock portion of the Merger Consideration Holdco Shares issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) 1.10 upon conversion of any Yankees Shares shares of Omnicom Common Stock (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e1.10(d)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.rights

Merger Consideration. After Subject to the allocation and election procedures in Section 3.03, each CB Share issued and outstanding immediately prior to the Effective Time, together with the related CB Bancshares Right attached thereto, will be converted into the right to receive, at the election of the holder thereof as provided in Section 3.03, either (i) cash (the “Cash Consideration”) in an amount equal to (x) 2.6752 multiplied by the Measuring Price plus (y) $20.00, or (ii) a number of fully paid and upon delivery nonassessable shares of Central Pacific Common Stock (the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration”) equal to the Exchange Agent amount of instructions authorizing transfer the Cash Consideration divided by the Measuring Price, that number rounded to the fourth decimal place. All references in this Agreement to Central Pacific Common Stock to be issued pursuant to the Merger shall be deemed to include Central Pacific Rights pursuant to the Central Pacific Rights Agreement, except where the context requires otherwise. Certificates that represented CB Shares before the Effective Time will be deemed for all purposes to represent the right to receive the Merger Consideration and cancellation any dividends or other distributions pursuant to this Article III. Notwithstanding anything in this Section 3.01(a) to the contrary: (i) each CB Share owned by Central Pacific (other than in a fiduciary or agency capacity or as a result of Book-Entry Interests debts previously contracted) or held in CB Bancshares’ treasury (the “Excluded Shares”) will be cancelled and no consideration will be issued or paid in exchange therefor, and (ii) any holder of CB Shares may elect to be paid the “fair value” of his or her CB Shares pursuant to the procedure set forth in Part XIV of the HBCA (such holder, a “Dissenting Shareholder”, and the CB Shares held by such Dissenting Shareholder, the “Dissenting Shares”); provided that such Dissenting Shareholder follows the procedures and takes action in accordance with Section 2.1(b), the terms such Part of the Transmittal Letter HBCA. If any Dissenting Shareholder gives notice of intent to demand payment to CB Bancshares, CB Bancshares will promptly give Central Pacific notice thereof, and Central Pacific will have the right to direct all negotiations and proceedings with respect to any such other documents demands. Neither CB Bancshares nor the Surviving Corporation will, except with the prior written consent of Central Pacific as may reasonably be required by to the Exchange Agentdetermination of fair value, make any payment pursuant to § 414-356 of the holder HBCA or offer pursuant to § 414-358 of such Book-Entry Interests the HBCA. No Dissenting Shareholder shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive Merger Consideration or any dividends or other distributions pursuant to Section 1.6(a)(i) (after taking into account all Yankees this Article III. If any Dissenting Shareholder fails to perfect or effectively withdraws or loses the right to dissent, the CB Shares then held by such holder and the Elections(s) made with Dissenting Shareholder will thereupon be treated as though such shares had been converted into CB Shares in respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Booka Non-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that Election is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or naturemade.

Merger Consideration. After As set forth in the Contingent Escrow Agreement, immediately after the Effective Time, and upon delivery Parent shall deposit with Bank One, Colorado, N.A. (the "Exchange Agent") (i) the Cash Payment less the Escrow Amount, (ii) certificates representing $500,000 in value of Parent Common Stock to be issued to the Exchange Agent Principal Stockholders, less cash payments for fractional shares, and (iii) cash sufficient to make payments in lieu of instructions authorizing transfer and cancellation of Book-Entry Interests fractional shares in accordance with Section 2.1(b)2.11. All of the cash and shares of Parent Common Stock so deposited with the Exchange Agent, together with any dividends or distributions received by the Exchange Agent with respect to the shares so deposited, are referred to collectively as the Exchange Fund. As soon as practicable after the Effective Time, the terms Exchange Agent will mail to the registered holders of Company Stock Certificates (i) a Transmittal Letter, (ii) and instructions for use in effecting the Transmittal surrender of Company Stock Certificates in exchange for any cash payments and, if applicable, certificates representing shares of Parent Common Stock all in accordance with this Section 2.05. Upon surrender of a Company Stock Certificate to the Exchange Agent, together with a duly executed Letter of Transmittal, and such other documents as may reasonably be required by the Exchange AgentAgent or Parent, (A) the holder of such Book-Entry Interests Company Stock Certificate shall be entitled to receive in exchange therefortherefor cash and, and the Exchange Agent shall be required to deliver to each such holderif applicable, (i) a certificate representing the number of Braves Shares and an amount in cash shares of Parent Common Stock, that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to this Section 2.1(e). The Book-Entry Interests that are 2.05, and (B) the subject of such authorization Company Stock Certificate so surrendered shall forthwith be cancelled. No interest marked "canceled." Until so surrendered, each outstanding Company Stock Certificate will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of deemed for all corporate purposes, to evidence only the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares right to receive payment pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Sharesthis Article II. In exchange for the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of YankeesCompany Stock Certificates, the proper number Stockholders, excluding holders of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s optionDissenting Shares, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For entitled to receive the purposes of this Agreementfollowing consideration (collectively, the term “Person” means any individual"Merger Consideration"): (a) Initial Payment. $8,000,000, corporation of which $7,500,000, less Estimated Third Party Expenses in excess of the Company Payment Amount, shall be payable in cash (including not-for-profitthe "Cash Payment Amount") and $500,000 shall be payable in Parent Common Stock (collectively, the "Aggregate Initial Payment"), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Merger Consideration. After CONVERSION OF OUTSTANDING TARGET SHARES (a) For the purposes of this SECTION 2.5, the shares of Purchaser Common Stock and Purchaser Series A Preferred Stock to be received by the Stockholders in connection with the Merger are referred to in the aggregate as the "MERGER CONSIDERATION." (b) Except as provided in SECTION 2.6 hereof, but subject to the provisions set forth in SECTIONS 3.2 and 3.3 hereof and the indemnification obligations of the Stockholders set forth in ARTICLE X hereof, at the Closing, by virtue of the Merger and without any action on the part of the Stockholders, each Target Share outstanding immediately prior to the Effective TimeTime shall be surrendered in exchange for 98.778 shares of Purchaser Common Stock, and upon delivery shares of Purchaser Series A Preferred Stock having an aggregate liquidation preference of $1,426.53. (c) Notwithstanding anything in this Agreement to the Exchange Agent of instructions authorizing transfer contrary, Target Shares outstanding immediately prior to the Effective Time and cancellation of Book-Entry Interests held by a Stockholder who has demanded appraisal for such Target Shares in accordance with Section 2.1(b262 of the DGCL ("DISSENTING SHARES"), shall not be converted into the terms of right to receive the Transmittal Letter and Merger Consideration as provided in SECTION 2.5(b). Instead, such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests Stockholder shall be entitled to receive payment of the appraised value of his Dissenting Shares in exchange thereforaccordance with the provisions of Section 262 of the DGCL unless and until such Stockholder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the DGCL. If, and after the Exchange Agent Effective Time, any such Stockholder fails to perfect or withdraws or loses his right to appraisal, his Dissenting Shares shall thereupon be required to deliver to each such holder, (i) treated as if they had been converted as of the number of Braves Shares and an amount in cash that such holder is entitled Effective Time into the right to receive pursuant the Merger Consideration, if any, to Section 1.6(a)(iwhich such Stockholder is entitled, without interest or dividends thereon, upon the surrender, in the manner provided in SECTION 2.7 hereof, of the certificate(s) (after taking into account which formerly represented his Target Shares. Target shall give Purchaser prompt notice of any demands received by Target for appraisal of Target Shares and, prior to the Effective Time, Purchaser shall have the right to participate in all Yankees Shares then held by such holder negotiations and the Elections(s) made proceedings with respect to such Yankees demands. Prior to the Effective Time, Target shall not, except with the prior written consent of Purchaser, make any payment with respect to, or settle or offer to settle, any such demands. (d) Except as otherwise provided in SECTIONS 2.5(c) and 2.7 hereof, as of and after the Effective Time, no holder of any certificate that immediately before the Effective Time represented Target Shares by such holder)shall have any rights as a holder of Target Shares, and (ii) any cash in lieu of fractional shares which the holder has the right other than to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or naturehereof.

Merger Consideration. After the Effective Time, and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required The aggregate consideration payable by the Exchange Agent, Purchaser (the holder of such Book-Entry Interests "Purchase Price") in connection with the Merger shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, equal (i) the number Initial Payment, as defined below; (ii) the Initial Shares, as defined below; and (iii) any earnout payments described in Section 3.1(b)(ii). (a) Upon termination of Braves Shares and an amount in cash that such holder the Due Diligence Review Period, provided this Agreement is entitled to receive not terminated pursuant to Section 1.6(a)(i10.1(a)(iii) or Section 10.1(b)(vi), the Purchaser shall pay to the Escrow Agent, who will hold such amount in Escrow pursuant to the Escrow Agreement in the form attached hereto as Exhibit A to this Agreement, an aggregate cash amount equal to seven hundred thousand dollars ($700,000) (after taking into account the "Initial Payment") and shall make a loan to the Company (the "Loan") in the original principal amount of five hundred thousand dollars ($500,000). The Loan shall be evidenced by a promissory note (the "Note") with all Yankees Shares then held outstanding principal and accrued interest due and payable on the first anniversary date of the effective date of the note and shall bear interest at the minimum applicable federal rate in effect on the date of the note. Proceeds of the Loan shall be used to pay Liabilities of the Company. Upon payment by the Purchaser to the Escrow Agent of the Initial Payment, the Purchaser shall have no further Liability to any Stockholder arising out of or in connection with the Initial Payment. The Escrow Agent shall distribute a Stockholder's pro rata share of the Initial Payment following the Closing upon confirmation from the Purchaser that such holder and Stockholder has delivered to the Elections(s) made with respect to Purchaser the Certificates, as defined below, representing such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the Stockholder's right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion its pro rata share of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees SharesInitial Payment. In the event of a transfer termination of ownership this Agreement by the Company or the Purchaser pursuant to Article X, except for a termination pursuant to Sections 10.1(a)(i), the Escrow Agent shall thereafter distribute the Initial Payment in accordance with the Escrow Agreement to the Company's stockholders of record on the date of any Yankees Shares that is not registered such distribution and the Note shall be cancelled in full with no further obligation of the transfer records Company to the Purchaser in respect thereof. In the event of Yankeesa termination of this Agreement pursuant to Section 10.1(a)(i), the proper number of Braves Shares and Escrow Agent shall promptly return the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented Initial Payment to the Exchange AgentPurchaser. (b) At the Effective Time, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion virtue of the Merger Consideration and without any action on the part of the holder thereof, each share of Common Stock of the Company outstanding immediately prior to the Effective Time shall, at the Effective Time, be converted into the right to receive, from the Purchaser or the Stockholder's Representative as provided in this Article III, consideration per share of the Company's common stock equal to the pro rata share of the Initial Payment plus the following: (i) A number of shares of the Purchaser's Common Stock determined by multiplying (A) a fraction, the numerator of which is one and the denominator of which is the Company's Fully Diluted Common Stock times (B) the quotient of (1) four million one hundred and forty thousand (4,140,000) divided by (2) the volume weighted adjusted average closing price of the Common Stock for the twenty (20) trading day period ended three (3) trading days prior to the Closing Date, as defined below, provided, that, in the event such average closing price is greater than $1.38, the denominator of the fraction used to determine the quotient in this Section 3.1(b)(i)(B) shall be $1.38. The number of shares to be delivered issued pursuant to a Person other than the holder in whose name any Book-Entry Interests are registered, it this Section 3.1(b)(i) shall be a condition of such exchange that the Person requesting such delivery shall pay appropriately adjusted as reasonably necessary to adjust for any transfer stock split, stock dividend, subdivision, recapitalization or other similar Taxes required by reason combination of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable LawCommon Stock. For the purposes of this Agreement, the term “Person” means any individual"Company's Fully Diluted Common Stock" shall mean the number of shares of the Company's outstanding Common Stock on the Closing Date plus the number of shares of the Company's Common Stock issuable upon the exercise, corporation conversion or exchange of all Derivative Securities of the Company whether vested or unvested outstanding on the Closing Date. The aggregate number of shares of Common Stock to be issued pursuant to this Section 3(b)(i) shall be referred to in this Agreement as the "Initial Shares." (including notii) The Earnout Consideration, which shall be due no later than forty-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity five (45) days following the end of any kind calendar quarter in which Purchaser has Acquired Technology Net Income and the report specified in Section 3.1(b)(ii). In the event that the Earnout Consideration paid during any year is less than the Minimum Earnout Consideration, within sixty (60) days of the end of such year, the Purchaser shall pay additional Earnout Consideration equal to the difference between (a) the Minimum Earnout Consideration for the applicable period and (b) the amount of Earnout Consideration paid with respect to the applicable period. Purchaser shall pay interest at the rate of 500 basis points over the then-prime rate of interest published in the Wall Street Journal (or naturethe highest rate allowed by applicable law, whichever is less) ("Prime Rate") on all Earnout Consideration paid after the applicable due dates. The Purchaser shall determine the portion of any Earnout Consideration to be treated as interest for tax purposes in consultation with the Stockholder Representative. It is the intention of the Parties hereto that the Company's Stockholders be entitled to continue to receive the Earnout Consideration contemplated hereunder for the life of the Credit/Debit Gaming Business notwithstanding any changes in form or structure by which the Gaming Business is owned or conducted. (A) The Earnout Consideration shall be paid in cash unless the Purchaser reasonably determines that payment in all or part Purchaser stock is advisable to maintain the qualification of the Merger as a "reorganization" within the meaning of Section 368(a) of the Code. Any payments of Earnout Consideration in Purchaser stock shall be based upon the volume weighted adjusted average closing price of the Common Stock for the twenty (20) trading day period ending on the date such Earnout Consideration is due. All cash remittances shall be made by check or by wire transfer or by other method mutually agreed upon by the Purchaser and Stockholder Representative to an account designated by the Stockholder Representative in writing. Stock payments may be made in common stock or, to the extent advisable to ensure compliance with applicable Legal Requirements, preferred stock. Any preferred stock issued shall be nonvoting, convertible into common stock to the extent permissible under applicable Legal Requirements, with a liquidation preference equal to its initial price and no other preferences. All stock remittances shall be issued pursuant to the Stockholder Representative's written instructions. (B) The Purchaser will provide to the Stockholder Representative a quarterly report within forty-five (45) days following the end of each calendar quarter detailing the Acquired Technology Net Income received during such calendar quarter, including all Costs and Expenses. Upon request from the Stockholder Representative, the Purchaser shall give to the Stockholder Representative and his Representatives reasonable access and audit and verification documentation as the Stockholder Representative may reasonably request to assure the Purchaser's compliance with the terms of this Agreement; provided that such access and documentation shall not be more frequent than quarterly. The Purchaser shall keep adequate records to verify all reports and payments to be made to the Stockholder Representative pursuant to this Agreement for a period of two (2) years following the date of such reports and payments. The Stockholder Representative shall have the right to select an independent certified public accountant mutually agreeable to the parties to audit no more frequently than annually all relevant records of the Purchaser relating to calculation of the Earnout Payment on reasonable notice to the Purchaser and during regular business hours to verify the reports and payments required hereunder. The independent certified public accountant shall execute a confidentiality agreement with the Purchaser that includes a prohibition on disclosing or using Confidential Information of Purchaser obtained in connection with such inspection, except to disclose to the Stockholder Representative the amount of underpayment or overpayment uncovered in such inspection and the basis for such conclusions. Such audit shall be completed as expeditiously as feasible, and Stockholder Representative shall provide the Purchaser with reasonable documentation of such inspection within five (5) business days of its completion. If such audit should disclose any underreporting, subject to the Purchaser's rights to object as provided below, the Purchaser shall pay to the Stockholder Representative on behalf of the Stockholders such amount plus interest from the date the Earnout Consideration was initially due at the rate of 500 basis points over the then-Prime Rate within thirty (30) days of the receipt of the written documentation relating to such inspection. If such audit should disclose any over-reporting, any future payments of Earnout Consideration shall be reduced by an amount equal to such over-reporting. The cost of such inspection shall be borne by the Stockholders; provided, however, that if the Purchaser is determined to have underpaid royalties by five percent (5%) or more for the period covered by the inspection, then the reasonable cost of such audit shall be borne by Purchaser. If within fifteen (15) days after delivery of the written report of such audit, the Purchaser notifies the Stockholder Representative in writing of its objection to the calculation, the Purchaser and the Stockholder Representative shall negotiate in good faith for a period of thirty (30) days in an effort to agree on the Earnout Consideration for the applicable period. Within fifteen (15) days thereafter, either party may submit the dispute to arbitration. (C) Any dispute arising out of, related to or in connection with the calculation of the Earnout Consideration shall be submitted to confidential, binding arbitration in Las Vegas, Nevada before a single arbitrator, to be selected by the Purchaser and the Stockholder Representative within fifteen (15) days or otherwise selected pursuant to the procedures and rules for commercial arbitration of the American Arbitration Association, which procedures and rules shall govern each such arbitration. The arbitrator shall only have authority to set the Earnout Consideration in the amount claimed by the Purchaser or the Stockholder Representative (i.e., the arbitrator cannot set the Earnout Consideration between the amount claimed by the Purchaser and the Stockholder Representative, below the amount claimed by the Purchaser or above the amount claimed by the Stockholder Representative). The party that loses such arbitration shall be responsible for all costs of such proceeding.

Merger Consideration. After The Merger Consideration consisting of the Effective Time, and upon delivery total purchase price payable to the Exchange Agent holders of instructions authorizing transfer and cancellation 100% of Book-Entry Interests the Rare Telephony Common Stock in accordance connection with Section 2.1(bthe acquisition by merger of Rare Telephony shall consist exclusively of 1,551,020 shares of Acquiror common stock (the "Merger Consideration"), par value $.0001 per share ("Acquiror Common Stock"). (a) The Merger Consideration shall be allocated among the terms holders of 100% of the Transmittal Letter and such other documents Rare Telephony Common Stock in the proportion of their share ownership of the outstanding common stock of Rare Telephony as may reasonably be required by of the Exchange Agent, date of the holder of such Book-Entry Interests Closing. (b) The Merger Consideration shall be entitled to receive paid and delivered in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, following manner: (i) At the number Closing, 775,512 shares of Braves Shares and an amount in cash that such holder is entitled Acquiror Common Stock shall be delivered to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and Rare Telephony Shareholders; and (ii) any cash At the Closing, Acquiror shall issue in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion name of the Merger Consideration issued Rare Telephony Shareholders an additional 775,508 shares of Acquiror Common Stock (the "Escrow Shares") and paid and shall deliver such shares to the cash portion of the Merger Consideration paid Escrow Agent to be held in accordance with the terms and conditions of Section 1.6(a)(ithe Escrow Agreement attached hereto as Exhibit 1.3(b)(ii) and this Section 2.1(cmade a part hereto (the "Escrow Agreement"). THE Rare Telephony Shareholders ACKNOWLEDGE THAT THE ESCROW AGREEMENT PROVIDES FOR THE FORFEITURE OF a portion OF THE MERGER CONSIDERATION UNDER CERTAIN CONDITIONS. (c) upon conversion The shares of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is Acquiror Common Stock to be delivered to a Person other than at the holder in whose name any Book-Entry Interests are registered, it Closing and the shares of Acquiror Common Stock released from escrow by the Escrow Agent shall be a condition fully paid and non-assessable and shall be free and clear of all liens, levies and encumbrances except that all of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason shares of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, Acquiror Common Stock shall be "restricted securities" as such term is defined in uncertificated book-entry formRule 144, unless a physical certificate is otherwise required promulgated under applicable Law. For the purposes Securities Act of this Agreement1933, as amended (the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature"Act") and shall be subject to contractual restrictions on resale as provided for in Section 5.10.

Merger Consideration. After At the Effective Time: (a) At the direction of Landwin Sub I, Landwin REIT shall issue and upon delivery deliver or cause to be delivered to the Exchange Agent Members that number of instructions authorizing transfer and cancellation shares of Book-Entry Interests in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be Common Stock that each Member is entitled to receive in exchange thereforaccordance with this Section 2.06 on account of such Member holding LLC Interests, and provided, however, that in lieu of the Exchange Agent issuance or recognition of fractional shares of Landwin REIT’s Common Stock or interests or rights therein, Landwin REIT shall deliver or cause to be delivered an amount of cash equal to the fair market value of any fractional share of Landwin REIT’s Common Stock to which such holder would be entitled but for this Section 2.06(a), without interest. For purposes of such payment, the fair market value of any fractional share of Common Stock shall be required determined on the basis of each full share of Common Stock being equal to deliver (x) the maximum aggregate offering price of the Common Stock in the Registration Statement at the time such is effective; divided by (y) the amount of shares to be registered in the Registration Statement, at the time such is effective, each of which shall be determined by Landwin REIT in its sole and absolute discretion. (b) All shares of Common Stock to be issued and delivered to each Member shall be delivered on the Effective Time to each Member or account of such holderMember by Landwin REIT (at the direction of Landwin Sub I) issuing or causing the issuance of the applicable number of shares of Common Stock upon such Member tendering their LLC Interest to Landwin Sub I or its agent (including, if applicable, for this purpose, Landwin REIT) for such purpose. A Member shall be deemed to tender their LLC Interest to Landwin Sub I or its agent by (i) duly executing and delivering to Landwin Sub I or its agent for such purpose the number of Braves Shares assignment and an amount tender instrument (the “LLC Interest Assignment”) in cash that the form set forth on Exhibit A, attached hereto, or such holder is entitled other instrument or document acceptable to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder)Landwin Sub I or its agent, and (ii) any cash tendering such Member’s original certificate of LLC Interest or executed lost certificate affidavit to Landwin Sub I or its agent; provided, that the requirements set forth in lieu of fractional shares which clauses (i) or (ii), or both clauses may be waived by Landwin Sub I or its agent on such terms acceptable to such person. From and after the holder has Effective Time, each LLC Interest shall represent only the right to receive pursuant the Merger Consideration as provided in this Agreement. (c) The Merger Consideration payable to Section 2.1(e). The Book-Entry Interests each Member of Predecessor Fund I shall be equal to that are number of shares of Common Stock that is equal to: (A) the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion aggregate number of the Merger Shares ; (B) multiplied by the percentage interest of such Member’s LLC Interest in Predecessor Fund I; (C) multiplied by the Merger Valuation Percentage of Predecessor Fund I. (d) The Merger Consideration issued and paid and payable to each Member of Predecessor Fund II shall be equal to that number of shares of Common Stock that is equal to: (A) the cash portion aggregate number of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(iShares; (B) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred multiplied by the Exchange Agent to percentage interest of such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, Member’s LLC Interest in any case, accompanied Predecessor Fund II; (C) multiplied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition Valuation Percentage of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or naturePredecessor Fund II.

Merger Consideration. After Subject to the allocation and election procedures in Section 3.03, each CB Share issued and outstanding immediately prior to the Effective Time, together with the related CB Bancshares Right attached thereto, will be converted into the right to receive, at the election of the holder thereof as provided in Section 3.03, either (i) cash (the "Cash Consideration") in an amount equal to (x) 2.6752 multiplied by the Measuring Price plus (y) $20.00, or (ii) a number of fully paid and upon delivery nonassessable shares of Central Pacific Common Stock (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration") equal to the Exchange Agent amount of instructions authorizing transfer the Cash Consideration divided by the Measuring Price, that number rounded to the fourth decimal place. All references in this Agreement to Central ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock to be issued pursuant to the Merger shall be deemed to include Central Pacific Rights pursuant to the Central Pacific Rights Agreement, except where the context requires otherwise. Certificates that represented CB Shares before the Effective Time will be deemed for all purposes to represent the right to receive the Merger Consideration and cancellation any dividends or other distributions pursuant to this Article III. Notwithstanding anything in this Section 3.01(a) to the contrary: (i) each CB Share owned by Central Pacific (other than in a fiduciary or agency capacity or as a result of Book-Entry Interests debts previously contracted) or held in CB Bancshares' treasury (the "Excluded Shares") will be cancelled and no consideration will be issued or paid in exchange therefor, and (ii) any holder of CB Shares may elect to be paid the "fair value" of his or her CB Shares pursuant to the procedure set forth in Part XIV of the HBCA (such holder, a "Dissenting Shareholder", and the CB Shares held by such Dissenting Shareholder, the "Dissenting Shares"); provided that such Dissenting Shareholder follows the procedures and takes action in accordance with Section 2.1(b), the terms such Part of the Transmittal Letter HBCA. If any Dissenting Shareholder gives notice of intent to demand payment to CB Bancshares, CB Bancshares will promptly give Central Pacific notice thereof, and Central Pacific will have the right to direct all negotiations and proceedings with respect to any such other documents demands. Neither CB Bancshares nor the Surviving Corporation will, except with the prior written consent of Central Pacific as may reasonably be required by to the Exchange Agentdetermination of fair value, make any payment pursuant toss.414-356 of the holder HBCA or offer pursuant toss.414-358 of such Book-Entry Interests the HBCA. No Dissenting Shareholder shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive Merger Consideration or any dividends or other distributions pursuant to Section 1.6(a)(i) (after taking into account all Yankees this Article III. If any Dissenting Shareholder fails to perfect or effectively withdraws or loses the right to dissent, the CB Shares then held by such holder and the Elections(s) made with Dissenting Shareholder will thereupon be treated as though such shares had been converted into CB Shares in respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Booka Non-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that Election is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or naturemade.

Merger Consideration. After the Effective Time, and upon delivery Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquisition, together with a letter of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b)transmittal, the terms of the Transmittal Letter duly executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Exchange Agent"Transmittal Documents"), the holder of such Book-Entry Interests Certificate shall be entitled to receive in exchange therefortherefor the Merger Consideration for each share of Common Stock formerly represented by such Certificate, without any interest thereon, less any required withholding of taxes, and the Exchange Agent Certificate so surrendered shall thereupon be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Sharescanceled. In the event of a transfer of ownership of any Yankees Shares that shares of Common Stock which is not registered in the transfer records of Yankeesthe Company, the proper number of Braves Shares and the proper amount in cash Merger Consideration may be transferred by issued and paid in accordance with this Article III to the Exchange Agent to transferee of such a transferee shares if written instructions authorizing the transfer Certificate evidencing such shares of the Book-Entry Interests are Common Stock is presented to the Exchange Agent, Agent and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any case, accompanied by all documents required to evidence related stock power must be properly guaranteed and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion the person requesting payment of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall must either pay any transfer or other similar Taxes taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person person other than the registered holder of any Book-Entry Interests, the Certificate so surrendered or shall establish to the satisfaction of Braves or the Exchange Agent Surviving Corporation that such Tax tax has been paid or is not applicable. The Braves Shares constituting Merger Consideration will be delivered by the stock portion Exchange Agent as promptly as practicable following surrender of a Certificate and the Merger Consideration, at Braves’s option, shall related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in uncertificated connection with the book-entry formdelivery of securities. No interest will be payable on such Merger Consideration. Until surrendered in accordance with this Section 3.02, unless a physical certificate is otherwise required under applicable Law. For each Certificate shall be deemed at any time after the purposes of this AgreementEffective Time to evidence only the right to receive, upon such surrender, the term “Person” means Merger Consideration for each share of Common Stock formerly represented by such Certificate. The Exchange Fund shall not be used for any individualpurpose other than as set forth in this Article III. Any interest, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity dividends or other entity income earned on the investment of any kind or naturecash held in the Exchange Fund shall be for the account of the Surviving Corporation.

Merger Consideration. After Subject to the provisions of this Restated Agreement and any applicable backup or other withholding requirements, each of the issued and outstanding shares ("WEB SHARES") of common stock, no par value per share, of Web ("WEB 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 the Web Shares, 309.0909 shares (the "EXCHANGE RATIO") of Parent Common Stock, par value $.0001 per share ("PARENT COMMON STOCK"), plus cash in lieu of any fractional share as hereinafter provided (the "MERGER CONSIDERATION"). The Exchange Ratio is calculated based on the assumption that all outstanding options and warrants to purchase Web Common Stock will be exercised effective on or before the Closing Date. If any of such options or warrants are not so exercised, the Exchange Ratio shall be increased to reflect the actual number of shares of Web Common Stock issued and outstanding as of the Closing Date; PROVIDED, HOWEVER, that Parent shall have no obligation with respect to any such unexercised options and warrants. No fractional shares of 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 as a shareholder of Parent. In lieu thereof, any Person who would otherwise be entitled to a fractional share of Parent Common Stock pursuant to the provisions hereof shall receive an amount in cash equal to 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 ($5.50). Each share of Web Common Stock held in the treasury of Web or by a wholly-owned subsidiary of Web shall be cancelled as of the Effective Time and no Merger Consideration shall be payable with respect thereto. From and after the Effective Time, and upon delivery there shall be no further transfers on the stock transfer books of Web of any of the Web Shares outstanding prior to the Exchange Agent Effective Time. Subject to the provisions of instructions authorizing transfer and cancellation this Restated Agreement, at the Effective Time, all the shares of Book-Entry Interests in accordance with Section 2.1(b), Acquisition Subsidiary common stock outstanding immediately prior to the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests Merger shall be entitled to receive in exchange thereforconverted, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion virtue of the Merger Consideration 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 one share of the Surviving Corporation Common Stock shall constitute all of the issued and paid and the cash portion outstanding capital stock of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or natureSurviving Corporation.

Merger Consideration. After Each share of Common Stock (as defined below) issued and outstanding immediately prior to the Effective Time (each such share, a “Share”) (other than (i) Shares owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Parent immediately prior to the Effective Time and Shares owned by the Company, including Shares held in treasury by the Company or owned by any direct or indirect wholly-owned subsidiary of the Company, and in each case not held on behalf of third parties (collectively, the “Cancelled Shares”) and (ii) the Dissenting Shares (as defined below)) shall be converted automatically into and shall thereafter represent the right to receive $42.00 per Share in cash, without interest and subject to any applicable withholding Taxes as provided in Section 2.3(e) (the “Per Share Merger Consideration”), upon the surrender of any non-certificated shares represented by a book-entry (each, a “Book-Entry Share”) in the manner provided in this Article II. At the Effective Time, all of the Shares that have been converted into a right to receive the Per Share Merger Consideration (other than Cancelled Shares and upon delivery Dissenting Shares) as provided in this Section 2.1(a) shall no longer be outstanding and shall be cancelled and extinguished automatically and shall cease to the Exchange Agent exist. Each former holder of instructions authorizing transfer and cancellation of a Book-Entry Interests Share that was outstanding immediately prior to the Effective Time will cease to have any rights with respect to such Share, except for the right to receive the Per Share Merger Consideration, without interest and subject to applicable withholding Taxes, to be paid in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder consideration therefor upon surrender of such Book-Entry Interests shall be entitled to receive Shares in exchange therefor, and accordance with this Article II. Any Per Share Merger Consideration paid upon the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation surrender of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) Share shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented Share and the respective non-certificated Share formerly represented thereby. As provided in Section 2.3(e), the right of any holder of a Share to receive the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Per Share Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that subject to and reduced by the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder amount of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required withholding under applicable tax Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Merger Consideration. After (a) At or following the Effective Time, as applicable, by virtue of the Merger and upon delivery without any action on the part of the Company, Buyer, Merger Sub or any of the Holders: (i) Each Unit issued and outstanding immediately prior to the Exchange Agent Effective Time shall be automatically converted into the right to receive the Holder’s Percentage Share of instructions authorizing transfer and cancellation the various components of Book-Entry Interests the Merger Consideration, in accordance with Section 2.1(b3.1(b). (ii) Each Unit held by the Company shall be automatically cancelled and no consideration shall be issued or paid in respect thereof. (iii) Each membership interest of Merger Sub outstanding immediately prior to the Effective Time shall be converted into one fully paid and non-assessable membership interest of the Surviving Company. (b) U.S. Bank National Association shall act, at Buyer’s expense, as paying agent (the “Paying Agent”) in effecting the exchanges provided for herein. Subject in each case to Buyer’s rights of offset set forth in Section 9.7 and to the provisions of the penultimate sentence of Section 6.12(b), and the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange AgentSecurityholder Representative’s rights set forth in Section 10.4(e), the holder of such Book-Entry Interests each Holder shall be entitled to receive from the Paying Agent or the Escrow Agent, as applicable, in exchange thereforfor all Units such Holder holds, and such Holder’s Percentage Share of the Exchange Merger Consideration. Notwithstanding the foregoing, neither Buyer, the Company, the Surviving Company, the Paying Agent, Escrow Agent nor any other Person shall be required liable to deliver any Holder for Merger Consideration duly delivered to each such holdera public official pursuant to any applicable abandoned property, escheat or similar law. (c) At the Closing, Buyer shall: (i) deposit with the number of Braves Shares Paying Agent, for the benefit of, and distribution to, the Holders (other than Victoria) in accordance with their respective Percentage Shares, an amount in cash that such holder is entitled equal to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held the Holders’ Closing Payment minus the Victoria Closing Payment, by such holder and the Elections(s) made with respect wire transfer of immediately available funds to such Yankees Shares by such holder), and account or accounts of the Paying Agent as the Paying Agent shall designate in writing to Buyer not less than two (2) Business Days prior to the Closing Date; (ii) pay to Victoria the Victoria Closing Payment, by wire transfer of immediately available funds to such account or accounts of Victoria as Victoria shall designate in writing to Buyer not less than two (2) Business Days prior to the Closing Date; (iii) deliver to the Surviving Company an amount equal to the Performance Pool Closing Amount, which shall be distributed to the Performance Unitholders pro rata in accordance with their respective Performance Units, as may be adjusted prior to the Closing pursuant to the terms of the LTIP, pursuant to the Surviving Company’s payroll practices; (iv) deposit the Escrow Amount with U.S. Bank National Association, as the escrow agent (the “Escrow Agent”) pursuant to the Escrow Agreement, by wire transfer of immediately available funds to such account or accounts of the Escrow Agent as the Escrow Agent shall designate in writing to Buyer not less than two (2) Business Days prior to the Closing Date, to be held pursuant to the terms of the Escrow Agreement; and (v) deliver to the Securityholder Representative an amount equal to the Securityholder Representative Hold-Back Amount, by wire transfer of immediately available funds to such account or accounts of the Securityholder Representative as the Securityholder Representative shall designate in writing to Buyer not less than two (2) Business Days prior to the Closing Date. (d) As of the Effective Time, by virtue of the Merger and without any cash action on the part of the Company, Buyer, Merger Sub or any of the Holders, all rights in lieu respect of fractional shares which all Units of the holder has Company shall cease to exist, other than the right to receive pursuant the consideration as described in this Article III, payable, in each case, at the times and subject to Section 2.1(ethe forms provided for therein or elsewhere in this Agreement. At the Effective Time, the unit transfer books of the Company shall be closed and no transfer of Units shall thereafter be made. (e) Not less than twenty (20) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Initial MSR Valuation Statement”) setting forth the Company’s proposed valuation of the Initial MSR Portfolio (the “Initial MSR Value”). Absent an objection of Buyer in writing, which shall be delivered to the Company within ten (10) Business Days following delivery of the Initial MSR Valuation Statement, as to the proposed Initial MSR Value set forth in the Initial MSR Valuation Statement, such valuation by the Company shall be the Initial MSR Value used for purposes of determining the Estimated MSR Value. Should Buyer issue an objection to such valuation, it shall include in its objection its proposed adjustments to such valuation and its reasons therefor. The parties shall discuss any such proposed adjustments in good faith, and the Initial MSR Value shall be revised to reflect any adjustments to which the parties have agreed in writing prior to Closing. Absent such agreement, the Company’s valuation shall be the Initial MSR Value used for purposes of determining the Estimated MSR Value. For purposes of determining the Estimated MSR Value, the valuation of mortgage servicing rights recorded by the Company during the period between the Initial MSR Cut-Off Date and the Pre-Closing MSR Cut-Off Date (the “Interim MSRs”) shall equal the book value thereof recorded by the Company in accordance with GAAP. Not less than seven (7) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Interim MSR Value Statement”) setting forth the aggregate book value of the Interim MSRs (the “Interim MSR Value”). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion sum of the Merger Consideration issued and paid Initial MSR Value and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) Interim MSR Value shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares “Estimated MSR Value” that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the used for purposes of this Agreement, calculating the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or natureClosing Payment.

Merger Consideration. After (a) Notwithstanding anything contained in this Agreement or the Effective TimeWarrant Certificates to the contrary, in connection with the merger of General Merger Sub 2, Inc. (“Merger Sub 2”), a wholly-owned subsidiary of Media General, Inc. (“General”), with and into the Company pursuant to that certain Agreement and Plan of Merger, dated June 5, 2013, by and among the Company, General, General Merger Sub 1, Inc., a wholly owned subsidiary of General, Merger Sub 2, and upon delivery General Merger Sub 3, LLC, a wholly owned subsidiary of General (the “Merger Agreement”), all Lender Warrants issued and outstanding as of immediately prior to the Exchange Agent of instructions authorizing transfer Combination Merger Effective Time (as such term is defined in the Merger Agreement) shall be automatically cancelled and cancellation of Book-Entry Interests exchanged (the “Merger Exchange”) in accordance with Section 2.1(bthe Combination Merger (as such term is defined in the Merger Agreement), the terms without any payment of the Transmittal Letter and such other documents as may reasonably be required by the Exchange AgentExercise Price, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has for the right to receive (upon completion by the Holder of such Lender Warrants of a duly executed and properly completed Letter of Transmittal (as such terms defined in the Merger Agreement) pursuant to Section 2.1(e). The Book-Entry Interests that are the Merger Agreement, and subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer to the other terms and cancellation of any Book-Entry Interests. The stock portion conditions of the Merger Consideration Agreement) an aggregate number of fully paid, validly issued and paid and nonassessable shares of General Voting Common Stock (as such term is defined in the cash portion Merger Agreement) equal to the number of shares of Common Stock that would be received upon exercise of the Lender Warrants multiplied by the Exchange Ratio (as defined in the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) Agreement); and this Section 2.1(c) upon conversion of any Yankees Shares (including any provided, further, that cash shall be paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion 1.7 of the Merger Consideration Agreement; provided, that the Holder may elect to receive shares of General Non-Voting Common Stock (as such term is to be defined in the Merger Agreement) in lieu of shares of General Voting Common Stock upon the terms set forth in the Merger Agreement by so indicating in such Holder’s Letter of Transmittal delivered to a Person other than General prior to the holder Closing (as such term is defined in whose name the Merger Agreement). (b) The Holder shall not be required to execute and become party to the Equityholders Agreement pursuant to Section 2.03(g) in connection with the Merger Exchange.” (c) The General Voting Common Stock and the General Non-Voting Common Stock received by the Holder in connection with the Merger Exchange shall not be stamped or otherwise imprinted with any Book-Entry Interests are registered, it legends pursuant to Section 4.02(e). (d) This Agreement shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion terminate automatically upon consummation of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or natureExchange.”

Merger Consideration. After (a) All of the Parent Common Stock to be issued by Parent hereunder has been, or prior to the Closing will be, duly authorized and, upon the issuance thereof in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable and not subject to any preemptive or similar rights. (b) Parent has executed financing commitment letters in place from Bank of America, N.A. and Banc of America Securities LLC, pursuant to which such financial institutions have committed, upon the terms and subject to the conditions set forth therein, to provide financing to Parent in an amount up to $200,000,000 and to provide financing to Fluent in an amount of $23,000,000 (the “Fourth Merger Indebtedness”) each in connection with the transactions contemplated by this Agreement (the “Commitment Letters”); provided that the Fourth Merger Indebtedness shall be made without any guarantee, asset pledge or other form of credit support from any entity which owns, directly or indirectly, any interest in Fluent. In addition, after the Fourth Effective Time, and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange thereforParent will not, and the Exchange Agent shall be required to deliver to each such holderwill not permit any of its Subsidiaries other than Fluent and its Subsidiaries to, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) repay any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Fourth Merger Indebtedness or contribute or loan any funds to Fluent for such purpose or become liable for the Fourth Merger Indebtedness through a refinancing or otherwise. The Fourth Merger Indebtedness shall be repaid by Fluent solely through its own earnings and cash flow. The Commitment Letters are in full force and effect; all commitment fees required to be paid thereunder have been paid in full or will be duly paid in full if and when due; and the Commitment Letters have not been amended or terminated. Parent has no reason to believe that any condition to the Commitment Letters which is within its control will not be satisfied or waived prior to the First Effective Time. As of the Closing, Parent will have sufficient funds to pay all cash amounts required to be paid by it, the Surviving Companies and Merger Subs in connection with the First, Second and Third Mergers, including the cash portion of the First Merger Consideration issued and paid and the cash portion of the Third Merger Consideration and all payments, fees and expenses related to or arising out of the First, Second and Third Mergers. Immediately following the Fourth Effective Time, Fluent will have sufficient funds to pay all cash amounts required to be paid by it or Merger Sub III in accordance connection with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (Fourth Merger, including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Fourth Merger Consideration and all payments, fees and expenses related to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion arising out of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or natureFourth Merger.

Merger Consideration. After (a) Each Stockholder understands that the Effective Timeshares of Parent Common Stock issued in the Merger will not be registered under the Securities Act nor qualified under the Blue Sky Laws of any state and that the Parent Common Stock is being offered and sold to the Stockholders pursuant to an exemption from such registration and qualification based in part upon the representations of such Stockholder contained herein. (b) Each Stockholder represents and warrants to Parent that he is an "accredited investor," as defined in Rule 501 under the Securities Act. (c) Each Stockholder acknowledges and agrees with Parent that he has received and reviewed this Agreement and has received and reviewed all further information, if any, regarding Parent necessary to make an informed investment decision to invest in the Parent Common Stock, including information requested to verify other information received, and upon delivery has received, all information that he has requested from Parent, and has been afforded a reasonable opportunity to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b)ask questions about Parent, the Parent Common Stock and the terms and conditions of this Agreement, and has received satisfactory answers to all such questions. (d) Each Stockholder acknowledges to Parent that he is fully aware of the Transmittal Letter applicable transfer restrictions of the Parent Common Stock to be issued in the Merger, recognizes that it may be necessary to hold the Parent Common Stock indefinitely and such other documents as may reasonably be required by can bear the Exchange Agenteconomic risk of his investment in the Parent Common Stock (including a complete loss of the investment). (e) Each Stockholder acknowledges and agrees with Parent that he is acquiring the Parent Common Stock issued in the Merger for investment for his own account and not with a view to, or for resale in connection with, the holder distribution or other disposition thereof. Each Stockholder agrees with Parent that he will not, directly or indirectly, offer, transfer, sell, assign, pledge, hypothecate or otherwise dispose of such Book-Entry Interests shall be entitled to receive (each, a "Transfer") any of the Parent Common Stock issued in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, Merger unless (i) the number of Braves Shares and an amount in cash that such holder Transfer is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and an effective registration statement under the Elections(s) made with respect to such Yankees Shares by such holder), and Securities Act or (ii) any cash counsel for such Stockholder (which counsel shall be reasonably acceptable to Parent) shall have furnished Parent with an opinion, satisfactory in lieu of fractional shares which form and substance to Parent, to the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests effect that are the subject of no such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion registration is required because of the Merger Consideration issued and paid and availability of an exemption from registration under the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or natureSecurities Act.

Merger Consideration. After (a) Subject to the provisions of this Agreement, at the Effective Time, automatically by virtue of the Merger and without any action on the part of United, Tidelands or the shareholders of either of the foregoing, the merger consideration to be paid by United for the Merger (the “Merger Consideration”) shall be payable on the Closing Date as follows: (i) United shall pay, or cause to be paid, on Tideland’s behalf, the CPP Redemption Payment to Treasury or its designee; and (ii) The holders of Tidelands Stock, other than holders properly exercising their dissenter rights pursuant to Section 3▇-▇▇-▇▇▇ of the SCBCA, shall receive, in exchange for each outstanding share of Tidelands Stock, $0.52 in cash (the “Shareholder Consideration”). (b) As soon as practicable after the Effective Time, United shall cause the exchange agent selected by United (the “Exchange Agent”) to mail to the former shareholders of Tidelands appropriate transmittal materials (which shall specify that delivery shall be effected, risk of loss and title to the certificates or other instruments theretofore representing shares of Tidelands Stock shall pass, only upon proper delivery of such certificates or other instruments to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(bAgent), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares shares of Tidelands Stock represented by one or more certificates that is are not registered in the transfer records of YankeesTidelands, the proper number of Braves Shares and the proper amount Shareholder Consideration payable for such shares as provided in cash Section 1.2 may be transferred by the Exchange Agent issued to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests certificate or certificates representing such shares are presented delivered to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to evidence the Exchange Agent that such transfer is proper and that any applicable stock transfer Taxes taxes have been paid. (c) Each holder as of the Effective Time of any of the shares of Tidelands Stock to be converted as above provided, upon presentation and surrender of the certificates for such shares to United, shall be entitled to receive in exchange therefor the Shareholder Consideration to which such shareholder shall be entitled according to the terms of this Agreement. Until such surrender, each outstanding share of Tidelands Stock which prior to the Effective Time represented Tidelands Stock shall be deemed for all corporate purposes to evidence the right to receive the Shareholder Consideration payment for such shares. (d) Any Shareholder Consideration that remains unclaimed by the shareholders of Tidelands will be provided to the appropriate public official pursuant to applicable abandoned property, escheat or similar laws when and as required by applicable law, and United shall not be liable to any former holder of shares of Tidelands Stock for any amount so delivered. (e) If any portion of the Merger Consideration is to be delivered to a Person other than the holder Tidelands Stock certificate shall have been lost, stolen or destroyed, United may, in whose name any Book-Entry Interests are registered, it shall be its discretion and as a condition precedent to the delivery of any Shareholder Consideration, require the owner of such exchange lost, stolen or destroyed Tideland Stock certificate to provide a bond and an appropriate affidavit and indemnity agreement (satisfactory to United) as indemnification against any claim that the Person requesting may be made against United with respect to such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves Tidelands Stock certificate. (f) United or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of shall be entitled to deduct and withhold from the Merger ConsiderationConsideration and any other amounts otherwise payable pursuant to this Agreement to any individual or entity (a “Person”) such amounts, at Braves’s optionif any, as it is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that amounts are so withheld and remitted to the appropriate governmental authority by or on behalf of United, such amounts withheld shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the treated for all purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity Agreement as having been paid to such Person in respect of any kind or naturewhich such deduction and withholding was made by United.

Merger Consideration. After the Effective Time, and upon delivery (a) Subject to the Exchange Agent provisions of instructions authorizing transfer Section 1.3(d) hereafter, the Merger Consideration, consisting of the total purchase price payable to the P2i Newspaper Stockholder in connection with the acquisition by merger of P2i Newspaper, shall be delivered and cancellation shall consist exclusively of Book-Entry Interests in accordance with Section 2.1(ba maximum of 19,383,531 newly issued shares of common stock, no par value per share, of Acquiror (the "Acquiror Common Stock"), subject to adjustments as set forth herein. The Merger Consideration shall be reduced by such number of shares of Acquiror Common Stock as equal the terms total fees incurred to audit the financial statements of P2i or P2i Newspaper, divided by $.50. In the Transmittal Letter and such event this agreement is terminated for any reason other documents than a breach solely by Acquiror or Newco, P2i shall immediately reimburse Acquiror for all accounting c▇▇▇▇ ▇▇▇▇▇red in connection with the preparation of financial statements of P2i or P2i Newspaper which were paid by Acquiror. (b) The Merger Consideration, as may reasonably adjusted, shall be required by payable to P2i as follows: Commencing with the Exchange Agentfirst calendar quarter of 2003, the holder total gross revenues of such Book-Entry Interests Newco (gross sales income, without regard to cost, which shall be known as "Gross Income"), as determined by Aquiror's regularly engaged auditors, shall be calculated quarterly within 30 days after the end of each calendar quarter during the years 2003, 2004 and 2005. For each $1.00 of Gross Income, P2i shall be entitled to receive in exchange thereforten shares of Acquiror Common Stock, and up to a maximum aggregate number of shares for all periods equal to the Exchange Agent Merger Consideration, as adjusted. Such shares shall be required delivered to deliver to P2i within ten business days after the calculation of Gross Income for each such holder, (i) calendar quarter. It is intended that the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion delivery of the Merger Consideration issued and shall qualify as a tax-free exchange under the Code. (c) The shares constituting the Merger Consideration 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 cash portion Securities Act of 1933, as amended (the "Securities Act"). (d) Acquiror shall deliver certificates evidencing the Merger Consideration to P2i upon the execution and delivery of a copy of an investment letter in the form attached hereto as Exhibit 1.3(d) (the "Investment Letter") to comply with applicable federal and state securities laws. Certificates representing the Merger Consideration will contain a customary legend concerning the restricted nature of the securities. (e) Except as otherwise set forth herein, the Merger Consideration will be subject to a three year Lock-Up agreement which may be released earlier upon 1) Acquiror Common Stock closing at or above $4.50 per share for 20 consecutive trading days, or 2) Acquiror Common Stock trading 500,000 or more shares per week for 20 consecutive trading days at the closing price of at least $3.50 per share. Certificates representing the Merger Consideration will contain a legend evidencing the foregoing. Notwithstanding the foregoing, at P2i's request, up to 15% of the Merger Consideration paid may be included in accordance a registration statement filed by Acquiror with the terms of Section 1.6(a)(i) Securities and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid Exchange Commission, in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares Acquiror undertakes an underwritten public offering and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition underwriter of such exchange that offering approves the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion inclusion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Merger Consideration. After the Effective Time, and upon delivery to the Exchange Escrow Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms of the Merger Transmittal Letter and such other documents as may reasonably be required by the Exchange Escrow Agent, the holder of such Book-Entry Interests shall be entitled to receive in exchange therefor, and the Exchange Escrow Agent shall be required to deliver to each such holderholder (subject to Section 2.9(f)), (i) the number of Braves Holdco Shares and an amount in cash respect of the aggregate Merger Consideration that such holder is entitled to receive pursuant to Section 1.6(a)(i) 2.7 (after taking into account all Yankees NYSE Euronext Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e2.9(d) and in respect of any dividends or other distributions which the holder has the right to receive pursuant to Section 2.9(c). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration Holdco Shares issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c2.9(b) upon conversion of any Yankees NYSE Euronext Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e2.09(d)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees NYSE Euronext Shares. In the event of a transfer of ownership of any Yankees NYSE Euronext Shares that is not registered in the transfer records of YankeesNYSE Euronext, the proper number of Braves Holdco Shares and the proper amount in cash may be transferred by the Exchange Escrow Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Escrow Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is Holdco Shares are to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Holdco Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves Holdco or the Exchange Escrow Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.limited

Merger Consideration. After the Effective Time, The total Merger Consideration to be paid collectively by Parent and upon delivery White Mountain to each Securityholder shall be an amount equal to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), the terms 1999 Value of the Transmittal Letter and such other documents Company, as may reasonably be required by the Exchange Agent, the holder that term is defined in this Agreement. Each share of such Book-Entry Interests Stock shall be entitled to receive in exchange therefor, and a sum equal to the Exchange Agent 1999 Value of the Company divided by the total number of shares of the Stock. The Merger Consideration shall be required paid to deliver to each such holderthe Securityholders as follows: (a) At Closing, (i) the number of Braves Shares and an amount in cash that such holder is entitled to Securityholders shall receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion their pro rata share of the Merger Consideration issued and paid and the cash portion sum equal to Fifty Per Cent (50%) of the Merger Consideration paid in accordance with Initial Payment through the terms issuance of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, authorized capital stock of Arguss ("Arguss Stock") as set forth in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable LawExhibit 2.2(a). For the purposes of determining the number of shares of Arguss Stock to be issued to the Securityholders pursuant to this Agreementparagraph 2.2(a), the term “Person” means any individualvalue of each share of Arguss Stock shall be Fifteen Dollars and Fifty Cents ($15.50). (b) At Closing, corporation the Securityholders shall receive their pro rata share of the sum equal to Fifty Per Cent (including not-for-profit50%) of the Initial Payment, less the amount retained pursuant to Section 2.2(d), general in cash, wire transfer, or limited partnershipcertified funds as set forth on Exhibit 2.2(b). (c) At Closing, limited liability companyParent shall deposit the Escrowed Merger Consideration in an Escrow Account to be held and/or released pursuant to the terms and conditions of the Escrow Agreement attached as Exhibit 6.5. Fifty Per Cent (50%) of the Escrowed Merger Consideration shall be in the form of a promissory note and Fifty Per Cent (50%) of the Escrowed Merger Consideration shall be in the form of an irrevocable commitment to issue shares of Arguss Stock. For the purpose of determining the number of shares of Arguss Stock to be placed in Escrow pursuant to this paragraph 2.2(c), joint venturethe value of each share of Arguss Stock irrevocably committed shall be Fifteen Dollars and Fifty Cents ($15.50). (d) At Closing, estatein the event the July 1998 Audit has not been delivered to Parent, trustSecurityholders shall place Seven Hundred Fifty Thousand Dollars ($750,000) of the funds received pursuant to Section 2.2(b), associationabove, organizationwith ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Governmental Entity counsel for Parent, to be held and released pursuant to the Audit Price Adjustment Agreement attached as Exhibit 6.18 as security for repayment by Securityholders of the difference between the Initial Payment received and Seventy-Five Percent (75%) of the 1998 Adjusted Value of the Company. (e) On November 1, 1999, Securityholders shall receive the sum equal to the difference, if any, between (a) the 1999 Value of the Company and (b) the lesser of the Initial Payment or other entity Seventy-Five percent (75%) of the 1998 Adjusted Value of the Company. Such payment shall be made in equal parts of cash and Arguss Stock and shall be reduced by any kind sum owed to Parent by Securityholders pursuant to the Audit Price Adjustment Agreement. For the purposes of determining the number of shares of Arguss Stock to be issued to Securityholders pursuant to paragraph 2.2(e), the value of each share of Arguss Stock shall be Fifteen Dollars and Fifty Cents ($15.50). To enable all parties to determine the 1999 Value of the Company, the Securityholders shall cause the July 1999 Audit to be completed and delivered to Parent, at Parent's expense on or naturebefore October 31, 1999. (f) For the purposes of determining the Merger Consideration due at Closing, the Net Worth of the Company shall be the Net Worth of the Company as set forth on the Closing Balance Sheet. In the event the Net Worth of the Company as set forth in the July 1998 Audit is more than $3,200,000, such excess shall be paid to Securityholders in cash on the tenth day of the month following the month the July 1998 Audit is delivered. In the event the Net Worth is less than $3,200,000, as adjusted by Parent pursuant to Section 6.16, such deficiency shall be withheld from the Merger Consideration paid to Securityholders pursuant to Section 2.2(b), hereof. Further, in the event that the Net Worth of Company as set forth in the July 1998 Audit is less than the Net Worth set forth on the Closing Balance Sheet, such difference shall be paid to Parent pursuant to the Audit Price Adjustment Agreement. (g) In the event that the last traded price of Arguss Stock at the close of business on July 31, 1999 is less than Fifteen Dollars and Fifty Cents ($15.50) per share, the calculation of the value of each share of Arguss Stock in Section 2.2(a), 2.2(c), 2.2(e) and in Section 6.11 shall be adjusted, and the value of each share of Arguss Stock shall become the greater of the market price as of July 31, 1999 or the market price as of September 4, 1998.

Merger Consideration. After At the Effective Time, by virtue of the Merger and upon delivery without any action by any party hereto or any other Person: (i) Subject to the Exchange Agent provisions of instructions authorizing transfer this Section 2, each share of Island Series Seed Preferred Stock issued and cancellation outstanding immediately prior to the Effective Time (other than any shares which remain outstanding pursuant to Section 2(g)) will be converted automatically into the right, subject to the Stockholder’s delivery of Book-Entry Interests a Letter of Transmittal, to receive the Per Share Series Seed Merger Consideration, as adjusted pursuant to Section 3. (ii) Subject to the provisions of this Section 2, each share of Island Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares which remain outstanding pursuant to Section 2(g)) will be converted automatically into the right, subject to the Stockholder’s delivery of a Letter of Transmittal, to receive the Per Share Series A Merger Consideration, as adjusted pursuant to Section 3. (iii) Subject to the provisions of this Section 2, all shares of Island Common Stock held by a Stockholder immediately prior to the Effective Time (other than any shares which remain outstanding pursuant to Section 2(g)) will be converted automatically into such Stockholder’s right, subject to the Stockholder’s delivery of a Letter of Transmittal, to receive the Per Share Common Stock Merger Consideration, as adjusted pursuant to Section 3. (iv) For the avoidance of doubt, all Per Share Merger Consideration payable at Closing will be based upon the Estimated Purchase Price and will be subject to adjustment based upon the Purchase Price determined in accordance with the Final Closing Schedule. (v) Upon conversion of each share of Island Preferred Stock pursuant to Section 2.1(b2(f)(i) or Section 2(f)(ii), the terms of the Transmittal Letter and such other documents as may reasonably be required by the Exchange Agentor Island Common Stock pursuant to Section 2(f)(iii), the holder of such Book-Entry Interests share of Island Preferred Stock or Island Common Stock, as applicable, shall be entitled cease to have any rights with respect thereto, except the right, subject to the Stockholder’s delivery of a Letter of Transmittal, to receive the Per Share Series Seed Merger Consideration, the Per Share Series A Merger Consideration or the Per Share Common Stock Merger Consideration, as applicable, and, in exchange thereforeach case, and the Exchange Agent shall be required to deliver to each such holder, (i) the number of Braves Shares and an amount in cash that such holder is entitled to receive as adjusted pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made 3, to be paid in consideration therefor upon delivery of a Letter of Transmittal with respect to such Yankees Shares shares in accordance with Section 2(h). (vi) Any shares of Island Capital Stock owned by such holderIsland or its subsidiaries as treasury stock immediately prior to the Effective Time shall be cancelled without any conversion thereof pursuant to Section 2(f), and (ii) any cash in lieu of fractional shares which the holder has the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) no payment shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or naturemade with respect thereto.

Merger Consideration. After (a) The aggregate consideration for the Effective Time, Shares and upon delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book-Entry Interests in accordance with Section 2.1(b), Vested Options (the terms “Merger Consideration”) is equal to: (i) $950,000,000; (ii) plus the Aggregate Exercise Amount of the Transmittal Letter and such other documents as may reasonably be required Vested Options; and (iii) minus the amount by which Transaction Expenses exceed $[*]. (b) The aggregate consideration for the Exchange Agent, Accelerated Options (the holder of such Book-Entry Interests shall be entitled “Accelerated Option Consideration”) is equal to receive in exchange therefor, and the Exchange Agent shall be required to deliver to each such holder, (i) the Merger Consideration Per Share multiplied by the aggregate number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder)Accelerated Options, and minus (ii) the Aggregate Exercise Amount in respect of all Accelerated Options. (c) Subject to the terms and conditions hereof, including Section 2.7(b), at the Closing, Purchaser will: (i) deposit $[*] (the “Escrow Amount,” and together with any cash in lieu of fractional shares which interest or other earnings thereon, the holder has “Escrow Fund”) with the right Escrow Agent, to receive be held, invested, and distributed by the Escrow Agent pursuant to Section 2.1(ethe terms and conditions of an escrow agreement in substantially the form attached hereto as Exhibit E (as amended, modified or supplemented from time to time in accordance with the terms thereof, the “Escrow Agreement”) to be entered into as of the Closing by Purchaser, the Surviving Corporation, Representative and the Escrow Agent to satisfy the due performance and payment of the Indemnifying Equityholders’ potential indemnification obligations pursuant to Article X; (ii) deliver the Representative Expense Amount to the Representative (in accordance with the instructions provided by the Company to Purchaser at least three (3) Business Days prior to the Closing Date). The Book-Entry Interests that are ; (iii) deliver or make available the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion Accelerated Option Consideration being paid to holders of Vested Options and Accelerated Options (in each case, other than with respect to No-Withholding Options) and the Promised Option Bonus Amount to the Surviving Corporation and cause the Surviving Corporation to pay and deliver such amounts to Vested Optionholders, Accelerated Optionholders and Promised Optionholders, in accordance with Section 2.6 (except in each case with respect to the Vested Options described in Part 2 of Schedule V and certain Accelerated Options as provided in Section 2.6(b) of the Disclosure Schedule); and (iv) deposit an amount equal to the Merger Consideration paid Consideration, minus the payments contemplated by clauses (i) – (iii) above, with Citibank, N.A., a national banking association (together with its successors and permitted assigns, “Paying Agent”), to be distributed by Paying Agent pursuant to Section 2.6 and the terms and conditions of a Paying Agent Agreement to be entered into as of the Closing by Purchaser, Representative and Paying Agent in substantially the form attached hereto as Exhibit F (as amended, modified or supplemented from time to time in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankeesthereof, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange “Paying Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit”), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Merger Consideration. After At the Effective Time, each Share issued and upon delivery outstanding immediately prior to the Effective Time will be canceled and converted automatically into the right to receive an amount in cash equal to the Offer Price, without interest thereon (the “Merger Consideration”) and subject to any required withholding taxes, other than (i) Shares held in the treasury of Santarus or owned by Salix, Purchaser or any wholly owned subsidiary of Salix or Santarus, which Shares will be canceled and will cease to exist and no payment will be made with respect thereto, and (ii) Shares held by any person who is entitled to demand and who properly demands appraisal of such Shares pursuant to Section 262 of the DGCL. Exchange Procedures. Salix will cause Intermediary to deposit with Computershare Trust Company, N.A. (in such capacity, the “Paying Agent”) the amount of cash necessary to pay for the Shares converted into the right to receive the Merger Consideration. Promptly (and in any event within three business days) after the Effective Time, Salix and the Surviving Corporation will cause the Paying Agent to mail to each holder of record whose Shares were converted into the right to receive the Merger Consideration the Letter of Transmittal and instructions for use in such exchange. Upon surrender to the Paying Agent of instructions authorizing transfer a certificate theretofore representing Shares for cancellation, together with a duly completed and cancellation validly executed Letter of BookTransmittal or, in the case of book-Entry Interests in accordance with Section 2.1(b)entry shares, upon receipt of an Agent’s Message by the terms of the Transmittal Letter and Paying Agent (or such other documents evidence of transfer as the Paying Agent may reasonably be required by the Exchange Agentrequest), the holder of such Book-Entry Interests shall be entitled to Shares will receive the Merger Consideration payable in exchange thereforrespect thereof. Until so surrendered or transferred, and as the Exchange Agent shall be required to deliver to case may be, each such holder, (i) certificate or book-entry Share will represent after the number of Braves Shares and an amount in cash that such holder is entitled to receive pursuant to Section 1.6(a)(i) (after taking into account Effective Time for all Yankees Shares then held by such holder and the Elections(s) made with respect to such Yankees Shares by such holder), and (ii) any cash in lieu of fractional shares which the holder has purposes only the right to receive pursuant to Section 2.1(e). The Book-Entry Interests that are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon such transfer and cancellation of any Book-Entry Interests. The stock portion of the Merger Consideration issued and paid and the cash portion of the Merger Consideration paid in accordance with the terms of Section 1.6(a)(i) and this Section 2.1(c) upon conversion of any Yankees Shares (including any cash paid in lieu of fractional shares pursuant to Section 2.1(e)) shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Yankees Shares. In the event of a transfer of ownership of any Yankees Shares that is not registered in the transfer records of Yankees, the proper number of Braves Shares and the proper amount in cash may be transferred by the Exchange Agent to such a transferee if written instructions authorizing the transfer of the Book-Entry Interests are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any portion of the Merger Consideration is to be delivered to a Person other than the holder in whose name any Book-Entry Interests are registered, it shall be a condition of such exchange that the Person requesting such delivery shall pay any transfer or other similar Taxes required by reason of the transfer of Yankees Shares or the payment of the applicable cash portion of the Merger Consideration to a Person other than the registered holder of any Book-Entry Interests, or shall establish to the satisfaction of Braves or the Exchange Agent that such Tax has been paid or is not applicable. The Braves Shares constituting the stock portion of the Merger Consideration, at Braves’s option, shall be in uncertificated book-entry form, unless a physical certificate is otherwise required under applicable Law. For the purposes of this Agreement, the term “Person” means any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.