Common use of Merger Consideration Clause in Contracts

Merger Consideration. At the Effective Time, each share of Instron Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted into the right to receive the Cash Merger Consideration. All such shares of Instron Common Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Series B Preferred Stock except as otherwise provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stock.

Merger Consideration. At the Effective Time, each by virtue of the Merger and without any action on the part of Target or any holder of Target Capital Stock: (a) Each of the shares of the Common Stock, par value $.0001 per share of Instron Target (the “Target Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than Target Common Stock held in the Excluded Sharestreasury of Target or by any Subsidiary of Target) will shall be converted into the right to receive $35.00 (the Cash “Merger Consideration”) payable upon the surrender of the certificate formerly representing such Target Common Stock. All such shares of Instron Target Common StockStock when converted, when converted pursuant to the Merger Agreement, shall will no longer be outstanding and shall will automatically be canceled and retired and shall cease to existretired, and each certificate holder of a Target Certificate (a "Certificate"as defined in Section 3.4(e)) will cease to have any rights with respect thereto, which immediately except the right to receive such Merger Consideration. In the event that subsequent to the date of this Agreement but prior to the Effective Time evidenced Time,the outstanding shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Target Common Stock outstanding are changed into a different number of shares or a different class as a result of a stock split, reverse stock split, stock dividend, subdivision, reclassification, combination, exchange, recapitalization or similar transaction, the Merger Consideration will be adjusted to reflect such change. (b) Any Target Common Stock held in the treasury of Target and any Target Common Stock held by any Subsidiary of Target immediately prior to the Effective Time shall be canceled and retired and cease to have any rights with respect exist. (c) The terms of each outstanding option to the Instron purchase shares of Target Common Stock except as otherwise provided in under any employee or director stock option or compensation plan or arrangement of Target (the Merger Agreement “Target Employee Stock Options”) that is outstanding and unexercised, whether vested or by law andunvested, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement(including any plans related thereto), shall no longer be outstanding and adjusted as necessary to provide that, at the Effective Time, such Target Employee Stock Options shall automatically be canceled as of the Effective Time and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only converted at the Effective Time into the right to receive shares receive, in full satisfaction of such Target Employee Stock Options, cash from Surviving Corporation Common Stock. The holders in an amount equal to (X) the excess, if any, of certificates previously evidencing shares the Merger Consideration over the per share exercise price of Series B Preferred each such Target Employee Stock outstanding Option immediately prior to the Effective Time shall cease (subject to have any rights with respect adjustment pursuant to the Series B Preferred last sentence of Section 3.1(a)) multiplied by (Y) the number of shares of Target Common Stock except issuable pursuant to such Target Employee Stock Option as otherwise provided of the Effective Time (in each case whether or not such Stock Option had been fully vested and fully exercisable immediately prior to the Effective Time), which cash payment will be treated as compensation and will be net of any applicable federal or state withholding taxes. (d) Each warrant to purchase shares of Target Common Stock (the “Target Warrants”) which is outstanding and unexercised at the Effective Time shall be canceled as of the Effective Time and converted at the Effective Time into the right to receive, in full satisfaction of such Target Warrant, cash from Surviving Corporation in an amount equal to (X) the excess, if any, of the Merger Agreement or Consideration over the per share exercise price of such Target Warrant immediately prior to the Effective Time (subject to adjustment pursuant to the last sentence of Section 3.1(a)) multiplied by law. The Management Investors will in (Y) the aggregate have 33,042 number of shares of Series B Preferred Target Common Stock converted in issuable pursuant to such Target Warrant as of the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common StockEffective Time.

Merger Consideration. At Subject to the provisions of this Agreement, at the Effective Time, each automatically by virtue of the Merger and without any action on the part of any Person, the shares of the constituent corporations shall be converted as follows (collectively, "MERGER CONSIDERATION"): (a) Each share of Instron GDSC Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted into the right to receive the Cash Merger Consideration. All such shares of Instron Common Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to at the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, be outstanding and shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation GDSC Common Stock. All such shares . (b) Each share of Series B Preferred Stock, when converted pursuant to the DCA Merger Agreement, shall no longer be Sub Common Stock issued and outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to at the Effective Time shall cease to have be outstanding and shall be converted into one share of DCA Common Stock. (c) Each share of GDSC Common Stock (including any rights with respect and all shares of restricted GDSC Common Stock, Performance Shares or earnout shares, all of which are described in the GDSC Disclosure Schedules) issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for one share of ParentCo Common Stock. (d) Each share of DCA Common Stock issued and outstanding at the Effective Time shall cease to be outstanding and shall be converted into and exchanged for 1.67 shares of ParentCo Common Stock. (e) Each share of GDSC Series A Preferred Stock shall cease to be outstanding and shall be converted into and exchanged for the right to receive one share of ParentCo Series A Preferred Stock. (f) Each share of GDSC Series B Preferred Stock except as otherwise provided in shall cease to be outstanding and shall be converted into and exchanged for the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares right to receive one share of ParentCo Series B Preferred Stock converted in the Merger into 33,042 shares Stock. (g) Each share of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of GDSC Series B C Preferred Stock shall cease to be outstanding and shall be converted in the Merger into 32,000 shares and exchanged for one share of Surviving Corporation Common ParentCo Series C Preferred Stock. (h) Each share of GDSC Series D Preferred Stock shall cease to be outstanding and shall be converted into and exchanged for one share of ParentCo Series D Preferred Stock.

Merger Consideration. At the Effective Time, each share by virtue of Instron Common Stock the Merger and without any action on the part of any Party or the holders of the securities of SPAC, holders of the securities of the Company or holders of the securities of Merger Sub (but subject to the Sponsor Letter Agreement): (a) Each SPAC Unit issued and outstanding immediately prior to the Effective Time shall be automatically detached and the holder thereof shall be deemed to hold one (other than 1) SPAC Share and one (1) SPAC Warrant, which underlying securities shall be converted in accordance with the applicable terms of this Section 2.3. (b) Each SPAC Share (excluding, for the avoidance of doubt, any Excluded Shares) will be converted issued and outstanding (taking into the right to receive the Cash Merger Consideration. All such shares of Instron Common Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which consideration any SPAC Stockholder Redemption) immediately prior to the Effective Time evidenced shares shall be converted automatically into, and the holders of Instron Common Stock, such SPAC Shares shall thereafter represent only the right be entitled to receive from the Cash Exchange Agent, for each SPAC Share, one (1) Company Ordinary Share after giving effect to the Capital Restructuring (the “Merger Consideration”), following which all SPAC Shares shall automatically be canceled and shall cease to exist by virtue of the Merger. The holders of Certificates previously evidencing shares of Instron Common Stock SPAC Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock such shares, except as otherwise provided in the Merger Agreement herein or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share of Series B Preferred Stock under applicable Law. (c) Each SPAC Warrant that is issued and outstanding immediately prior to the Effective Time will shall automatically and irrevocably be converted into one a corresponding Company Warrant exercisable for one-half (1⁄2) of a Company Ordinary Share under the terms and conditions of the Company Warrant Agreement. (d) Each SPAC Share held immediately prior to the Effective Time by SPAC as treasury stock, including shares redeemed by the SPAC in connection with a SPAC Stockholder Redemption (if any) (each an “Excluded Share”) shall be automatically canceled and extinguished, and no consideration shall be paid with respect thereto. (e) Each issued and outstanding share of Surviving Corporation Common Stock. All such shares capital stock of Series B Preferred Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding Sub issued and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time shall cease be converted into and become one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Company (the “Surviving Company Common Stock”), which shall constitute the only outstanding share of capital stock of the Surviving Company. (f) The Conversion Factor shall be adjusted to have reflect appropriately the effect of any rights share split, split-up, reverse share split, share dividend or share distribution (including any dividend or distribution of securities convertible into Company Ordinary Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change (in each case, other than the Capital Restructuring) with respect to Company Ordinary Shares occurring on or after the Series B Preferred Stock except as otherwise provided in date hereof and prior to the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common StockClosing.

Merger Consideration. 4.1 Merger Consideration; Conversion or Cancellation of Advisor Common Shares in Merger; Repayment of FARS Note or Inter-Company FARS Final Payment Funding Note. (a) At the Effective Time, each share by virtue of Instron the Merger and without any action by the Parties, all of the outstanding Advisor Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will Shares shall be converted into the right to receive the Cash Merger Consideration. All such shares a total of Instron 3,600,000 CHP Common Stock, when converted Shares (subject to adjustment pursuant to the terms of Section 4.1(c) below), which total number of shares was calculated by dividing $72.0 million by the Per Share Price (such CHP Common Shares, the "Merger AgreementConsideration") pursuant to the terms of Section 4.2 below. As of the Effective Time, all Advisor Common Shares shall no longer cease to be outstanding outstanding, and shall automatically be canceled and retired and shall cease to exist, and each certificate Stockholder, as the holder of certificates representing any of such Advisor Common Shares (a the "CertificateAdvisor Common Share Certificates"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock thereto, except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At As of the Effective Time, each share all of Series B Preferred Stock the membership interests of CHPAC issued and outstanding immediately prior to the Effective Time will shall remain issued and outstanding membership interests of the Surviving Company and shall be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant unchanged and remain solely owned by CHP. (b) In addition to the Merger Consideration payable to the Stockholders pursuant to this Agreement, at the Closing, (i) if the Closing Date is on or before June 30, 2006, CHP shall no longer assume and repay, or cause to be repaid, in full the outstanding principal and accrued and unpaid interest on the FARS Note otherwise due and payable up to and including the Closing Date and the FARS Note shall automatically be canceled cancelled, or (ii) if the Closing Date is after June 30, 2006, CHP shall assume and retired repay, or cause to be repaid, in full the outstanding principal and accrued and unpaid interest on the Inter-Company FARS Final Payment Funding Note otherwise due and payable up to and including the Closing Date and the Inter-Company FARS Final Payment Funding Note shall cease be cancelled. (c) For purposes of adjustments to existthe number of CHP Common Shares issuable as part of the Merger Consideration and other provisions of this Agreement that require or call for a price per CHP Common Share, such price shall be deemed to be $20.00 per CHP Common Share (the "Per Share Price"); provided, however, that the Per Share Price and each certificate previously evidencing such shares the number of Series B Preferred Stock CHP Common Shares issuable as part of the Merger Consideration shall thereafter represent only be proportionately and appropriately adjusted in the right to receive shares event the number of Surviving Corporation outstanding CHP Common Stock. The holders Shares is increased or decreased after the date of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to this Agreement and before the Effective Time shall cease to have on account of any rights with respect to the Series B Preferred Stock except as otherwise provided recapitalization, reclassification, stock split, reverse stock split, combination of shares, exchange of shares, stock dividend or other pro rata distribution payable in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares capital stock of Series B Preferred Stock converted in the Merger into 33,042 shares CHP, but excluding any CHP Common Shares issued under any dividend reinvestment plan of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common StockCHP.

Merger Consideration. At (a) Subject to the Effective Timeterms and conditions of this Agreement, each share of Instron Bank Common Stock issued and that is outstanding immediately prior to the Effective Time (other than the Excluded Sharesexcluding any Dissenting Shares and any shares of Bank Common Stock cancelled pursuant to Section 3.1(b)) will shall be converted into and become the right to receive cash and/or shares of Sterling Common Stock as set forth in this Article III which, together with the Cash consideration provided for in Section 4.5 hereinbelow with respect to fractional shares, is referred to herein as the “Merger Consideration. All such shares .” (b) Each share of Instron Bank Common Stock, when converted pursuant to Stock held in the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, treasury of the Bank and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares share of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Bank Common Stock outstanding owned by Sterling or any direct or indirect wholly owned Subsidiary of Sterling or the Bank immediately prior to the Effective Time shall cease to have be canceled without any rights conversion and no payment or distribution shall be made with respect thereto. (c) Each of the shares of Sterling Common Stock issued and outstanding immediately before the Effective Time shall continue to be issued and outstanding as one share of common stock of Sterling. Each of the shares of the capital stock of Merger Sub issued and outstanding immediately before the Effective Time shall remain outstanding, shall be unaffected by the Merger, and shall constitute the only outstanding shares of capital stock of the Surviving Bank. (d) Notwithstanding any other provision of this Agreement, each holder of shares of Bank Common Stock exchanged pursuant to the Instron Merger, who would otherwise have been entitled to receive a fraction of a share of Sterling Common Stock except as otherwise provided (after taking into account all certificates delivered by such holder) shall receive, in the Merger Agreement or by law andlieu thereof, upon the surrender of Certificates cash (without interest) in accordance with Section 4.5 hereof. No such holder will be entitled to dividends, voting rights or other rights as a shareholder in respect of any fractional share. (e) Notwithstanding anything in this Agreement to the Merger Agreementcontrary, no share of Bank Common Stock, the holder of which shall have complied with §32.303 of the TFC, and the provisions of Article 5.12 of the TBCA as to appraisal rights (a “Dissenting Share”), shall only be deemed converted into and to represent the right to receive for their shares the Merger Consideration hereunder, and the holders of Instron Common StockDissenting Shares, if any, shall be entitled to payment, solely from the Cash Merger ConsiderationSurviving Bank, without any interest thereon. At of the Effective Time, each share appraised value of Series B Preferred Stock issued and outstanding immediately prior such Dissenting Shares to the Effective Time will extent permitted by and in accordance with the provisions of Article 5.12 of the TBCA; provided, however, that (i) if any holder of Dissenting Shares shall, under the circumstances permitted by the TBCA, subsequently deliver a written withdrawal of his or her demand for appraisal of such Dissenting Shares, (ii) if any holder fails to establish his or her entitlement to rights to payment as provided in such Article 5.12, or (iii) if neither any holder of Dissenting Shares nor the Surviving Bank has filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in such Article 5.12, such holder or holders (as the case may be) shall forfeit such right to payment for such Dissenting Shares pursuant to such Article 5.12 and each such Dissenting Share shall thereupon be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stockthe Merger Consideration therefore. The holders Bank shall give Sterling (i) prompt notice of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior any written objections to the Effective Time shall cease Merger submitted to have the Bank in accordance with Article 5.12, any attempted withdrawals of such objections, and any other instruments served pursuant to applicable law received by the Bank relating to shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the Series B Preferred Stock except as otherwise provided in TFC and the Merger Agreement or by lawTBCA. The Management Investors will in Bank shall not, except with the aggregate have 33,042 shares prior written consent of Series B Preferred Stock converted in the Merger into 33,042 shares Sterling, voluntarily make any payment with respect to any demands for appraisals of Surviving Corporation Bank Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares offer to settle or settle any such demands or approve any withdrawal of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stockany such demands.

Merger Consideration. (a) At the Effective Time, by virtue of the Mergers and without any further action by the Company, any Acquisition Subsidiary or any Target REIT, each Target REIT Stockholder in each Target REIT with respect to which a Merger has become effective shall receive for each share (or fraction thereof) of Target Stock of such Target REIT that such Target REIT Stockholder holds of record, that number of shares of Common Stock in the Combined Company set forth on Exhibit B attached hereto opposite the name of the applicable Target REIT (the "Merger Consideration"). At the Effective Time, by virtue of the Mergers and without any further action by any party, each share of Instron Common Stock issued common stock, $.0001 par value per share, of each Target REIT held by the Company shall be cancelled and outstanding immediately prior shall cease to exist and no stock of the Effective Time (Company or other than consideration shall be delivered in exchange therefor, and the Excluded Shares) will be converted into Company hereby waives any right that it may have under the right certificate of incorporation of each Target REIT or otherwise to receive any consideration in the Cash Merger Consideration. All Mergers in respect of such shares of Instron Target REIT common stock. (b) No certificate or scrip representing fractional shares of Common Stock shall be issued upon the surrender of Target Stock, when and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of the Company. Notwithstanding any other provision of this Agreement, each holder of shares of Target Stock converted pursuant to the Merger AgreementMergers who would otherwise have been entitled to receive a fraction of a share of Common Stock (after taking into account all Target Stock certificates registered in the name of or delivered by such holder) shall receive, shall no longer in lieu thereof, cash (without interest) in an amount equal to such fractional part of a share of Common Stock multiplied by $17.70, such amount to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior rounded up to the Effective Time evidenced nearest whole cent. (c) The Company shall issue certificates representing shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding upon the surrender of Target Stock as soon as practicable after the Effective Time. (d) The directors and officers of each Acquisition Subsidiary immediately prior to the Effective Time shall cease be the initial directors and officers of the respective Surviving Corporations, each to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates hold office in accordance with the Merger Agreement, shall only represent the right to receive for their shares Certificate of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share Incorporation and Bylaws of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of such Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common StockCorporation. The holders certificate of certificates previously evidencing shares incorporation and by-laws of Series B Preferred Stock outstanding each Acquisition Subsidiary immediately prior to the Effective Time shall cease be the initial certificate of incorporation and by-laws of the respective Surviving Corporation, except that the name of each Surviving Corporation shall be amended to have be the name of the respective Target REIT immediately prior to the Effective Time. (e) The Merger Consideration, including any rights cash in lieu of fractional shares, shall be adjusted to reflect any reclassification, stock split, reverse split, stock dividend, reorganization, recapitalization or other like change with respect to Common Stock or Target Stock occurring (or for which a record date is established) after the Series B Preferred Stock except as otherwise provided in date hereof and prior to the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common StockEffective Time.

Merger Consideration. Conversion and Cancellation of ---------------------------------------------------- Securities. At the Effective Time, by virtue of the Merger and without any ---------- action on the part of the Acquiror Companies, the Company or the holders of any of the following securities: (i) Subject to the other provisions of this Article III, each share of Instron Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Sharesexcluding any Company Common Stock described in Section 3.01(c)) will shall be converted into one-tenth (0.1) of one share of the right Acquiror Common Stock. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of the Acquiror Common Stock or the Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Common Stock Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (ii) Notwithstanding the provisions of subsection 3.01(a)(i) above, if any former holder of Company Common Stock would be entitled to receive the Cash Merger Consideration. All such less than 100 shares of Instron Acquiror Common Stock, when converted Stock pursuant to the Merger Agreementprovisions of subsection 3.01(a)(i), then no shares of Aquiror Common Stock shall no longer be issued to such holder and, in lieu thereof, the Acquiror shall pay such holder cash in the amount of $0.20 for each share of Acquiror Common Stock to which such holder would, but for this subsection 3.01(a)(ii), have been entitled. (b) All shares of Company Common Stock shall, upon conversion thereof into shares of Acquiror Common Stock at the Effective Time, cease to be outstanding and shall be automatically be canceled and retired and shall cease to existretired, and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Company Common Stock outstanding immediately prior to the Effective Time (other than Company Common Stock described in Section 3.01(c)) shall thereafter be deemed, for all purposes other than the payment of dividends or distributions, to represent that number of shares of Acquiror Common Stock determined pursuant to the Common Stock Exchange Ratio and, if applicable, the right to receive cash pursuant to Section 3.02(d) or (e) or both. The holders of certificates previously evidencing Company Common Stock shall cease to have any rights with respect to the Instron such Company Common Stock except as otherwise provided in the Merger Agreement herein or by law and, upon law. (c) Notwithstanding any provision of this Agreement to the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Timecontrary, each share of Series B Preferred Company Common Stock held in the treasury of the Company and each share of Company Common Stock, if any, owned by the Acquiror or any direct or indirect wholly owned (d) Each share of common stock, par value $0.01 per share, of Newco issued and outstanding immediately prior to the Effective Time will shall be converted into one share of common stock, par value $0.01 per share, of the Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Series B Preferred Stock except as otherwise provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common StockCorporation.

Merger Consideration. At (a) After the Effective Time, each share as soon as practicable following the receipt of Instron a Company Stockholder’s Transmittal Letter, subject to and in accordance with Sections 2.10 and 2.13, Parent shall cause the Paying Agent to pay and deliver to such Company Stockholder: (i) the Common Initial Consideration Per Share multiplied by the number of shares of Company Common Stock issued and of such Company Stockholder outstanding immediately before the Effective Time in exchange for such Company Stockholder’s Company Common Stock; (ii) the Series 1 Initial Consideration Per Share multiplied by the number of shares of Series 1 Preferred Stock of such Company Stockholder outstanding immediately before the Effective Time in exchange for such Company Stockholders’ Series 1 Preferred Stock; and (iii) the Series 2 Initial Consideration Per Share multiplied by the number of shares of Series 2 Preferred Stock of such Company Stockholder outstanding immediately before the Effective Time in exchange for such Company Stockholders’ Series 2 Preferred Stock. (b) After the Effective Time, as soon as practicable following the receipt of a Qualifying Stock Purchase Right Holder’s Stock Purchase Right Holder Transmittal Letter associated with a Qualifying Common Option, Parent shall cause the Paying Agent to pay, deliver or cause to be paid or delivered to each such Qualifying Stock Purchase Right Holder, an amount in cash equal to the product of (i) the number of shares of Company Common Stock for which his, her, or its Qualifying Common Option was exercisable immediately prior to the Effective Time (other than assuming the Excluded Sharesfull vesting of such Qualifying Common Option) will multiplied by (ii) the Qualifying Common Option Initial Consideration Per Share. (c) After the Effective Time, as soon as practicable following the receipt of a Qualifying Stock Purchase Right Holder’s Stock Purchase Right Holder Transmittal Letter associated with a Qualifying Series 1 Option, Parent shall cause the Paying Agent to pay, deliver or cause to be converted into paid or delivered to each such Qualifying Stock Purchase Right Holder, an amount in cash equal to the right to receive product of (i) the Cash Merger Consideration. All such number of shares of Instron Common StockSeries 1 Preferred Stock for which his, when converted pursuant to the Merger Agreementher, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which or its Qualifying Series 1 Option was exercisable immediately prior to the Effective Time evidenced (assuming the full vesting of such Qualifying Series 1 Option) multiplied by (ii) the Qualifying Series 1 Option Initial Consideration Per Share. (d) After the Effective Time, as soon as practicable following the receipt of a Qualifying Stock Purchase Right Holder’s Stock Purchase Right Holder Transmittal Letter associated with a Qualifying Warrant, Parent shall cause the Paying Agent to pay and deliver an amount in cash equal to the following: (i) to each Qualifying Series 1 Warrant Holder, an amount in cash equal to the product of (A) the number of shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Series 1 Preferred Stock outstanding for which its Qualifying Series 1 Warrants are exercisable immediately prior to the Effective Time shall cease (assuming the full vesting of such Qualifying Series 1 Warrant) multiplied by (B) the Qualifying Series 1 Warrant Initial Consideration Per Share; and (ii) to have any rights with respect each Qualifying Series 2 Warrant Holder, an amount in cash equal to the Instron Common Stock except as otherwise provided in product of (A) the Merger Agreement or by law and, upon the surrender number of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share of Series B 2 Preferred Stock issued and outstanding for which its Qualifying Series 2 Warrants are exercisable immediately prior to the Effective Time will (assuming the full vesting of such Qualifying Series 2 Warrant) multiplied by (B) the Qualifying Series 2 Warrant Initial Consideration Per Share. (e) On the Closing Date, Parent shall deposit into a specified escrow account with the Escrow Agent (the “Indemnification Escrow Account”), to be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted invested and distributed by the Escrow Agent pursuant to the Merger terms and conditions of the Indemnification Escrow Agreement, the Escrow Indemnification Amount as security for any Damages of the Parent Indemnified Persons for which they are entitled to indemnification as set forth in Article IX. (f) On the Closing Date, Parent shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only deposit into an account specified by the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately Stockholders’ Agent at least three Business Days prior to the Effective Time Closing Date (the “Stockholders’ Agent Fund Account”) the Stockholders’ Agent Fund, which amount shall cease be held and disbursed by the Stockholders’ Agent (acting for the benefit of the Company Stockholders and Qualifying Stock Purchase Right Holders) pursuant to the provisions of this Agreement and as otherwise reasonably determined in good faith by the Stockholders’ Agent. The Stockholders’ Agent shall maintain the Stockholders’ Agent Fund for not less than six months following the Closing Date, after which the Stockholders’ Agent Fund may be terminated and disbursed at the determination of Stockholders’ Agent. (g) Upon the delivery by Parent or the Surviving Corporation of the payments to the Company Stockholders in accordance with Section 2.9(a), to the Qualifying Stock Purchase Right Holders in accordance with Sections 2.9(b), (c) and (d), and to the Escrow Agent in accordance with Section 2.9(e), Parent and Merger Sub shall have no further Liabilities to any rights Person with respect to the Series B Preferred Stock payment of the Adjusted Consideration, except as may otherwise be provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stockany Transaction Document.

Merger Consideration. At As of the Effective Time, each share of Instron Common Stock issued and outstanding immediately prior to the Effective Time : (other than the Excluded Sharesa) will be converted into the right to receive the Cash Merger Consideration. All such shares of Instron Common StockPantheon Stock owned by Pantheon shall, when converted pursuant to by virtue of the Merger Agreementand without any action on the part of any shareholder, shall no longer be outstanding and shall automatically officer or director of Pantheon or Sub, be canceled and retired and shall cease to exist, and each certificate no consideration shall be delivered in exchange therefor. (b) Each issued and outstanding share of Pantheon Stock (other than any Dissenting Shares, as defined in Section 3.2 hereof) shall, upon surrender to Sub, at the Closing, of the underlying share certificates, be converted into, and become exchangeable for, a "Certificate"), which immediately prior to the Effective Time evidenced number of shares of Instron validly issued, fully paid and nonassessable Class B Common Stock of Parent, $.01 par value (the "Parent Stock, shall thereafter represent only ") based on the right to receive following equation: PS= 315,000 - D --- $10 ----------------- S + O where: PS = the Cash Merger Consideration. The holders number of Certificates previously evidencing shares of Instron Common Parent Stock outstanding immediately prior to (valued, as of the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement or by law andClosing, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive at $10 per share) for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Time, which each share of Series B Preferred Pantheon Stock issued and outstanding immediately prior to the Effective Time will shall be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted exchanged pursuant to the Merger AgreementD = the amount by which any outstanding indebtedness of Pantheon (the "Pantheon Debt"), shall no longer be outstanding including debt for borrowed money and shall automatically be canceled and retired and shall cease to existaccrued interest thereon, capital leases, accounts payable, accrued expenses, and each certificate previously evidencing such shares any unpaid legal, accounting or other fees, exceeds Pantheon's cash, all to be determined as of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately three business days prior to the Effective Time shall cease Closing Date and all as determined in accordance with generally accepted accounting principles ("GAAP"); provided, however, that 315,000 is the maximum number of shares of Parent Stock issuable hereunder S = the number of issued and outstanding shares of Pantheon Stock on the Closing Date O = the total number of options to have any rights with respect purchase Pantheon Stock outstanding on the Closing Date, to the Series B Preferred be exchanged for options to acquire Parent Stock except as otherwise provided in pursuant to Section 6.7(b) hereof (c) Each issued and outstanding share of common stock of Sub shall, by virtue of the Merger Agreement and without any action on the part of any shareholder, officer or by law. The Management Investors will in director of Pantheon or Sub, be converted into and become one fully paid and nonassessable share of common stock of the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common StockCorporation.

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of BFC, Merger Sub, Woodbridge or the holders of any of the following securities: (a) 100% of the membership interests in Merger Sub issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and unchanged following the Effective Time and constitute 100% of the membership interests in the Surviving Company. (b) Each share of Woodbridge Class A Common Stock and Woodbridge Class B Common Stock owned by BFC, Merger Sub or Woodbridge (in each case other than in a fiduciary capacity or as a result of debts previously contracted), immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no stock of BFC, cash or other consideration shall be delivered in exchange therefor; it being understood that BFC is the sole holder of shares of Woodbridge Class B Common Stock and all of such shares shall be canceled pursuant to this Section 3.1(b). (c) Subject to the other provisions of this Section 3.1, each share of Instron Woodbridge Class A Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Excluded excluding any shares of Woodbridge Class A Common Stock canceled pursuant to Section 3.1(b) and excluding Dissenting Shares) will shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive the Cash Merger Consideration. All such 3.47 shares of Instron BFC Class A Common StockStock (such ratio of shares of BFC Class A Common Stock to shares of Woodbridge Class A Common Stock being referred to as the “Exchange Ratio”). Fractional shares of BFC Class A Common Stock will not be issued in connection with the Merger. Rather, when converted pursuant the aggregate number of shares of BFC Class A Common Stock to which a holder of Woodbridge Class A Common Stock shall be entitled to receive as a result of the Merger will be rounded up to the Merger Agreementnext whole number. In furtherance of the foregoing, if more than one Woodbridge Stock Certificate shall no longer be outstanding surrendered for the account of the same holder, the number of shares of BFC Class A Common Stock to be issued to such holder in exchange for the Woodbridge Stock Certificates which have been surrendered shall be computed on the basis of the aggregate number of shares represented by all of the Woodbridge Stock Certificates surrendered for the account of such holder. (d) At the Effective Time, holders of Woodbridge Class A Common Stock and shall automatically be canceled and retired and Woodbridge Class B Common Stock shall cease to existbe, and each certificate (a "Certificate")shall have no rights as, which immediately prior to the Effective Time evidenced shares shareholders of Instron Common StockWoodbridge, and Woodbridge Stock Certificates shall thereafter represent only the right to receive the Cash Merger Consideration. The holders consideration provided under this Article III. (e) If between the date of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to this Agreement and the Effective Time shall cease to have the outstanding shares of BFC Class A Common Stock or Woodbridge Class A Common Stock are changed into a different number of shares by reason of a reorganization, reclassification, recapitalization, division, combination or exchange of shares, or any rights dividend or other distribution payable in stock or other securities is declared with respect regard to the Instron BFC Class A Common Stock except as otherwise provided in or Woodbridge Class A Common Stock with a record date between the Merger date of this Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At and the Effective Time, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time Merger Consideration will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant adjusted to provide the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Woodbridge Class A Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to same economic effect as that contemplated by this Agreement if the Series B Preferred Stock except as otherwise provided in the Merger Agreement reorganization, reclassification, recapitalization, division, combination, exchange, dividend or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stockother distribution had not taken place.

Merger Consideration. Conversion and Cancellation of ---------------------------------------------------- Securities. The manner and basis of converting in the Merger the shares of each ---------- corporation into shares of the Surviving Corporation or the shares or other obligations of the Acquiror shall be as set forth in this Article III. At the Effective Time, by virtue of the Merger and without any action on the part of the Acquiror Companies, the Company or the holders of any of the following securities: (a) Subject to the other provisions of this Article III, each share of Instron Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Sharesexcluding Dissenters' Shares and any Company Common Stock described in Section 3.01(c)) will shall be converted into 0.4832 of one share of Acquiror Common Stock. Notwithstanding the right to receive foregoing, if between the Cash Merger Consideration. All such date of this Plan and the Effective Time the outstanding shares of Instron Acquiror Common StockStock or Company Common Stock shall have been changed into a different number of shares or a different class, when converted pursuant by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Common Stock Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (b) All shares of Company Common Stock shall, upon conversion thereof into shares of Acquiror Common Stock at the Merger AgreementEffective Time, shall no longer cease to be outstanding and shall be automatically be canceled and retired and shall cease to existretired, and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Company Common Stock outstanding immediately prior to the Effective Time (other than Dissenters' Shares and Company Common Stock described in Section 3.01(c)) shall thereafter be deemed, for all purposes, other than the payment of dividends or distributions, to represent that number of shares of Acquiror Common Stock determined pursuant to the Common Stock Exchange Ratio and, if applicable, the right to receive cash pursuant to Section 3.02(e). The holders of certificates previously evidencing Company Common Stock shall cease to have any rights with respect to the Instron such Company Common Stock except as otherwise provided in the Merger Agreement herein or by law and, upon law. (c) Notwithstanding any provision of this Plan to the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Timecontrary, each share of Series B Preferred Company Common Stock held in the treasury of the Company and each share of Company Common Stock, if any, owned by the Acquiror or any direct or indirect wholly owned Subsidiary of the Acquiror or of the Company immediately prior to the Effective Time shall be canceled and extinguished without conversion thereof. (d) Each share of common stock, par value $1.00 per share, of Newco issued and outstanding immediately prior to the Effective Time will shall be converted into one share of common stock, par value $1.00 per share, of the Surviving Corporation Common Stock. All such Corporation. (e) Notwithstanding anything herein to the contrary, shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Company Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Plan or consented thereto in writing and who has demanded the right to be paid the fair value for such shares of Company Common Stock in accordance with Section 1930 of the PBCL ("Dissenters' Shares") shall cease to have any rights with respect to the Series B Preferred not be converted into shares of Acquiror Common Stock except as otherwise provided in this Section 3.01 unless and until such holder fails to continue perfection of, or withdraws or otherwise loses, such right to be paid the Merger Agreement fair value for such shares. If after the Effective Time any such holder fails to continue perfection of, or by law. The Management Investors will in the aggregate withdraws or loses, such right of appraisal, such Dissenters' Shares shall thereupon be deemed to have 33,042 been, and shall be treated as if they had been, converted into shares of Series B Preferred Acquiror Common Stock converted as provided in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stock.this Section 3.01

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each share of Instron Southern Financial Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than any Dissenting Shares (as defined in Section 2.3 of this Agreement), shall, subject to the Excluded Shares) will conditions hereinafter stated, be converted into the right to receive the Cash Merger Consideration. All such shares of Instron Common Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their (i) 1. 0875 shares (the "Exchange Ratio") of Instron common stock, $1.00 par value, of Bankshares ("Bankshares Common Stock, ") (the "Stock Consideration") and (ii) an aggregate amount of $11.125 in cash without interest (the "Cash Consideration"). The aggregate of the Cash Consideration and Stock Consideration payable and/or issuable pursuant to this Agreement is sometimes collectively referred to as the "Merger Consideration, without any interest thereon". At the Effective Time, each share of Series B Preferred Stock issued and outstanding immediately prior Subject to the Effective Time will be converted into one share provisions of Surviving Corporation Common Stock. All Section 2.3, all such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, Southern Financial Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing representing any such shares of Series B Preferred Stock shall thereafter represent only the right to receive the Merger Consideration. (b) The aggregate number of shares of Surviving Corporation Bankshares Common Stock to be exchanged for each share of Southern Financial Common Stock shall be adjusted appropriately to reflect any change in the number of shares of Bankshares Common Stock by reason of any stock dividends or splits, reclassification, reorganization, recapitalization or conversion or other similar change in capitalization with respect to Bankshares Common Stock. The , received or to be received by holders of Bankshares Common Stock, when the record date or payment occurs prior to the Effective Time. (c) Notwithstanding anything in this Agreement to the contrary, Bankshares will not issue any certificates previously evidencing or scrip representing fractional shares of Series B Preferred Bankshares Common Stock outstanding otherwise issuable pursuant to the Merger. In lieu of the issuance of any such fractional shares, Bankshares shall pay to each former holder of Southern Financial Common Stock otherwise entitled to receive such fractional share an amount of cash determined by multiplying (i) the closing price per share of Bankshares Common Stock on Nasdaq (as reported by The Wall Street Journal or, if not reported thereby, another alternative source as chosen by Southern Financial) on the third trading day immediately prior to the day on which the Effective Time shall cease occurs by (ii) the fraction of a share of Bankshares Common Stock which such holder would otherwise be entitled to have any rights with respect receive pursuant to the Series B Preferred Stock except as otherwise provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stockthis Section 2.1.

Merger Consideration. At As of the Effective Time, each share by virtue of Instron Common Stock the Merger and without any action on the part of the holders thereof: (a) All shares of any class of capital stock of the Company held by the Company as treasury shares shall be canceled. (b) Each issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted into the right to receive the Cash Merger Consideration. All such shares of Instron Common Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will capital stock of Merger Sub shall be converted into one share of common stock of the Surviving Corporation Corporation. (c) Each issued and outstanding share of capital stock of the Company shall be converted into that portion of the Net Merger Consideration (as defined below) to which the holder is entitled pursuant to the provisions of the charter documents of the Company. The holders, if any, of outstanding shares of preferred stock of the Company ("Company Preferred Stock") shall be entitled to receive in such conversion such preferential portion of the Net Merger Consideration as may be determined in accordance with the provisions of the charter documents of the Company. The holders of the outstanding shares of common stock of the Company ("Company Common Stock") shall be entitled to receive in such conversion such residual portion of the Net Merger Consideration as may be determined in accordance with the provisions of the charter documents of the Company. All The conversion ratio as determined in accordance with the provisions of the Company's charter documents for each outstanding series of Company Preferred Stock shall be referred to herein with reference to the respective series. The conversion ratio as determined in accordance with the provisions of the Company's charter documents for the Company Common Stock shall be referred to herein as the "Common Conversion Ratio." The Company shall calculate the various applicable conversion ratios applicable to the Company Preferred Stock and Company Common Stock based on a reasonably expected range of values for Parent Common Stock and shall attach a summary of such calculations as Exhibit 1.7. (d) Each outstanding option to purchase shares of Series B Preferred Company Common Stock, when whether or not vested or exercisable ("Company Option") shall be converted into an option to purchase that portion of the Option Merger Consideration (as defined below) to which the holder is entitled pursuant to the provisions of the documents creating and representing such options and shall be assumed by Parent. Such Company Options shall after the Merger constitute an option to acquire, on the same vesting terms and on substantially the same other terms and conditions as were previously applicable, that number of whole shares of Parent Common Stock determined pursuant to the foregoing sentence at a price per share (rounded to the nearest $0.01) equal to the aggregate exercise price of the Company Option divided by the Common Conversion Ratio. Parent shall assume the obligations of the Company under the Company's existing stock option plan and shall comply with the terms of such plan as they apply to the Company Options assumed as set forth above. Parent will treat such Company Options consistent with the Company's treatment thereof for federal income tax purposes. (e) Each warrant to purchase capital stock of the Company (the "Company Warrants") that is issued and outstanding as of the Effective Time shall be converted into a warrant to purchase that portion of the Option Merger Consideration to which the holder is entitled pursuant to the provisions of the documents creating and representing such warrants and shall be assumed by Parent. Such Company Warrants shall after the Merger constitute a warrant to acquire, on substantially the same terms and conditions as were applicable under such assumed Company Warrant, that number of whole shares of Parent Common Stock determined pursuant to the foregoing sentence at a price per share (rounded to the nearest ($0.01) equal to the exercise price of the Company Warrant divided by the applicable conversion ratio determined in accordance with the provisions of the documents creating and representing such warrants. (f) The total number of shares of common stock of Parent ("Parent Common Stock") issued or issuable pursuant to the Merger Agreementshall equal $90 million divided by the Closing Average (as defined below) (the "Total Merger Consideration"). The Total Merger Consideration shall be allocated between that portion receivable in the Merger by the holders of Company Preferred Stock and Company Common Stock (the "Net Merger Consideration") and that portion issuable to the holders of the Company Options and Company Warrants upon the respective exercise or conversion thereof (the "Option Merger Consideration"). Solely for purposes of calculating such allocation, the Company Options and Warrants shall no longer be deemed to constitute outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B the respective Company Common Stock or Company Preferred Stock into which they are exercisable or convertible. (g) The term "Closing Average" shall thereafter represent only mean the right to receive shares average of Surviving Corporation the last reported sale prices of Parent Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately as reported on the Nasdaq National Market for the ten trading days ending with and including the third the trading day prior to the Effective Time shall cease to have any rights with respect to Closing Date (taking into consideration all adjustments for stock splits, stock dividends or the Series B Preferred Stock except as otherwise provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stocklike during such period).

Merger Consideration. At the Effective Time, each Subject to Section 2.2: (i) Each share of Instron Company Common Stock (other than any Dissenting Shares and/or shares to be cancelled or converted into shares of Surviving Corporation stock in accordance with Section 2.1(a)) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will shall be automatically converted into the right to receive receive, upon surrender of the Cash Certificate representing such share of Company Common Stock in the manner provided in Section 2.2, $1.675 per share in cash, without interest (the “Common Stock Merger Consideration”); provided, that to the extent that the aggregate Common Stock Merger Consideration to be paid to any holder of shares of Company Common Stock for all such holder’s shares of Company Common Stock held in a single account would result in such shareholder being entitled to a fraction of a cent in cash with respect to the shares of Company Common Stock held in such account, such aggregate amount shall be rounded down to the nearest whole cent. All As of the Effective Time, all such shares of Instron Company Common Stock, when converted pursuant to the Merger Agreement, Stock shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares representing an outstanding share of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Company Common Stock or for which an entry has been made in the records of the Company or its transfer agent with respect to such holder’s outstanding immediately prior to the Effective Time share of Company Common Stock (such certificate or book-entry interest, a “Certificate”) shall cease to have any rights with respect to the Instron Common Stock thereto, except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron the Common Stock, the Cash Stock Merger Consideration, without any interest thereon. At the Effective Time, each Consideration pursuant to this Section 2.1(b)(i). (ii) Each share of Company Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will shall be automatically converted into one the right to receive cash in an amount equal to the Series B Per Share Amount, without interest, (the “Preferred Stock Merger Consideration”), upon surrender of the certificate representing such share of Surviving Corporation Common StockCompany Series B Preferred Stock in the manner provided in Section 2.2. All As of the Effective Time, all such shares of Company Series B Preferred Stock, when converted pursuant to the Merger Agreement, Stock shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of a certificate previously evidencing representing any such shares of Company Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the Preferred Stock Merger Consideration pursuant to this Section 2.1(b)(ii). The “Series B Preferred Stock except as otherwise provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common StockPer Share Amount” means $50.134.

Merger Consideration. At the Effective Time, Parent shall have mailed to each share of Instron Common Stock issued and outstanding immediately prior to the Effective Time Shareholder a letter of transmittal in substantially the form attached hereto as Exhibit E (other than a “Shareholder Transmittal Letter”), which shall (i) specify that delivery shall be effected, and risk of loss and title to a certificate(s) representing shares of the Excluded Shares) will be Company Capital Stock that are being converted into the right to receive payment pursuant to Section 2.1(b)(i) (each, a “Company Stock Certificate”) shall pass only upon delivery of such certificate(s) to Parent after the Cash Effective Time, (ii) be in such form and have such other reasonable provisions not inconsistent with this Agreement as Parent or Representative may specify, (iii) include IRS Form W-9 or Form W-8BEN or any successor form, as applicable, and (iv) include instructions for use in effecting the surrender of Company Stock Certificate(s) for that portion of the Merger Consideration payable in respect of the shares of Company Capital Stock represented thereby under this Agreement. The delivery of the appropriate Merger Consideration to any holder of Company Capital Stock is expressly conditioned upon the execution and delivery of a Shareholder Transmittal Letter, properly completed and duly executed by each such Effective Time Shareholder. After the Effective Time, and after Parent receives a Company Stock Certificate (or alternatively, a Lost Stock Affidavit and a Lost Certificate Indemnity Agreement), together with a properly completed and duly executed Shareholder Transmittal Letter, Parent shall deliver to such Effective Time Shareholder the following, each in accordance with the terms of this Agreement in respect of the Shares of Company Capital Stock formerly represented by such Company Stock Certificate(s) as specified on the Consideration Spreadsheet: (A) the applicable Initial Merger Consideration, in the amounts of cash and/or Parent Common Stock specified opposite such Effective Time Shareholder’s name on the Consideration Spreadsheet, upon receipt of the Shareholder Transmittal Letter and the surrender of the applicable Company Stock Certificate (or alternatively, a Lost Stock Affidavit and a Lost Certificate Indemnity Agreement); (B) one (1) year from the Effective Time, the applicable Final Cash Payment in accordance with the distribution allocation percentages of cash specified opposite such Effective Time Shareholder’s name on the Consideration Spreadsheet, and as may be adjusted by Sections 1.8(a) and 7.2(g); (C) one (1), two (2) and three (3) years from the Effective Time, the applicable Deferred Payments, if any, in accordance with the distribution allocation percentages specified opposite such Effective Time Shareholder’s name on the Consideration Spreadsheet, as may be adjusted by Sections 1.9 and 7.2(g); and the Company Stock Certificate so surrendered shall forthwith be cancelled. All If payment of any portion of the applicable Initial Closing Payment, Final Cash Payment or Deferred Payment is to be made to a Person other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (A) shall have paid any transfer and other Taxes required by reason of the payment of those amounts to a Person other than the registered holder of the Company Stock Certificate surrendered, and shall have established to the satisfaction of Parent and Representative that such Tax has been paid, or (B) shall have established to the satisfaction of Parent and Representative that such Tax is not applicable. From and after the Effective Time, until surrendered as contemplated by this Section 2.2(b), each Company Stock Certificate formerly representing shares of Instron Common Stock, when converted pursuant Company Capital Stock shall be deemed to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent for all purposes only the right to receive the Cash applicable Merger Consideration. The holders , including, without limitation, the Initial Merger Consideration, the Final Cash Payment, and the Deferred Payments, if any, in respect of Certificates previously evidencing such shares of Instron Common Company Capital Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates formerly represented thereby in accordance with the Merger Agreement, shall only represent the right to receive for their shares terms of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share of Series B Preferred Stock issued this Agreement and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Series B Preferred Stock except as otherwise provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stockmanner provided herein.

Merger Consideration. At The Merger Agreement provides that, at the Effective Timeeffective time of the Merger, each share of Instron Common Stock issued and outstanding immediately prior to the Effective Time share of GetGo common stock (other than the Excluded Sharesexcept for any such shares held as treasury stock, which will be cancelled) will be automatically converted into the right to receive the Cash Merger Considerationone share of LMI common stock. All such shares of Instron Common Stock, when converted pursuant to The conversion set forth in the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior after giving effect to the Effective Time evidenced issuance of GetGo shares to Citrix under the Separation Agreement and the distribution of GetGo shares to the stockholders of Citrix in the Distribution, is expected to result in equityholders of Citrix following the Distribution collectively holding approximately 50.1% of the shares of Instron Common Stock, shall thereafter represent only LMI common stock on a fully diluted basis immediately following the right Merger. Pursuant to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided an adjustment provision in the Merger Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent in the right event that Citrix would be unable to receive for their the Distribution Tax Opinion or the Citrix Merger Tax Opinion, or LMI would be unable to receive or provide a copy to Citrix of the LMI Merger Tax Opinion because the percentage of outstanding shares of Instron LMI common stock to be received by stockholders of GetGo with respect to GetGo common stock that was not acquired directly or indirectly pursuant to a plan (or series of related transactions) which includes the Distribution (within the meaning of Section 355(e) of the Code), which we refer to as Qualified GetGo Common Stock, would be less than 50.1% of all outstanding LMI common stock (determined before any adjustment pursuant to this provision), then the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share aggregate number of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to LMI common stock into which the Merger Agreement, shall no longer be outstanding and shall shares of GetGo common stock will automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Series B Preferred Stock except as otherwise provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 may be increased such that the number of shares of Surviving Corporation LMI common stock to be received by stockholders of GetGo with respect to Qualified GetGo Common StockStock will equal 50.1% of all outstanding LMI common stock. In additionAs a result of the adjustment provision, it is possible that LMI could be required to issue additional shares of LMI common stock pursuant to the Other Investors Merger. However, it is not currently expected that this adjustment provision will be triggered in the aggregate have 32,000 Merger. The adjustment mechanism is subject to the requirements that (i) prior an adjustment, Citrix must first provide notice to LMI describing in detail the reasons for the adjustment and must consider in good faith comments provided by LMI and (ii) in certain cases the target amount of cash and cash equivalents required to be on hand at GetGo at the effective time will be increased by an amount equal to $63.92 multiplied by the number of additional shares of Series B Preferred Stock converted LMI common stock to be issued pursuant to the adjustment. No fractional shares of LMI common stock will be issued pursuant to the Merger. All fractional shares of LMI common stock that a Citrix stockholder entitled to shares of GetGo common stock in the Distribution would otherwise be entitled to receive as a result of the Merger into 32,000 will be aggregated by the exchange agent selected by Citrix, and the exchange agent will cause the whole shares obtained by such aggregation to be sold in the open market or otherwise at then-prevailing market prices no later than five business days after the Distribution. The exchange agent will make available the net proceeds of the sale, after deducting agent fees estimated at $0.05 per share, on a pro rata basis, without interest, as soon as practicable following the Merger to the Citrix stockholders entitled to shares of Surviving Corporation Common StockGetGo common stock in the Distribution that would otherwise be entitled to receive such fractional shares of LMI common stock pursuant to the Merger. The merger consideration and any cash in lieu of fractional shares paid in connection with the Merger will be reduced by any applicable tax withholding. See “U.S. Federal Income Tax Consequences of the Distribution and Merger—Information Reporting and Backup Withholding” for further information.

Merger Consideration. At the Effective Time, each Each share of Instron Bulldog Nevada common stock, par value $0.001 per share (“Bulldog Nevada Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than the Excluded Dissenting Shares, as defined in Section 2.10) will be converted into the right to receive the Cash Merger Consideration. All such shares will, by virtue of Instron Common Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At action on the Effective Timepart of the holder thereof, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation Northward Common StockStock (as defined in Section 5.3) as existing after completion of the Stock Split contemplated by Section 7.13 of this Agreement. All such certificates representing the shares of Series B Preferred Stock, when converted Northward Common Stock issued on effectiveness of the Merger will be endorsed with the following legend pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease Securities Act in order to exist, and each certificate previously evidencing such reflect that the fact that the shares of Series B Preferred Northward Common Stock shall thereafter represent only will be issued to the right shareholders of Bulldog Nevada pursuant to receive shares exemptions or safe harbours from the registration requirements of Surviving Corporation Common Stock. The the Securities Act: For holders of certificates previously evidencing shares of Series B Preferred Bulldog Nevada Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Series B Preferred Stock except as otherwise provided resident in the Merger Agreement or by lawUnited States: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND 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 SAFEHARBOUR FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S OF THE ACT. The Management Investors will in SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT”. For holders of Bulldog Nevada Common Stock resident outside the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common StockUnited 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, AS AMENDED (THE "1933 ACT"). In additionNONE OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE 1933 ACT, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common StockOR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (AS DEFINED HEREIN) OR TO U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE 1933 ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING 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. At the Effective TimeSubject to Section 3.02, each share of Instron Common Stock (i) all issued and outstanding immediately prior to the Effective Time shares of Company Common Stock (other than the Excluded Sharesshares to be canceled in accordance with Section 3.01(b)) will shall be converted into the right to receive 0.79 shares of unregistered common stock, $.10 par value per share of Purchaser ("ZYGO COMMON STOCK") for each share of Company Common Stock, free and clear of all Liens, (ii) all unvested Company Options shall be converted into the Cash Merger Considerationright to receive that number of shares of Zygo Common Stock as set forth on the Allocation Schedule attached hereto as ANNEX A for the shares of Company Common Stock issuable upon the exercise of such Company Options as set forth on the Allocation Schedule attached hereto as ANNEX A, free and clear of all Liens, (iii) all vested Company Options to purchase Company Common Stock which have been exercised via a cashless exercise method shall be converted into the right to receive .7586 shares of Zygo Common Stock for each share of Company Common Stock issuable upon the exercise of such Company Options, free and clear of all Liens and (iv) all vested Company Options to purchase Company Common Stock which have been exercised via a payment of the exercise price in cash shall be converted into the right to receive .79 shares of Zygo Common Stock for each share of Company Common Stock issuable upon the exercise of such Company Options, free and clear of all Liens. Such shares of Zygo Common Stock shall be allocated to the stockholders of the Company in the manner set forth in the Allocation Schedule attached hereto as ANNEX A. Such consideration is collectively referred to herein as the "ZYGO SHARES." All unexercised or unexercisable options of the Company in existence at the Effective Time shall be cancelled at the Closing. All such shares of Instron Common Stock, Company Securities when so converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (holder of a "Certificate")certificate, which immediately prior to the Effective Time evidenced shares of Instron Common Stockagreement, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time or other documentary evidence representing any such securities shall cease to have any rights with respect thereto, except the right to receive the Instron shares of Zygo Common Stock except as otherwise provided and any cash in the Merger Agreement lieu of fractional shares of Zygo Common Stock to be issued or by law and, paid in consideration therefor upon the surrender of Certificates such certificate or such document in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger ConsiderationSection 3.02, without any interest thereon. At the Effective Time, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Series B Preferred Stock except as otherwise provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stockinterest.

Merger Consideration. At (a) Subject to the Effective Timeterms and conditions of this Agreement, each share of Instron Company Common Stock issued and that is outstanding immediately prior to the Effective Time (excluding any Dissenting Shares and any shares of Company Common Stock cancelled pursuant to Section 3.01(b)) shall be converted into and become the right to receive cash and shares of Sterling Common Stock as set forth in this Article III. (b) Subject to the terms and conditions of this Agreement including, without limitation, the provisions of Section 3.02 below, each share of Company Common Stock (other than the Excluded shares of Company Common Stock to be cancelled as set forth in Section 3.01(c) or Dissenting Shares) will be converted into and represent the right to receive the Cash Merger Consideration. All such consideration consisting of a combination of (i) that number of shares of Instron Sterling Common Stock, when converted pursuant Stock equal to the Merger AgreementInitial Exchange Ratio or Adjusted Exchange Ratio, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existas applicable, and each certificate (a "Certificate"), which immediately prior ii) an amount of cash equal to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Per Share Cash Merger Consideration. The holders consideration provided in this Section 3.01(b), together with the consideration provided for in Section 4.05 hereinbelow with respect to fractional shares, is referred to herein as the "Merger Consideration." (c) Each share of Certificates previously evidencing shares of Instron Company Common Stock outstanding held in the treasury of the Company and each share of Company Common Stock owned by Sterling, Bancorporation or any direct or indirect wholly owned Subsidiary of Sterling or the Company immediately prior to the Effective Time shall cease to have be canceled without any rights conversion and no payment or distribution shall be made with respect thereto. (d) Each of the shares of common stock of Bancorporation issued and outstanding immediately before the Effective Time shall continue to be issued and outstanding as one share of common stock of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (e) Notwithstanding any other provision of this Agreement, each holder of shares of Company Common Stock exchanged pursuant to the Instron Merger, who would otherwise have been entitled to receive a fraction of a share of Sterling Common Stock except as otherwise provided (after taking into account all certificates delivered by such holder) shall receive, in the Merger Agreement or by law andlieu thereof, upon the surrender of Certificates cash (without interest) in accordance with Section 4.05 hereof. No such holder will be entitled to dividends, voting rights or other rights as a shareholder in respect of any fractional share. (f) Notwithstanding anything in this Agreement to the Merger Agreementcontrary, shall only represent the right to receive for their shares no share of Instron Company Common Stock, the Cash Merger Consideration, without any interest thereon. At holder of which shall have complied with the Effective Time, each share provisions of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Series B Preferred Stock except as otherwise provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stock.Article 5.12

Merger Consideration. (a) At the Merger Effective Time, by virtue of the Merger and without any further action on the part of Rooster Acquisition Corp., Cabot or the Cabot Common Shareholders, each share of Instron Cabot Common Stock Share issued and outstanding immediately prior to the Merger Effective Time (other than any Cabot Common Shares that are owned by the Excluded SharesCalWest Parties, which Cabot Common Shares shall be cancelled as provided below) will shall be converted into the right to receive the Cash greater of the Per Share Amount, or any higher price paid per Cabot Common Share in the Offer, in cash, without interest thereon (the "Merger Consideration"), upon surrender of the Certificate (as defined in Section 3.2(b)) formerly evidencing such share. All such shares of Instron Cabot Common StockShares, when converted pursuant to the Merger Agreementso converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (holder of a "Certificate"), which immediately prior to the Effective Time evidenced Certificate representing any such shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to the Instron Common Stock except as otherwise provided in receive the Merger Agreement or by law and, Consideration to be paid in consideration therefor upon the surrender of such Certificates in accordance with Section 3.2, without interest. (b) At the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share by virtue of Series B Preferred Stock the Merger and without any further action on the part of Rooster Acquisition Corp., Cabot or the Cabot Common Shareholders: (i) Each Cabot Common Share issued and outstanding immediately prior to the Merger Effective Time will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to that is owned by the Merger Agreement, shall no longer be outstanding and CalWest Parties shall automatically be canceled and retired and shall cease to exist, and each certificate previously holder of a Certificate evidencing any such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, and no payment, distribution or other consideration shall be made with respect thereto; and (ii) Each share of common stock, par value $1.00 per share, of Rooster Acquisition Corp. issued and outstanding immediately prior to the Series B Preferred Stock except as otherwise provided in Merger Effective Time shall be converted into and become one validly issued, fully paid and nonassessable common share of beneficial interest, par value $.01 per share, of the Merger Agreement or by law. The Management Investors will in Surviving Entity and shall constitute the aggregate have 33,042 only outstanding common shares of Series B Preferred Stock converted in beneficial interest of the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common StockEntity.

Merger Consideration. At Subject to the provisions of this Agreement, at the Effective Time, each automatically by virtue of the Merger and without any action on the part of the Parties or any shareholder of SCSG: (1) Each share of Instron CBAN Common Stock that is issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Effective Time and shall be unchanged by the Merger. (other than 2) Each share of SCSG Stock owned directly by CBAN, SCSG, or any of their respective Subsidiaries (excluding shares in trust accounts, managed accounts and the Excluded like for the benefit of customers or shares held as collateral for outstanding debt previously contracted) immediately prior to the Effective Time shall be cancelled and retired at the Effective Time without any conversion thereof, and no payment shall be made with respect thereto (the “SCSG Cancelled Shares”). (3) will Notwithstanding anything in this Agreement to the contrary, all shares of SCSG Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Article 13 of the GBCC, shall not be converted into or be exchangeable for the right to receive the Cash Per Share Merger Consideration. All Consideration (the “Dissenting Shares”), but instead the holder of such Dissenting Shares (hereinafter called a “Dissenting Shareholder”) shall be entitled to payment of the fair value of such shares in accordance with the applicable provisions of Instron Common Stockthe GBCC (and at the Effective Time, when converted pursuant to the Merger Agreement, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, exist and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time such holder shall cease to have any rights with respect thereto, except the rights provided for pursuant to the Instron Common applicable provisions of the GBCC and this Section 2.01(c)), unless and until such Dissenting Shareholder shall have failed to perfect such holder’s right to receive, or shall have effectively withdrawn or lost rights to demand or receive, the fair value of such shares of SCSG Stock except as otherwise provided in under the Merger Agreement applicable provisions of the GBCC. If any Dissenting Shareholder shall fail to perfect or by law andeffectively withdraw or lose such Holder’s dissenter’s rights under the applicable provisions of the GBCC, upon the surrender of Certificates in accordance with the Merger Agreementeach such Dissenting Share shall be deemed to have been converted into and to have become exchangeable for, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Per Share Merger Consideration, without any interest thereon, in accordance with the applicable provisions of this Agreement. At SCSG shall give CBAN (i) prompt notice of any written notices to exercise dissenters’ rights in respect of any shares of SCSG Stock, attempted withdrawals of such notices and any other instruments served pursuant to the Effective TimeGBCC and received by SCSG relating to dissenters’ rights and (ii) the opportunity to participate in negotiations and proceedings with respect to demands for fair value under the GBCC. SCSG shall not, except with the prior written consent of CBAN, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Article II to pay for shares of SCSG Stock for which dissenters’ rights have been perfected shall be returned to CBAN upon demand. If the amount paid to a Dissenting Shareholder exceeds such Dissenting Shareholder’s pro rata portion of the Merger Consideration, such excess amount shall not reduce the Per Share Merger Consideration paid to other Holders. (4) Subject to the allocation provisions of this Article II, each share of Series B Preferred SCSG Stock (excluding Dissenting Shares and SCSG Cancelled Shares) issued and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to at the Effective Time shall cease to be outstanding and shall be converted, in accordance with the terms of this Article II, into and exchanged for the right to receive either: (a) a cash payment, without interest, in an amount equal to $10.45 (subject to adjustment as provided in Section 2.02(a), the “Per Share Cash Consideration”); or (b) 0.7318 (subject to adjustment as provided in Section 2.02(a), the “Exchange Ratio”) of a share of CBAN Common Stock (the “Per Share Stock Consideration”). (5) If, between the date hereof and the Effective Time, the outstanding shares of CBAN Common Stock shall have any rights with respect been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, stock dividend, stock split, reverse stock split or similar change in capitalization, appropriate and proportionate adjustments shall be made to the Series B Preferred Per Share Stock except as otherwise provided Consideration. (6) Notwithstanding anything to the contrary and for the avoidance of doubt, the Merger shall not be consummated unless at least 50% of the Merger Consideration shall be in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares form of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation CBAN Common Stock.

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of BFC, Merger Sub, Bluegreen or the holders of any of their respective securities: (a) 100% of the membership interests in Merger Sub issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and unchanged following the Effective Time and constitute 100% of the membership interests in the Surviving Company. (b) Each share of Bluegreen Common Stock owned by BFC, Merger Sub or Bluegreen (in each case other than in a fiduciary capacity or as a result of debts previously contracted), immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no stock of BFC, cash or other consideration shall be delivered in exchange therefor. (c) Subject to the other provisions of this Section 3.1, each share of Instron Bluegreen Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Excluded excluding any shares of Bluegreen Common Stock canceled pursuant to Section 3.1(b) and excluding Dissenting Shares) will shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive the Cash Merger Consideration. All such eight (8) shares of Instron BFC Class A Common Stock (such ratio of shares of BFC Class A Common Stock to shares of Bluegreen Common Stock, when converted as the same may be adjusted pursuant to Section 3.1(e) and any other applicable terms hereof, being referred to as the “Exchange Ratio”). Fractional shares of BFC Class A Common Stock will not be issued in connection with the Merger. Rather, the aggregate number of shares of BFC Class A Common Stock to which a holder of Bluegreen Common Stock shall be entitled to receive as a result of the Merger Agreementwill be rounded up to the next largest whole number. In furtherance of the foregoing, if more than one Bluegreen Stock Certificate shall no longer be outstanding and surrendered for the account of the same holder, the number of shares of BFC Class A Common Stock to be issued to such holder in exchange for the Bluegreen Stock Certificates which have been surrendered shall automatically be canceled and retired and computed on the basis of the aggregate number of shares represented by all of the Bluegreen Stock Certificates surrendered for the account of such holder. (d) At the Effective Time, holders of Bluegreen Common Stock shall cease to existbe, and each certificate (a "Certificate")shall have no rights as, which immediately prior to the Effective Time evidenced shares shareholders of Instron Common StockBluegreen, and Bluegreen Stock Certificates shall thereafter represent only the right to receive the Cash Merger Consideration. The holders consideration provided under this Article III. (e) In connection with the Reverse Split, any other action effected between the date of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to this Agreement and the Effective Time shall cease pursuant to have which the outstanding shares of BFC Class A Common Stock or Bluegreen Common Stock is changed into a different number of shares (including by reason of a reorganization, reclassification, recapitalization, division, combination or exchange of shares), and any rights dividend or other distribution payable in stock or other securities declared with respect regard to the Instron BFC Class A Common Stock except as otherwise provided in or Bluegreen Common Stock with a record date between the Merger date of this Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At and the Effective Time, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and Consideration shall automatically be canceled and retired and shall cease adjusted to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only provide the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Bluegreen Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to same economic effect as that contemplated by this Agreement if the Series B Preferred Stock except as otherwise provided in the Merger Agreement Reverse Split, reorganization, reclassification, recapitalization, division, combination, exchange, dividend or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stockother distribution had not taken place.

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of BFC, Merger Sub, BBX Capital or the holders of any of their respective securities: (a) 100% of the issued and outstanding shares membership interests in Merger Sub immediately prior to the Effective Time shall remain issued and outstanding and unchanged following the Effective Time and constitute 100% of the issued and outstanding membership interests in the Surviving Company. (b) Subject to the other provisions of this Section 3.1, each share of Instron BBX Capital Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will shall be converted into the right to receive the Cash Merger Consideration. All such 5.39 shares of Instron BFC Class A Common Stock (such ratio of shares of BFC Class A Common Stock to shares of BBX Capital Common Stock, when converted as the same may be adjusted pursuant to Section 3.1(e) and any other applicable provision hereof, being referred to as the “Exchange Ratio”); provided, however, that (i) no shares of BFC Class A Common Stock or other consideration shall be paid or issued in respect of shares of BBX Capital Common Stock owned by BFC or Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which Sub immediately prior to the Effective Time evidenced and (ii) as set forth in Section 3.5 hereof, holders of Dissenting Shares will be entitled to payment in cash from the Surviving Company of the appraised value of the Dissenting Shares in accordance with the provisions of Sections 1301-1333 of the FBCA in lieu of the shares of Instron BFC Class A Common StockStock to which they would otherwise be entitled. (c) Fractional shares of BFC Class A Common Stock will not be issued in connection with the Merger. Rather, the aggregate number of shares of BFC Class A Common Stock to which a holder of BBX Capital Common Stock shall be entitled to receive as a result of the Merger will be rounded up to the next largest whole number. In furtherance of the foregoing, if more than one BBX Capital Stock Certificate shall be surrendered for the account of the same holder, the number of shares of BFC Class A Common Stock to be issued to such holder in exchange for the BBX Capital Stock Certificates which have been surrendered shall be computed on the basis of the aggregate number of shares represented by all of the BBX Capital Stock Certificates surrendered for the account of such holder. (d) At and after the Effective Time, holders of BBX Capital Common Stock shall cease to be, and shall have no rights as, shareholders of BBX Capital, and BBX Capital Stock Certificates shall thereafter represent only the right to receive the Cash consideration provided under this Article III. (e) In connection with the condition to the parties’ obligation to consummate the Merger Consideration. The holders of Certificates previously evidencing shares of Instron and the other transactions contemplated hereby requiring that the BFC Class A Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement be approved for listing on a national securities exchange (or by law and, upon the surrender an inter-dealer quotation system of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At a registered national securities association) at the Effective Time, each share BFC may effect a reverse stock split (the “Reverse Split”) pursuant to which a designated number of Series outstanding shares of BFC Class A Common Stock and BFC Class B Preferred Common Stock issued and outstanding immediately prior to the Effective Time will be converted shall automatically convert into one share of Surviving Corporation BFC Class A Common Stock and one share of BFC Class B Common Stock, respectively. All such The conversion ratio for the Reverse Split shall be determined by the Board of Directors of BFC taking into account, among other factors it deems appropriate, the trading price and other criteria required for the initial listing of the BFC Class A Common Stock on a national securities exchange or inter-dealer quotation system. In connection with the Reverse Split, if applicable, any other action effected between the date of this Agreement and the Effective Time pursuant to which the outstanding shares of Series B Preferred StockBFC Class A Common Stock or BBX Capital Common Stock is changed into a different number of shares (including by reason of a reorganization, when converted pursuant reclassification, recapitalization, division, combination or exchange of shares), or any dividend or other distribution payable in stock or other securities declared with regard to the Merger AgreementBFC Class A Common Stock or BBX Capital Common Stock with a record date between the date of this Agreement and the Effective Time, shall no longer be outstanding and the Exchange Ratio shall automatically be canceled and retired and shall cease adjusted to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only provide the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred BBX Capital Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to same economic effect as that contemplated by this Agreement if the Series B Preferred Stock except as otherwise provided in the Merger Agreement Reverse Split, reorganization, reclassification, recapitalization, division, combination, exchange, dividend or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stockother distribution had not taken place.

Merger Consideration. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any limited liability company interests in BGC Partners or of any eSpeed Common Stock and subject to Section 3.3: (i) each BGC Partners Class A Unit issued and outstanding immediately prior to the Effective Time shall be converted into one share of Instron eSpeed Class A Common Stock; (ii) each BGC Partners Class B Unit issued and outstanding immediately prior to the Effective Time shall be converted into one share of eSpeed Class B Common Stock; and (iii) each BGC Partners Class C Unit issued and outstanding immediately prior to the Effective Time shall be converted into 100 shares of eSpeed Class B Common Stock. (b) The shares of eSpeed Class A Common Stock and shares of eSpeed Class B Common Stock issued and outstanding immediately prior to the Effective Time (other than will, at the Excluded Shares) will be converted into the right to receive the Cash Merger Consideration. All such Effective Time, remain outstanding as shares of Instron eSpeed Class A Common Stock and shares of eSpeed Class B Common Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding respectively. (c) On and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior to after the Effective Time evidenced shares Time, (i) the holders of Instron Common Stock, Holdings Exchangeable Limited Partnership Interests shall thereafter represent only the have a right to receive exchange such Holdings Exchangeable Limited Partnership Interests with the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Surviving Corporation for eSpeed Class B Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates in accordance with the Merger terms of the New Holdings Limited Partnership Agreement; provided, however, that, if there shall only represent remain no authorized but unissued eSpeed Class B Common Stock at the time of such exchange, such Holdings Limited Partnership Interests shall be exchanged for eSpeed Class A Common Stock in accordance with the terms of the New Holdings Limited Partnership Agreement; and (ii) the holders of Holdings Founding Partner Interests shall not have a right to receive for their shares of Instron Common Stock, exchange such Holdings Founding Partner Interests with the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation for BGC Partners Common Stock. All such shares Stock unless otherwise determined by Cantor in accordance with the terms of Series B Preferred Stock, when converted pursuant to the Merger New Holdings Limited Partnership Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Series B Preferred Stock except as otherwise provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stock.

Merger Consideration. At Subject to the provisions of this Agreement, at the Effective Time, each by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of Parent Common Shares or Company Common Shares: (a) Each share of Instron Common Stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted into the right to receive the Cash common stock of Merger Consideration. All such shares of Instron Common Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At the Effective Time, each share of Series B Preferred Stock Sub issued and outstanding immediately prior to the Effective Time will automatically be converted into and become one fully paid and nonassessable share of Common Stock, par value $0.01 per share, of the Surviving Corporation Common Stock. All such and shall constitute the only outstanding shares of Series B Preferred Stockcapital stock of the Surviving Corporation. From and after the Effective Time, when all certificates representing the common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Corporation into which they were converted pursuant in accordance with the immediately preceding sentence. (b) Each Company Common Share issued and outstanding immediately prior to the Merger AgreementEffective Time, shall no longer other than Treasury Shares, will be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only converted into the right to receive shares of Surviving Corporation 0.542 Parent Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock Shares (the “Merger Consideration,” and such ratio, the “Exchange Ratio”) which Parent Common Shares will be duly authorized and validly issued in accordance with applicable Laws and the Parent Charter (such Parent Common Shares described in this clause (b) are referred to herein as the “New Common Shares”). (c) Each Parent Common Share issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect will remain issued and outstanding and will not be affected by the Merger. (d) Notwithstanding anything to the Series B Preferred Stock except as otherwise provided contrary in this Agreement, all Company Common Shares (if any) owned directly or indirectly by the Merger Agreement Company or any of its wholly-owned Subsidiaries or by law. The Management Investors Parent or any of its wholly-owned Subsidiaries as of immediately prior to the Effective Time, other than those held in a fiduciary capacity (“Treasury Shares”), will automatically be cancelled and no consideration will be received therefor. (e) Company Options, Company Restricted Shares and Company PSUs will be treated in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stockaccordance with Section 3.5.

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of BFC, Merger Sub, L▇▇▇▇▇ or the holders of any of the following securities: (a) Each issued and outstanding share of common stock, par value $0.01 per share, of Merger Sub outstanding immediately prior to the Effective Time shall remain outstanding and unchanged following the Effective Time as a share of common stock of the Surviving Corporation. (b) Each share of L▇▇▇▇▇ Class A Common Stock and L▇▇▇▇▇ Class B Common Stock owned by BFC, Merger Sub or L▇▇▇▇▇ (in each case other than in a fiduciary capacity or as a result of debts previously contracted), immediately prior to the Effective Time shall be canceled and extinguished without any conversion thereof and no stock of BFC, cash or other consideration shall be delivered in exchange therefor; it being understood that BFC is the sole holder of shares of L▇▇▇▇▇ Class B Common Stock and all of such shares shall be canceled pursuant to this Section 3.1(b). (c) Subject to the other provisions of this Section 3.1, each share of Instron L▇▇▇▇▇ Class A Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Excluded excluding any shares of L▇▇▇▇▇ Class A Common Stock canceled pursuant to Section 3.1(b) and excluding Dissenting Shares) will shall by virtue of the Merger and without any action on the part of the holder thereof become and be converted into the right to receive the Cash Merger Consideration. All such 2.27 shares of Instron BFC Class A Common StockStock (such ratio of shares of BFC Class A Common Stock to shares of L▇▇▇▇▇ Class A Common Stock being referred to as the “Exchange Ratio”). (d) At the Effective Time, when converted pursuant to the Merger Agreement, shall no longer be outstanding holders of L▇▇▇▇▇ Class A Common Stock and shall automatically be canceled and retired and L▇▇▇▇▇ Class B Common Stock shall cease to existbe, and each certificate (a "Certificate")shall have no rights as, which immediately prior to the Effective Time evidenced shares of Instron Common Stockshareholders, and L▇▇▇▇▇ Stock Certificates shall thereafter represent only the right to receive the Cash Merger Consideration. The holders consideration provided under this Article III. (e) If between the date of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to this Agreement and the Effective Time shall cease to have the outstanding shares of BFC Class A Common Stock or L▇▇▇▇▇ Class A Common Stock are changed into a different number of shares by reason of a reorganization, reclassification, recapitalization, division, combination or exchange of shares, or any rights dividend or other distribution payable in stock or other securities is declared with respect regard to the Instron BFC Class A Common Stock except as otherwise provided in or L▇▇▇▇▇ Class A Common Stock with a record date between the Merger date of this Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereon. At and the Effective Time, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time Merger Consideration will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant adjusted to provide the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred L▇▇▇▇▇ Class A Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to same economic effect as that contemplated by this Agreement if the Series B Preferred Stock except as otherwise provided in the Merger Agreement reorganization, reclassification, recapitalization, division, combination, exchange, dividend or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common Stockother distribution had not taken place.

Merger Consideration. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, Beringer or any holder of Shares, each share of Instron Common Stock Share issued and outstanding immediately prior to the Effective Time (other than Shares held in the Excluded treasury of Beringer or owned by ▇▇▇▇▇▇'▇ or any direct or indirect, wholly owned subsidiary of ▇▇▇▇▇▇'▇, which will be canceled and retired immediately before the Effective Time, and any Dissenting Shares) will be canceled and extinguished and will be converted into the right to receive the Cash Merger Consideration. All such shares of Instron Common StockPer Share Amount therefor in cash, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Instron Common Stock except as otherwise provided in the Merger Agreement or by law andwithout interest, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their shares of Instron Common Stock, the Cash Merger Consideration, without any interest thereoncertificate formerly representing such Share. At the Effective Time, each share of Series B Preferred Stock common stock of Purchaser, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time will be converted into thereafter represent one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation Common StockCorporation. All such shares The Merger Agreement provides that Beringer will take all actions necessary to provide that, upon consummation of Series B Preferred Stockthe Merger, when converted pursuant each then-outstanding Option granted under any of ▇▇▇▇▇▇▇▇'▇ Option Plans will be canceled by Beringer in exchange for payment to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares such Options of Series B Preferred Stock outstanding immediately an amount equal to the product of (A) the excess, if any, of the Per Share Amount over the per Share exercise price thereof and (B) the number of Shares subject thereto (such payment to be net of applicable withholding taxes). Any Options not canceled, exercised or converted prior to the Effective Time will, by reason of the Merger, thereafter represent the right to receive, upon payment of the exercise price therefor, an amount in cash, without interest, equal to the Per Share Amount times the number of Shares subject thereto (such payment to be net of applicable withholding taxes). The Company has agreed to take all actions necessary to provide that on and after the date of the Merger Agreement, (A) no Shares will be purchased under any Option Plan that is an "employee stock purchase plan" as defined in the Code from and after the date of the Merger Agreement and (B) any amounts previously contributed by employees (through payroll deduction or otherwise) for the purpose of purchasing Shares under any such Option Plan (for which the Shares have not been purchased as of the date of the Merger Agreement) will be returned to such employees prior to the Effective Time. The Merger Agreement also provides that (1) Beringer shall cease cause the Option Plans to terminate as of the Effective Time and (2) Beringer shall ensure that, following the Effective Time, no person, including any holder of any Options or any participant in the Option Plans, will have any rights with respect right to acquire any equity securities of Beringer, the Surviving Corporation or any subsidiary thereof. Prior to the Series B Preferred Stock except as otherwise provided Effective Time, if necessary, Beringer shall (1) obtain any consents from holders of Options and (2) make any amendments to the terms of the Option Plans that Beringer deems necessary to give effect to the actions described in this paragraph or the preceding paragraph. Beringer has agreed pursuant to the Merger Agreement that, if required by applicable law in order to consummate the Merger, following the purchase of and payment for Shares by Purchaser pursuant to the Offer, Beringer will: - Promptly take all action necessary in accordance with the DGCL and its Certificate of Incorporation and By-Laws to convene a special meeting of its stockholders; - Use its reasonable best efforts to solicit from stockholders proxies in favor of the Merger, if necessary; and - Take all other action necessary or, in the reasonable opinion of ▇▇▇▇▇▇'▇, advisable to secure any vote or consent of stockholders required by the DGCL to effect the Merger. ▇▇▇▇▇▇'▇ has agreed in the Merger Agreement that it will vote, or cause to be voted, all of the Shares then directly or indirectly beneficially owned by lawit in favor of the Merger. The Management Investors will in Merger Agreement further provides that, notwithstanding the aggregate have 33,042 shares foregoing, if ▇▇▇▇▇▇'▇, Purchaser or any other subsidiary of Series ▇▇▇▇▇▇'▇ acquires 100% of the Class A Shares and at least 90% of the Class B Preferred Stock converted in Shares pursuant to the Offer or otherwise, the parties to the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors Agreement will in the aggregate have 32,000 shares of Series B Preferred Stock converted in take all necessary and appropriate action to cause the Merger into 32,000 shares to become effective as soon as practicable after the acceptance for payment of Surviving Corporation Common Stockand payment for the Shares by Purchaser pursuant to the Offer without a meeting of the stockholders of Beringer, in accordance with Section 253 of the DGCL.

Merger Consideration. (a) At the Effective TimeDate, subject to the terms and conditions set forth in this Agreement, including without limitation thereto the conditions to Closing set forth in Article X hereof, each issued and outstanding share of Instron Scalable Software New Common Stock shall automatically be canceled and extinguished and converted, without any action on the part of the holders thereof, into the right to receive, subject to the terms and conditions of the Escrow Agreement and upon the surrender of the certificate evidencing such share, a fraction of a fully paid nonassessable share of issued and outstanding NEON Systems Common Stock equal to the Exchange Ratio, which shall be appropriately adjusted for any recapitalizations, stock combinations, stock dividends, stock splits and the like that are effected with respect to the Scalable Software New Common Stock or the NEON Systems Common Stock after the date of this Agreement and prior to the Effective Date. The shares of NEON Systems Common Stock to be issued in connection with the Merger are hereinafter referred to as the "NEON Systems Shares" or the "Merger Consideration." No fractional NEON Systems Shares shall be issued in the Merger. To the extent the application of the Exchange Ratio would result in a fractional number of NEON Systems Shares being issued to a holder of Scalable Software New Common Stock in the Merger, the number of NEON Systems Shares issuable in the Merger shall be rounded down to the next whole number. For purposes of determining whether a fractional share otherwise would be issuable, the total number of NEON Systems Shares issuable to any former holder of Scalable Software New Common Stock shall be determined on the basis of the total number of shares of Scalable Software New Common Stock which were registered in the name of that holder if represented by more than one stock certificate. Payment of the Merger Consideration to all stockholders of Scalable Software shall be made as set forth in Section 2.2(b); provided, however, that 10% of the whole NEON Systems Shares will be placed in escrow pursuant the Escrow Agreement. (b) After the Effective Date, each holder (other than holders of Dissenting Shares, as defined and to the extent provided in Section 3.3) of an outstanding certificate that prior thereto represented shares of Scalable Software New Common Stock shall be entitled, upon surrender thereof to NEON Systems, to receive in exchange therefor (i) a certificate or certificates representing the number of whole shares of NEON Systems Common Stock into which the shares so surrendered shall have been converted as described above, in such denominations and registered in such names as such holder may request, less the shares of NEON Systems Common Stock that will be issued and deposited for the account of such person as Escrow Stock (as defined below), if any. On the Effective Date, NEON Systems shall issue and deliver to ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ Bank (the "Escrow Agent") and deposit pursuant to the Escrow Agreement, for the account and future potential benefit of the Scalable Software stockholders whose names are set forth on Exhibit B (the "Escrow Stockholders") a number of shares of NEON Systems Common Stock equal to 10% of the aggregate number of NEON Systems Shares (the "Escrow Stock"). In addition to the conditions set forth in the Escrow Agreement, no Scalable Software stockholder shall be entitled to any disbursements of Escrow Stock unless and until such stockholder surrenders the certificates that prior to the Effective Date represented shares of Scalable Software New Common Stock convertible into NEON Systems Shares in accordance with the Exchange Ratio. Until surrendered, each outstanding certificate that, prior to the Effective Date, represented shares of Scalable Software New Common Stock shall be deemed from and after the Effective Date, for all corporate purposes, other than the payment of earlier dividends and distributions, to evidence the ownership of the number of full shares of NEON Systems Common Stock into which such shares shall have been converted pursuant to this Section 3.2. Unless and until any such outstanding certificates shall be surrendered, no dividends or other distributions payable to the holders of NEON Systems Common Stock, as of any time on or after the Effective Date, shall be paid to the holders of such outstanding certificates which prior to the Effective Date represented shares of Scalable Software New Common Stock; provided, however, that, upon surrender and exchange of such outstanding certificates, there shall be paid to the record holders of the certificates issued and exchanged therefor, the amount, without interest thereon, of dividends and other distributions, if any, that theretofore were declared and became payable since the Effective Date with respect to the number of full shares of NEON Systems Common Stock issued to such holders. (c) As of the Effective Date, all shares of Scalable Software New Common Stock (other than shares to be canceled in accordance with Section 3.1) issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted into the right Date shall cease to receive the Cash Merger Consideration. All such shares of Instron Common Stock, when converted pursuant to the Merger Agreement, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate (a "Certificate"), which immediately prior to the Effective Time evidenced holder of any such shares of Instron Common Stock, shall thereafter represent only the right to receive the Cash Merger Consideration. The holders of Certificates previously evidencing shares of Instron Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto or arising therefrom (including without limitation the right to the Instron Common Stock vote), except as otherwise provided in the Merger Agreement or by law and, upon the surrender of Certificates in accordance with the Merger Agreement, shall only represent the right to receive for their the Merger Consideration upon surrender of the certificate representing such shares of Instron Common Stockin accordance with this Section 3.2, the Cash Merger Consideration, without any interest thereon. At the Effective Timeand until so surrendered, each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into one share of Surviving Corporation Common Stock. All such shares of Series B Preferred Stock, when converted pursuant to the Merger Agreement, certificate shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously evidencing such shares of Series B Preferred Stock shall thereafter represent for all purposes only the right to receive shares of Surviving Corporation Common Stock. The holders of certificates previously evidencing shares of Series B Preferred Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Series B Preferred Stock except as otherwise provided in the Merger Agreement or by law. The Management Investors will in the aggregate have 33,042 shares of Series B Preferred Stock converted in the Merger into 33,042 shares of Surviving Corporation Common Stock. In addition, the Other Investors will in the aggregate have 32,000 shares of Series B Preferred Stock converted in the Merger into 32,000 shares of Surviving Corporation Common StockConsideration.