Common use of Capital Stock of the Company Clause in Contracts

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). (ii) All such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i), shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor (collectively, the “Cancelled Shares”).

Capital Stock of the Company. At the Company Merger Effective Time, by virtue of the Company Merger and without any action on the part of Parent, Merger Sub, the Company or any holder of any securities of Parent, Merger Sub or the Company: (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Class A Common Stock”), Stock issued and outstanding immediately prior to the Company Merger Effective Time (including any shares issued pursuant to the Opco Unit Exchange but excluding any Cancelled Excluded Shares and any shares of Company Class A Common Stock covered by Section 3.3) (the “Eligible Shares, as defined below), ”) shall be converted automatically at the Company Merger Effective Time into the right to receive from Parent receive: (A) that number of 7.49 validly issued, fully-fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio Shares (the “Per Share Stock Consideration”) and (B) $13.31 in cash, without interest (the Per Share “Cash Consideration (Consideration” and, together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). (ii) All such shares of Company Class A Common Stock, when so converted pursuant Stock shall cease to Section 3.1(b)(i), be outstanding and shall automatically be canceled cancelled and cease to exist. Each holder of a share of Company Class A Common Stock that was outstanding immediately prior to the Company Merger Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock Shares in accordance with Section 3.3(h3.4(h), and (C) any Post-Effective Time Dividends, in each case, case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.4(a). (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Company Merger Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be canceled cancelled and retired and shall cease to exist as of the Company Merger Effective Time, and no consideration shall be delivered or deliverable in exchange therefor (collectively, the “Cancelled Shares”)therefor.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of Class A common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), ) shall automatically be converted into the right to receive from Parent (A) from Parent, that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) from Parent Manager (acting solely on its own behalf), as additional consideration, $0.09 in cash (the “Per Share Cash Consideration (Consideration” and, together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). (ii) All such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i), shall automatically be canceled cancelled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.6257.00% Series A B Cumulative Perpetual Redeemable Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be automatically converted into the right to receive one newly issued share of Parent Series C D Cumulative Redeemable Preferred Stock (the “Per Share Series B Preferred Series C Merger Consideration”). (iv) Subject to the other provisions of this Article III, and (C) each share of the Company’s 7.6258.250% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, $0.01 par value per share (the “Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be automatically converted into the right to receive one newly issued share of Parent Series D E Cumulative Redeemable Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (ivv) All such shares of Company Series B Preferred Stock and Company Series C Preferred Stock, when so converted pursuant to Section 3.1(b)(iii) and Section 3.1(b)(iv), respectively, shall automatically be canceled cancelled and cease to exist. Each holder of a share of Company Series B Preferred Stock and Company Series C Preferred Stock, as applicable, that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Series B Preferred Merger Consideration and the Per Share Series C Preferred Merger Consideration therefor, as applicable, to be issued in consideration therefor upon the surrender of such share of Company Preferred Stock any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (vvi) All shares of Company Common Stock or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor (collectively, the “Cancelled Shares”).

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 1.00 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Excluded Shares and any Converted Shares) (such shares of Company Common Stock, as defined belowthe “Eligible Shares”), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”), subject to Section 3.3(h). As used in this Agreement, “Exchange Ratio” means 0.2550. (ii) All such shares of Company Common Stock, when so converted pursuant converted, shall cease to Section 3.1(b)(i), be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Excluded Shares and Converted Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.3(a). (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock held by the Company as treasury shares or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor therefor. Each share of Company Common Stock that is owned by any direct or indirect Subsidiary of the Company or Parent (collectively, the other than Merger Sub) (“Cancelled Converted Shares”) shall automatically be converted into a number of fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (subject to adjustment in accordance with Section 3.1(c)).

Capital Stock of the Company. (i) Subject Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto or the holders of any of the following securities, other provisions of than as otherwise set forth in this Article IIISection 3.6(b), each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). (ii) All such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i), shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was is outstanding immediately prior to the Effective Time (other than any Cancelled Shares) shall cease to have Company Shares and any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Dissenting Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be canceled and extinguished and automatically converted into the right to receive one newly issued share of Parent Series B Preferred Stock cash in an amount equal to the Offer Price, without interest thereon (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued . From and outstanding immediately prior to after the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”)Time, and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such all shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), Common Stock shall no longer be outstanding and shall automatically be canceled cancelled, retired and cease to exist. Each , and each holder of a share any shares of Company Preferred Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor issuable and payable in respect thereof pursuant to this Section 3.6(b) upon the surrender of such share of Company Preferred Stock thereof in accordance with the provisions of Section 3.3. (v) All 3.7. The Merger Consideration paid upon the surrender for exchange of shares of Company Common Stock or in accordance with the terms hereof shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Preferred Stock held Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of Company Shares which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to Parent, the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article III. (ii) Notwithstanding anything to the contrary set forth in this Agreement, upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by Parent or virtue of the Merger Sub or by and without any wholly owned Subsidiary action on the part of Parent, Merger Sub Sub, the Company, or the holders of any shares of Company Common Stock, each share of Company Common Stock owned by Parent, any Subsidiary of Parent or the Company or held in treasury of the Company (collectively, “Cancelled Company Shares”), in each case as of immediately prior to the Effective Time shall automatically be canceled and retired and shall cease (whether pursuant to exist as of the Effective TimeOffer or otherwise), and no consideration shall be delivered cancelled and extinguished without any conversion thereof or deliverable in exchange therefor (collectively, the “Cancelled Shares”)consideration paid therefor.

Capital Stock of the Company. (i) Subject to the other provisions of this Article IIIII, each share of common stockstock of the Company, par value $0.01 per share, of the Company share (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled shares of Company Common Stock described in clause (ii) of this Section 2.1(b) and any Appraisal Shares), as defined below)including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time (x) that were issued upon the conversion of the 5% Mandatory Convertible Preferred Stock of the Company (the “5% Preferred Stock”) or (y) whose prior restrictions have lapsed pursuant to Section 2.4, shall be converted into the right to receive from Parent (A) $28.00 in cash, without interest. In the event that number of validly issuedthe Effective Time shall not have occurred by April 5, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio 2008 (the “Per Share Stock ConsiderationAdjustment Date”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration), the $28.00 per share of Company Common Stock to be paid pursuant to the preceding sentence shall be increased for each day after the Adjustment Date, through and including the Closing Date, by adding thereto the excess (which shall not be less than zero) of (i) an amount equal to $0.006137 per day over (ii) any dividends or distributions (valued at the Closing Date using 8% simple interest per annum from the applicable date of payment) declared, made or paid (without duplication) on a share of Company Common Stock or Company Preferred Stock from and after the Adjustment Date through and including the Closing Date (the amount per share of Company Common Stock to be paid pursuant to this Section 2.1(b)(i) (rounding to the nearest cent) is referred to as the “Per Share Common Merger Consideration.”). (ii) All such shares of Company Common Stock, when so converted pursuant converted, shall cease to Section 3.1(b)(i), be outstanding and shall automatically be canceled and cease to exist. Each holder of a share certificate previously representing any such converted shares of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Merger Consideration. (ii) Subject to Section 5.14, all shares of 5% Preferred Merger Consideration Stock issued and outstanding immediately prior to the Effective Time (excluding any such shares described in clause (iii) of this Section 2.1(b)) shall remain outstanding and be entitled to the rights and privileges set forth in the Certificate of Incorporation of the Company to be issued or paid in consideration therefor upon the surrender of such share of Company Preferred Stock certificates in accordance with Section 3.32.5. (viii) All shares of Company Common Stock or Company 5% Preferred Stock held by the Company as treasury shares or by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor (collectively, the “Cancelled Shares”)therefor.

Capital Stock of the Company. Subject to the provisions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the stockholders of Parent, except for Dissenting Shares (as defined in Section 3.5), (i) Subject to the other provisions of this Article III, each outstanding share of common stock, par value $0.01 0.001 per share, of Parent (“Parent Common Stock”) shall be cancelled, extinguished and automatically converted into the right to receive one share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). ; (ii) All such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i), shall automatically be canceled and cease to exist. Each holder of a each outstanding share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Convertible Preferred Stock, $0.01 par value $0.001 per share share, of Parent (“Company Parent Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be cancelled, extinguished and automatically converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative A Convertible Preferred Stock, $0.01 par value $0.001 per share, of the Company; (iii) each outstanding share of Series B Convertible Preferred Stock, par value $0.001 per share, of Parent (“Company Parent Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be cancelled, extinguished and automatically converted into the right to receive one newly issued share of Series B Convertible Preferred Stock, par value $0.001 per share, of the Company; and (iv) each outstanding share of Series C Convertible Preferred Stock, par value $0.001 per share, of Parent (“Parent Series C Preferred Stock (Stock,” and collectively with the Parent Common Stock, Parent Series A Stock, Parent Series B Stock, the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Parent Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be cancelled, extinguished and automatically converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Convertible Preferred Stock, when so converted pursuant to Section 3.1(b)(iii)par value $0.001 per share, shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor (collectively, the “Cancelled Shares”)Company.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of Class A common stock, par value $0.01 per share, share of the Company (the “Company Class A Common Stock”), and Class B common stock, par value $0.01 per share of the Company (the “Company Class B Common Stock”, and together with the Company Class A Common Stock, “Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Excluded Shares or Converted Shares (collectively, the “Eligible Shares, as defined below”), ) shall be converted into the right to receive from Parent (A) that number of validly issued, fully-fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 1.326. (ii) All such shares of Company Common StockEligible Shares, when so converted pursuant to Section 3.1(b)(i), shall cease to be outstanding and shall automatically be canceled cancelled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Excluded Shares and Converted Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.3(a). (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock held by the Company as treasury shares or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”), shall automatically be canceled cancelled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor therefor. Each share of Company Common Stock that is owned by any direct or indirect Subsidiary of the Company or Parent (collectively, the other than Merger Sub) (“Cancelled Converted Shares”) shall automatically be converted into a number of fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (subject to adjustment in accordance with Section 3.1(c)).

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 0.001 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Excluded Shares, any Converted Shares, and Company Restricted Stock Awards, which shall be treated as defined belowset forth in Section 3.2(a)) (such shares of Company Common Stock, the “Eligible Shares”) shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 1.46. (ii) All such shares of Company Common Stock, when so converted pursuant converted, shall cease to Section 3.1(b)(i), be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Excluded Shares and Converted Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.3(a). (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock held by the Company as treasury shares or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor therefor. Each share of Company Common Stock that is owned by any direct or indirect Subsidiary of the Company or Parent (collectively, the other than Merger Sub) (“Cancelled Converted Shares”) shall automatically be converted into a number of fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (subject to adjustment in accordance with Section 3.1(c)).

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), ) issued and outstanding immediately prior to the Effective Time (excluding any Cancelled shares of Company Common Stock described in clause (iii) and clause (iv) of this Section 3.1(b) and any Appraisal Shares), as defined below)including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2, shall be converted automatically at the Effective Time into the right to receive from Parent (A) that number of validly issued, fully-fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock ConsiderationPortion”) ), and (B) $19.20 in cash (the Per Share “Cash Consideration (Portion”, and together with the Per Share Stock ConsiderationPortion, the “Per Share Common Merger Consideration”), without any interest thereon and subject to any withholding Taxes required by applicable Law in accordance with Section 3.3(j). (ii) All such shares of Company Common Stock, when so converted pursuant converted, shall cease to Section 3.1(b)(i), be outstanding and shall automatically be canceled and cease to exist. Each holder of a any such share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive (A) the applicable Per Share Preferred Merger Consideration (including any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h)) and (B) any dividends or other distributions in accordance with Section 3.3(g), in each case to be issued or paid in consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3any Certificates or Book-Entry Shares, as applicable. (viii) All shares of Company Common Stock held by the Company as treasury shares or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned direct or indirect Subsidiary of Parent, Parent or Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor and no payment or distribution shall be made with respect thereto. (collectively, iv) All shares of Company Common Stock held by any direct or indirect subsidiary of the “Cancelled Shares”)Company shall remain outstanding as common stock of the Surviving Entity with appropriate adjustment to the number thereof to preserve such Person’s relative interest in the Surviving Entity.

Capital Stock of the Company. (i) Subject Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto or the holders of any of the following securities, other provisions of than as otherwise set forth in this Article IIISection 2.7(b), each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). (ii) All such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i), shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was is outstanding immediately prior to the Effective Time (other than any Cancelled Shares) shall cease to have Company Shares and any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Dissenting Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be canceled and extinguished and automatically converted into the right to receive one newly issued the following consideration: (A) $1.20 in cash, without interest (such per share cash amount being referred to herein as the “Cash Consideration”) plus (B) 0.2200 of a share of Parent Series B Preferred Class A Common Stock (such per share amount, as adjusted pursuant to Section 2.7(b)(ii), being referred to herein as the “Per Share Preferred Series B Merger Stock Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and plus (C) each any cash payable under Section 2.7(b)(iii) in lieu of fractional shares of Parent Class A Common Stock otherwise issuable pursuant hereto, upon the surrender of a Certificate representing such share of Company Common Stock (or the Companyreceipt of an agent’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to message in the Effective Time (other than Cancelled case of Book-Entry Shares) shall be converted into in the right to receive one newly issued share manner set forth in Section 2.8 (or in the case of Parent Series D Preferred Stock a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner set forth in Section 2.8(h)). For all purposes of and under this Agreement, the term “Per Share Preferred Series D Merger Consideration” andshall mean the Cash Consideration plus the Stock Consideration, together with any cash payable under Section 2.7(b)(iii) in lieu of fractional shares of Parent Class A Common Stock otherwise issuable pursuant hereto. From and after the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger ConsiderationEffective Time, the “Per Share Preferred Merger Consideration”). (iv) All such all shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), Common Stock shall no longer be outstanding and shall automatically be canceled cancelled, retired and cease to exist. Each , and each holder of a share any shares of Company Preferred Common Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor issuable and payable in respect thereof pursuant to this Section 2.7(b) and any dividends or other distributions issuable or payable in respect thereof pursuant to Section 2.8(c) upon the surrender of such share of Company Preferred Stock thereof in accordance with the provisions of Section 3.3. (v) All 2.8. The Merger Consideration issued upon the surrender for exchange of shares of Company Common Stock or in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 2.7(b)(iii) and Section 2.8(c)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Preferred Common Stock, and there shall be no further registration of transfers on the records of the Interim Surviving Corporation of shares of Company Common Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company which were outstanding immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of Time. If, after the Effective Time, and no consideration Certificates are presented to Parent, the Interim Surviving Corporation or the Surviving Company for any reason, they shall be delivered or deliverable canceled and exchanged as provided in exchange therefor (collectively, the “Cancelled Shares”)this Article II.

Capital Stock of the Company. Each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 1.5(d) above and any Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive an amount equal to (i) Subject to the other provisions quotient of this Article III(A) the sum of (1) the Merger Consideration, each share of common stock, par value $0.01 per share, plus (2) the aggregate exercise price of the Company Stock Options, plus (“3) the aggregate exercise price of the Company Warrants, divided by (B) the sum of (1) the number of shares of Company Common Stock”)Stock outstanding immediately prior to the Effective Time, issued and plus (2) the number of shares of Company Common Stock issuable upon exercise of the Company Stock Options outstanding immediately prior to the Effective Time, plus (3) the number of shares of Company Common Stock issuable upon exercise of the Company Warrants outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent “Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). , and (ii) any additional amounts as may be payable pursuant to Sections 2.4 and 2.5 below. All such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i)converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist. Each , and each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive (Ai) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, to be issued or paid Merger Consideration (less the pro rata portion of the Escrow Fund) in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, such certificate in accordance with Section 3.3. 2.1 hereof, plus (iiiii) Subject any additional amounts as may be payable pursuant to Sections 2.4 and 2.5 below. Notwithstanding anything to the other provisions of this Article IIIcontrary set forth herein, (A) each share of in no event will the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior aggregate amounts paid to Sellers exceed the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted plus any additional amounts as may be payable pursuant to Section 3.1(b)(iii), shall automatically be canceled Sections 2.4 and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.32.5 below. (v) All shares of Company Common Stock or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor (collectively, the “Cancelled Shares”).

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Excluded Shares, any Converted Shares, and Company Restricted Stock Awards, which shall be treated as defined belowset forth in Section 3.2(a)) (such shares of Company Common Stock, the “Eligible Shares”) shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.050, as it may be adjusted, from time to time, pursuant to Section 3.1(c). (ii) All such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i), shall cease to be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Excluded Shares and Converted Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.3(b). (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock held by the Company as treasury shares or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor therefor. Each share of Company Common Stock that is owned by any direct or indirect Subsidiary of the Company or Parent (collectively, the other than Merger Sub) (“Cancelled Converted Shares”)) shall automatically be converted into a number of fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“"Company Common Stock”"), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common "Merger Consideration”"). As used in this Agreement, "Exchange Ratio" means 1.441 (the "Base Ratio"), subject to adjustment as provided below. (ii) All such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i), shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g3.2(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h3.2(h), in each case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.2. (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor (collectively, the “"Cancelled Shares”").

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Class A Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Excluded Shares, unvested Company Restricted Stock Unit Awards, which shall be treated as defined belowset forth in Section 3.3(a), and Appraisal Shares) (such shares of Company Common Stock, the “Eligible Shares”) shall be converted automatically at the Effective Time into the right to receive from Parent the following consideration (collectively, the “Merger Consideration”): (A) $1.20 in cash, without interest (the “Cash Consideration”), and (B) that number of validly issued, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). As used in this Agreement, “Exchange Ratio” means 0.2486. (ii) All such shares of Company Class A Common Stock, when so converted pursuant converted, shall cease to Section 3.1(b)(i), be outstanding and shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock an Eligible Share that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g3.4(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h3.4(h), in each case, case to be issued or paid in consideration therefor upon the surrender exchange of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.33.4(a). (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock held by the Company as treasury shares or Company Preferred Stock held by Parent or the Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company Subs immediately prior to the Effective Time and, in each case, not held on behalf of third parties (collectively, “Excluded Shares”) shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor (collectively, the “Cancelled Shares”)therefor.

Capital Stock of the Company. The authorized capital stock ---------------------------- of the Company consists of (i) Subject to 100,000,000 shares of Common Stock, of which 15,000,000 shares are issued and outstanding and 3,180,188 shares are reserved for issuance under the other provisions 1995 Plan, and (ii) 20,000,000 shares of preferred stock, of which 503,511 shares of Series A Preferred Stock are, as of the date of this Article IIIAgreement, each share and will be, as of common stockthe date of the First Closing Stock Purchase or the Adjusted First Closing Stock Purchase, par value $0.01 per shareas the case may be, issued and outstanding; no shares of capital stock will be issued to any Person other than DC prior to any Closing Date, except as contemplated hereby and there are no other shares of capital stock of the Company (“Company issued, or reserved for issuance, or outstanding. The outstanding shares of Common Stock”)Stock are, and the Common Stock to be issued and outstanding immediately prior to upon conversion of the Effective Time (excluding any Cancelled SharesSeries A Preferred Stock will be, as defined below)duly authorized, shall be converted into the right to receive from Parent (A) that number of validly issued, fully-fully paid and nonassessable nonassessable. Except as set forth in the Disclosure Schedule, the outstanding shares of Parent Common Stock equal to are not, and the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). (ii) All such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i), shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, to be issued upon conversion of the Series A Preferred Stock will not be, subject to any preemptive, first refusal or paid other subscription rights, other than as provided for in consideration therefor this Agreement. The issuance of all the Aggregate Shares has been duly and validly authorized. All the Aggregate Shares, when issued in compliance with this Agreement and the Articles and upon the surrender receipt of any Certificates payment therefore, if any, are or Book-Entry Shareswill be, as applicable, validly issued, fully paid and nonassessable and are not or will not have been issued in accordance with Section 3.3. violation of, and will not be subject to, any preemptive, first refusal or other subscription rights (iiiexcept as provided in this Agreement) Subject to and will not result in the other anti- dilution provisions of this Article III, (A) each share any other security of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”)becoming applicable. (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor (collectively, the “Cancelled Shares”).

Capital Stock of the Company. (iAt the Effective Time, subject to Section 2.1(c) Subject to and the other provisions of this Article IIIAgreement, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), Stock issued and outstanding immediately prior to the Effective Time (excluding including any Cancelled SharesCompany Restricted Stock, as defined belowin Section 2.3(b), but excluding any Excluded Shares and any Appraisal Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and shall thereafter represent the right to receive the following consideration: (i) Each share of Company Common Stock (including any Company Restricted Stock, but excluding any Excluded Shares) with respect to which an election to receive a combination of stock and cash has been effectively made and not revoked or lost pursuant to Section 2.1(d) (each, a “Mixed Consideration Election Share”) and each Non-Election Share, as defined in Section 2.1(d), shall be converted into the right to receive from Parent the combination (Asuch combination, the “Per Share Mixed Consideration”) that of (x) $1.73 in cash (the “Per Share Mixed Election Cash Amount”) and (y) a number of validly issued, fully-fully paid and nonassessable non-assessable shares of common stock, par value $2.50 per share, of Parent (“Parent Common Stock”), (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.4(e)) equal to the Exchange Ratio quotient (the “Per Share Mixed Election Stock ConsiderationExchange Ratio”) and determined by dividing $1.27 (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger ConsiderationMixed Election Stock Amount”). (ii) All such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i), shall automatically be canceled and cease to exist. Each holder of a by the volume weighted average price per share of Company Parent Common Stock that was outstanding for the period of five consecutive trading days ending on the second full trading day immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) Subject rounding to the other provisions nearest ten-thousandth of this Article IIIa share, (A) each share of for sales conducted regular way on the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share New York Stock Exchange (“Company Series A Preferred StockNYSE”), issued as such volume weighted average price is calculated on the VAP screen on the Bloomberg Professional (TM) Service and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series B Preferred Stock shown as VWAP for such period or, if not calculated thereby, another authoritative source (the “Per Parent Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger ConsiderationValue”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior rounding to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder nearest ten-thousandth of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3share. (v) All shares of Company Common Stock or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor (collectively, the “Cancelled Shares”).

Capital Stock of the Company. (i) Subject to the other provisions of this Article IIIExcept as otherwise provided in Section 1.6(b), each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number of validly issued, fully-paid and nonassessable shares of Parent Common Capital Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). (ii) All such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i), shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Sharesany Dissenting Shares (as hereinafter defined)) shall automatically be converted into the right to receive one newly issued share of Parent Series B Preferred Stock as follows: (the “Per Share Preferred Series B Merger Consideration”), (Bi) each share of the Company’s 6.25% Series B Cumulative Convertible A-1 Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall no longer be converted outstanding, shall automatically be cancelled and retired and shall cease to exist, and shall automatically be converted, by virtue of the Merger and without any action on the part of the holders thereof, into the right to receive receive, without interest, an amount equal to the product obtained by multiplying (A) the number of shares of Common Stock into which one newly issued (1) share of Parent Series C A-1 Preferred Stock is convertible immediately prior to the Effective Time by (B) the Per Share Common Consideration, less any amounts that must be contributed in respect of such share of Series A-1 Preferred Stock into the Escrow Fund (as hereinafter defined) and the Representative Expense Fund (as hereinafter defined) as provided in this Agreement and the Escrow Agreement (as hereinafter defined), as applicable, which contributed amounts will be released at the respective times and subject to the contingencies specified herein and therein (the “Per Share Preferred Series C Merger A-1 Consideration,” and the aggregate amount of Series A-1 Consideration, the “Aggregate Series A-1 Consideration”), and ; (Cii) each share of the Company’s 7.625% Series C Cumulative Redeemable A-2 Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall no longer be converted outstanding, shall automatically be cancelled and retired and shall cease to exist, and shall automatically be converted, by virtue of the Merger and without any action on the part of the holders thereof, into the right to receive receive, without interest, an amount equal to the product obtained by multiplying (A) the number of shares of Common Stock into which one newly issued (1) share of Parent Series D A-2 Preferred Stock is convertible immediately prior to the Effective Time by (B) the Per Share Common Consideration, less any amounts that must be contributed in respect of such share of Series A-2 Preferred Stock into the Escrow Fund and the Representative Expense Fund as provided in this Agreement and the Escrow Agreement, as applicable, which contributed amounts will be released at the respective times and subject to the contingencies specified herein and therein (the “Per Share Preferred Series D Merger A-2 Consideration,” and, together with and the Per Share Preferred aggregate amount of Series B Merger Consideration and Per Share Preferred Series C Merger A-2 Consideration, the “Per Share Preferred Merger Aggregate Series A-2 Consideration”).; (iviii) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a each share of Company Series A-3 Preferred Stock that was issued and outstanding immediately prior to the Effective Time shall no longer be outstanding, shall automatically be cancelled and retired and shall cease to have exist, and shall automatically be converted, by virtue of the Merger and without any rights with respect theretoaction on the part of the holders thereof, except into the right to receive receive, without interest, an amount equal to the applicable Per Share Preferred Merger Consideration therefor upon the surrender Series A-3 Liquidation Preference, less any amounts that must be contributed in respect of such share of Company Series A-3 Preferred Stock into the Escrow Fund and the Representative Expense Fund as provided in accordance with Section 3.3.this Agreement and the Escrow Agreement, as applicable, which contributed amounts will be released at the respective times and subject to the contingencies specified herein and therein (the “Series A-3 Consideration,” and the aggregate amount of Series A-3 Consideration, the “Aggregate Series A-3 Consideration”); (viv) All shares each share of Company Common Stock or Company Series A-4 Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company issued and outstanding immediately prior to the Effective Time shall no longer be outstanding, shall automatically be canceled cancelled and retired and shall cease to exist as exist, and shall automatically be converted, by virtue of the Merger and without any action on the part of the holders thereof, into the right to receive, without interest, an amount equal to the product obtained by multiplying (A) the number of shares of Common Stock into which one (1) share of Series A-4 Preferred Stock is convertible immediately prior to the Effective TimeTime by (B) the Per Share Common Consideration, less any amounts that must be contributed in respect of such share of Series A-4 Preferred Stock into the Escrow Fund and no consideration shall the Representative Expense Fund as provided in this Agreement and the Escrow Agreement, as applicable, which contributed amounts will be delivered or deliverable in exchange therefor released at the respective times and subject to the contingencies specified herein and therein (collectivelythe “Series A-4 Consideration,” and the aggregate amount of Series A-4 Consideration, the “Cancelled SharesAggregate Series A-4 Consideration”); and (v) each share of Common Stock issued and outstanding immediately prior to the Effective Time shall no longer be outstanding, shall automatically be cancelled and retired and shall cease to exist, and shall automatically be converted, by virtue of the Merger and without any action on the part of the holders thereof, into the right to receive, without interest, an amount equal to the Per Share Common Consideration, less any amounts that must be contributed in respect of such share of Common Stock into the Escrow Fund and the Representative Expense Fund as provided in this Agreement and the Escrow Agreement, as applicable, which contributed amounts will be released at the respective times and subject to the contingencies specified herein and therein (the “Common Consideration,” and the aggregate amount of Common Consideration, the “Aggregate Common Consideration”).

Capital Stock of the Company. (ia) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), Each issued and outstanding share of the Company’s capital stock immediately prior to the Effective Time (excluding any Cancelled individually a “Share” and collectively the “Shares, as defined below”), shall be converted into the right to receive from Parent other than (Ai) that number of validly issuedShares held by SPI-Nevada, fully-paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Merger Consideration”). (ii) All such shares Dissenting Shares, shall, by virtue of Company Common Stockthe Merger, when so converted pursuant to Section 3.1(b)(i), shall automatically be canceled and retired and shall cease to exist. Each , and each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares) certificate representing any such shares shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Considerationreceive, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu upon surrender of any fractional shares of Parent Common Stock in accordance with Section 3.3(h)such certificates, in each case, the Merger Consideration to be issued or paid exchanged in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3such certificate. (iiib) Subject to the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), Each Share issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) that is restricted or not fully vested shall be converted into upon such conversion have the right same restrictions or vesting arrangements as were applicable to receive one newly issued share of Parent Series B Preferred Stock (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately such shares prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share conversion. The capitalization of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and set forth on a Merger Consideration Certificate to be delivered by the Company to SPI-Nevada at Closing (the “Merger Consideration Certificate”). SPI-Nevada shall cease be entitled to exist as rely on the Merger Consideration Certificate in connection with issuance of the Merger Consideration. (c) At the Effective Time, each Share held by the Company as treasury stock or held by SPI-Nevada immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the Company, SPI-Nevada or the holder thereof, be canceled, retired and cease to exist, and no consideration shall be delivered with respect thereto. (d) At the Effective Time, each holder of then outstanding options to purchase or deliverable otherwise acquire shares of the Company (“Company’s Option”), whether or not such Company’s Option is then exercisable, issued pursuant to the Company’s 2006 Equity Incentive Plan (“Company’s Option Plan”) or otherwise, will be granted awards under the SPI-Nevada’s 2006 Equity Incentive Plan ("SPI-Nevada Option Plan") in exchange therefor substitution for awards issued under the Company’s Option Plan (collectively, the “Cancelled SharesSubstituted Option”). SPI-Nevada Option Plan is substantially similar in all material respects to the Company’s Option Plan and each Substituted Option shall continue to have, and be subject to, substantially similar terms and conditions set forth in such option and, if applicable, in the Company’s Option Plan, immediately before the Effective Time, including provisions with respect to vesting (except as amended to terminate vesting provisions), except that each Substituted Option will be exercisable for that number of shares of common stock of SPI-Nevada, $.0001 par value, equal to the number of shares of the Company’s common stock that were issuable upon the exercise of such option immediately before the Effective Time. The duration and others terms of each Substituted Option shall be the same as the original option, including the exercise price for such shares, which shall also remain the same, provided however, all references to the Company shall be deemed to be references to SPI-Nevada.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares and any Converted Shares, as defined below), shall be converted into and shall thereafter represent the right to receive from Parent 0.158 (Athe “Exchange Ratio”) that number of a validly issued, fully-fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (together with the Per Share Stock Considerationsuch shares of Parent Common Stock, the “Per Share Common Merger Consideration”). (ii) All Subject to the other provisions of this Article III, all such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i3.1(a)(i), shall automatically be canceled cancelled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Shares and Converted Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) ), and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, case to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) Subject to All shares of Company Common Stock held by the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding as treasury shares or by Parent immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share and, in each case, not held on behalf of Parent Series B Preferred Stock third parties (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares”) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled cancelled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor therefor. Each share of Company Common Stock that is owned by any direct or indirect Subsidiary of the Company or Parent (collectively, the “Cancelled Converted Shares”)) shall automatically be converted into a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio. (iv) Each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding following the Merger as a share of Parent Common Stock.

Capital Stock of the Company. (i) Subject to the other provisions of this Article III, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares and any Dissenting Shares), as defined below)including for the avoidance of doubt any shares of Company Common Stock outstanding immediately prior to the Effective Time whose prior restrictions have lapsed pursuant to Section 3.2 and any Company Common Stock held in the trust funding the Company’s 1997 Deferred Compensation Plan, shall be converted into the right to receive from Parent 0.6442 (Athe “Exchange Ratio”) that number of a validly issued, fully-paid and nonassessable share of Parent Common Stock (the shares of Parent Common Stock equal issuable pursuant to the Exchange Ratio (the “Per Share Stock Consideration”) and (B) the Per Share Cash Consideration (this Section 3.1(b)(i), together with the Per Share Stock Considerationcash payable pursuant to Section 3.3(h), the “Per Share Common Merger Consideration”). (ii) All such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i), shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to the Effective Time (other than Cancelled Sharesshares of Company Common Stock described in Section 3.1(b)(iii)) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, case to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) Subject to All shares of Company Common Stock held by the other provisions of this Article III, (A) each share of the Company’s 8.625% Series A Cumulative Preferred Stock, $0.01 par value per share (“Company Series A Preferred Stock”), issued and outstanding as treasury shares or by Parent or Merger Sub immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share and, in each case, not held on behalf of Parent Series B Preferred Stock third parties (the “Per Share Preferred Series B Merger Consideration”), (B) each share of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares”) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”). (iv) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of the Effective Time, and no consideration shall be delivered or deliverable in exchange therefor (collectively, the “Cancelled Shares”)therefor.

Capital Stock of the Company. (i) Subject to Except for the other provisions Rollover Stock and the Allied Subdebt Stock, as of this Article IIIthe Effective Time, by virtue of the Merger and without any further action on the part of the Purchaser or the Company or any Stockholder, each share of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), Hxxxxxx Stock issued and outstanding immediately prior to the Effective Time (excluding any Cancelled Shares, as defined below), shall be converted into the right to receive from Parent (A) that number receive, subject to the terms of validly issuedthis Agreement, fully-paid and nonassessable shares of Parent Common Stock an amount in cash equal to the Exchange Ratio (the “Per Share Stock Consideration”) and Final Merger Consideration (B) provided that the amount paid at the Closing shall be equal to an amount in cash equal to the Per Share Cash Consideration (together with the Per Share Stock Consideration, the “Per Share Common Closing Merger Consideration”). (ii) All such shares of Company Common Stock, when so converted pursuant to Section 3.1(b)(i), shall automatically be canceled and cease to exist. Each holder of a share of Company Common Stock that was outstanding immediately prior to At the Effective Time (Time, by virtue of the Merger and without any further action on the part of the Purchaser or the Company or any of Mxx X. Xxxxxxx, Xx., Rxxxxxx X. Xxxxxxx, Jxxxx X. Xxxxxx and certain other than Cancelled Shares) shall cease to have any rights with respect thereto, except the right to receive (A) the Per Share Common Merger Consideration, (B) any dividends or other distributions in accordance with Section 3.3(g) and (C) any cash to be paid in lieu of any fractional shares of Parent Common Stock in accordance with Section 3.3(h), in each case, to be issued or paid in consideration therefor upon the surrender of any Certificates or Book-Entry Shares, as applicable, in accordance with Section 3.3. (iii) Subject to the other provisions of this Article III, (A) each share Stockholders who are members of the Company’s 8.625% Series A Cumulative Preferred Stockmanagement who enter into written agreements with the Purchaser or are agreed upon by the Purchaser (the “Rollover Stockholders”), $0.01 par value per share a number of the Rollover Stockholder’s Hxxxxxx Stock (the “Company Series A Preferred Rollover Stock”), issued which when considered together with any Rollover Options (as defined below) have an aggregate value based on the Per Share Closing Merger Consideration equal to no less than $7,959,543 and, individually for each of Mxx X. Xxxxxxx, Xx., Rxxxxxx X. Xxxxxxx, Jxxxx X. Xxxxxx, have a minimum value based on the Per Share Closing Merger Consideration equal to $2,754,495, $1,159,629 and outstanding immediately prior to the Effective Time (other than Cancelled Shares) $539,697, respectively, shall not be cancelled and converted into the right to receive one newly issued share the Per Share Final Merger Consideration, but instead such shares of Parent Series B Preferred Rollover Stock shall be cancelled and converted into a right to receive such number of shares of common stock and/or preferred stock of the Surviving Corporation as the Purchaser and any such Rollover Stockholder may so agree. Notwithstanding the foregoing, each Rollover Stockholder shall, with respect to such Rollover Stockholder’s Rollover Stock (A) be entitled to receive in cash a portion of any amounts payable to the “Sellers pursuant to Sections 1.10 and 7.3 as if such Rollover Stockholder had received the Per Share Preferred Series B Closing Merger Consideration”), Consideration (and not stock in the Surviving Corporation) pursuant to Section 1.7(c)(i) in respect of such Rollover Stock at the Closing and (B) each share be required to pay the Purchaser for any amounts pursuant to Sections 1.10 and 7.2 based on the aggregate number of the Company’s 6.25% Series B Cumulative Convertible Preferred Stock, $0.01 par value per share (“Company Series B Preferred Stock”), issued and outstanding immediately prior shares of such Rollover Stock as if all such shares of Rollover Stock were purchased pursuant to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series C Preferred Stock (the “Per Share Preferred Series C Merger Consideration”), and (C) each share of the Company’s 7.625% Series C Cumulative Redeemable Preferred Stock, $0.01 par value per share (“Company Series C Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) shall be converted into the right to receive one newly issued share of Parent Series D Preferred Stock (the “Per Share Preferred Series D Merger Consideration” and, together with the Per Share Preferred Series B Merger Consideration and Per Share Preferred Series C Merger Consideration, the “Per Share Preferred Merger Consideration”Section 1.7(c)(i). (iviii) All such shares of Company Preferred Stock, when so converted pursuant to Section 3.1(b)(iii), shall automatically be canceled and cease to exist. Each holder of a share of Company Preferred Stock that was outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive the applicable Per Share Preferred Merger Consideration therefor upon the surrender of such share of Company Preferred Stock in accordance with Section 3.3. (v) All shares of Company Common Stock or Company Preferred Stock held by Parent or Merger Sub or by any wholly owned Subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to exist as of At the Effective Time, by virtue of the Merger and no consideration without any further action on the part of the Purchaser or the Company or Allied Capital, a number of shares of Hxxxxxx Stock owned by Allied Capital that is equal to the quotient determined by dividing $47,500,000 by the Per Share Closing Merger Consideration (the “Allied Subdebt Stock”) shall be delivered or deliverable cancelled in exchange therefor for the right to receive, subject to the terms of this Agreement, subordinated promissory notes of The Hxxxxxx Group, Inc. in the initial aggregate principal amount of $47,500,000 and having substantially the terms set forth in the term sheet attached hereto as Exhibit A (collectively, the “Cancelled SharesSubdebt Notes”). Notwithstanding the foregoing, Allied Capital shall, with respect to the Allied Subdebt Stock (A) be entitled to receive in cash a portion of any amounts payable to the Sellers pursuant to Sections 1.10 and 7.3 as if Allied Capital had received the Per Share Closing Merger Consideration (and not the Subdebt Notes) pursuant to Section 1.7(c)(i) in respect of the Allied Subdebt Stock at the Closing and (B) be required to pay the Purchaser for any amounts pursuant to Sections 1.10 and 7.2 based on the aggregate number of shares of the Allied Subdebt Stock as if all the shares of Allied Subdebt Stock were purchased pursuant to Section 1.7(c)(i).