Common use of Conversion of Capital Stock Clause in Contracts

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder of any shares of the following securitiescapital stock of the Company or capital stock of the Transitory Subsidiary: (a) Each share of the common stock, par value $0.001 per share, stock of Merger Sub the Transitory Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, $.01 par value $0.001 per share, of the Surviving CompanyCorporation. (b) All shares of common stock, $.01 par value $0.001 per share, of CCT the Company (the “CCT Company Common Stock”) that are owned by the Company as treasury stock or by any wholly owned Subsidiary of the Company and any shares of Company Common Stock owned by the Buyer, the Transitory Subsidiary or any other wholly owned Subsidiary of the Buyer (collectively, the “Buyer Holders”) immediately prior to the Effective Time shall be cancelled and shall cease to exist and no Merger Consideration (as defined below) or other consideration shall be delivered in exchange therefor. (c) Subject to Section 2.2, each share of Company Common Stock (other than (i) Dissenting Shares (as defined in Section 2.3(a) below) and (ii) shares to be cancelled in accordance with Section 2.1(b)) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, automatically converted into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio $7.75 in cash (the “Merger Consideration”). (d) All , payable to the holder thereof, without any interest thereon. As of the Effective Time, all such shares of CCT Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each holder of a certificate representing any such share shares of CCT Company Common StockStock shall cease to have any rights with respect thereto, all of which are in non-certificated book-entry form, shall thereafter represent only except the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (ed) The Exchange Ratio Merger Consideration shall be appropriately adjusted (to reflect fully the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result effect of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend (including any dividend or dividend payable in any distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other securities shall be authorized like change with respect to Company Common Stock occurring after the date hereof and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed prior to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementthe Effective Time.

Conversion of Capital Stock. At (i) Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares) shall automatically be converted into the right to receive Parent Common Stock in an amount equal to such holder’s Pro Rata Portion, if any, of the Common Stock Consideration less the Common Stock Consideration issuable pursuant to Section 2.1(c)(ii), (e) and (f), as adjusted pursuant to this Agreement, provided, however, that no fractional share of Parent Common Stock will be issued in the Merger, but in lieu thereof, each holder of shares of Company Common Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall be entitled to receive from Parent such holder’s portion of the Fractional Share Amount (in the aggregate, all such amounts being less than or equal to the Fractional Share Cap). If the aggregate payments in lieu of fractional shares would otherwise exceed the Fractional Share Cap, the amount paid for each fractional share shall be reduced ratably such that the Fractional Share Cap is not exceeded. As of the Effective Time, by virtue all shares of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of Merger Sub Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and each such share holder of CCT Common Stock, all of which are in non-certificated a certificate (a “Certificate”) or book-entry formshares (“Book-Entry Shares”) representing any such shares of Company Common Stock shall cease to have any rights with respect to such shares, shall thereafter represent only except, in all cases, the right to receive (other than with respect to Excluded Shares and Dissenting Shares) the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented Consideration and Fractional Share Consideration (if applicable), without interest, upon surrender of such Certificate or Book-Entry Shares in non-certificated book-entry form have been converted pursuant to accordance with Section 2.2 and 2.3. The right of any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares holder of FSIC any share of Company Common Stock or CCT to receive the Common Stock shall have been increased Consideration or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or Fractional Share Consideration (if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(eapplicable) shall be construed subject to permit and reduced by the amount of any party hereto to take any action withholding that is otherwise prohibited or restricted by any other provision of this Agreementrequired under applicable Law relating to Taxes.

Conversion of Capital Stock. At the First Effective Time, by virtue of the First Merger and without any action on the part of CCTPIF, FSIC SLIC or Merger Sub or the holder of any of the following securities: (a) Each each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the First Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company and shall constitute the only outstanding shares of capital stock of the Surviving Company.; (b) All all shares of common stock, par value $0.001 per share, of CCT SLIC (the “CCT SLIC Common Stock”) issued and outstanding immediately prior to the First Effective Time that are owned by FSIC SLIC, PIF or any of its their respective Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”).; (c) Subject to Section 1.5(e), each share of CCT SLIC Common StockStock issued and outstanding immediately prior to the First Effective Time, except for the Cancelled Shares and Appraisal Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal receive, in cash, subject to the Exchange Ratio terms and conditions of this Agreement, without interest, the SLIC Per Share NAV (the “Merger Consideration”).; and (d) All all of the shares of CCT SLIC Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the First Effective Time, and each such share of CCT SLIC Common Stock, all of which are in non-certificated book-entry form, Stock shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, HoldCo, Merger Sub or the holder holders of any shares of capital stock of the following securitiesCompany, Parent, HoldCo or Merger Sub: (ai) Each share of common stock, par value $0.001 0.01 per share, of the Company (such shares, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (x) Shares to be canceled in accordance with Section 2.1(a)(ii) and (y) any Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent the right of the holder of such Share (the “Merger Shareholder”) to receive $26.50 in cash, without interest, and subject to deduction for any required withholding Tax (the “Merger Consideration”). As of the Effective Time, each such Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right of the Merger Shareholder of such Share to receive the Merger Consideration in respect of such Share to be issued or paid in accordance with Section 2.3, without interest. (ii) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, HoldCo, Merger Sub or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (iii) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 0.01 per share, of the Surviving CompanyCorporation. (b) All shares of common stock, par value $0.001 per share, of CCT (If at any time during the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, any change in the respective outstanding shares of FSIC Common Stock capital stock of the Company, or CCT Common Stock shall have been increased or decreased or changed securities convertible into or exchanged exchangeable into or exercisable for a different number or kind shares of shares or securities such capital stock, shall occur as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision or combination, split-up, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing period (excluding, in this Section 1.5(eeach case, cash dividends) or other similar transaction, the Merger Consideration shall be construed equitably adjusted, without duplication, to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementachieve the same economic outcome.

Conversion of Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder holders of any shares of Company Common Stock or common stock of the following securities:Purchaser (the "Purchaser Common Stock"): (a) Each share of common stock, par value $0.001 per share, of Merger Sub the Purchaser Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, stock of the Surviving CompanyCorporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (b) All Any shares of common stockCompany Stock held by the Company as treasury stock and any shares of Company Stock owned by Parent, par value $0.001 per share, the Purchaser or any other wholly owned Subsidiary (as defined in Section 3.01 hereof) of CCT Parent immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (the “CCT c) Each share of Company Common Stock”) Stock issued and outstanding immediately prior to the Effective Time that are owned by FSIC or (other than Common Shares to be cancelled in accordance with Section 2.01(b) hereof and any of its Consolidated Subsidiaries Dissenting Shares (including Merger Subif applicable and as defined in Section 2.03 hereof)) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Common Offer Price, payable to the holder thereof, without interest (the "Common Stock Merger Consideration pursuant Consideration"), upon surrender of the certificate formerly representing such share of Company Common Stock in the manner provided in Section 2.02 hereof. (d) Each share of Company Class A Common Stock issued and outstanding immediately prior to this Article I the Effective Time (other than Class A Shares to be cancelled in accordance with Section 2.01(b) hereof and any Dissenting Shares (if applicable and as defined in Section 2.03 hereof)) shall be converted into the right to receive the Class A Offer Price, payable to the holder thereof, without interest (the "Class A Common Stock Merger Consideration" and, together with the Common Stock Merger Consideration, the "Merger Consideration"), upon surrender of the certificate formerly representing such share of Company Class A Common Stock in the manner provided in Section 2.02 hereof. (e) All such shares of Company Stock, when so converted in accordance with Sections 2.01(c) and 2.1(d) hereof, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as of the Effective Timeexist, and each holder of a certificate representing any such share of CCT Common Stockshares shall cease to have any rights with respect thereto, all of which are in non-certificated book-entry form, shall thereafter represent only except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 2.02 hereof, cash in lieu without interest, or to perfect any rights of fractional shares into which appraisal as a holder of Dissenting Shares (as hereinafter defined) that such shares of CCT Common Stock represented in non-certificated book-entry form holder may have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)262 of the DGCL. (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTPurchaser, FSIC Subcorp or Merger Sub Target or the holder of any of the following securitiestheir respective shareholders: (a) Each share of common stock, $0.01 par value $0.001 per sharevalue, of Merger Sub Subcorp ("Subcorp Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, $0.01 par value $0.001 per sharevalue, of the Surviving CompanyCorporation. Such newly issued shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. (b) All shares Each share of common stock, par value $0.001 per share, capital stock of CCT (Target held in the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any treasury of its Consolidated Subsidiaries (including Merger Sub) Target shall be cancelled and shall cease to exist retired and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration payment shall be delivered made in exchange therefor (such shares, the “Cancelled Shares”)respect thereof. (c) Subject Each outstanding share of Target Common Stock which under the terms of Section 2.2 is to be converted into the right to receive Purchaser Common Shares shall, subject to Section 1.5(e)2.3, each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, converted into and become the right to receive a number of shares of FSIC Purchaser Common Stock Shares equal to the Exchange Ratio (as defined in Section 2.3) (the “Merger "Stock Consideration”"). (d) All Each outstanding share of the shares of CCT Target Common Stock which under the terms of Section 2.2 is to be converted into the right to receive cash shall be converted into the Merger Consideration pursuant right to this Article I shall no longer be receive $39.00 in cash (the "Cash Consideration"); (e) Each outstanding share of Target Common Stock the holder of which has perfected his right to dissent under applicable law and shall automatically be cancelled and shall cease to exist has not effectively withdrawn or lost such right as of the Effective TimeDate (the "Dissenting Shares") shall not be converted into or represent a right to receive Purchaser Common Shares and/or cash hereunder, and the holder thereof shall be entitled only to such rights as are granted by applicable law. Target shall give Purchaser prompt notice upon receipt by Target of any such written demands for payment of the fair value of such shares of Target Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any shareholder duly making such demand being hereinafter called a "Dissenting Shareholder"). Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation. (f) If any Dissenting Shareholder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment at or prior to the Effective Date, such holder's shares of Target Common Stock shall be converted into a right to receive cash and/or Purchaser Common Shares in accordance with the applicable provisions of this Agreement. If such holder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment after the Effective Date, each such share of CCT Target Common Stock, all Stock of which are in non-certificated book-entry form, such holder shall thereafter represent only be converted on a share by share basis into the right to receive the Merger Cash Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or Merger Sub: (a) Subject to Section 2.3(f), 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 (other than any Excluded Shares) shall thereupon be converted into and become exchangeable for 0.48 (the “Exchange Ratio”) validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(f), in each case to be issued or paid in accordance with Section 2.3, without interest. (b) Each share of Company Common Stock held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock, par value $0.001 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 0.01 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)Corporation. (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to reflect fully the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result appropriate effect of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of sharesreverse stock split, or if a stock dividend or dividend payable in any distribution of securities convertible into Company Common Stock or Parent Common Stock, reorganization, recapitalization, reclassification or other securities shall be authorized and declared like change with respect to the Company Common Stock or Parent Common Stock having a record date within such period. Nothing occurring on or after the date of this Agreement and prior to the Effective Time; provided, that nothing in this Section 1.5(e2.1(d) shall be construed to permit any party hereto the Company to take any action with respect to its securities that is otherwise prohibited or restricted by any other provision the terms of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Parent, FSIC or Merger Sub the Buyer, the Company or the holder holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 2.4(b)) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive a number of shares of Parent Class B Common Stock calculated in accordance with the Exchange Ratio upon the surrender of the Certificate representing such share in the manner set forth in Section 2.6. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a Certificate representing such shares shall cease to have any rights with respect thereto, except the right to receive that number of shares of Parent Class B Common Stock into which such shares of Company Common Stock have been converted, cash in lieu of fractional shares as provided in Section 2.6(c) and any dividends or other distributions payable pursuant to Section 2.7. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is owned by the Parent or the Buyer and each share of Company Common Stock that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto. (c) Each share of common stock, par value $0.001 .01 per share, of Merger Sub the Buyer issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 .01 per share, of the Surviving Company. (b) All Corporation and shall constitute the only outstanding shares of common stock, par value $0.001 per share, capital stock of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)Surviving Corporation. (d) All of If after the shares of CCT Common Stock converted into the right date hereof and prior to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share the Parent shall have declared a stock split (including a reverse split) of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Parent Class B Common Stock represented or a dividend payable in non-certificated book-entry form have been converted pursuant to Section 2.2 and Parent Class B Common Stock or effected any dividends recapitalization or reclassification of its common stock or any other distributions payable pursuant to Section 2.4(b). (e) The similar transaction, then the Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Valuereflect such stock split, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassificationdividend, recapitalization, stock split, reverse stock split, split-up, combination reclassification or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementsimilar transaction.

Conversion of Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of CCTthe holder of any securities of the Company, FSIC Parent or Merger Sub: (i) Each Share issued and outstanding immediately prior to the Effective Time (but excluding shares to be cancelled and retired in accordance with Section 3.1(a)(ii) and Dissenting Shares) will be converted into the right to receive the Offer Price in cash per Share (the “Merger Consideration”), without interest, upon surrender of such Shares in the manner provided in Section 3.2(d), less any required withholding taxes. At the Effective Time, all of the Shares will cease to be outstanding, will be cancelled and will cease to exist, and each certificate (a “Certificate”, it being understood that any references herein to a “Certificate” or “Certificates” will be deemed to include references, as applicable, to book-entry account statements relating to the ownership of Shares where appropriate) formerly representing any of the Shares will thereafter represent only the right to receive the Merger Consideration for each such Share, without interest. (ii) Each Share that is owned by Parent, Merger Sub or the holder of Company (as treasury stock or otherwise) or any of the following securities:their respective direct or indirect wholly owned Subsidiaries will automatically be cancelled and retired and will cease to exist, and no consideration will be delivered in exchange therefor. (ab) Each share of common stockshare, par value $0.001 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall will be converted into one and become, in the aggregate, 1,000 validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 0.01 per share, of CCT (the “CCT Common Stock”) issued Surviving Corporation with the same rights, powers and privileges as the shares so converted and will constitute the only outstanding immediately prior to shares of capital stock of the Surviving Corporation. From and after the Effective Time that are owned by FSIC or any Time, all certificates representing the common stock of its Consolidated Subsidiaries (including Merger Sub) shall Sub will be cancelled and shall cease deemed for all purposes to exist and no represent the number of shares of common stock, par value $0.001 per share, stock of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered Surviving Corporation into which they were converted in exchange therefor (such shares, accordance with the “Cancelled Shares”)immediately preceding sentence. (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for If at any time during the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, any change in the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind capital stock of shares or securities the Company occurs as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or combination, split-up, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and stock distribution is declared with a record date within during such period. Nothing in this Section 1.5(e, the Offer Price and Merger Consideration will be equitably adjusted to reflect such change. (d) shall be construed to permit Notwithstanding any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this AgreementAgreement to the contrary, including Section 3.1(a), Shares issued and outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 3.1(a)(ii)) and held by a record holder or beneficial owner who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is statutorily entitled to exercise appraisal rights and who duly complies with all provisions of Section 262 of the DGCL concerning the right of holders of Shares to dissent from the Merger and seek appraisal of their Shares (such Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s dissenters’ rights under the DGCL with respect to such Shares) will not be converted into a right to receive the Merger Consideration, but instead will be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s appraisal rights pursuant to Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Shares will be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 3.1(a)(i), without interest thereon and less any required withholding taxes, upon surrender of such Certificate formerly representing such Shares in the manner provided in Section 3.2(d). Notwithstanding anything to the contrary contained in Section 3.1(a)(i), if the Merger is rescinded or abandoned prior to the Effective Time, then the right of any Stockholder to be paid the fair value of such Stockholder’s Dissenting Shares pursuant to Section 262 of the DGCL will be null and void. The Company will provide Parent prompt written notice of any demands received by the Company for appraisal of Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and Parent will have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent or to the extent required by Law, the Company will not make any payment with respect to, or settle or agree to settle, any such demands.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or Merger Sub: (a) Each share of common stock, without par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per sharevalue, of the Surviving Company. Company (b) All shares of common stocksuch shares, par value $0.001 per sharecollectively, of CCT (the “CCT Common StockShares”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall other than Shares to be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, Section 2.1(b)) shall thereupon be converted automatically into and shall thereafter represent the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio $30.00 in cash, without interest (the “Merger Consideration”). (d) All , subject to deduction for any required withholding Tax. As of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I Effective Time, all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist exist, and shall thereafter only represent the right to receive the Merger Consideration to be issued or paid in accordance with Section 2.3, without interest. (b) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly owned Subsidiary of the Company, Parent or Merger Sub immediately prior to the Effective Time (in each case, other than any such Shares held on behalf of third parties) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) All shares of common stock, par value $0.01 per share, of Merger Sub that are issued and outstanding as of immediately prior to the Effective Time shall be converted into and become, in the aggregate, a number of validly issued, fully paid and non-assessable shares of common stock, without par value, of the Surviving Corporation equal to the number of Shares that are issued and outstanding as of immediately prior to the Effective Time, . (d) All rights to acquire Shares (contingent or otherwise) described in Section 2.1(d) of the Company Disclosure Schedule that are outstanding as of immediately prior to the Effective Time shall be canceled and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall cease to exist and shall thereafter represent only the right to receive the Merger ConsiderationConsideration per Share subject to such rights, cash on the terms described in lieu Section 2.1(d) of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)the Company Disclosure Schedule. (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At As of the Effective Time, --------------------------- by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder holders of any of the following securities: (a) Each share Shares or holders of common stock, par value $0.001 .01 per share, of Merger Sub the Purchaser (the "Purchaser Common Stock"): ---------------------- (a) Each issued and outstanding share of Purchaser Common Stock shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation. (b) All Shares that are owned by the Company as treasury stock and any Shares owned by Parent, the Purchaser or any other wholly owned subsidiary of Parent shall be cancelled and retired, and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each Share issued and outstanding immediately prior before the Effective Time (other than any Shares to be cancelled pursuant to Section 2.1(b) and any Shares which are held by stockholders exercising appraisal rights pursuant to Section 262 of the DGCL ("Dissenting Stockholders")) shall be ----------------------- cancelled and extinguished and be converted into the right to receive the Offer Price in cash, payable to the holder thereof, without interest (the "Merger ------ Consideration"), upon surrender of the certificate formerly representing such ------------- Share in the manner provided in Section 2.3 hereof. From and after the Effective Time, all such Shares shall no longer be outstanding and shall be deemed to be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon the surrender of such certificate in accordance with Section 2.3 hereof, without interest, or the right, if any, to receive payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Section 262 of the DGCL. (d) Each share of Purchaser Common Stock, issued and outstanding immediately before the Effective Time shall be converted into thereafter represent one validly issued, fully paid and nonassessable share of common stock, par value $0.001 .01 per share, of the Surviving CompanyCorporation. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder of any capital stock of Parent, Merger Sub or the following securitiesCompany: (a) Each Parent Ordinary Share issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger. (b) All Shares that are owned or held in treasury by the Company or owned by Parent or Merger Sub (other than Shares held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by Third Parties) shall be cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. (c) Except as provided in Section 2.1(b), each Share issued and outstanding immediately prior to the Effective Time (including the shares held in the Company Trust), and subject to Section 2.1(e) and Section 2.2, shall automatically be cancelled and converted into the right to receive 0.063 of an American Depositary Share of Parent (“Parent ADS”) (such number of Parent ADSs, the “Exchange Ratio”), with each Parent ADS representing one Parent Ordinary Share, pursuant to the terms of the deposit agreement between Parent and The Bank of New York Mellon (the “Depositary”) (such agreement, the “Deposit Agreement”). The Parent ADSs issued hereunder, subject to adjustment as provided in Section 2.1(f) shall be referred to herein as the “Merger Consideration”, without interest, but subject to any withholding required under applicable Tax Law, plus the right, if any, to receive pursuant to Section 2.8, cash in lieu of fractional shares of Parent ADSs into which such Shares would have been converted pursuant to this Section 2.1(c) (the “Fractional Share Consideration”). (d) Each share of common stock, par value $0.001 per share, of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly newly issued, fully paid paid, and nonassessable non-assessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All Corporation with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. From and after the Effective Time, all certificates representing shares of Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock, par value $0.001 per share, stock of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, Surviving Corporation into which they were converted in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)immediately preceding sentence. (de) All of the shares of CCT Common Stock Shares converted into the right to receive the Merger Consideration pursuant to this Article I II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such share of CCT Common StockShares (each, all of which are in non-certificated a “Certificate”) or any book-entry formshare which immediately prior to the Effective Time represented such Shares (each, a “Book-Entry Share”) shall thereafter represent only the right to receive the Merger Consideration and any applicable Fractional Share Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and as well as any dividends or other distributions payable pursuant to which holders of Shares become entitled in accordance with Section 2.4(b2.3(d). (ef) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or ifIf, between the Determination Date date of this Agreement and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock Parent Ordinary Shares shall have been increased or decreased or increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of any a reorganization, recapitalization, reclassification, recapitalizationstock dividend, stock split, reverse stock split, split-upor other similar change in capitalization, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities an appropriate and proportionate adjustment shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed made to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementthe Exchange Ratio.

Conversion of Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of CCTthe Company, FSIC or Merger Sub Parent, Purchaser or the holder holders of any capital stock of the following securitiesCompany, Parent or Purchaser: (a) Each share of common stock, par value $0.001 0.01 per share, of Merger Sub Purchaser outstanding immediately prior to the Effective Time shall be converted into and become one fully-paid, nonassessable share of common stock of the Surviving Company and shall constitute the only outstanding shares of capital stock of the Surviving Company. (b) All Shares that are owned by Parent or Purchaser shall be cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Except as provided in Sections 2.1(b) and (e), each Share issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock an amount equal to the Exchange Ratio Offer Price, in cash, without interest (the “Merger Consideration”). (d) All of the shares of CCT Common Stock Shares converted into the right to receive the Merger Consideration pursuant to this Article I II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stockcertificate representing Shares (each, all of which are in non-certificated book-entry form, a “Certificate”) shall thereafter represent only the right to receive the Merger ConsiderationConsideration upon surrender of such Certificate in accordance with Section 2.3, cash without interest. All references in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated this Agreement to “Certificates” are deemed to include references to book-entry form have been converted pursuant account statements relating to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)the ownership of Shares. (e) The Exchange Ratio Notwithstanding Section 2.1(c) or any other provisions of this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to, and who has perfected, appraisal rights for such Shares in accordance with Part 13 of the MBCA (the “Dissenting Shares”), if such Part 13 of the MBCA is determined to be applicable, shall not be converted into a right to receive the Merger Consideration but instead shall be appropriately adjusted (entitled to payment of the extent not already taken into account fair value of such Shares in determining accordance with Part 13 of the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset ValueMBCA; provided, as applicable) to account for the Tax Dividend or however, that if, between the Determination Date and after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Part 13 of the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, MBCA or if a stock dividend court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Part 13 of the MBCA, such Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.1(c), without interest thereon, upon surrender of such Certificate formerly representing such Share. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of Shares, any withdrawal of any such demand and any other demand, notice or dividend payable instrument delivered to the Company prior to the Effective Time pursuant to Part 13 of the MBCA that relate to such demand, and Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. The parties hereby agree and acknowledge that in any other securities shall appraisal proceeding with respect to the Dissenting Shares, and to the fullest extent permitted by Applicable Law, the fair value of the Dissenting Shares will be authorized and declared determined in accordance with a record date within such period. Nothing Part 13 of the MBCA without regard to the Top-Up Option, the Top-Up Shares or any promissory note delivered by Purchaser or Parent to the Company in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementpayment for the Top-Up Shares.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder holders of any of the following securitiescapital stock described below: (a) Each share All shares of issued and outstanding common stockstock of Target, par value $0.001 .01 per shareshare (“Target Common Shares”) (other than (i) Target Common Shares held by Parent, Merger Sub or any wholly owned Subsidiary of Parent or Merger Sub, (ii) the Dissenting Shares and (iii) Target Common Shares held in Target’s treasury), shall be converted into the right to receive an amount in cash, without interest, equal to $0.29 per Target Common Share (the “Merger Consideration”). At the Effective Time, all Target Common Shares converted into Merger Consideration pursuant to this Section 4.1 shall cease to be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (“Stock Certificate”) or of non-certificated Target Common Shares represented by a book entry (the “Book Entry Shares”) that, immediately prior to the Effective Time represented such Target Common Shares shall cease to have any rights with respect thereto, except the right to receive Merger Consideration, without interest. (b) Each Target Common Share issued and held in Target’s treasury shall (i) cease to be outstanding, (ii) be canceled and retired without payment of any consideration therefor, and (iii) cease to exist. (c) With respect to the Dissenting Shares, subject to Section 4.4, such Dissenting Shares, by virtue of the Merger and without any action on the part of the holders thereof, shall no longer be outstanding and shall be canceled and retired and shall cease to exist, and each Dissenting Shareholder shall thereafter cease to have any rights with respect to such Dissenting Shares, except the rights, if any, as are granted by Article 5.13 of the TBCA or Subchapter H of Chapter 10 of the TBOC, as applicable. (d) Each Target Common Share held by Parent, Merger Sub or any other Subsidiary of Parent shall (i) cease to be outstanding, (ii) be canceled and retired without payment of any consideration therefor, and (iii) cease to exist. (e) All of the membership interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issuedthe membership interest of the Surviving Company with the same rights, fully paid powers and nonassessable share of common stock, par value $0.001 per share, privileges as the membership interest so converted and shall constitute the only outstanding membership interest of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub Sub, Merger LLC or the holder of any capital stock or other equity security of Parent, Merger Sub, Merger LLC or the following securitiesCompany: (a) Each share of class A common stock, par value $0.001 0.025 per share, of Parent (the “Parent Common Stock”), and each share of class B common stock, par value $0.025 per share, of Parent issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger. (b) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issuedfully paid, fully paid and nonassessable share of common stock, par value $0.001 1.00 per share, of the Surviving Company and shall constitute the only outstanding shares of capital stock of the Surviving Company. (bc) All shares Each share of common stockCompany Common Stock that is owned directly or indirectly by the Company (other than any share of Company Common Stock held in a trust account, par value $0.001 per sharemanaged account or the like, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time or otherwise held in a fiduciary or agency capacity, that are is beneficially owned by FSIC or any of its Consolidated Subsidiaries (including Merger Suba third party) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Parent Common Stock”) Stock or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)therefor. (d) All Except as provided in Section 2.1(c), Section 2.1(g) and Section 6.2(c) with respect to Company Restricted Shares and subject to Section 2.2, each Share issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive, at the election of the holder thereof as provided in Section 2.3, either (1) $20.50 in cash, without interest (the “Cash Consideration”), or (2) 0.9301 shares (the “Exchange Ratio”) of Parent Common Stock, without interest (the “Stock Consideration”). The Cash Consideration and the Stock Consideration (including cash in lieu of fractional shares of CCT Parent Common Stock Stock) are sometimes referred to herein collectively as the “Merger Consideration.” (e) All Shares converted into the right to receive the Merger Consideration pursuant to this Article I II shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such share of CCT Common StockShares or any Book-Entry Share (each, all of which are in non-certificated book-entry form, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares Consideration into which the Shares represented by such shares of CCT Common Stock represented in non-certificated book-entry form Certificate have been converted pursuant to this Section 2.2 and 2.1 as well as any dividends or other distributions payable pursuant to which holders of Shares become entitled in accordance with Section 2.4(b2.5(c). (ef) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or ifIf, between the Determination Date date of this Agreement and the Effective Time, (i) subject to Section 5.2(b), the respective outstanding shares of FSIC Common Stock or CCT Parent Common Stock shall have been increased or decreased or increased, decreased, changed into or exchanged for a different number or kind of shares or securities securities, in each case, as a result of any a reorganization, recapitalization, reclassification, recapitalizationstock dividend, stock split, reverse stock split or other similar change in capitalization, or (ii) subject to Section 5.2(a), the outstanding shares of Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities, in each case, as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, split-upreverse stock split or other similar change in capitalization, combination then the Merger Consideration, the Exchange Ratio and any other similarly dependent items, as the case may be, shall be appropriately adjusted to provide to Holders with the same economic effect as contemplated by this Agreement prior to such event and, as so adjusted, shall, from and after the date of such event, be the Merger Consideration, the Exchange Ratio or exchange other dependent item, as applicable, subject to further adjustment in accordance with this provision. (g) Notwithstanding Section 2.1(d), Shares issued and outstanding immediately prior to the Effective Time and held by a holder who (i) is entitled to appraisal, (ii) has not voted in favor of sharesthis Agreement or the Merger or consented thereto in writing and (iii) has properly exercised and not withdrawn or otherwise lost appraisal rights for such Shares in accordance with Part 13 of the MBCA (the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be converted solely into the right to payment of the fair value of such Shares in accordance with Part 13 of the MBCA; provided, however, that if, after the Effective Time, such holder at any time fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Part 13 of the MBCA or if a stock dividend or dividend payable court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Part 13 of the MBCA, such Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.1(d), without interest thereon, upon surrender of such Certificate formerly representing such Share and related documents. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of Shares, any withdrawal of any such demand and any other securities demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Part 13 of the MBCA that relate to such demand, and Parent shall be authorized have the opportunity and declared right to participate in all negotiations and proceedings with a record date within respect to such perioddemands. Nothing in this Section 1.5(e) Except with the prior written consent of Parent, the Company shall be construed not make any payment with respect to, or offer to permit settle or settle, any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementsuch demands.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTOTF II, FSIC OTF or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 0.01 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 0.01 per share, of CCT OTF II (the “CCT OTF II Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC OTF or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 0.01 per share, of FSIC OTF (the “FSIC OTF Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e1.05(e), each share of CCT OTF II Common StockStock issued and outstanding immediately prior to the Effective Time, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC OTF Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT OTF II Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT OTF II Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT OTF II Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 2.02 and any dividends or other distributions payable pursuant to Section 2.4(b2.04(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT OTF II Net Asset Value and/or the Closing FSIC OTF Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC OTF Common Stock or CCT OTF II Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, merger, issue tender or exchange offer, combination or exchange of sharesshares or similar transaction, or if a stock dividend or dividend payable in any other securities or similar distribution shall be authorized and declared with a record date within such periodperiod (as permitted by this Agreement), in each case, to provide the stockholders of OTF II and OTF the same economic effect as contemplated by this Agreement prior to such event, and as so adjusted shall, from and after the date of such event, be the Exchange Ratio. Nothing in this Section 1.5(e1.05(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTIMS Health, FSIC or Merger Sub Quintiles or the holder holders of any shares of the following securitiescapital stock of IMS Health or Quintiles: (a) Each share of common stock, par value $0.001 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. Quintiles (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Quintiles Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any shall remain outstanding (as of its Consolidated Subsidiaries the Effective Time, the “Surviving Corporation Common Stock”). (including Merger Subb) shall be cancelled and shall cease Subject to exist and no shares Section 2.3(f), each share of common stock, par value $0.001 0.01 per share, of FSIC IMS Health (the “FSIC IMS Health Common Stock”) or issued and outstanding immediately prior to the Effective Time (other than any other consideration Excluded Shares), shall thereupon be delivered in exchange therefor converted into and become exchangeable for 0.3840 (such shares, the “Cancelled SharesExchange Ratio”). (c) Subject to Section 1.5(e)validly issued, each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of fully paid and non-assessable shares of FSIC Surviving Corporation Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All . As of the Effective Time, all such shares of CCT IMS Health Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter only represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b2.3(d) and any cash in lieu of fractional shares of Surviving Corporation Common Stock payable pursuant to Section 2.3(f), in each case to be issued or paid in accordance with Section 2.3, without interest. (ec) Each share of IMS Health Common Stock held in treasury or owned, directly or indirectly, by Quintiles, any of its Subsidiaries or any Subsidiaries of IMS Health immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (d) The Exchange Ratio shall be appropriately adjusted (to reflect fully the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result appropriate effect of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of sharesreverse stock split, or if a stock dividend or dividend payable in any distribution of securities convertible into Quintiles Common Stock or IMS Health Common Stock, reorganization, recapitalization, reclassification or other securities shall be authorized and declared like change with respect to Quintiles Common Stock or IMS Health Common Stock having a record date within such period. Nothing occurring on or after the date of this Agreement and prior to the Effective Time; provided, that nothing in this Section 1.5(e2.1(d) shall be construed to permit any party hereto Quintiles or IMS Health to take any action with respect to its securities that is otherwise prohibited or restricted by any other provision the terms of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTParent, FSIC or Merger Sub or the holder of any of the following securitiesCompany: (a) Each share of common stock, par value $0.001 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, stock of the Surviving CompanyCorporation. Such shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. (b) All Each share of Company Common Stock (other than shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”to be canceled in accordance with Section 2.1(c) and shares subject to Section 2.1(d)) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease converted into the right to exist and no receive 0.80 shares of common stock, par value $0.001 per share, of FSIC Parent Common Stock (the “FSIC "Exchange Ratio"), together with the associated Parent Rights (as defined in Section 3.4; unless the context otherwise requires, all references herein to Parent Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, Stock include the “Cancelled Shares”associated Parent Rights). (c) Subject to Section 1.5(e), each Each share of CCT Common Stock, except for capital stock of the Cancelled Shares, Company held in the treasury of the Company or held by Parent or any of its subsidiaries shall be converted, canceled and retired and no payment shall be made in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)respect thereof. (d) All Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Company Common Stock held by a Dissenting Shareholder shall not be converted as described in Section 2.1(b) but shall become solely the right to receive payment of the fair value of his shares in such amount as may be determined to be due to such Dissenting Shareholder pursuant to the dissent provisions of CCT the MBCA; provided, however, that the Company Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Shareholder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his, her or its right of appraisal, in either case pursuant to the MBCA, shall be deemed to be converted as of the Effective Time of the Merger into the right to receive the Merger Consideration Parent Common Stock at the Exchange Ratio. The Company shall give Parent (i) prompt notice of any written notices of any intent to demand payment and any written demands for payment of Company Common Stock received by the Company and (ii) the opportunity to direct all offers of payment, negotiations and proceedings with respect to any such demands, provided that in such event Parent agrees to assume the settlement or payment obligations of the Company. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. (e) As of the Effective Time, all shares of Company Common Stock not canceled pursuant to this Article I Section 2.1(c) shall no longer be outstanding and shall automatically be cancelled cease to exist, and each holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock shall cease to exist as of the Effective Timehave any rights with respect thereto, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only except the right to receive (i) in the Merger Considerationcase of Shares subject to Section 2.1(b), (A) certificates representing the number of whole shares of Parent Common Stock into which such shares have been converted pursuant to Section 2.1(b), (B) cash in lieu of fractional shares into which such shares of CCT Parent Common Stock represented in non-certificated book-entry form have been converted accordance with Section 2.2, without interest, and (C) certain dividends and other distributions in accordance with Section 2.3(c), without interest; and (ii) in the case of shares subject to Section 2.1(d), payment of the fair value of their shares in such amount as may be determined to be due a Dissenting Shareholder pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)the dissent provisions of the MBCA. (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or Merger Sub: (a) Subject to the other provisions of this Article II, each Class A Share and Class B Share (as hereinafter defined) of the Company (such shares, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than any Excluded Shares) shall thereupon be converted automatically into and shall thereafter represent the right to receive (subject to deduction for any required withholding Tax) $75.00 in cash, without interest (the “Merger Consideration”). As of the Effective Time, all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and uncertificated Shares represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any Shares (each, a “Certificate”) shall thereafter only represent the right to receive the Merger Consideration to be paid in accordance with Section 2.3, without interest. (b) Each Share owned, directly or indirectly, by Parent, Merger Sub or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock, par value $0.001 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 0.01 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of If at any time during the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, any change in the respective outstanding shares of FSIC Common Stock capital stock of the Company, or CCT Common Stock shall have been increased or decreased or changed securities convertible into or exchanged exchangeable into or exercisable for a different number or kind shares of shares or securities such capital stock, shall occur as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision or combination, split-up, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing period (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Merger Consideration shall be equitably adjusted so as to provide Parent and the holders of Shares the same economic effect as contemplated by this Agreement prior to such event; provided, that nothing in this Section 1.5(e2.1(d) shall be construed to permit any party hereto the Company to take any action with respect to its securities that is otherwise prohibited or restricted by any other provision the terms of this Agreement, including Section 5.1.

Conversion of Capital Stock. (a) At the Effective Time, each share of Bluegreen Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Bluegreen Common Stock to be canceled pursuant to Section 3.1(c) and the Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, any party hereto or any other Person, be converted into the right to receive $10.00 in cash, without interest thereon (the “Merger Consideration”). The preferred share purchase rights associated with each share of Bluegreen Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, any party hereto or any other Person, be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor, as the value of such preferred share purchase rights is included within the value of the associated share of Bluegreen Common Stock. (b) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of CCTany party hereto or any other Person, FSIC or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 0.01 per share, of the Surviving CompanyCorporation, so that after the Effective Time, Woodbridge shall be the holder of all of the issued and outstanding common stock of the Surviving Corporation. (bc) All shares of common stockBluegreen Common Stock that are owned by BFC, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding Woodbridge or Merger Sub immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall shall, at the Effective Time, be cancelled canceled and shall cease to exist exist, and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)therefor. (d) All At the Effective Time, each share of the shares of CCT Bluegreen Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I Section 3.1(a) shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as exist, upon the conversion thereof, and the holders immediately prior to the Effective Time of shares of outstanding Bluegreen Common Stock not represented by certificates, if any (“Book-Entry Shares”), and the holders of certificates that, immediately prior to the Effective Time, and represent shares of outstanding Bluegreen Common Stock (the “Certificates”) shall cease to have any rights with respect to such shares of Bluegreen Common Stock other than the right to receive, upon surrender of such Book-Entry Shares or Certificates in accordance with Section 3.2, the Merger Consideration, without any interest thereon, for each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Bluegreen Common Stock represented held by them. The Merger Consideration paid upon the surrender for exchange of the Book-Entry Shares or the Certificates in non-certificated book-entry form accordance with Section 3.2 shall be deemed to have been converted pursuant paid in full satisfaction of all rights and privileges pertaining to Section 2.2 the Bluegreen Common Stock exchanged theretofore and any dividends represented by such Book-Entry Shares or other distributions payable pursuant to Section 2.4(b)Certificates. (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, If at any time between the Determination Date date of this Agreement and the Effective Time, Time any change in the respective number of outstanding shares of FSIC Common Stock or CCT Bluegreen Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities occur as a result of any reclassification, recapitalization, a stock split, split (including a reverse stock split), split-upor combination, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing , the amount of the Merger Consideration as provided in this Section 1.5(e3.1(a) shall be construed equitably adjusted to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementreflect such change.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTGBDC 3, FSIC GBDC or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT GBDC 3 (the “CCT GBDC 3 Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC GBDC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC GBDC (the “FSIC GBDC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT GBDC 3 Common StockStock issued and outstanding immediately prior to the Effective Time, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC GBDC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT GBDC 3 Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT GBDC 3 Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT GBDC 3 Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT GBDC 3 Net Asset Value and/or the Closing FSIC GBDC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC GBDC Common Stock or CCT GBDC 3 Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, merger, issue tender or exchange offer, combination or exchange of sharesshares or similar transaction, or if a stock dividend or dividend payable in any other securities or similar distribution shall be authorized and declared with a record date within such periodperiod (as permitted by this Agreement), in each case, to provide the stockholders of GBDC 3 and GBDC the same economic effect as contemplated by this Agreement prior to such event, and as so adjusted shall, from and after the date of such event, be the Exchange Ratio. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTGCIC, FSIC GBDC or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT GCIC (the “CCT GCIC Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC GBDC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC GBDC (the “FSIC GBDC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT GCIC Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC GBDC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT GCIC Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT GCIC Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT GCIC Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT GCIC Net Asset Value and/or the Closing FSIC GBDC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC GBDC Common Stock or CCT GCIC Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or Merger Sub: (a) Each share of common stock, par value $0.001 per share, of the Company (such shares, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be canceled in accordance with Section 2.1(b) and (ii) any Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent the right to receive $37.00 in cash (the “Merger Consideration”). As of the Effective Time, all Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration to be paid in accordance with Section 2.3, without interest. (b) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)Corporation. (d) All of If at any time during the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, any change in the respective outstanding shares of FSIC Common Stock capital stock of the Company, or CCT Common Stock shall have been increased or decreased or changed securities convertible into or exchanged exchangeable into or exercisable for a different number or kind shares of shares or securities such capital stock, shall occur as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision or combination, split-up, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period, merger or other similar transaction, the Merger Consideration shall be equitably adjusted, without duplication, to provide the same aggregate Merger Consideration payable in respect of all the Shares contemplated by this Agreement prior to such change. Nothing in this Section 1.5(e2.1(d) shall be construed to permit any party hereto as permitting the Company to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC Parent or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of Merger Sub (the “Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 0.0001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 0.0001 per share, of CCT (the “CCT Common Stock”) Company issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) that are owned by FSIC Parent or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Parent Common Stock”) Stock or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”)therefor. (c) Subject to Section 1.5(e), each share of CCT the Company Common Stock, except for shares of the Cancelled SharesCompany Common Stock owned by Parent or any of its Consolidated Subsidiaries (including Merger Sub), shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC the Parent Common Stock equal to as determined by the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT the Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such share shares of CCT the Company Common StockStock (each, all of which are in non-certificated book-entry form, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such the shares of CCT the Company Common Stock represented in non-certificated book-entry form by such Certificate have been converted pursuant to Section 2.2 2.3(f) and any dividends or other distributions payable pursuant to Section 2.4(b2.3(c). (e) The Exchange Ratio shall be appropriately adjusted (to Between the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date date of this Agreement and the Effective Time, if the respective outstanding shares of FSIC Common Stock or CCT the Parent Common Stock shall have themselves been increased or decreased or increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend (other than as a result of shares delivered pursuant to Parent’s dividend reinvestment plan) or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) , or if any other similar event shall have occurred, the Merger Consideration, the Exchange Ratio and the Reference Price shall be construed appropriately adjusted to permit any party hereto provide to take any action that is otherwise prohibited or restricted the holders of the Company Common Stock and the Company Stock Options the same economic effect as contemplated by any other provision of this AgreementAgreement prior to such event.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or Merger Sub: (a) Each share of common stock, par value $0.001 0.0001 per share, of the Company (the “Company Common Stock” or the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and any Dissenting Shares) shall be converted automatically into and shall thereafter represent the right to receive (x) subject to SECTION 2.1(d), a number of shares of Parent Common Stock equal to the Stock Exchange Ratio (the “Per Share Stock Consideration”); and (y) one (1) non-transferable contingent value right (a “Contingent Value Right” or “CVR”) to be issued by Parent, which shall represent the right to receive one or more contingent payments, if any, upon the achievement of certain milestones, subject to and in accordance with the terms and conditions of the CVR Agreement (the aggregate amounts payable pursuant to clauses (x) and (y), the “Merger Consideration”). As of the Effective Time, all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration. (b) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 per share, stock of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)Corporation. (d) All of the No fractional shares of CCT Parent Common Stock converted into shall be issued upon the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as surrender for exchange of the Effective TimeCertificates or Book-Entry Shares, and each such Person who would otherwise be entitled to receive a fraction of a share of CCT Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall instead have the number of shares of Parent Common Stock issued to such Person rounded up in the aggregate to the nearest whole share of Parent Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to If at any time during the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock capital stock of the Company shall have been increased or decreased or be changed into or exchanged for a different number or kind of shares or securities a different class or shall have different terms, in each case as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split), split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities similar event, then the Merger Consideration shall be authorized equitably adjusted to reflect such event so as to provide Parent and declared with a record date within the holders of Shares the same economic effect as contemplated by this Agreement prior to such period. Nothing event; provided, however, that (i) in no event shall the aggregate amount payable by Parent pursuant to this Agreement after giving effect to any such event exceed the amount that would have been payable pursuant to this Agreement had such event not occurred and (ii) nothing in this Section 1.5(eSECTION 2.1(e) shall be construed to permit any party hereto the Company to take any action with respect to its securities that is otherwise prohibited or restricted by any other provision the terms of this Agreement.

Conversion of Capital Stock. (a) At the Effective Time, each Unaffiliated Share outstanding immediately prior to the Effective Time (other than (i) shares of Common Stock to be cancelled pursuant to Section 3.1(c) and (ii) Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof or the Company or the Purchaser Parties, be converted into the right to receive an amount in cash equal to the Offer Price, without any interest thereon (the “Merger Consideration”). (b) Each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder of any of the following securities: (a) Each share of common stockthereof, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, stock of the Surviving CompanyCorporation with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (bc) All shares of common Common Stock that are owned by (i) the Purchaser Parties or (ii) the Company as treasury stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding in each case immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall Time, shall, at the Effective Time, automatically be cancelled and shall cease to exist exist, and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)therefor. (d) All At the Effective Time, each share of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and Section 3.1(a) shall automatically be cancelled and shall cease to exist as and the holders immediately prior to the Effective Time of shares of outstanding Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that, immediately prior to the Effective Time, and represent shares of outstanding Common Stock (the “Certificates”) shall cease to have any rights with respect to such shares of Common Stock other than the right to receive, upon surrender of such Book-Entry Shares or Certificates in accordance with Section 3.2, the Merger Consideration for each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)held by them. (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, If at any time between the Determination Date date of this Agreement and the Effective Time, Time any change in the respective number of outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities occur as a result of any a reclassification, reorganization, recapitalization, stock split, split (including a reverse stock split, split-up, combination or exchange of shares), or if a combination, or any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing , the amount of the Merger Consideration as provided in this Section 1.5(e3.1(a) shall be construed equitably adjusted to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementreflect such change.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTStandard Pacific, FSIC or Merger Sub Ryland or the holder holders of any shares of the following securitiescapital stock of Standard Pacific or Ryland: (a) Each share In accordance with the Surviving Corporation Certificate, each five (5) shares of common stock, par value $0.001 0.01 per share, share (“Standard Pacific Common Stock”) of Merger Sub Standard Pacific issued and outstanding immediately prior to the Effective Time shall be combined and converted (the “Reverse Split”) into one validly issued, fully paid (1) issued and nonassessable outstanding share of common stock, par value $0.001 0.01 per shareshare (“Surviving Corporation Common Stock”), of the Surviving CompanyCorporation after giving effect to the Reverse Split. (b) All shares Subject to Section 2.3(f), each share of common stock, par value $0.001 1.00 per share, of CCT Ryland (the “CCT Ryland Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or (other than any of its Consolidated Subsidiaries Excluded Shares), together with the associated Ryland Rights (including Merger Sub) as defined herein), shall thereupon be cancelled converted into and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC become exchangeable for 1.0191 (the “FSIC Common StockExchange Ratio”) or any other consideration shall be delivered in exchange therefor (such sharesvalidly issued, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of fully paid and non-assessable shares of FSIC Surviving Corporation Common Stock equal after giving effect to the Exchange Ratio Reverse Split (the “Merger Consideration”). (d) All . As of the Effective Time, all such shares of CCT Ryland Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter only represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b2.3(d) and any cash in lieu of fractional shares of Surviving Corporation Common Stock payable pursuant to Section 2.3(f), in each case to be issued or paid in accordance with Section 2.3, without interest. (ec) Each share of Ryland Common Stock owned, directly or indirectly, by Standard Pacific immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (d) The Exchange Ratio shall be appropriately adjusted (to reflect fully the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result appropriate effect of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of sharesreverse stock split, or if a stock dividend or dividend payable in any distribution of securities convertible into Ryland Common Stock or Standard Pacific Common Stock, reorganization, recapitalization, reclassification or other securities shall be authorized and declared like change with respect to Ryland Common Stock or Standard Pacific Common Stock having a record date within such period. Nothing occurring on or after the date of this Agreement and prior to the Effective Time; provided, that nothing in this Section 1.5(e2.1(d) shall be construed to permit any party hereto Ryland or Standard Pacific to take any action with respect to its securities that is otherwise prohibited or restricted by any other provision the terms of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the any holder of any stock or other equity ownership interest of the following securitiesCompany, Parent or Merger Sub: (a) Each share (each, a “Share” and collectively, the “Shares”) of common stock, par value $0.001 per share, of Merger Sub issued and the Company Common Stock outstanding immediately prior to the Effective Time (except as otherwise provided in Section 4.1(b) and Shares (“Dissenting Shares”) that are, as of immediately prior to the Effective Time, owned by shareholders (“Dissenting Shareholders”) entitled to appraisal rights and to obtain payment of the fair value of their Shares and who have perfected and not withdrawn a demand for or otherwise lost their right to appraisal pursuant to Part 13 of the MBCA with respect to such Shares) shall be converted into one validly issuedthe right to receive the Offer Price, fully paid in cash and nonassessable share without interest (the “Per Share Merger Consideration”). All such Shares, when so converted, no longer shall be outstanding and automatically shall be cancelled and retired and shall cease to exist, and each holder of common stocka certificate (a “Certificate”, par value $0.001 per shareit being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of Shares) evidencing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration therefor, subject to applicable withholding tax, upon the surrender of the Surviving Companysuch certificate in accordance with Section 4.2. (b) All shares Each Share held by the Company in treasury or owned by Parent, Merger Sub or any direct or indirect wholly owned subsidiary of common stockParent or the Company, par value $0.001 per shareif any, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including as a result of an exercise of the Top-Up Option by Merger Sub) shall be cancelled and shall cease to exist extinguished without any conversion thereof and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration payment shall be delivered in exchange therefor (such shares, the “Cancelled Shares”)made with respect thereto. (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of At the Effective Time, by virtue of the Merger and without any action on the part of Parent as the sole shareholder of Merger Sub, each such issued and outstanding share of CCT Common Stock, all common stock of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio Sub shall be appropriately adjusted (to converted into one share of common stock of the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this AgreementSurviving Corporation.

Conversion of Capital Stock. (a) At the Effective Time, by virtue of the First Company Merger and without any action on the part of CCTthe Company, FSIC Parent, Merger Sub Inc. or the holders of any shares of capital stock of the Company, Parent or Merger Sub or the holder of any of the following securitiesInc.: (ai) Each share of common stock(such shares, par value $0.001 per sharecollectively, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share “Shares”) of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT Company (the “CCT Company Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Subshares subject to Company Restricted Stock Awards but excluding (1) shall be cancelled any Excluded Shares and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (2) any Dissenting Shares) (the “FSIC Common StockEligible Shares”) or any other consideration shall thereupon be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, converted automatically into and shall be converted, in accordance with the procedures set forth in Article II, into thereafter represent the right to receive a number of shares of FSIC Parent Common Stock equal to the Exchange Ratio Ratio, subject in each case to deduction for any required withholding Tax (the “Merger Consideration”). (d) All . As of the Effective Time, all shares of CCT Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, Eligible Shares shall thereafter only represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b2.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(g), in each case to be issued or paid in accordance with Section 2.3, without interest. (eii) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub Inc. immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (iii) Each share of common stock, par value $0.01 per share, of Merger Sub Inc. issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of common stock of the Surviving Corporation. (iv) The Merger Consideration and the Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset ValueRatio, as applicable) , shall be adjusted to account for reflect fully the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result appropriate effect of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of sharesreverse stock split, or if a stock dividend or dividend payable distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or the Parent Common Stock, in any other securities shall be authorized and declared with each case having a record date within such period. Nothing occurring on or after the date of this Agreement and prior to the Effective Time; provided, that nothing in this Section 1.5(e‎Section 2.1(a)(iv) shall be construed to permit any party hereto the Company or Parent to take any action with respect to its securities or otherwise that is otherwise prohibited or restricted by any other provision the terms of this Agreement. (b) At the Second Company Merger Effective Time, by virtue of the Second Company Merger and without any action on the part of Parent, the Surviving Corporation, Merger Sub LLC or the holders of any shares of capital stock or other equity interests of Parent, the Surviving Corporation or Merger Sub LLC, each share of common stock of the Surviving Corporation issued pursuant to the First Company Merger and outstanding immediately prior to the Second Company Merger Effective Time shall automatically be cancelled and retired and cease to exist, and no consideration shall be delivered in exchange therefor, and Parent shall continue as the sole member of the Surviving Company.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTMergeparty, FSIC Mergeparty Subsidiary or Merger Sub American or the holder of any of the following securitiestheir respective stockholders: (a) Each share of common stockCommon Stock, par value $0.001 1.00 per share, of Merger Sub Mergeparty Subsidiary issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stockCommon Stock, par value $0.001 .01 per share, of the Surviving Company.Corporation; (b) All shares Each share of common stockthe American Cumulative Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding; (c) Each share of the American Convertible Preferred Stock issued and outstanding immediately prior to the Effective Time shall remain outstanding; (d) Subject to paragraph (e) below, each share of Class A Common Stock, par value $0.001 .01 per share ("Class A Common"), each share of Class B Common Stock, par value $.01 per share ("Class B Common"), and each share of Class C Common Stock, par value $.01 per share, of CCT American (collectively, the “CCT "American Common Stock”") issued and outstanding immediately prior to the Effective Time that are owned (other than Dissenting Shares) shall, by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All virtue of the shares Merger and without any action on the part of CCT Common Stock the holder thereof, be converted into the right to receive $44.00 (the "Merger Consideration"); and (e) Each share of American Common Stock owned by American or any of its Subsidiaries or Mergeparty or any of its Subsidiaries immediately prior to the Effective Time shall automatically be canceled and extinguished without any conversion thereof and no payment shall be made with respect thereto. As a result of the Merger Consideration pursuant and without any action on the part of the holder thereof, at the Effective Time all shares of American Common Stock shall cease to this Article I shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and each holder of any certificates formerly representing such share of CCT Common Stock, all of which are in non-certificated book-entry form, shares shall thereafter represent only cease to have any rights with respect to such shares, except, subject to paragraph (e) above, the right to receive, without interest, the Merger Consideration, or, in the case of a holder of Dissenting Shares, the right to perfect the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted payment for Dissenting Shares pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)262 of the DCL. (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC the Acquiror or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT the Company (the “CCT Company Common Stock”) that are issued and outstanding immediately prior to the Effective Time that and are owned by FSIC the Acquiror or any of its Consolidated Subsidiaries (including Merger Sub) immediately prior to the Effective Time shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC the Acquiror (the “FSIC Acquiror Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Company Common Stock, Stock issued and outstanding immediately prior to the Effective Time (except for the Cancelled Shares, ) shall be converted, in accordance with and subject to the procedures set forth in Article II, into the right to receive a number of shares of FSIC Acquiror Common Stock equal to the Exchange Ratio and, if applicable, cash in lieu of fractional shares of Acquiror Common Stock payable in accordance with Section 1.5(f) (such shares of Acquiror Common Stock and any such cash in lieu of fractional shares of Acquiror Common Stock, the “Merger Consideration”), in all cases without interest. The amount of cash each holder of Company Common Stock as of immediately prior to the Effective Time is entitled to receive pursuant to this Section 1.5(c) shall be rounded down to the nearest cent, and computed after aggregating all cash amounts for all shares of Company Common Stock then held by such holder. (d) All of the shares of CCT Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share holder of CCT Common Stock, all of which are in non-certificated a certificate (“Certificate”) or book-entry form, share (“Book-Entry Share”) that immediately prior to the Effective Time represented an outstanding share of Company Common Stock shall thereafter represent only cease to have any rights with respect to such Certificate or Book-Entry Share other than the right to receive receive, upon surrender of such Certificate or Book-Entry Share in accordance with Section 2.2, the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Company Net Asset Value and/or the Closing FSIC Acquiror Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Acquiror Common Stock or CCT Company Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period, as permitted by this Agreement. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement. (f) No certificates or scrip representing fractional shares of Acquiror Common Stock shall be issued upon the conversion of Company Common Stock pursuant to this Section 1.5, and such fractional share interests shall not entitle the owner thereof to any shares of Acquiror Common Stock or to vote or to any other rights or powers of a holder of Acquiror Common Stock. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise be entitled to such fractional shares shall be entitled to an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (A) the amount of the fractional share interest in a share of Acquiror Common Stock to which such holder would, but for this Section 1.5(f), be entitled under Section 1.5(c), as so rounded pursuant to the immediately following sentence, and (B) the volume-weighted average trading price of a share of Acquiror Common Stock on NASDAQ for the five (5) consecutive Trading Days ending on the third Trading Day preceding the Closing Date (as reported by Bloomberg L.P. or its successor or, if not reported thereon, another authoritative source selected by the Acquiror that is reasonably acceptable to the Company). All fractional shares to which a single record holder of Company Common Stock as of immediately prior to the Effective Time would be otherwise entitled to receive shall be aggregated and calculations shall be rounded to three (3) decimal places. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Common Stock as of immediately prior to the Effective Time in lieu of any fractional share interests in Acquiror Common Stock, the Exchange Agent shall make available such amount, without interest, to such holders of Company Common Stock entitled to receive such cash. The payment of cash in lieu of fractional share interests pursuant to this Section 1.5(f) is not a separately bargained-for consideration.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTParent, FSIC Merger Sub, the Company or the holders of any shares of capital stock of Parent, Merger Sub or the holder of any of the following securitiesCompany: (a) Subject to Section 3.3(f), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time but after giving effect to the Preferred Stock Conversion and Note Conversion (excluding any Excluded Shares or Dissenting Shares) shall thereupon be converted into and become exchangeable for solely the right to receive the number of shares of Parent Common Stock equal to the Exchange Ratio (the “Merger Consideration”). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 3.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 3.3(f), in each case to be issued or paid in accordance with Section 3.3, without interest. (b) (i) each share of Company Capital Stock (other than Company Common Stock) and (ii) each share Company Capital Stock held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any Subsidiary of the Company immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 per share, of the Surviving CompanyCorporation. (bd) All The Exchange Ratio shall be adjusted to reflect fully the appropriate effect of any stock split, split-up, reverse stock split (including the Parent Reverse Split (to the extent Parent and the Company mutually agree is applicable and necessary to meet the requirements, if any, for the Nasdaq Listing Application) to the extent such split has not been previously taken into account in calculating the Exchange Ratio), stock dividend or distribution of securities convertible into Company Capital Stock or Parent Common Stock, reorganization, recapitalization, reclassification or other like change with respect to Company Capital Stock or Parent Common Stock having a record date occurring on or after the date of this Agreement and prior to the Effective Time; provided, however, that nothing in this Section 3.1(d) shall be construed to permit the Company or Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement. (e) If any shares of common stock, par value $0.001 per share, of CCT (the “CCT Company Common Stock”) issued and Stock outstanding immediately prior to the Effective Time that are owned by FSIC unvested or are subject to a repurchase option or a risk of forfeiture under any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) applicable restricted stock purchase agreement or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance similar agreement with the procedures set forth in Article II, into the right Company that does not lapse prior to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share then the shares of CCT Parent Common Stock, all of which are Stock issued in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which exchange for such shares of CCT Company Capital Stock will to the same extent be unvested and subject to the same repurchase option or risk of forfeiture, and such shares of Parent Common Stock represented in non-certificated book-entry form have been converted pursuant shall accordingly be marked with appropriate legends. The Company shall take all actions that may be necessary to Section 2.2 ensure that, from and after the Effective Time, Parent is entitled to exercise any dividends such repurchase option or other distributions payable pursuant to Section 2.4(b)right set forth in any such restricted stock purchase agreement or other agreement in accordance with its terms. (ef) The Exchange Ratio shall be appropriately adjusted (Prior to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective Company shall take all action in accordance with the Company’s Organizational Documents and the DGCL necessary to convert the outstanding shares of FSIC Company Preferred Stock into the applicable number of shares of Company Common Stock in accordance with the “Conversion Price” calculated in accordance with the Company’s Certificate of Incorporation such that (i) no shares of Company Preferred Stock will be issued and outstanding after giving effect to such conversion (such conversion, the “Preferred Stock Conversion”), and (ii) none of the Company, Parent or CCT any of their respective Affiliates shall have any Liabilities in respect of such shares of Company Preferred Stock following the Preferred Stock Conversion. Prior to the Preferred Stock Conversion (and in any event no later than five (5) Business Days prior to the Closing Date), the Company shall provide Parent with true and complete drafts of all documentation pursuant to which the Company proposes to effect the Preferred Stock Conversion. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on such documentation before any such document is executed or filed with the Delaware Secretary of State, as applicable, and the Company shall give reasonable and good faith consideration to any comments made by Xxxxxx and its counsel. The Company shall provide Parent with true and complete copies of all final documentation to effect the Preferred Stock Conversion prior to the Preferred Stock Conversion. (g) Prior to the Effective Time, the Company shall take all action in accordance with the Company Convertible Notes necessary to convert the Company Convertible Notes into the applicable number of shares of Company Common Stock in accordance with the terms of the Company Convertible Notes such that (i) no Company Convertible Notes (or any liabilities or obligations thereunder) will be outstanding after giving effect to such conversion (such conversion, the “Notes Conversion”), and (ii) none of the Company, Parent or any of their respective Affiliates shall have been increased any liabilities or decreased or changed into or exchanged for a different number or kind obligations in respect of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable such Company Convertible Notes following the Notes Conversion. Prior to the Notes Conversion (and in any other securities event no later than ten (10) Business Days prior to the Closing Date), the Company shall be authorized provide Parent with true and declared complete drafts of all documentation, if any, pursuant to which the Company proposes to effect the Notes Conversion. The Company shall provide Parent and its counsel a reasonable opportunity to review and comment on such documentation before any such document is executed, and the Company shall give reasonable and good faith consideration to any comments made by Parent and its counsel. The Company shall provide Parent with a record date within such period. Nothing in this Section 1.5(e) shall be construed true and complete copies of all final documentation, if any, to permit any party hereto effect the Notes Conversion prior to take any action that is otherwise prohibited or restricted by any other provision of this Agreementthe Notes Conversion.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or Merger Sub: (a) Subject to Sections 2.2(b) and 2.3(f), 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 (other than shares of Company Common Stock to be canceled in accordance with Section 2.1(b)) shall thereupon be converted automatically into and become exchangeable for, and shall thereafter represent the right to receive, (i) three dollars fifteen cents ($3.15) in cash, without interest, and subject to deduction for any required withholding Tax (the “Cash Consideration”) and (ii) 0.1648 shares of common stock, par value $0.001 per share (“Parent Common Stock”) of Parent (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). As of the Effective Time, all shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and, subject to Section 2.2(b), shall thereafter only represent the right to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(f), in each case to be issued or paid in accordance with Section 2.3, without interest. (b) Each share of Company Common Stock held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and, notwithstanding anything in this Agreement to the contrary, no consideration shall be delivered in exchange therefor. (c) Each share of common stock, par value $0.001 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 0.01 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)Corporation. (d) All Each of (x) the Merger Consideration into which each share of Company Common Stock (other than shares of CCT Company Common Stock to be canceled in accordance with Section 2.1(b)) shall be converted into automatically and for which each such share shall become exchangeable, and which each such share shall thereafter represent the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timereceive, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 2.1(a), and any dividends or other distributions payable pursuant to Section 2.4(b). (ey) The the Company Stock Option Exchange Ratio shall be appropriately adjusted (equitably adjusted, without duplication, to reflect fully the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result appropriate effect of any reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision or combination, split-up, combination stock dividend or distribution of securities convertible into Company Common Stock or Parent Common Stock, exchange or readjustment of shares, reorganization, recapitalization, reclassification, merger or if a stock dividend other similar transaction, or dividend payable in any other securities shall be authorized and declared like change with respect to the Company Common Stock or Parent Common Stock having a record date within occurring on or after the date of this Agreement and prior to the Effective Time; provided, that the ratio of the Cash Consideration (expressed in dollars) per share of Company Common Stock to the Stock Consideration (expressed in number of shares of Parent Common Stock) per share of Company Common Stock shall at all times following any such period. Nothing equitable adjustment be the same as the ratio that the Cash Consideration (expressed in dollars) per share of Company Common Stock bears to the Stock Consideration (expressed in number of shares of Parent Common Stock) per share of Company Common Stock, as set forth in Section 2.1(a); provided further, that nothing in this Section 1.5(e2.1(d) shall be construed to permit any party hereto the Company to take any action with respect to its securities that is otherwise prohibited or restricted by any other provision the terms of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger Mergers and without any action on the part of CCTthe Company, FSIC or Parent, the Merger Sub Subs or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or the Merger Subs: (a) Each share of common stock, par value $0.001 per share, of the Company (each a “Share” and collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) any Excluded Shares and (ii) any Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent the right to receive, without interest, the number of validly issued, fully paid and non-assessable shares of Parent Common Stock (rounded down to the nearest whole share subject to the payment of any cash in lieu of fractional shares as set forth herein) equal to the Initial Per Share Stock Consideration plus the Delayed Per Share Stock Consideration plus an amount in cash equal to the Per Share Cash Consideration plus the Disposed Asset Payment Right (collectively, the Initial Per Share Stock Consideration, the Delayed Per Share Stock Consideration, the Per Share Cash Consideration and the Disposed Asset Payment Right, the “Merger Consideration”). As of the Effective Time, all Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration, if any, to be paid in accordance with Section 2.6, without interest, and in each case, the right, if any, to receive pursuant to Section 2.6(k) cash in lieu of fractional shares into which such Shares have been converted pursuant to this Section 2.1(a). (b) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or the Merger Subs immediately prior to the Effective Time (in each case, other than any such Shares held on behalf of third parties) (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock, par value $0.001 per share, of Merger Sub I issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 per share, of the Surviving CompanyEntity, which will constitute the only outstanding shares of capital stock of the Surviving Entity. (bd) All Upon the terms and subject to the conditions of this Agreement, at the Second Effective Time, by virtue of the Second Merger, and without any action on the part of any party, for any holders of any shares of capital stock of Parent, the Surviving Entity or Merger Sub II: (a) each share of common stock, par value $0.001 per share, stock of CCT (the “CCT Common Stock”) Surviving Entity issued and outstanding immediately prior to the Second Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall will be cancelled canceled and shall will cease to exist without any conversion thereof or payment thereof; and no shares (b) the membership interests of common stockMerger Sub II will be converted into and become membership interests of the Surviving Company, par value $0.001 per share, which will constitute all of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such sharesoutstanding equity of the Surviving Company. From and after the Second Effective Time, the “Cancelled Shares”). (c) Subject membership interests of Merger Sub II will be deemed for all purposes to Section 1.5(e), each share represent the number of CCT Common Stock, except for the Cancelled Shares, shall be converted, membership interests in which they were converted in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)immediately preceding sentence. (e) The Exchange Ratio shall be appropriately adjusted (to If at any time during the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, any change in the respective outstanding shares of FSIC Common Stock capital stock of the Company, or CCT Common Stock shall have been increased or decreased or changed securities convertible into or exchanged exchangeable into or exercisable for a different number or kind shares of shares or securities such capital stock, shall occur as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision or combination, split-up, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing in this Section 1.5(e) , merger or other similar transaction, the Merger Consideration shall be construed equitably adjusted, without duplication, to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementreflect such change.

Conversion of Capital Stock. At As of the Effective Time, by virtue of the Merger Mergers and without any action on the part of CCT, FSIC or Merger Sub or the holder holders of any of the following securitiescapital stock described below: x. Xxxxx ----- (ai) Each share of common stock, par value $0.001 0.25 per share, of Merger Sub Xxxxx ("Xxxxx Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted (subject to Section 3.4) into one validly issued, fully paid and nonassessable share the right to receive 1.17 shares (the "Xxxxx Common Stock Exchange Ratio") of Class A non- voting common stock, par value $0.001 0.01 per share, of Parent ("Parent Class A Stock"). All such shares of Xxxxx Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and the Surviving Companyholder of a certificate ("Xxxxx Common Stock Certificate") that, immediately prior to the Effective Time, represented outstanding shares of Xxxxx Common Stock shall cease to have any ownership or other rights with respect thereto, except the right to receive, upon the surrender of such Xxxxx Common Stock Certificate, the Parent Class A Stock (the "Xxxxx Common Stock Merger Consideration") to which such holder is entitled pursuant to this Section 3.1(a)(i), without interest. Until surrendered as contemplated by this Section 3.1(a)(i), each Xxxxx Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Xxxxx Common Stock Merger Consideration as contemplated by this Section 3.1. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Class A Stock or Xxxxx Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Xxxxx Common Stock Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (bii) All shares Each share of Class A common preference stock, par value $0.001 0.01 per share, of CCT Xxxxx (the “CCT "Xxxxx Common Preference Stock”") issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC converted (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, 3.4) into the right to receive a number 1.17 shares (the "Xxxxx Common Preference Stock Exchange Ratio") of Parent Class A Stock. All such shares of FSIC Xxxxx Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I Preference Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as exist, and the holder of a certificate ("Xxxxx Common Preference Stock Certificate") that, immediately prior to the Effective Time, and represented outstanding shares of Xxxxx Common Preference Stock shall cease to have any ownership or other rights with respect thereto, except the right to receive, upon the surrender of such Xxxxx Common Preference Stock Certificate, the Parent Class A Stock (the "Xxxxx Common Preference Stock Merger Consideration") to which such holder is entitled pursuant to this Section 3.1(a)(ii), without interest. Until surrendered as contemplated by this Section 3.1, each such share of CCT Xxxxx Common Stock, all of which are in non-certificated book-entry form, Preference Stock Certificate shall thereafter be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Xxxxx Common Preference Stock Merger ConsiderationConsideration as contemplated by this Section 3.1. Notwithstanding the foregoing, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, if between the Determination Date date of this Agreement and the Effective Time, Time the respective outstanding shares of FSIC Common Parent Class A Stock or CCT Xxxxx Common Preference Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities the Xxxxx Common Preference Stock Exchange Ratio shall be authorized and declared with a record date within correspondingly adjusted to reflect such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited stock dividend, subdivision, reclassification, recapitalization, split, combination or restricted by any other provision exchange of this Agreementshares.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or Merger Sub: (a) Each share of common stock, par value $0.001 0.01 per share, of the Company (such shares, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be canceled in accordance with Section 2.1(b) and (ii) any Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent the right to receive $3.50 in cash, without interest, and subject to deduction for any required withholding Tax (the “Merger Consideration”). As of the Effective Time, all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration to be issued or paid in accordance with Section 2.3, without interest. (b) Each Share owned, directly or indirectly, by Parent, Merger Sub or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 0.01 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)Corporation. (d) All of If at any time during the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective TimeTime and in accordance with this Agreement, any change in the respective outstanding shares of FSIC Common Stock capital stock of the Company, or CCT Common Stock shall have been increased or decreased or changed securities convertible into or exchanged exchangeable into or exercisable for a different number or kind shares of shares or securities such capital stock, shall occur as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision or combination, split-up, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing in this Section 1.5(e) , merger or other similar transaction, the Merger Consideration shall be construed equitably adjusted, without duplication, to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementreflect such change.

Conversion of Capital Stock. (a) At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Common Stock to be cancelled pursuant to Section 3.1(c), (ii) shares of Common Stock owned by NHL or Parent and (iii) Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof or the Company or the Purchaser Parties, be converted into the right to receive $121.40 in cash, without any interest thereon (the “Merger Consideration”). (b) The common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder of any of the following securities: (a) Each share of common stockthereof, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one and become a number of validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT the Surviving Corporation equal to the number of shares of Common Stock converted into the Merger Consideration. (c) All shares of Common Stock that are owned by the “CCT Common Stock”) issued and outstanding Company as treasury stock immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall shall, at the Effective Time, be cancelled and shall cease to exist exist, and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)therefor. (d) All At the Effective Time, each share of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and Section 3.1(a) shall automatically be cancelled and shall cease to exist as and the holders immediately prior to the Effective Time of shares of outstanding Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that, immediately prior to the Effective Time, and represent shares of outstanding Common Stock (the “Certificates”) shall cease to have any rights with respect to such shares of Common Stock other than the right to receive, upon surrender of such Book-Entry Shares or Certificates in accordance with Section 3.2, the Merger Consideration for each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)held by them. (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, If at any time between the Determination Date date of this Agreement and the Effective Time, Time any change in the respective number of outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities occur as a result of any a reclassification, reorganization, recapitalization, stock split, split (including a reverse stock split), split-upor combination, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing , the amount of the Merger Consideration as provided in this Section 1.5(e3.1(a) shall be construed equitably adjusted to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementreflect such change.

Conversion of Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub the parties or the holder registered holders of any shares of capital stock of the following securities:Company (each a “Company Stockholder,” and collectively, the “Company Stockholders”): (a) Each issued and outstanding share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 per share, of the Surviving CompanyCorporation. (b) All shares Each issued and outstanding share of common stock, par value $0.001 per share, of CCT the Company (the “CCT Company Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries ), other than Dissenting Shares (including Merger Sub) as defined in Section 2.4), shall be cancelled and shall cease converted into the right to exist and no receive 1.5344578 shares of common stock, par value $$ 0.001 per share, of FSIC the Parent rounded up to the nearest whole share (the “FSIC Parent Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share payable to the registered holder thereof, upon satisfaction of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the exchange procedures set forth in this Article II. At the Effective Time, into the right to receive a number of all such shares of FSIC Company Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as of the Effective Timeexist, and each such share registered holder of CCT shares of Company Common StockStock shall cease to have any rights with respect thereto, all of which are in non-certificated book-entry form, shall thereafter represent only except the right to receive the Merger Consideration, cash Consideration (defined in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(bbelow). (ec) The Exchange Ratio Each issued and outstanding share of Series A Preferred Stock, par value $0.001 per share, of the Company (the “Company Preferred Stock”), other than Dissenting Shares (as defined in Section 2.4), shall be appropriately adjusted (converted into the right to receive 1.5344578 shares of Series A Preferred Stock, par value $ 0.001 per share, of the Parent rounded up to the extent not already taken into account nearest whole share (the “Parent Preferred Stock”), payable to the registered holder thereof, upon satisfaction of the exchange procedures set forth in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and this Article II. At the Effective Time, the respective outstanding all such shares of FSIC Common Stock or CCT Common Company Preferred Stock shall have been increased or decreased or changed into or exchanged for a different number or kind no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each registered holder of shares or securities as a result of Company Preferred Stock shall cease to have any reclassificationrights with respect thereto, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable except the right to receive the Merger Consideration (defined in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement2.2 below).

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTParent, FSIC Merger Sub, the Company or the holders of any shares of capital stock of Parent, Merger Sub or the holder of any of the following securitiesCompany: (a) Subject to Section 3.3(f), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (including any shares of Company Common Stock issued upon settlement of Company RSUs under Section 3.2(b), but excluding any Excluded Shares) shall thereupon be converted into and become exchangeable for 0.1088 (the “Exchange Ratio”) shares of Parent Common Stock (the “Merger Consideration”); provided, however, that the Exchange Ratio is subject to adjustment as provided in Section 3.1(d). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 3.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 3.3(f), in each case to be issued or paid in accordance with Section 3.3, without interest. (b) Each share of Company Common Stock held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)Corporation. (d) All of In the shares of CCT Common Stock converted into event the right to receive Company receives bridge financing from Parent under the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of Bridge Note, the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (by reducing the Exchange Ratio by 0.00011 for every $100,000 of financing funded to the extent not already taken into account in determining Company under the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, Bridge Note between the Determination Date date of this Agreement and such date (the “Bridge Note Adjustment”). The Exchange Ratio and the Effective Time, Bridge Note Adjustment shall be adjusted to reflect fully the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result appropriate effect of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of sharesreverse stock split, or if a stock dividend or dividend payable in any distribution to shareholders of securities convertible into Company Common Stock or Parent Common Stock, reorganization, recapitalization, reclassification, exchange, readjustment of shares or other securities shall be authorized and declared like change with respect to Company Common Stock or Parent Common Stock, other than as contemplated by this Agreement, having a record date within such period. Nothing occurring on or after the date of this Agreement and prior to the Effective Time; provided, however, that nothing in this Section 1.5(e3.1(d) shall be construed to permit any party hereto the Company to take any action with respect to its securities that is otherwise prohibited or restricted by any other provision the terms of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or Merger Sub: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 3.1(b) and any Dissenting Shares, as defined in Section 3.5 hereof) shall thereupon be converted automatically into and shall thereafter represent the right to receive the Offer Price in cash, without interest, and subject to deduction for any required withholding Taxes (as defined in Section 4.14(r)(i) hereof) (the “Merger Consideration”). (b) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)Corporation. (d) All of If at any time during the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, any change in the respective outstanding shares of FSIC Common Stock capital stock of the Company, or CCT Common Stock shall have been increased or decreased or changed securities convertible into or exchanged exchangeable into or exercisable for a different number or kind shares of shares or securities such capital stock, occurs as a result of any (i) reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision, split-up(ii) combination, combination exchange or exchange readjustment of shares, or if a (iii) any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing , or (iv) merger or other similar transaction, then the Merger Consideration shall be equitably adjusted, without duplication, to reflect such change; provided, that nothing in this Section 1.5(e3.1(d) shall be construed to permit any party hereto the Company to take any action with respect to its securities that is otherwise prohibited or restricted by any other provision the terms of this Agreement.

Conversion of Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder holders of any shares of Company Common Stock or common stock of the following securities:Purchaser (the "Purchaser Common Stock"): (a) Each share of common stock, par value $0.001 per share, of Merger Sub the Purchaser Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, stock of the Surviving CompanyCorporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (b) All Any shares of common stockCompany Stock held by the Company as treasury stock and any shares of Company Stock owned by Parent, par value $0.001 per share, the Purchaser or any other wholly owned Subsidiary (as defined in Section 3.1 hereof) of CCT Parent immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor. (the “CCT c) Each share of Company Common Stock”) Stock issued and outstanding immediately prior to the Effective Time that are owned by FSIC or (other than Common Shares to be cancelled in accordance with Section 2.1(b) hereof and any of its Consolidated Subsidiaries Dissenting Shares (including Merger Subif applicable and as defined in Section 2.3 hereof)) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Common Offer Price, payable to the holder thereof, without interest (the "Common Stock Merger Consideration pursuant Consideration"), upon surrender of the certificate formerly representing such share of Company Common Stock in the manner provided in Section 2.2 hereof. (d) Each share of Company Class A Common Stock issued and outstanding immediately prior to this Article I the Effective Time (other than Class A Shares to be cancelled in accordance with Section 2.1(b) hereof and any Dissenting Shares (if applicable and as defined in Section 2.3 hereof)) shall be converted into the right to receive the Class A Offer Price, payable to the holder thereof, without interest (the "Class A Common Stock Merger Consideration" and, together with the Common Stock Merger Consideration, the "Merger Consideration"), upon surrender of the certificate formerly representing such share of Company Class A Common Stock in the manner provided in Section 2.2 hereof. (e) All such shares of Company Stock, when so converted in accordance with Sections 2.1(c) and 2.1(d) hereof, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as of the Effective Timeexist, and each holder of a certificate representing any such share of CCT Common Stockshares shall cease to have any rights with respect thereto, all of which are in non-certificated book-entry form, shall thereafter represent only except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 2.2 hereof, cash in lieu without interest, or to perfect any rights of fractional shares into which appraisal as a holder of Dissenting Shares (as hereinafter defined) that such shares of CCT Common Stock represented in non-certificated book-entry form holder may have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)262 of the DGCL. (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, Time and by virtue of the Merger and without any action on the part of CCTthe Company, FSIC Purchaser or Merger Sub PurchaserSub or the holder of any of the following securitiestheir respective equityholders: (a) Each share of PurchaserSub's common stock, par value $0.001 per share, of Merger Sub issued and stock outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, stock of the Surviving CompanyCorporation. (b) All shares Except as otherwise provided in Section 1.14, each share of common stockCompany Common Stock outstanding immediately prior to the Effective Time shall be converted into: (i) the right to receive the Per Share Merger Consideration less the Per Share Escrow Portion; (ii) the right to receive a portion of the Positive Adjustment Amount, par value $0.001 if any, pursuant to SECTION 1.8(e); and (iii) the right to receive a per shareshare Allocable Portion of the cash distributed from the Escrow Account and the Expense Reserve Account. The aggregate consideration to be received in respect of the Company Common Stock as set forth above in this SECTION 1.5 is referred to herein as the "STOCK MERGER CONSIDERATION." At the Effective Time, each such share of CCT Company Common Stock shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist. Each holder of Company Common Stock so converted shall cease to have any rights with respect thereto, except the right to receive, without interest, the applicable portion of the Stock Merger Consideration as described above in this SECTION 1.5. The Company, in its capacity as paying agent, shall be entitled to deduct and withhold from the Stock Merger Consideration otherwise payable hereunder to any Person such amount as is equal to the amount of any loan from the Company to such Person outstanding as of the Effective Time (such loans, collectively, the “CCT "Shareholder Loans"), which such amount with respect to such Person shall be set forth on a schedule in accordance with SECTION 1.5(e). Each share of Company Common Stock”) Stock issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) is a Dissenting Share shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive payment from the Merger Consideration pursuant Surviving Corporation with respect thereto in accordance with the provisions of the IBCA. (c) Each share of Company Common Stock held by the Company in treasury immediately prior to this Article I shall no longer be outstanding and the Effective Time shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and each such share of CCT Common Stock, all of which are no payment shall be made in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)respect thereof. (ed) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective TimeFor purposes of this Article 1, the respective outstanding shares of FSIC Common Stock or CCT Common Stock following terms shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.the meanings set forth below:

Conversion of Capital Stock. At On 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 CCTBuyer, FSIC or the Company, Merger Sub or the holder of any of the following securitiesCompany Holder: (a) Each each issued and outstanding share of Merger Sub Common Stock shall be converted into and shall become one share of common stock, par value $0.001 0.0001 per share, of Merger Sub issued the Surviving Corporation; (b) each share of Company Capital Stock that is held by the Company as treasury stock or owned by the Company shall be canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor; (c) except as provided in Section 2.7(b), each share of Company Capital Stock outstanding immediately prior to the Effective Time (other than the Dissenting Shares) shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal receive, without interest and subject to Section 2.8 and Section 2.9, the Exchange Ratio following payments (collectively, the “Merger Consideration”): (i) at the Closing, the Per Share Closing Payment; (ii) each Company Holder’s respective Pro Rata Percentage of any cash disbursements made to Company Holders and the applicable recipients of the Change of Control Payments by the Shareholders’ Representative in accordance with Section 2.9(g); (iii) each Company Holder’s Pro Rata Percentage of any cash disbursements made to Company Holders and the applicable recipients of the Change of Control Payments in accordance with Section 2.12; (iv) each Company Holder’s respective Pro Rata Percentage of the Milestone Payments (if any) payable pursuant to Section 2.13; and (v) each Company Holder’s respective Pro Rata Percentage of the Indemnity Cap Amount payable pursuant to Section 6.3 and the terms of the Escrow Agreement. (d) All of the The shares of CCT Common Company Capital Stock converted into the right to receive a portion of the Merger Consideration pursuant to in accordance with this Article I Section 2.7 shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and each holder of a certificate that immediately prior to the Effective Time represented any such share of CCT Common Stockshares (a “Certificate”) shall cease to have any rights with respect thereto, all of which are in non-certificated book-entry form, shall thereafter represent only except the right to receive a portion of the Merger Consideration, cash in lieu . The right of fractional shares into which such shares any holder of CCT Common any share of Company Capital Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio receive a portion of the Merger Consideration shall be appropriately adjusted (subject to and reduced by the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result amount of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action Tax withholding that is otherwise prohibited or restricted by any other provision of this Agreementrequired under applicable Law.

Conversion of Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of CCTthe Company, FSIC or Merger Sub Parent, Purchaser or the holder of any capital stock of Parent, Purchaser or the following securitiesCompany: (a) Each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger. (b) All Shares that are owned by the Company, Parent or Purchaser (other than Shares held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by Third Parties) shall be cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. (c) Except as provided in Section 2.1(b) and except for Dissenting Shares (which shall have only those rights set forth in Section 2.6), each Share issued and outstanding immediately prior to the Effective Time, and subject to Section 2.1(e) and Section 2.2, shall automatically be converted into the right to receive the Offer Price (the “Merger Consideration”), without interest, but subject to any withholding required under applicable Tax Law. (d) Each share of common stock, par value $0.001 per share, stock of Merger Sub Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly newly issued, fully paid paid, and nonassessable non-assessable share of common stock, par value $0.001 0.0001 per share, of the Surviving Company. (b) All Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation outstanding at the Effective Time. From and after the Effective Time, all certificates representing shares of Purchaser Common Stock shall be deemed for all purposes to represent the number of shares of common stock, par value $0.001 per share, stock of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, Surviving Corporation into which they were converted in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)immediately preceding sentence. (de) All of the shares of CCT Common Stock Shares converted into the right to receive the Merger Consideration pursuant to this Article I II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such share of CCT Common StockShares (each, all of which are in non-certificated a “Certificate”) or any book-entry formshare registered in the transfer books of the Company (each, a “Book-Entry Share”) shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (ef) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or ifIf, between the Determination Date date of this Agreement and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock Shares shall have been increased or decreased or increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of any a reorganization, recapitalization, reclassification, recapitalizationstock dividend, stock split, reverse stock split, split-upor other similar change in capitalization, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities an appropriate and proportionate adjustment shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed made to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementthe Merger Consideration.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder holders of any of the following securitiescapital stock described below: (a) Each share All TOK Common Shares that are held in TOK’s treasury or that are then owned by Courtland shall be canceled and cease to exist and no cash, Courtland capital stock or other consideration shall be delivered in exchange therefor. (b) Subject to Section 3.2(i) and Section 3.3, all issued and outstanding TOK Common Shares (other than TOK Common Shares cancelled pursuant to Section 3.1(a)) shall be automatically converted into and represent the right to receive Courtland Common Shares, on the basis of 1.892 Courtland Common Shares for each 1.0 TOK Common Share (the “Exchange Ratio”). All such TOK Common Shares shall be converted into shares of common stockstock of the Surviving Entity and shall represent issued and outstanding shares of common stock of the Surviving Entity, par value $0.001 per shareto be wholly owned by Courtland, and the holder of (i) a certificate in the case of TOK Physical Shares, or (ii) a statement of ownership in the case of TOK Book-Entry Shares, that, immediately prior to the Effective Time, represented such TOK Common Shares, shall cease to have any rights with respect thereto, except the right to receive, upon the surrender or transfer of such TOK Common Shares in accordance with Section 3.2, the number of Courtland Common Shares issuable therefor in accordance with the Exchange Ratio, without interest, and any amounts payable pursuant to Section 3.2(d). Notwithstanding the foregoing, if between the Agreement Date and the Effective Time, the Courtland Common Shares or TOK Common Shares are changed into a different number of shares or a different class because of any stock dividend or distribution, subdivision, reorganization, reclassification, recapitalization, split, combination or exchange of shares, the Courtland Common Shares to be issued pursuant to this Section 3.1(b) shall be appropriately adjusted to reflect such event. (c) The shares of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time. (d) The Courtland Common Shares issued upon the surrender or transfer of TOK Common Shares in accordance with the terms hereof shall be issued in reliance upon (i) the exemption from registration provided by Rule 506(b) of Regulation D under the United States Securities Act of 1933, as amended (the “Securities Act”), Section 4(a)(2) of the Securities Act and/or other applicable exemptions from registration under the Securities Act and certain exemptions from applicable state securities laws, where issued in the United States, and each such share of CCT Common Stock(ii) the safe harbor provided by Regulation S under the Securities Act, all of which are in non-certificated book-entry form, shall thereafter represent only where issued outside the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)United States. (e) The Exchange Ratio Courtland Common Shares issued upon the surrender or transfer of TOK Common Shares in accordance with the terms hereof shall be appropriately adjusted (deemed to have been issued in full satisfaction of all rights pertaining to such TOK Common Shares formerly represented by any physical certificate or statement of ownership in book-entry form, and from and after the extent not already taken into account in determining Effective Time there shall be no further registration of transfers effected on the Closing CCT Net Asset Value and/or stock transfer books of the Closing FSIC Net Asset Value, as applicable) Surviving Entity of TOK Common Shares which were outstanding immediately prior to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the First Effective Time, by virtue of the First Merger and without any action on the part of CCTNeoStem, FSIC Subco or Merger Sub Amorcyte or their respective stockholders, as the holder of any of the following securitiescase may be: (a) Each share of common stock, par value $0.001 per share, capital stock of Merger Sub Subco issued and outstanding immediately prior to the First Effective Time shall shall, by virtue of the First Merger, be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, stock of Amorcyte. Such common stock shall thereafter constitute all of the Surviving Companyissued and outstanding equity of Amorcyte, so that NeoStem shall own all of the capital stock interests in, and equity of, Amorcyte. Each share of capital stock of Subco, when converted in accordance with this Section 3.1(a), will no longer be outstanding, will automatically be cancelled and will cease to exist. (b) All Subject to the other provisions of this Article III, all of the shares of common stockAmorcyte Series A Preferred Stock, par value $0.001 per share, all of CCT (the “CCT shares of Amorcyte Common Stock”, all of the Amorcyte Options and Amorcyte Warrants, and all Convertible Debt (to the extent such Convertible Debt has not been converted into Series A Preferred Stock) (with such Convertible Debt being treated as if such Convertible Debt was actually converted into Series A Preferred Stock) in each case, issued and outstanding immediately prior to the First Effective Time that are owned Time, shall, by FSIC or any virtue of its Consolidated Subsidiaries (including Merger Sub) shall the First Merger, be cancelled and shall cease converted into the right to exist and no receive, in the aggregate, the following: (i) 6,821,283 shares of common stockParent Common Stock, par value adjusted as set forth in Section 3.3, equal to $0.001 per share, of FSIC 10 million divided by the Parent Per Share Value (the “FSIC Base Stock Consideration”), (ii) The right to receive 4,092,768 shares of Parent Common StockStock (a number, subject to satisfaction of the conditions precedent set forth in Section 3.6, equal to $6 million divided by the Parent Per Share Value) (the “Contingent Shares”) or any other consideration shall be delivered in exchange therefor (such shares, and together with the Base Stock Consideration, the “Cancelled SharesStock Consideration”); (iii) Warrants to purchase 1,881,008 shares of Parent Common Stock over a seven (7) year period (the number of shares shall be fixed so that the fair market valuation of the Warrants using the Black-Scholes option valuation formula shall be $2 million) at an exercise price of the Parent Per Share Value (the “Warrants”); and (iv) The Earn Out Payments in accordance with Section 3.7. (c) Subject Transfer of any shares of Parent Common Stock issued upon exercise of the Warrants will be restricted until the date one year after the Closing Date pursuant to Section 1.5(e), each share the terms of CCT Common Stock, except for the Cancelled Shares, Warrants. The Warrants otherwise shall be converted, on customary terms and in accordance with the procedures customary form for Parent common stock purchase warrants as set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”).Exhibit C. (d) All Amorcyte covenants that, prior to the Closing Date, (i) it will cause all Amorcyte Options and Amorcyte Warrants to have been modified in writings executed by each Optionholder and each Warrantholder, as applicable; provided that such modifications shall be reasonably acceptable to Parent, so that, effective upon the First Effective Time, all Amorcyte Options and all Amorcyte Warrants shall, by virtue of the shares of CCT Common Stock First Merger, be converted into the right to receive their share of any Earn Out Payments that the Merger Consideration pursuant holders of such Amorcyte Options and Amorcyte Warrants would have received if they had exercised their Amorcyte Options and/or Amorcyte Warrants, as applicable, prior to this Article I shall no longer the Closing Date (after taking into account any exercise price such holders would have had to pay if they had actually exercised their Amorcyte Options or Amorcyte Warrants) and (ii) all payables due to PCT through the Closing Date will be fully paid and satisfied prior to or at Closing. (e) As of the Second Effective Time all shares of common stock of Amorcyte issued and outstanding and following the First Effective Time shall automatically be cancelled and shall cease to exist as exist, and each holder of any such shares of common stock shall cease to have any rights with respect thereto. (f) At the Second Effective Time, each common unit of Subco II that is issued and each such share outstanding immediately prior to the Second Effective Time will continue to constitute one validly issued common unit of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio Surviving Company. Such common unit shall be appropriately adjusted (to the extent not already taken into account in determining only units of the Closing CCT Net Asset Value and/or Surviving Company that are issued and outstanding immediately after the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Second Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or the holders of any securities of the Merger Sub or the holder of any of the following securitiesCompany: (a) Each share of common stock, par value $0.001 per share, capital stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving CompanyCorporation. (b) All shares of common stock, par value $0.001 per share, capital stock that are owned by the Company as treasury stock immediately prior to the Effective Time shall be automatically canceled and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each share of CCT Series A Preferred Stock (the “CCT Common Stock”other than (i) shares to be canceled pursuant Section 1.5(b) and (ii) any Dissenting Shares) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock automatically converted into the right to receive an amount in cash equal to the Series A Preferred Per Share Merger Consideration pursuant to this Article I Consideration. As of the Effective Time, all such shares of Series A Preferred Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as exist. (d) Each share of Series B Preferred Stock (other than (1) shares to be canceled pursuant Section 1.5(b) and (ii) any Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash equal to the Series B Preferred Per Share Merger Consideration applicable to such share. As of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Series B Preferred Stock represented in non-certificated book-entry form have been converted pursuant shall no longer be outstanding and shall automatically be canceled and retired and shall cease to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)exist. (e) The Exchange Ratio shall Each share of Common Stock (other than (i) shares to be appropriately adjusted canceled pursuant Section 1.5(b) and (ii) any Dissenting Shares) issued and outstanding immediately prior to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) Effective Time shall no longer be outstanding and shall automatically be canceled and retired and shall cease to account exist. Common Holders will receive no consideration for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding such shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this AgreementStock.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of Merger Sub Capital Stock that is issued and outstanding immediately prior to the Effective Time (other than Treasury Shares or any Dissenting Shares) shall be cancelled and automatically converted into one validly issuedthe right to receive, fully paid at the respective times and nonassessable subject to the terms and conditions set forth in this Agreement, as follows: (i) in the case of the Series A Preferred Stock, the Series A Per Share Preference Amount plus any amounts that such shares of Series A Preferred Stock will receive pursuant to Section 2.3(c)(ii); (ii) after the Series A Preferred Stock has received the Series A Preference Amount in full pursuant to Section 2.3(c)(i), in the case of each share of common stock, par value $0.001 per share, Common Stock and each share of the Surviving Company. Series A Preferred Stock (b) All treating for this purpose all shares of common stock, par value $0.001 per share, of CCT (the “CCT Series A Preferred Stock as if they had been converted to Common Stock”) issued and outstanding Stock immediately prior to the Effective Time that are owned by FSIC or any Date) (it being acknowledged and agreed that, with respect to shares of its Consolidated Subsidiaries (including Merger SubSeries A Preferred Stock, the amount payable under this Section 2.3(c)(ii) shall be cancelled in addition to, and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered not in exchange therefor (such shareslieu of, the “Cancelled Shares”Series A Per Share Preference Amount under Section 2.3(c)(i). ): (cx) Subject to Section 1.5(ethe Closing Date Per Share Merger Consideration and (y) the Additional Per Share Merger Consideration, if any (collectively the amounts in (i) and (ii), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”).; and (diii) All as of the Effective Time, all such shares of CCT Common Capital Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and each holder of Certificates or Book-Entry Shares shall cease to have any rights with respect thereto, except, subject to the terms of this Section 2.3(c), the right following the surrender of such Certificates or Book-Entry Shares (or the giving of an affidavit and, if required, an indemnity agreement pursuant to the terms of Section 2.6(b)(iv) to receive, for each applicable share of CCT Common Capital Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger ConsiderationConsideration without interest; provided, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to however, that the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result rights of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable Equity Incentive Holder will be as set forth in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement2.5.

Conversion of Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub the parties or the holder registered holders of any shares of capital stock of the following securities:Company (each a “Company Stockholder,” and collectively, the “Company Stockholders”): (a) Each Subject to adjustment at Closing as may be required hereunder, each share of common stock of LG, par value $0.001 per share, (the “LG Common Stock”), assuming that there are no shares of LG Common Stock that are Dissenting Shares, shall be converted into the right to receive approximately 0.1981662 (the “Conversion Rate”) of a fully paid and non-assessable share of common stock, par value $0.001 0.0001 per share, of the Company (the “Company Common Stock”). To the extent that there are any Dissenting Shares, the Conversion Rate shall be appropriately adjusted, along with any other adjustments provided for in this Agreement, so that immediately after the Effective Time, the LG Stockholders and the holders of LG Exchange Convertible Notes shall own, in the aggregate, ninety-five percent (95%) of the issued and outstanding shares of the Company Common Stock, on a fully diluted basis, without giving effect to the shares of Company Common Stock underlying the Regent Convertible Notes. The number of shares of Company Common Stock issued to each stockholder of LG (each an “LG Stockholder” and collectively the “LG Stockholders”) in accordance with this Section 2.1(a) shall hereafter be referred to as the “Merger Shares”. At the Effective Time, all shares of LG Common Stock, other than any shares of LG Common Stock that are Dissenting Shares, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each LG Stockholder shall cease to have any rights with respect thereto, except the right to receive the Merger Shares. (b) No fraction of a share of Company Common Stock will be issued, but in lieu of such issuance, each LG Stockholder who would otherwise be entitled to a fraction of a share of Company Common Stock as a result of the conversion and exchange of shares contemplated by this Article II shall receive from the Company one (1) additional share of Company Common Stock. The fractional share interest of LG Stockholders shall be aggregated such that no LG Stockholder shall receive more than the one (1) share of Company Common Stock with respect to any interest in fractional shares. (c) At the Effective Time, each share of the common stock of the Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT LG Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of Notwithstanding the foregoing, no amounts shall be payable at or after the Effective Time with respect to any Dissenting Shares or any shares of CCT LG Common Stock converted into with respect to which dissenters’ rights have not terminated. In the right case of Dissenting Shares, payment shall be made in accordance with Section 2.9 herein and the FLBCA. In the case of any shares with respect to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist which dissenters’ rights have not terminated as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which if such shares of CCT LG Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio become Dissenting Shares, payment shall be appropriately adjusted (to made in accordance with Section 2.9 herein and the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset ValueFLBCA, as applicable) to account for the Tax Dividend or and if, between instead, the Determination Date and dissenters’ rights with respect to such Company Shares irrevocably terminate after the Effective Time, such shares shall be entitled only to receive the respective outstanding applicable Merger Shares upon delivery of the certificate(s) representing the applicable shares of FSIC LG Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this AgreementStock.

Conversion of Capital Stock. (a) At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be cancelled pursuant to Section 3.1(c) hereof and Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof or the Company or the Purchaser Parties, be converted into the right to receive $13.25 per share in cash (the “Merger Consideration”), without any interest thereon. (b) Each share of common stock, par value $0.01 per share, of Sub issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Purchaser Parties, FSIC or Merger Sub or the holder of any be converted into one fully paid and nonassessable share of the following securities: (a) Each share of common stock, par value $0.001 0.01 per share, of Merger Sub the Surviving Corporation, so that after the Effective Time, Parent shall be the holder of all of the issued and outstanding common stock of the Surviving Corporation. (c) All shares of Common Stock that are owned by the Company as treasury stock immediately prior to the Effective Time shall be converted into one validly issuedand all Rollover Shares shall, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to at the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall Time, be cancelled and shall cease to exist exist, and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)therefor. (d) All At the Effective Time, each share of the shares of CCT Common Stock converted into the right to receive the Merger Consideration without any interest thereon pursuant to this Article I shall no longer be outstanding and Section 3.1(a) shall automatically be cancelled and shall cease to exist as and the holders immediately prior to the Effective Time of shares of outstanding Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that, immediately prior to the Effective Time, and represent shares of outstanding Common Stock (the “Certificates”) shall cease to have any rights with respect to such shares of Common Stock other than the right to receive, upon surrender of such Book-Entry Shares or Certificates in accordance with Section 3.2, the Merger Consideration, without any interest thereon, for each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)held by them. (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, If at any time between the Determination Date date of this Agreement and the Effective Time, Time any change in the respective number of outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities occur as a result of any a reclassification, reorganization, recapitalization, stock split, split (including a reverse stock split), split-upor combination, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing , the amount of the Merger Consideration as provided in this Section 1.5(e3.1(a) shall be construed equitably adjusted to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementreflect such change.

Conversion of Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder holders of any of the following securitiescapital stock described below: (a) Each share of the common stock, par value $0.001 .01 per share, of Merger Sub OEI, including the associated preferred stock purchase rights (the "OEI Common Stock") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share (the "Common Stock Exchange Ratio") of common stock, par value $0.001 0.10 per share, of Seagull, including the Surviving Companyassociated preferred share purchase rights (the "Seagull Common Stock"). All such OEI Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and the holder of a certificate ("Common Stock Certificate") that, immediately prior to the Effective Time, represented outstanding shares of OEI Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such Common Stock Certificate, the Seagull Common Stock (the "Common Stock Merger Consideration") to which such holder is entitled pursuant to this Section 3.1(a), without interest. Until surrendered as contemplated by this Section 3.1, each Common Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Common Stock Merger Consideration as contemplated by this Section 3.1. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Seagull Common Stock or OEI Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Common Stock Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (b) All shares Each share of common stockthe Series A Convertible Preferred Stock, par value $0.001 .01 per share, of CCT OEI (the “CCT Common "OEI Preferred Stock”") issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares converted automatically into one share of common preferred stock, par value $0.001 1.00 per share, of FSIC Seagull, having substantially equivalent rights, preferences and limitations as the OEI Preferred Stock but convertible into Seagull Common Stock instead of OEI Common Stock in the manner contemplated by the terms of the OEI Preferred Stock (the “FSIC Common "Seagull Preferred Stock”) or any other consideration "). No certificates representing Seagull Preferred Stock shall be delivered in exchange therefor (issued to holders of OEI Preferred Stock by virtue of consummation of the Merger unless requested by such sharesholders. Instead, following the Merger, certificates that prior to the Effective Time represented shares of OEI Preferred Stock shall be deemed for all purposes to represent an equal number of shares of Seagull Preferred Stock. From and after the Effective Time, the “Cancelled Shares”).stock transfer books of OEI shall be closed and no transfer of any such shares of OEI Preferred Stock shall thereafter be made, but when certificates that formerly (c) Subject to Section 1.5(e), each Each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Seagull Common Stock equal issued and outstanding immediately prior to the Exchange Ratio (Effective Time shall not be affected by the “Merger Consideration”)Merger. (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any No dividends or other distributions declared or made after the Effective Time with a record date after the Effective Time shall be paid to the holder of any unsurrendered Common Stock Certificate with respect to the Common Stock Merger Consideration represented thereby until the holder of record of such Common Stock Certificate shall surrender such Common Stock Certificate in accordance with Section 3.2. Subject to the effect of applicable laws (including, without limitation, escheat and abandoned property laws), following surrender of any such Common Stock Certificate there shall be paid to the record holder of the certificate or certificates representing the Common Stock Merger Consideration issued in exchange therefor, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such Common Stock Merger Consideration, and (ii) if the payment date for any dividend or distribution payable pursuant with respect to Section 2.4(b)such Common Stock Merger Consideration has not occurred prior to the surrender of such Common Stock Certificate, at the appropriate payment date therefor, the amount of dividends or other distributions with a record date after the Effective Time but prior to the surrender of such Common Stock Certificate and a payment date subsequent to the surrender of such Common Stock Certificate. (e) The Exchange Ratio All Seagull Common Stock issued upon the surrender of Common Stock Certificates in accordance with the terms hereof shall be appropriately adjusted (deemed to have been issued in full satisfaction of all rights pertaining to such Common Stock Certificates and the OEI Common Stock formerly represented thereby, and from and after the Effective Time there shall be no further registration of transfers effected on the stock transfer books of the Surviving Corporation of shares of OEI Common Stock which were outstanding immediately prior to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset ValueEffective Time. If, as applicable) to account for the Tax Dividend or if, between the Determination Date and after the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged Certificates are presented to the Surviving Corporation for a different number or kind of shares or securities as a result of any reclassificationreason, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities they shall be authorized canceled and declared with a record date within such period. Nothing exchanged as provided in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this AgreementArticle III.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTNHC, FSIC or Merger Sub Helius, Mergersub or the holder holders of any shares of the following securitiescapital stock of NHC, Helius or Mergersub: (a) Each NHC Share issued and outstanding immediately prior to the Effective Time (other than (i) NHC Shares to be cancelled in accordance with Section 2.9(b) and (ii) any Dissenting Shares) shall thereupon be cancelled and extinguished and converted automatically into and shall thereafter represent the right to receive 16.0350261 (the "Exchange Ratio") fully paid and nonassessable Helius Shares (the "Merger Consideration"). No fractional interests in Helius Shares, and no certificates representing such fractional interests, shall be issued in connection with the Merger. In the event that a holder of NHC Shares would otherwise be entitled to a fractional Helius Share hereunder, the number of Helius Shares issued to such holder of NHC Shares shall be rounded down to the next lesser whole number of Helius Shares; (b) Each NHC Share held in the treasury of NHC or owned, directly or indirectly, by Helius or Mergersub immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock, par value $0.001 0.0001 per share, of Merger Sub Mergersub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 0.0001 per share, of the Surviving Company. (b) All Corporation. Such shares shall thereafter constitute all of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common Surviving Corporation capital stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of If at any time during the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, any change in the respective outstanding shares of FSIC Common Stock capital stock of Helius, or CCT Common Stock shall have been increased or decreased or changed securities convertible into or exchanged exchangeable into or exercisable for a different number or kind shares of shares or securities such capital stock, shall occur as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision or combination, split-up, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing period (excluding, in this Section 1.5(e) each case, normal quarterly cash dividends), merger or other similar transaction, the Exchange Ratio shall be construed equitably adjusted, without duplication, to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementreflect such change.

Conversion of Capital Stock. At 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 CCTthe parties hereto, FSIC or Merger Sub or the holder holders of any of the securities of the parties hereto or any other Person, the following securitiesshall occur: (a) Each share of common stock, par value $0.001 per share, of the Company (such shares, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be canceled in accordance with Section 2.1(b) and (ii) any Dissenting Shares) shall thereupon be converted automatically into the right to receive $18.00 in cash, without interest (the “Merger Consideration”) to be paid in accordance with Section 2.3. As of the Effective Time, all Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration to be issued or paid in accordance with Section 2.3, without interest. (b) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly owned Subsidiary of the Company, in each case, immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall automatically be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 0.01 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)Corporation. (d) All of If, at any time during the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, any change in the respective outstanding shares of FSIC Common Stock capital stock of the Company, or CCT Common Stock shall have been increased or decreased or changed securities convertible into or exchanged exchangeable into or exercisable for a different number or kind shares of shares or securities such capital stock, shall occur as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision, split-upcombination, combination exchange or exchange readjustment of shares, or if a the payment of any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing in this Section 1.5(e) , or any merger or other similar transaction, the Merger Consideration shall be construed equitably adjusted, without duplication, to permit any party hereto provide the holders of Shares the same economic effect as contemplated by this Agreement prior to take any action that is otherwise prohibited or restricted by any other provision of this Agreementsuch event.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTGSBD, FSIC MMLC or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT MMLC (the “CCT MMLC Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC GSBD or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist exist, and no shares of common stock, par value $0.001 per share, of FSIC GSBD (the “FSIC GSBD Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT MMLC Common StockStock issued and outstanding immediately prior to the Effective Time, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC GSBD Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT MMLC Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT MMLC Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT MMLC Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT GSBD Net Asset Value and/or the Closing FSIC MMLC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date date hereof and the Effective Time, (i) either MMLC or GSBD declares or pays an extraordinary dividend, or (ii) the respective outstanding shares of FSIC MMLC Common Stock or CCT GSBD Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period, other than shares issued pursuant to GSBD’s distribution reinvestment plan, as permitted by this Agreement. For the avoidance of doubt, (i) any dividend by GSBD of up to $0.45 per share per quarter, (ii) any dividend by MMLC of up to $0.43 per share per quarter, or (iii) any dividend by GSBD payable to stockholders with a record date after the Closing Date shall not be an extraordinary dividend. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement. (f) Each share of GSBD Common Stock outstanding immediately prior to the Effective Time shall remain outstanding as a share of GSBD Common Stock.

Conversion of Capital Stock. At On the terms and subject to the conditions set forth in this Option Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of CCTFibroGen, FSIC or Fortis, Merger Sub or the holder of any of the following securitiesFortis Shareholder: (a) Each each issued and outstanding share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time Common Stock shall be converted into and shall become one validly issued, fully paid and nonassessable (1) share of common stock, par value $0.001 per share, of the Surviving Company.Corporation; (b) All shares each share of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time Fortis Capital Stock that are is held by Fortis as treasury stock or owned by FSIC Fortis or owned by FibroGen or any Subsidiary or Affiliate of its Consolidated Subsidiaries (including Merger Sub) FibroGen shall be cancelled canceled and retired and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”).therefor; (c) Subject to except as provided in Section 1.5(e2.8(b), each share of CCT Common Fortis Capital Stock then outstanding (including Restricted Stock, except for but not including the Cancelled Dissenting Shares, ) shall be converted, in accordance with the procedures set forth in Article II, converted into the right to receive a number of shares of FSIC Common Stock equal receive, without interest and subject to Section 2.11 and Section 2.12, the Exchange Ratio following cash payments (collectively, the “Merger Consideration”).): (i) each Seller’s respective portion of the Estimated Closing Payment as set forth on Schedule I; and (ii) [*]. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. 129433662_24 (d) All of the The shares of CCT Common Fortis Capital Stock converted into the right to receive the Merger Consideration pursuant to cash in accordance with this Article I Section 2.8 shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and each holder of a certificate that immediately prior to the Effective Time represented any such share of CCT Common Stockshares (a “Certificate”) shall cease to have any rights with respect thereto, all of which are in non-certificated book-entry form, shall thereafter represent only except the right to receive the Merger Consideration, cash . The right of any holder of any share of Fortis Capital Stock to receive the Merger Consideration shall be subject to and reduced by the amount of any tax withholding that is required under applicable Law (which amount will be treated for all purposes of this Option Agreement as having been paid to the Person in lieu respect of fractional shares into which such reduction and withholding was made), provided that, other than with respect to compensatory payments, FibroGen shall use [*] to cooperate with a holder of shares of CCT Common Fortis Capital Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends minimize or eliminate the amount withheld. If applicable Law requires the withholding of Taxes, FibroGen shall [*] submit to the applicable holder an official tax certificate or other distributions payable pursuant evidence of such withholding that is reasonably available to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (FibroGen to enable such holder to claim such payment of Taxes from any applicable Governmental Entity. Notwithstanding the extent not already taken into account in determining foregoing, if FibroGen takes any FibroGen Tax Action after the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Valuedate of this Option Agreement, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities solely as a result of such FibroGen Tax Action, FibroGen is required to withhold Taxes from or in respect of any reclassificationamount payable under this Option Agreement and such Taxes exceed the amount of Taxes that would have been required to be withheld absent such FibroGen Tax Action, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend the amount payable in any other securities under this Option Agreement shall be authorized increased by the amount necessary so that after making all required withholdings (including withholdings on additional amounts payable) the applicable holder receives an amount equal to the sum it would have received had no such FibroGen Tax Action occurred. Notwithstanding the foregoing, FibroGen shall have no obligation to cooperate with any holder of Restricted Stock or submit any tax certificate or other evidence of withholding, and declared with a record date within such period. Nothing nothing herein shall prevent or limit FibroGen from withholding any compensatory amounts required to be withheld in this Section 1.5(e) shall be construed to permit respect of any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this AgreementRestricted Stock.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder holders of any securities of the following securitiesCompany or membership interests of Purchaser (the “Purchaser Membership Interests”), the manner and basis of converting the Shares and the Purchaser Membership Interests shall be as follows: (a) Each share of common stock, par value $0.001 per share, of Merger Sub Purchaser Membership Interests issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 0.01 per share, of the Surviving CompanyCorporation, which will constitute the only issued and outstanding shares of capital stock of the Surviving Corporation immediately after the Effective Time. (b) All shares Shares that are owned by Parent, Purchaser or any of common stocktheir respective Subsidiaries or by any Company Subsidiary shall be cancelled and shall cease to exist, par value $0.001 per share, of CCT and no consideration shall be delivered in exchange therefor. (the “CCT Common Stock”c) Each Share (other than Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled SharesTime, shall be converted, in accordance with the procedures set forth in Article II, converted into the right to receive a number of shares of FSIC Common Stock equal the Offer Price, payable to the Exchange Ratio holder thereof in cash, without interest, subject to deduction for any required withholding of Tax (the “Merger Consideration”). (d) All of . From and after the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each holder of a certificate formerly representing any such share of CCT Common StockShares shall cease to have any rights with respect thereto, all of which are in non-certificated book-entry form, shall thereafter represent only other than the right to receive the Merger Consideration, cash Consideration therefor upon the surrender of such certificate in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to accordance with Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)2.2. (ed) The Exchange Ratio Merger Consideration shall be adjusted appropriately adjusted (in the event the Company changes the number of Shares, or securities convertible or exchangeable into or exercisable for Shares, issued and outstanding immediately prior to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities Time as a result of any reclassification, recapitalization, a stock split, reverse stock split, split-upstock dividend (including any dividend or distribution of securities convertible into the Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination or exchange of shares, other like change with respect to the Common Stock occurring on or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record after the date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this AgreementAgreement and prior to the Effective Time.

Conversion of Capital Stock. (a) At the Effective Time, subject to the other provisions of this Article I and Section 2.1, each share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held directly or indirectly by Parent or the Company or any of their respective Subsidiaries and except for 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 (i) cash in an amount equal to $17.50 (the “Cash Consideration”) and (ii) 0.3132 of a validly issued, fully paid and non-assessable Parent Common Share (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). (b) At the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder of any shares of the following securities: (a) Each Company Convertible Preferred Stock, each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common Series A convertible preferred stock, par value $0.001 per share, of the Surviving Company. Company (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Company Convertible Preferred Stock”) issued and outstanding immediately prior to the Effective Time that are owned (other than shares of Company Convertible Preferred Stock held directly or indirectly by FSIC Parent or the Company or any of its Consolidated their respective Subsidiaries (including Merger Suband except for any Dissenting Shares) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration that the holder thereof would have been entitled to receive had such holder, immediately prior to the Effective Time, converted such share of Company Convertible Preferred Stock into Company Common Stock pursuant to and in accordance with Section 3 of the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of the Company. (c) All of the shares of Company Common Stock and Company Convertible Preferred Stock converted into the applicable Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each holder of (i) a certificate (each a “Certificate”) previously representing any such share shares of CCT Company Common Stock, all of which are in Stock or Company Convertible Preferred Stock or (ii) non-certificated shares of Company Common Stock or Company Convertible Preferred Stock represented by book-entry form, (“Book-Entry Shares”) shall thereafter represent only cease to have any rights with respect to such securities, except the right to receive (A) the applicable Merger Consideration, (B) any dividends and other distributions in accordance with Section 2.1(c) hereof, and (C) any cash to be paid in lieu of any fractional shares into which such shares of CCT Parent Common Stock represented Shares in non-certificated book-entry form have been converted pursuant to accordance with Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)2.1(e) hereof. (ed) The Exchange Ratio shall be appropriately adjusted (to If at any time during the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, any change in the respective outstanding shares of FSIC Common Stock capital stock of Parent or CCT Common Stock the Company shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result occur by reason of any reclassification, recapitalization, stock splitsplit or combination, reverse stock split, split-up, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared thereon with a record date within during such period, appropriate adjustments shall be made to the Cash Consideration and the Stock Consideration. Nothing in this Section 1.5(e1.6(d) shall be construed to permit any party hereto either Party to take any action that is otherwise prohibited or restricted by any other provision of this Agreement. (e) At the Effective Time, all shares of Company Capital Stock that are owned directly or indirectly (i) by the Company or any Company Subsidiary shall be cancelled and shall cease to exist and no stock of Parent, cash or other consideration shall be delivered in exchange therefor and (ii) by Parent or any of the Parent Subsidiaries shall be converted into and become one fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (f) Prior to the Closing, Merlin Holdco will transfer to Merger Sub an amount equal to the aggregate Cash Consideration required to be paid pursuant to Section 1.6(a) and Section 1.6(b) in consideration for the issuance by Merger Sub to Merlin Holdco of 1,000 shares of the common stock, par value $0.01 per share, of Merger Sub. (g) At the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one share of preferred stock, par value $0.01 per share, of the Surviving Corporation having an aggregate redemption amount and fair market value equal to the aggregate fair market value of the converted Merger Sub common stock immediately prior to the Effective Time (such fair market values to be determined by the board of directors of Merlin Holdco in its discretion). (h) At the Effective Time, (i) in consideration for, and in order to cause and compensate Parent for, the issuance and delivery by Parent of the aggregate Stock Consideration required to be issued and delivered pursuant to Section 1.6(a) and Section 1.6(b), Merlin Holdco will issue to Parent 100,000 shares of the common stock, par value $0.01 per share, of Merlin Holdco (the “Merlin Holdco Compensatory Shares”), and (ii) in consideration for, and in order to cause and compensate Merlin Holdco for, the issuance by Merlin Holdco to Parent of the Merlin Holdco Compensatory Shares, the Surviving Corporation shall issue to Merlin Holdco 100,000 shares of the common stock, par value $0.01 per share, of the Surviving Corporation.

Conversion of Capital Stock. At the Effective Time, by virtue as a result of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder of any capital stock of Parent, Merger Sub or the following securitiesCompany: (a) Each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger. (b) All Shares that are owned by the Company, Parent or Merger Sub (other than Shares held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by Third Parties) shall be cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. (c) Except as provided in Section 2.1(b), each Share issued and outstanding immediately prior to the Effective Time, and subject to Section 2.1(e) and Section 2.2, shall automatically be converted into the right to receive 0.1573 shares of Parent Common Stock (such number of shares of Parent Common Stock, the “Exchange Ratio”), subject to adjustment as provided in Section 2.1(f) (the “Merger Consideration”), without interest, but subject to any withholding required under applicable Tax Law, plus the right, if any, to receive pursuant to Section 2.7, cash in lieu of fractional shares of Parent Common Stock into which such Shares would have been converted pursuant to this Section 2.1(c) (the “Fractional Share Consideration”). (d) Each share of common stock, par value $0.001 per share, stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly newly issued, fully paid paid, and nonassessable non-assessable share of common stock, par value $0.001 0.0001 per share, of the Surviving Company. (b) All Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation outstanding at the Effective Time. From and after the Effective Time, all certificates representing shares of Merger Sub Common Stock shall be deemed for all purposes to represent the number of shares of common stock, par value $0.001 per share, stock of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, Surviving Corporation into which they were converted in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)immediately preceding sentence. (de) All of the shares of CCT Common Stock Shares converted into the right to receive the Merger Consideration pursuant to this Article I II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate previously representing any such share of CCT Common StockShares (each, all of which are in non-certificated a “Certificate”) or any book-entry formshare registered in the transfer books of the Company (each, a “Book-Entry Share”) shall thereafter represent only the right to receive the Merger Consideration and any applicable Fractional Share Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and as well as any dividends or other distributions payable pursuant to which holders of Shares become entitled in accordance with Section 2.4(b2.2(e). (ef) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or ifIf, between the Determination Date date of this Agreement and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Parent Common Stock shall have been increased or decreased or increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of any a reorganization, recapitalization, reclassification, recapitalizationstock dividend, stock split, reverse stock split, split-upor other similar change in capitalization, combination an appropriate and proportionate adjustment shall be made to the Exchange Ratio. (g) Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that Parent shall not under any circumstances have any obligation to issue, and the Company shall not agree to cause Parent or exchange any of sharesits Affiliates to issue (including by means of the Company issuing Shares prior to the Effective Time) equity securities of any kind (including shares of Parent Common Stock) to MTS Health Partners, L.P., its Affiliates or if a stock dividend or dividend payable in any other securities shall be authorized and declared broker, finder, financial advisor or investment banker retained by the Company or any of its Affiliates in connection with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementthe Contemplated Transactions.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTGSBD, FSIC MMLC or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT MMLC (the “CCT MMLC Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC GSBD or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist exist, and no shares of common stock, par value $0.001 per share, of FSIC GSBD (the “FSIC GSBD Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT MMLC Common StockStock issued and outstanding immediately prior to the Effective Time, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC GSBD Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT MMLC Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT MMLC Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT MMLC Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC MMLC Common Stock or CCT GSBD Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period, as permitted by this Agreement. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement. (f) Each share of GSBD Common Stock outstanding immediately prior to the Effective Time shall remain outstanding as a share of GSBD Common Stock.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder of any of the following securitiesholders thereof: (a) Each share of common Company Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be converted into the right to receive in cash only the sum of the following: (i) the Retained Per Share Portion of the Estimated Closing Proceeds, payable to the holder thereof in accordance with the procedures set forth in Section 2.03, (ii) the Retained Per Share Portion of any Indemnification Escrow Funds distributed to the Representative or to the Paying Agent at the Representative’s direction (on behalf of the Indemnifying Securityholders) pursuant to the terms of the Escrow Agreement, but subject to Section 12.13, (iii) the Retained Per Share Portion of any Purchase Price Adjustment distributed to the Paying Agent (on behalf of the Indemnifying Securityholders) pursuant to Section 3.03, but subject to Section 12.13, and (iv) the Retained Per Share Portion of any portion of the Representative Holdback Amount released by, or caused to be released by, the Representative (on behalf of the Indemnifying Securityholders) pursuant to Section 12.13(a). The aggregate consideration to which holders of Company Stock become entitled pursuant to this Section 2.02(a) is referred to herein as the “Stockholders’ Merger Consideration” and the portion of the Merger Consideration payable solely with respect to clause (i) of this Section 2.02(a) is referred to herein as the “Stockholders’ Closing Consideration”. (b) Each share of Company Stock held immediately prior to the Effective Time by the Company as treasury stock, par value $0.001 per share, by any Subsidiary of the Company or by the Merger Sub shall be canceled, and no payment shall be made with respect thereto. (c) Each share of the Merger Sub’s common stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 0.01 per share, of the Surviving CompanyCorporation. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any action on the part of CCTParent, FSIC or Merger Sub I, the Company or the holder holders of any shares of capital stock of Parent, Merger Sub I or the following securitiesCompany: (ai) Each Subject to Section 3.4(f) and the terms below, each share of common stock, par value $0.001 per share, of Merger Sub Company Capital Stock issued and outstanding immediately prior to the First Effective Time (other than any Excluded Shares or Dissenting Shares) shall be converted into one validly issuedand become exchangeable for the right to receive, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor for (such shares, the “Cancelled Shares”). (cA) Subject to Section 1.5(e), each share of CCT Company Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Parent Class A Common Stock that is equal to the Common Stock Exchange Ratio and (B) each share of Company Preferred Stock, a number of shares of Parent Class A Common Stock that is equal to the Preferred Stock Exchange Ratio (the shares of Parent Class A Common Stock issuable pursuant to the foregoing clauses (A) and (B) and any shares of Parent Class B Common Stock issuable pursuant to the immediately following clause, the “Merger Consideration”). (d) All ; provided that, as set forth on Schedule 3.1(a)(i), certain holders of the shares Company Capital Stock shall receive all or a portion of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I that they would otherwise receive in the form of Parent Class A Common Stock in an equal number of shares of Parent Class B Common Stock. As of the First Effective Time, all such shares of Company Capital Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter only represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision For purposes of this Agreement., the “Common Stock Exchange Ratio” means, subject to Section 3.1(d), the ratio (rounded to six decimal places) equal to (1) the Post-Closing Company Common Stock Shares divided by (2) the Company Outstanding Common Stock Shares and the “Preferred Stock Exchange Ratio” means, subject to Section 3.1(d), the ratio (rounded to six decimal places) equal to (x) the Post-Closing Company Preferred Stock Shares divided by (y) the Company Outstanding Preferred Stock Shares, in each case, in which:

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or Merger Sub: (a) Each share of common stock, par value $0.001 per share, of the Company (such shares, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be cancelled or converted in accordance with Section 2.1(b) and (ii) any Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent the right to receive the Per Share Merger Consideration in cash, without interest, and subject to deduction for any required withholding Tax. As of the Effective Time, all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Per Share Merger Consideration to be issued or paid in accordance with Section 2.3, without interest. (b) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Each Share (if any) owned by any direct or indirect Subsidiary of the Company shall be converted in connection with the Merger into such number of shares of the Surviving Corporation to maintain its current percentage equity ownership in the Company after the Closing. (c) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 0.01 per share, of the Surviving Company. (b) All Corporation and shall constitute the only outstanding shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)Surviving Corporation. (d) All of If at any time during the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, any change in the respective outstanding shares of FSIC Common Stock capital stock of the Company, or CCT Common Stock shall have been increased or decreased or changed securities convertible into or exchanged exchangeable into or exercisable for a different number or kind shares of shares or securities such capital stock, shall occur as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision or combination, split-up, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such periodperiod (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Per Share Merger Consideration shall be equitably adjusted, without duplication, to reflect such change. Nothing For the avoidance of doubt, nothing in this Section 1.5(e2.1(d) shall be construed to permit any party hereto to take any action that is otherwise prohibited relieve the Company or restricted by any other provision of this Agreementits Subsidiaries from the obligations contained in Sections 5.1(b)(iii) and (b)(iv).

Conversion of Capital Stock. (1) At the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder of any of the following securities: (a) Each each share of common stock, par value $0.001 per share, of Merger Sub Company Class A Common Stock and Company Class B Common Stock issued and outstanding immediately prior to the Effective Time Time, other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(b) and any “Dissenting Shares” (as defined and to the extent provided in Section 2.12(a)), will be canceled and extinguished and automatically converted (subject to Section 2.6(d)) into the right to receive the Common Stock Per Share Value. Upon surrender of certificates representing shares of Company Common Stock in the manner provided in Section 2.10, the holder thereof shall be converted into one validly issuedentitled to receive, fully paid and nonassessable at such time as any Common Merger Consideration shall become payable pursuant to Sections 2.7 through 2.12 below, such holder’s Common Pro Rata Percentage of the Common Merger Consideration applicable to such holder’s ownership of Company Common Stock. (2) At the Effective Time, each share of common the Class A preferred stock, par value $0.001 0.01 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT Company (the “CCT Company Preferred Stock” and together with the Company Common Stock, the “Company Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or Time, other than any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall Company Preferred Stock to be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject canceled pursuant to Section 1.5(e2.6(b) and any “Dissenting Shares” (as defined and to the extent provided in Section 2.12(a)), each share of CCT Common Stock, except for the Cancelled Shares, shall will be converted, in accordance with the procedures set forth in Article II, canceled and extinguished and automatically converted (subject to Section 2.6(d)) into the right to receive a such share’s Preferred Stock Per Share Value. Upon surrender of certificates representing shares of Company Preferred Stock in the manner provided in Section 2.10, the holder thereof shall be entitled to receive, at such time as any Preferred Merger Consideration shall become payable, pursuant to Sections 2.7 through 2.12 below, the Preferred Stock Per Share Value applicable to each such certificated share. (3) At the Effective Time, all of the outstanding and unexercised Company Options shall be canceled and extinguished, and, the holders of In-the-Money Options, if any, shall be entitled to receive an amount in cash equal to the product of (x) the number of shares of FSIC Company Common Stock equal previously subject to the Exchange Ratio vested portion of such Company Options and (y) the “Merger Consideration”). (d) All excess, if any, of the shares of CCT Common Stock converted into Per Share Value over the right exercise price per share previously subject to receive such Company Options, less any required withholding taxes. At such time that a Company Option becomes an In-the-Money Option, the holder of the In-the-Money Option shall be entitled to receive, at such time as any Common Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions become payable pursuant to Section 2.4(b). (e) The Exchange Ratio Sections 2.7 through 2.12 below, such holder’s Common Pro Rata Percentage of the Common Merger Consideration applicable to such holder’s ownership of In-the-Money Options. Parent shall be appropriately adjusted (cause the Surviving Corporation to make timely payment to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend appropriate taxing authority or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result authorities of any reclassification, recapitalization, stock split, reverse stock split, splitamounts withheld from payment to the holders of In-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementthe-Money Options.

Conversion of Capital Stock. At On 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 CCTBuyer, FSIC or the Company, Merger Sub or the holder of any of the following securitiesCompany Holder: (a) Each each issued and outstanding share of Merger Sub Common Stock shall be converted into and shall become one share of common stock, par value $0.001 0.00001 per share, of Merger Sub issued the Surviving Corporation (“Surviving Corporation Common Stock”); (b) each share of Company Capital Stock that is held by the Company as treasury stock or owned by the Company shall be canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor; (c) except as provided in Section 2.7(b), each share of Company Capital Stock outstanding immediately prior to the Effective Time (other than the Dissenting Shares) shall be converted into one validly issuedthe right to receive, fully paid without interest and nonassessable share of common stocksubject to Section 2.11 and Section 2.12, par value $0.001 per share, of the Surviving Company. following payments (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such sharescollectively, the “Cancelled SharesCapital Stock Merger Consideration”).): (ci) Subject to Section 1.5(e)on the Closing Date, each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Per Share Closing Stock Consideration; and (ii) an amount equal to the Exchange Ratio (the “Additional Merger Consideration Per Share Amount with respect to any Additional Merger Consideration”), payable in cash or Milestone Stock Consideration, as applicable, pursuant to terms of this Agreement. (d) All of the The shares of CCT Common Company Capital Stock converted into the right to receive a portion of the Merger Consideration pursuant in accordance with this Section 2.7 shall no longer be outstanding and shall automatically be canceled and retired and shall cease to this Article I exist, and each holder of Company Capital Stock immediately prior to the Effective Time shall cease to have any rights with respect thereto, except the right to receive such holder’s applicable portion of the Merger Consideration. (e) Upon acceptance by the Secretary of State of Delaware of the Subsequent Merger Certificate of Merger, by virtue of the Subsequent Merger and without any action on the part of Buyer, the Surviving Corporation or Merger Sub II, each then issued and outstanding share of Surviving Corporation Common Stock shall be converted into and become one membership unit of the Surviving LLC and the shares of the Surviving Corporation Common Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)exist. (ef) The Exchange Ratio shall shares of Buyer Common Stock comprising the Closing Stock Consideration and Milestone Stock Consideration (if any) to be appropriately adjusted (issued to the extent not already taken into account Company Holders in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account consideration for the Tax Dividend or ifCompany Capital Stock pursuant to this Agreement will be issued from Buyer to the Company Holders in a private placement transaction, between pursuant to the Determination Date exemption from registration set forth in Section 4(a)(2) of the Securities Act. The offering and issuance of the Effective Timeshares of Buyer Common Stock hereunder will not be registered with the SEC, and accordingly, the respective outstanding shares of FSIC Buyer Common Stock will be “restricted securities” under the Securities Act. Any subsequent offer, sale or CCT disposition of the shares of Buyer Common Stock shall have been increased by a Company Holder must be either registered under the Securities Act and applicable state securities laws or decreased exempt from such registration requirements (including pursuant to the safe harbor provided by Rule 144 promulgated under the Securities Act). Except as set forth in Section 2.8, Buyer has no obligation to register the offering or changed into issuance of the shares of Buyer Common Stock with the SEC or exchanged for a different number or kind of shares or the securities as a result regulatory authority of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination other state or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementjurisdiction.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any additional action on the part of CCTParent, FSIC or Merger Sub or the holder of any of the following securitiesCompany or their respective shareholders: (a) Each share of common stock, par value $0.001 .01 per share, of Merger Sub (" MERGER SUB COMMON STOCK") issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, without par value $0.001 per sharevalue, of the Surviving CompanyCorporation. Such newly issued shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation. (b) All shares Subject to the other provisions of common stockthis Article I, par value $0.001 per share, (i) each share of CCT (the “CCT Company Common Stock”) Stock issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger SubCompany Common Stock issued upon conversion of Company Preferred Stock, as contemplated by clause (ii) below) shall be cancelled converted into and shall cease represent the right to exist and no receive such number of shares of common stock, par value $0.001 per share, stock of FSIC Parent (the “FSIC Common Stock”"PARENT COMMON STOCK") or any other consideration shall be delivered as is determined by multiplying such share by the Exchange Ratio (as defined in exchange therefor Section 1.6) (such shares, the “Cancelled Shares”). "MERGER CONSIDERATION") and (cii) Subject to Section 1.5(e), each share of CCT Common Stock, except for Company Preferred Stock issued and outstanding immediately prior to the Cancelled Shares, Effective Time shall be converted, converted into shares of Company Common Stock pursuant to and in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All terms of the shares of CCT Common Company Preferred Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration; provided, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted however, that the amounts to be determined pursuant to Section 2.2 1.6(a)(1)(C) and any dividends or other distributions payable (D) shall be excluded from the calculation of the Exchange Ratio and Merger Consideration pursuant to Section 2.4(b1.6(a) as of the Closing Date prior to and until the determinations are made pursuant to Section 1.6(e), following which the amounts to be determined pursuant to Section 1.6(a)(1)(C) and (D) shall be included in the calculation of the Exchange Ratio and Merger Consideration, and any additional amounts that may be payable in accordance with Section 1.6(e) shall be payable in accordance therewith. (ec) The Exchange Ratio Each share of capital stock of the Company held in the treasury of the Company or held by Parent, Merger Sub or any other wholly owned Subsidiary of Parent shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date cancelled and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities retired and no payment shall be authorized and declared with a record date within such period. Nothing made in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementrespect thereof.

Conversion of Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of CCTParent, FSIC Merger Sub, the Company or any stockholder of the Company: (i) any shares of Company Common Stock held in the Company’s treasury or held by the Company immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any shares of Company Common Stock held by Parent or Merger Sub immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses “(i)” and “(ii)” above and subject to Sections 1.5(b) and 1.5(c), each share of Company Common Stock outstanding (including any outstanding shares of Company Common Stock that are unvested or are subject to any repurchase rights, risk of forfeiture or other condition in favor of the Company and any Company Common Stock held by any direct or indirect subsidiary of either the Parent (other than Merger Sub) or the holder Company) immediately prior to the Effective Time shall be converted into the right to receive 1.8 (the “Exchange Ratio”) ordinary shares, par value NIS 1.00 per share, of any of the following securities:Parent (“Parent Ordinary Shares”); and (aiv) Each each share of common stock, $0.001 par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, stock of the Surviving Company. (b) All Corporation, and each certificate evidencing ownership of shares of Merger Sub common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and stock outstanding immediately prior to the Effective Time that are owned by FSIC or any shall evidence ownership of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no such shares of common stock, par value $0.001 per share, stock of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”)Surviving Corporation. (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (eb) The Exchange Ratio and any other applicable numbers or amounts shall be adjusted to reflect appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result effect of any reclassification, recapitalization, stock split, reverse stock split, split-upstock dividend (including any dividend or distribution of securities convertible into or exercisable or exchangeable for Parent Ordinary Shares or Company Common Stock), combination or extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares, shares or if a stock dividend other like change with respect to Parent Ordinary Shares or dividend payable in any other securities shall be authorized and declared with Company Common Stock occurring or having a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited on or restricted by any other provision after the date of this AgreementAgreement and prior to the Effective Time. (c) No fraction of a Parent Ordinary Share will be issued by virtue of the Merger, but instead each holder of shares of Company Common Stock who would otherwise be entitled to receive a fraction of a Parent Ordinary Share (after aggregating all fractional Parent Ordinary Shares that otherwise would be received by such holder) shall, upon surrender of such holder’s Company Stock Certificate(s) (as defined in Section 1.6) receive from Parent an amount of cash (rounded to the nearest whole cent), without interest, equal to the product of (i) such fraction, multiplied by (ii) the average closing price of one Parent Ordinary Share for the five (5) most recent days that Parent Ordinary Shares have traded ending on the trading day immediately prior to the Effective Time, as reported on the Nasdaq Global Market.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTOBDE, FSIC OBDC or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 0.01 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 0.01 per share, of CCT OBDE (the “CCT OBDE Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC OBDC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 0.01 per share, of FSIC OBDC (the “FSIC OBDC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e1.05(e), each share of CCT OBDE Common StockStock issued and outstanding immediately prior to the Effective Time, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC OBDC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT OBDE Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT OBDE Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT OBDE Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 2.02 and any dividends or other distributions payable pursuant to Section 2.4(b2.04(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT OBDE Net Asset Value and/or the Closing FSIC OBDC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC OBDC Common Stock or CCT OBDE Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, merger, issue tender or exchange offer, combination or exchange of sharesshares or similar transaction, or if a stock dividend or dividend payable in any other securities or similar distribution shall be authorized and declared with a record date within such periodperiod (as permitted by this Agreement), in each case, to provide the stockholders of OBDE and OBDC the same economic effect as contemplated by this Agreement prior to such event, and as so adjusted shall, from and after the date of such event, be the Exchange Ratio. Nothing in this Section 1.5(e1.05(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder of any of the following securitiesholders thereof: (a) Each Except as otherwise provided in Section 1.02(c), each share of common stock, par value $0.001 per share, of Merger Sub Company Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into one validly issueda right to receive in cash $0.00001, fully paid and nonassessable share payable to the holder thereof in accordance with Section 1.03. The aggregate consideration to which holders of common stock, par value $0.001 per share, of Company Common Stock become entitled pursuant to this Section 1.02(a) is referred to herein as the Surviving Company“Common Stock Merger Consideration.” (b) All Except as otherwise provided in Section 1.02(c), the shares of common stock, par value $0.001 per share, Preferred Stock held by each Preferred Stockholder immediately prior to the Effective Time shall be converted into the right to receive in cash such Preferred Stockholder’s Preferred Percentage of CCT (the Closing Residual Cash Consideration and such Preferred Stockholder’s Preferred Percentage of any Additional Merger Consideration. The aggregate consideration to which holders of Preferred Stock become entitled pursuant to this Section 1.02(b) is referred to herein as the “CCT Preferred Stock Merger Consideration.” (c) Each share of Company Common Stock”) Stock and each share of Preferred Stock held immediately prior to the Effective Time by the Company as treasury stock or by the Merger Sub or Purchaser shall be canceled and no payment shall be made with respect thereto. Notwithstanding anything in this Agreement to the contrary, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) is a Dissenting Share shall not be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the applicable portion of the Merger Consideration pursuant Consideration, but instead shall be entitled to this Article I payment of the fair value of such share in accordance with the Delaware Law (and at the Effective Time, such Dissenting Share shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of the Delaware Law), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the Delaware Law. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, and the applicable portion of the Merger Consideration for each such share of CCT Company Common Stock, in accordance with Section 1.02(b), without any interest thereon. The Company shall give the Purchaser (i) prompt notice of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments received by the Company relating to stockholders’ rights of appraisal, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the Delaware Law; provided that the Company shall not be required to settle or offer to settle any such proceedings prior to the Closing Date. The Company shall not, except with the prior written consent of which are in non-certificated book-entry formthe Purchaser (such consent not to be unreasonably withheld or delayed), shall thereafter represent only the right voluntarily make any payment with respect to, or settle, or offer or agree to receive settle, any such demand for payment. Any portion of the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted Consideration delivered to the Representative pursuant to Section 2.2 2.02 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to the Purchaser upon demand. (d) Each share of the Merger Sub’s common stock, par value $.01 per share, issued and any dividends or other distributions payable pursuant outstanding immediately prior to Section 2.4(b)the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $.01 per share, of the Surviving Corporation. (e) The Exchange Ratio Holders of certificates representing the shares of Company Stock that were outstanding immediately prior to the Effective Time shall cease to have any rights as stockholders of the Company but shall continue to have the other rights specified herein, and the stock transfer books of the Company shall be appropriately adjusted (closed with respect to all shares of Company Stock outstanding immediately prior to the extent not already taken into account in determining Effective Time. No further transfer of any such shares of Company Stock shall be made on such stock transfer books after the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset ValueEffective Time. If, as applicable) to account for the Tax Dividend or if, between the Determination Date and after the Effective Time, the respective outstanding a valid certificate previously representing any of such shares of FSIC Common Company Stock is presented to the Surviving Corporation or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassificationPurchaser, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities such certificate shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) canceled and, if applicable, shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementexchanged as provided in Section 1.03.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTSUNS, FSIC SLRC or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 0.01 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 0.01 per share, of CCT SUNS (the “CCT SUNS Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC SLRC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 0.01 per share, of FSIC SLRC (the “FSIC SLRC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT SUNS Common StockStock issued and outstanding immediately prior to the Effective Time, except for the Cancelled Shares, shall be converted, in accordance with and subject to the procedures set forth in Article II, into the right to receive a number of shares of FSIC SLRC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT SUNS Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT SUNS Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT SUNS Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT SUNS Net Asset Value and/or the Closing FSIC SLRC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC SLRC Common Stock or CCT SUNS Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period, as permitted by this Agreement. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. (a) At the Effective Time, by virtue of the First Company Merger and without any action on the part of CCTthe Company, FSIC Parent, Merger Sub Inc. or the holders of any shares of capital stock of the Company, Parent or Merger Sub or the holder of any of the following securitiesInc.: (ai) Each share of common stock(such shares, par value $0.001 per sharecollectively, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share “Shares”) of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT Company (the “CCT Company Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Subshares subject to Company Restricted Stock Awards but excluding (1) shall be cancelled any Excluded Shares and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (2) any Dissenting Shares) (the “FSIC Common StockEligible Shares”) or any other consideration shall thereupon be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, converted automatically into and shall be converted, in accordance with the procedures set forth in Article II, into thereafter represent the right to receive a number of shares of FSIC Parent Common Stock equal to the Exchange Ratio Ratio, subject in each case to deduction for any required withholding Tax (the “Merger Consideration”). (d) All . As of the Effective Time, all shares of CCT Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, Eligible Shares shall thereafter only represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b2.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(g), in each case to be issued or paid in accordance with Section 2.3, without interest. (eii) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub Inc. immediately prior to the Effective Time (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (iii) Each share of common stock, par value $0.01 per share, of Merger Sub Inc. issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of common stock of the Surviving Corporation. (iv) The Merger Consideration and the Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset ValueRatio, as applicable) , shall be adjusted to account for reflect fully the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result appropriate effect of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of sharesreverse stock split, or if a stock dividend or dividend payable distribution of securities convertible into Company Common Stock or Parent Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the Company Common Stock or the Parent Common Stock, in any other securities shall be authorized and declared with each case having a record date within such period. Nothing occurring on or after the date of this Agreement and prior to the Effective Time; provided, that nothing in this Section 1.5(e2.1(a)(iv) shall be construed to permit any party hereto the Company or Parent to take any action with respect to its securities or otherwise that is otherwise prohibited or restricted by any other provision the terms of this Agreement. (b) At the Second Company Merger Effective Time, by virtue of the Second Company Merger and without any action on the part of Parent, the Surviving Corporation, Merger Sub LLC or the holders of any shares of capital stock or other equity interests of Parent, the Surviving Corporation or Merger Sub LLC, each share of common stock of the Surviving Corporation issued pursuant to the First Company Merger and outstanding immediately prior to the Second Company Merger Effective Time shall automatically be cancelled and retired and cease to exist, and no consideration shall be delivered in exchange therefor, and Parent shall continue as the sole member of the Surviving Company.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or Merger Sub: (a) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issuedCompany (such shares, fully paid and nonassessable share of common stockcollectively, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common StockShares”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Subother than (i) shall Shares to be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, contributed in accordance with the procedures set forth Section 2.1(b), (ii) Company Restricted Stock to be treated in Article IIaccordance with Section 2.2(b), and (iii) any Dissenting Shares) shall thereupon be converted automatically into the right to receive and each certificate (a number of shares of FSIC Common Stock equal to the Exchange Ratio “Certificate”) formerly representing any such Shares, if any, or such Shares that are non-certificated and represented by book-entry (the a “Merger ConsiderationBook-Entry Share”). (d) All of the shares of CCT Common Stock converted into , shall thereafter represent the right to receive the Per Share Merger Consideration pursuant in cash, without interest, and subject to this Article I deduction for any required withholding Tax. As of the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist exist, and shall thereafter only represent the right to receive the Per Share Merger Consideration to be issued or paid in accordance with Section 2.3, without interest. Immediately following the Effective Time, an equivalent amount of such Shares shall be issued by the Company to Parent. (b) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time (other than Rollover Shares contributed to Parent by the Rollover Investors immediately prior to the Effective Time) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Each Share contributed to Parent by the Rollover Investors immediately prior to the Effective Time shall remain outstanding after the Effective Time. (c) Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be cancelled as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (ed) The Exchange Ratio shall be appropriately adjusted (to If at any time during the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, any change in the respective outstanding shares of FSIC Common Stock capital stock of the Company, or CCT Common Stock shall have been increased or decreased or changed securities convertible into or exchanged exchangeable into or exercisable for a different number or kind shares of shares or securities such capital stock, shall occur as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision or combination, split-up, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period, merger or other similar transaction, the Per Share Merger Consideration and the number of shares to be issued to Parent pursuant to this Section 2.1 and Section 2.2 shall be equitably adjusted, without duplication, to reflect such change. Nothing in this Section 1.5(e2.1(d) shall be construed to permit any party hereto to take any action that is otherwise prohibited relieve the Company or restricted by any other provision of this Agreementits Subsidiaries from the obligations contained in Sections 5.1(b)(iii) and (b)(iv).

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTOCSI, FSIC OCSL or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 0.01 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 0.01 per share, of CCT OCSI (the “CCT OCSI Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC OCSL or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 0.01 per share, of FSIC OCSL (the “FSIC OCSL Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT OCSI Common StockStock issued and outstanding immediately prior to the Effective Time, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC OCSL Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT OCSI Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT OCSI Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT OCSI Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT OCSI Net Asset Value and/or the Closing FSIC OCSL Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC OCSL Common Stock or CCT OCSI Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder of any of the following securitiesthereof: (a) Each share of common stockEACH SHARE OF COMMON STOCK, par value $0.001 per shareWITHOUT PAR VALUE PER SHARE, of Merger Sub issued OF SCA ACQUISITION (EACH, A "SCA ACQUISITION COMMON SHARE") OUTSTANDING IMMEDIATELY PRIOR TO THE EFFECTIVE TIME SHALL BE CONVERTED INTO AND BECOME ONE FULLY PAID AND NONASSESSABLE SHARE OF COMMON STOCK, WITHOUT PAR VALUE PER SHARE, OF THE SURVIVING CORPORATION. (b) Subject to Section 3.03, each Tuscarora Common Share and associated Right outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal $21.50 per share in cash (the "Merger Consideration") payable without interest to the Exchange Ratio (the “Merger Consideration”). (d) All holder of such share upon surrender of the shares of CCT certificates that formerly evidenced such Tuscarora Common Stock converted into Share in the right to receive manner provided in Section 3.02. Each such Tuscarora Common Share at the Merger Consideration pursuant to this Article I Effective Time shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as of the Effective Timeexist, and each holder of a certificate representing any such share of CCT Tuscarora Common StockShare shall cease to have any rights with respect thereto, all of which are in non-certificated book-entry form, shall thereafter represent only except the right to receive the Merger ConsiderationConsideration per share, cash upon surrender of such certificate in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to accordance with Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)3.02, without interest. (ec) The Exchange Ratio Each Tuscarora Common Share held by Tuscarora as treasury stock or owned by SCA Packaging or any SCA Packaging Subsidiary immediately prior to the Effective Time shall be appropriately adjusted (canceled and retired and shall cease to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Valueexist, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities no payment shall be authorized and declared with a record date within such period. Nothing delivered in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementexchange thereof.

Conversion of Capital Stock. At (a) CAPITAL STOCK OF SUB; CANCELLATION OF TREASURY STOCK AND MILLENNIUM OWNED STOCK; EXCHANGE RATIO. As of the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC COR or Merger Sub or the holder of any shares of the following securitiescapital stock of COR or capital stock of Sub: (ai) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior share of the capital stock of Sub shall cease to the Effective Time be outstanding, shall cease to exist and shall be converted into and become one validly issued, fully paid and nonassessable share shares of common stock, par value $0.001 per share, stock of the Surviving CompanyCorporation. (bii) All shares of common stock, $.0001 par value $0.001 per share, of CCT COR (the “CCT "COR Common Stock”") issued and outstanding immediately prior to the Effective Time that are owned by FSIC COR as treasury stock or by any wholly-owned Subsidiary (as defined in Section 3.01) of COR and any shares of COR Common Stock owned by Millennium, Sub or any other wholly-owned Subsidiary of its Consolidated Subsidiaries (including Merger Sub) Millennium shall be cancelled and retired and shall cease to exist and no shares stock of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) Millennium or any other consideration shall be delivered in exchange therefor therefor. Any shares of common stock, $.001 par value per share, of Millennium (such shares, "Millennium Common Stock") owned by COR shall be unaffected by the “Cancelled Shares”)Merger. (ciii) Subject to Section 1.5(e)2.02, each issued and outstanding share of CCT COR Common Stock, except for the Cancelled SharesStock (other than shares to be cancelled in accordance with Section 2.01(a)(ii)), shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive 0.9873 shares (the "Exchange Ratio") of Millennium Common Stock (collectively, the "Merger Consideration pursuant to this Article I Shares"). All such shares of COR Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as of the Effective Timeexist, and each holder of a certificate representing any such share of CCT Common Stockshares shall cease to have any rights with respect thereto, all of which are in non-certificated book-entry form, shall thereafter represent only except the right to receive the Merger Consideration, shares of Millennium Common Stock and any cash in lieu of fractional shares into which such shares of CCT Millennium Common Stock represented to be issued or paid in non-certificated book-entry form have been converted pursuant to consideration therefor upon the surrender of such certificate in accordance with Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)2.02, without interest. (eiv) The Notwithstanding anything to the contrary contained in this Agreement, if and only if the "Actual Signing Date Number of Shares" (as defined below) exceeds the "Maximum Signing Date Number of Shares" (as defined below), then the Exchange Ratio shall be appropriately adjusted (equal to the extent not already taken into account in determining product of: (1) the Closing CCT Net Asset Value and/or number that would have otherwise constituted the Closing FSIC Net Asset ValueExchange Ratio but for this Section 2.01(a)(iv); MULTIPLIED BY (2) a fraction, as applicable) to account for the Tax Dividend or ifnumerator of which shall be the Maximum Signing Date Number of Shares, between the Determination Date and the Effective Timedenominator of which shall be the Actual Signing Date Number of Shares. In no event shall such fraction be greater than one. Notwithstanding the foregoing, in the event that the Actual Signing Date Number of Shares exceeds the Maximum Signing Date Number of Shares by less than 37,500 shares, the respective outstanding provisions of this Section 2.01(a)(iv) shall not apply to adjust the Exchange Ratio. For purposes of this Section 2.01(a)(iv): (A) the "Actual Signing Date Number of Shares" shall be equal to the sum of: (1) the number of shares of FSIC COR Common Stock or CCT outstanding as of the date of this Agreement (even if such number is different from the number represented by COR in Section 3.02); and (2) the number of shares of COR Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result issuable upon the exercise of any reclassificationCOR Stock Options or COR Convertible Notes (even if such number is different from the number represented by COR in Section 3.02), recapitalization, stock split, reverse stock split, split-up, combination or exchange in each case outstanding as of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record the date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement; and (B) the "Maximum Signing Date Number of Shares" shall be equal to 78,232,268 shares.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or Merger Sub: (a) Each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled in accordance with Section 3.1(b) and any Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent the right to receive either (i) $20.80 in cash, without interest (the "Cash Merger Consideration"), or (ii) the number of shares of Parent Common Stock equal to the Stock Consideration (the "Stock Merger Consideration" and, together with the Cash Merger Consideration, the "Merger Consideration"). The aggregate amount of Cash Merger Consideration and Stock Merger Consideration that a Stockholder shall be entitled to pursuant to this Section 3.1(a) shall be determined as follows: (A) 50% of the Shares to be canceled in the Merger by such Stockholder (as adjusted pursuant to this Section 3.1, the "Cash Merger Shares") shall be deemed converted into the right to receive the Cash Merger Consideration, and (B) 50% of the Shares to be canceled in the Merger by such Stockholder (as adjusted pursuant to this Section 3.1, "Stock Merger Shares") shall be deemed converted into the right to receive the Stock Merger Consideration, subject to adjustment and proration as provided in this Section 3.1. As of the Effective Time, all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration to be issued or paid in accordance with Section 3.3, without interest. (b) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly owned Subsidiary of the Company immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock, par value $0.001 0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 0.01 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)Corporation. (d) All The maximum aggregate amount of Cash Merger Consideration payable pursuant to the Merger shall be (x) $20.80 multiplied by (y) 50% of the shares total number of CCT Common Stock converted into the right Shares canceled pursuant to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted (other than Shares canceled pursuant to Section 2.2 and 3.1(b), minus the cash value of Dissenting Shares) (such amount, or any dividends greater amount specified in accordance with Section 3.1(e), the "Maximum Cash Merger Consideration"). For purposes of this Section 3.1, the "cash value of Dissenting Shares" assumes that the fair value, or "cash value," of each Dissenting Share equals the Cash Merger Consideration. The maximum aggregate amount of Stock Merger Consideration issuable pursuant to the Merger shall be (x) the Stock Consideration multiplied by (y) 50% of the total number of Shares canceled pursuant to the Merger (other distributions payable than Shares canceled pursuant to Section 2.4(b3.1(b)) (such amount, or any lesser amount specified in accordance with Section 3.1(e), the "Maximum Stock Merger Consideration"). (e) The Exchange Ratio Notwithstanding any provision of this Agreement to the contrary, in no event shall the total number of shares of Parent Common Stock issued pursuant to the Offer and issuable pursuant to the Merger and upon exercise or conversion of all convertible securities assumed by Parent in the Merger exceed 19.9% of the number of shares of Parent Common Stock outstanding immediately prior to the Acceptance Date; and, accordingly, if the Merger Stock Consideration Cap is less than the Maximum Stock Merger Consideration as initially calculated pursuant to Section 3.1(d), then (i) the "Maximum Stock Merger Consideration" as so calculated shall be appropriately adjusted and instead shall be the amount equal to (A) 19.9% of the number of shares of Parent Common Stock outstanding immediately prior to the extent not already taken into account Acceptance Date minus (B) the total number of shares of Parent Common Stock issued pursuant to the Offer (such difference of (A) and (B) also being the "Merger Stock Consideration Cap"). In the event that the Maximum Stock Merger Consideration is decreased pursuant to this Section 3.1(e), then the Shares that would otherwise have received Stock Merger Consideration in determining the Closing CCT Net Asset Value and/or Merger shall instead receive the Closing FSIC Net Asset ValueCash Merger Consideration and the "Maximum Cash Merger Consideration" as initially calculated pursuant to Section 3.1(d) shall be increased appropriately to reflect such increased number of Shares receiving Cash Merger Consideration. If an adjustment to the Maximum Stock Merger Consideration and the Maximum Cash Merger Consideration occurs by reason of this Section 3.1(e), as applicablesuch adjustment shall be allocated among all Stockholders who, but for this Section 3.1(e), would receive Stock Merger Consideration, in the proportion that the Shares surrendered by such Stockholder bears to the Shares surrendered by all Stockholders in the Merger. (f) to account for If at any time during the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, any change in the respective outstanding shares of FSIC Common Stock capital stock of the Company, or CCT Common Stock shall have been increased or decreased or changed securities convertible into or exchanged exchangeable into or exercisable for a different number or kind shares of shares or securities such capital stock, shall occur as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision or combination, split-up, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing period (excluding, in each case, normal quarterly cash dividends), merger or other similar transaction, the Merger Consideration shall be equitably adjusted, without duplication, to reflect such change; provided, that nothing in this Section 1.5(e3.1(f) shall be construed to permit any party hereto the Company to take any action with respect to its securities that is otherwise prohibited or restricted by any other provision the terms of this Agreement. (g) Notwithstanding anything in this Agreement to the contrary (except the remaining provisions of this Section 3.1(g)), if the product of (i) the number of shares of Parent Common Stock to be issued in the Offer and the Merger in exchange for the Shares and (ii) the Testing Price (as defined below) (such product, the "Value of Stock Consideration") is less than 40% of the sum of the Value of Stock Consideration and the amount of Non-Stock Consideration (as defined below), then the number of Cash Merger Shares shall be reduced (the number of Shares subject to such reduction, the "Cash Merger Share Reduction"), and the number of Stock Merger Shares shall be increased by the same number of Shares that are subject to the Cash Merger Share Reduction, so as to cause such percentage to be equal to (as close as possible, but not below) 40%. Such adjustment shall increase the Cash Merger Shares and decrease the Stock Merger Shares of each Stockholder in the proportion that the Shares surrendered by such Stockholder bears to the Shares surrendered by all Stockholders in the Merger. The number of shares of Parent Common Stock to be issued under this Section 3.1(g) shall be, along with the number of shares of Parent Common Stock otherwise issuable in connection with the Merger, subject to the Merger Stock Consideration Cap. If the additional Parent Common Stock to be issued under this Section 3.1(g) would cause the number of shares of Parent Common Stock to be issued in connection with the Merger to exceed the Merger Stock Consideration Cap, or if converting up to all Cash Merger Shares to Stock Merger Shares pursuant to this Section 3.1(g) would not cause such 40% threshold to be satisfied, then the adjustments in this Section 3.1(g) shall be inapplicable, Parent and Merger Sub shall not be required to complete the Second Merger and there shall be deemed to be an "Inadequate Continuity of Interest." For the avoidance of doubt, this Section 3.1(g) shall not be applicable, the Value of Stock Consideration need not be tested, and no adjustment shall occur as a result of this Section 3.1(g), if the Second Merger does not occur as a result of the provisions hereof. For purposes of this Section 3.1(g):

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC Parent, Merger Sub, or Merger Sub or the any holder of any stock or other equity ownership interest of the following securitiesCompany, Parent or Merger Sub: (a) Each share of common stock, par value $0.001 per share, of Merger Sub Common Share issued and outstanding immediately prior to the Effective Time (except as otherwise provided in Section 3.1(c) and Dissenting Shares) shall be converted into one validly issued, fully paid and nonassessable share the right to receive an amount in cash equal to the Aggregate Common Merger Consideration divided by the number of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) Shares issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including the “Common Merger Sub) Consideration”), without interest. The Common Merger Consideration is estimated on the date hereof to be equal to $0.2913 per share. All such Common Shares, when so converted, no longer shall be outstanding and automatically shall be cancelled and retired and shall cease to exist exist, and no the holders immediately prior to the Effective Time of shares of common stockoutstanding Common Shares not represented by certificates (“Book-Entry Shares”) and the holders of certificates that, par value $0.001 per shareimmediately prior to the Effective Time, represent shares of FSIC outstanding Common Stock (the “FSIC Certificates”) shall cease to have any rights with respect to such shares of Common Stock”, except the right to receive the Common Merger Consideration therefor, without interest and subject to applicable withholding tax, upon surrender of such Book-Entry Shares or Certificates in accordance with Section 3.2. (b) Each Preferred Share or any other consideration fraction thereof issued and outstanding immediately prior to the Effective Time (except as otherwise provided in Section 3.1(c) and Dissenting Shares) shall be delivered converted into the right to receive an amount in exchange therefor (cash equal to the Preferred Share Merger Consideration. All such sharesPreferred Shares and fractions thereof, when so converted, no longer shall be outstanding and automatically shall be cancelled and retired and shall cease to exist, and each holder of a certificate evidencing any such Preferred Shares or fraction thereof, shall cease to have any rights with respect thereto, except the “Cancelled Shares”right to receive the Preferred Share Merger Consideration therefor, without interest and subject to applicable withholding tax, upon the surrender of such certificate in compliance with Section 3.2(d). (c) Subject Each Share held in the treasury of the Company and each Share owned by Parent, Merger Sub or any subsidiary of Parent or the Company, if any, immediately prior to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, Effective Time shall be converted, in accordance cancelled and extinguished without any conversion thereof and no payment shall be made with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)respect thereto. (d) All The Aggregate Common Merger Consideration shall equal the amount determined by subtracting (i) the aggregate Preferred Share Merger Consideration, (ii) the aggregate Senior Note Merger Consideration, (iii) the aggregate amount to which the holders of all of the shares of CCT Common Stock converted into the right to receive the Merger Consideration Company Stock-Based Securities are entitled pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as Section 3.4, (iv) the aggregate amount of Company Transaction Expenses that are unpaid at the Effective Time, and each such share (v) the aggregate amount of CCT Common Stockoutstanding Company Debt (excluding the Senior Notes) at the Effective Time, from the sum of (A) $61.5 million and (B) the aggregate amount of Closing Cash. For the avoidance of doubt, all of which are amounts withheld for Taxes with respect to Preferred Shares, Senior Notes and Company Stock-Based Securities in non-certificated book-entry form, accordance with Sections 3.1 and 3.2 shall thereafter represent only the right be deemed to receive the be Preferred Share Merger Consideration, cash in lieu Senior Note Merger Consideration and amounts to which holders of fractional shares into which such shares Company Stock-Based Securities are entitled, as applicable. The Merger Consideration will be determined algebraically or iteratively to the nearest one-hundredth of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)a cent. (e) The Exchange Ratio Company shall be appropriately adjusted prepare and deliver to Parent and the Preferred Holders, on or before a date not less than two (2) Business Days prior to the extent not already taken into account Closing Date, a certificate signed by the Company’s chief executive officer and chief financial officer (the “Preliminary Merger Consideration Certificate”) setting forth (i) the identity of each holder of Company Debt that is anticipated to be outstanding immediately prior to the Closing, the amount estimated to be required to discharge in determining full such Company Debt at the Closing CCT Net Asset Value and/or and wire transfer instructions for each such holder; (ii) the amount of Closing Cash anticipated at the Closing; (iii) each payee of any portion of the Company Transaction Expenses anticipated to be unpaid at the Closing FSIC Net Asset Valueand the amount estimated to be required to discharge in full such Company Transaction Expenses at the Closing, and setting forth wire transfer instructions for each such payee; and (iv) the Company’s estimated calculations, in reasonable detail, of (A) the Common Merger Consideration, (B) the Preferred Share Merger Consideration, (C) the Senior Note Merger Consideration and (D) the Preferred Warrant Merger Consideration and (E) the amounts payable to each holder of other Company Stock-Based Securities, in each case, in accordance with the terms of this Agreement and the Termination Agreement. At the Closing, the Company shall prepare and deliver to Parent and the Preferred Holders a Certificate signed by the Company’s chief executive officer and chief financial officer (the “Merger Consideration Certificate”) updating as applicablenecessary the information in the Preliminary Merger Consideration Certificate to reflect such information at the Effective Time. The Company, Parent and the Preferred Holders shall discuss and each approve the contents of such Merger Consideration Certificate (as the Merger Consideration Certificate may be so adjusted, the “Final Merger Consideration Certificate”) and acknowledge such approval in a writing signed by each of the Preferred Holders, the Company and Parent. On the Closing Date, Parent shall pay or cause to account be paid the amounts of Company Debt and Company Transaction Expenses stated to be outstanding immediately prior to the Closing in accordance with the Final Merger Consideration Certificate. The calculations set forth in the Final Merger Consideration Certificate of the (A) the Common Merger Consideration, (B) the Preferred Share Merger Consideration, (C) the Senior Note Merger Consideration, (D) the Preferred Warrant Merger Consideration and (E) the amounts payable to each holder of other Company Stock-Based Securities will be binding and will be used for all purposes of this Agreement and the Tax Dividend or if, between the Determination Date and Termination Agreement. (f) At the Effective Time, by virtue of the respective Merger and without any action on the part of Parent as the sole stockholder of Merger Sub, each issued and outstanding shares share of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind common stock of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities Merger Sub shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision converted into one share of this Agreementcommon stock of the Surviving Corporation.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger Mergers and without any action on the part of CCTthe Company, FSIC or Parent, the Merger Sub Subs or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or the Merger Subs: (a) Each share of common stock, par value $0.001 per share, of the Company (each a “Share” and collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) any Excluded Shares and (ii) any Dissenting Shares) shall thereupon be converted automatically into and shall thereafter represent the right to receive, without interest, the number of validly issued, fully paid and non-assessable shares of Parent Common Stock (rounded down to the nearest whole share subject to the payment of any cash in lieu of fractional shares as set forth herein) equal to the Initial Per Share Stock Consideration plus the Delayed Per Share Stock Consideration plus an amount in cash equal to the Per Share Cash Consideration plus the Disposed Asset Payment Right (collectively, the Initial Per Share Stock Consideration, the Delayed Per Share Stock Consideration, the Per Share Cash Consideration and the Disposed Asset Payment Right, the “Merger Consideration”). As of the Effective Time, all Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration, if any, to be paid in accordance with Section 2.6, without interest, and in each case, the right, if any, to receive pursuant to Section 2.6(k) cash in lieu of fractional shares into which such Shares have been converted pursuant to this Section 2.1(a). (b) Each Share held in the treasury of the Company or owned, directly or indirectly, by Parent or the Merger Subs immediately prior to the Effective Time (in each case, other than any such Shares held on behalf of third parties) (collectively, “Excluded Shares”) shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. 4 (c) Each share of common stock, par value $0.001 per share, of Merger Sub I issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 per share, of the Surviving CompanyEntity, which will constitute the only outstanding shares of capital stock of the Surviving Entity. (bd) All Upon the terms and subject to the conditions of this Agreement, at the Second Effective Time, by virtue of the Second Merger, and without any action on the part of any party, for any holders of any shares of capital stock of Parent, the Surviving Entity or Merger Sub II: (a) each share of common stock, par value $0.001 per share, stock of CCT (the “CCT Common Stock”) Surviving Entity issued and outstanding immediately prior to the Second Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall will be cancelled canceled and shall will cease to exist without any conversion thereof or payment thereof; and no shares (b) the membership interests of common stockMerger Sub II will be converted into and become membership interests of the Surviving Company, par value $0.001 per share, which will constitute all of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such sharesoutstanding equity of the Surviving Company. From and after the Second Effective Time, the “Cancelled Shares”). (c) Subject membership interests of Merger Sub II will be deemed for all purposes to Section 1.5(e), each share represent the number of CCT Common Stock, except for the Cancelled Shares, shall be converted, membership interests in which they were converted in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)immediately preceding sentence. (e) The Exchange Ratio shall be appropriately adjusted (to If at any time during the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, period between the Determination Date date of this Agreement and the Effective Time, any change in the respective outstanding shares of FSIC Common Stock capital stock of the Company, or CCT Common Stock shall have been increased or decreased or changed securities convertible into or exchanged exchangeable into or exercisable for a different number or kind shares of shares or securities such capital stock, shall occur as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision or combination, split-up, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing in this Section 1.5(e) , merger or other similar transaction, the Merger Consideration shall be construed equitably adjusted, without duplication, to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementreflect such change.

Conversion of Capital Stock. (a) At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be cancelled pursuant to Section 3.1(c), the Excluded Shares, the Rollover Shares and Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof or the Company, Purchaser or Sub, be converted into the right to receive the Offer Price in cash (the “Merger Consideration”) without any interest thereon. (b) Each share of common stock, par value one cent ($0.01) per share, of Sub issued and outstanding immediately prior to the Effective Time shall, at the Effective Time, by virtue of the Merger and without any action on the part of CCTPurchaser or Sub, FSIC or Merger Sub or the holder of any be converted into one fully paid and nonassessable share of the following securities: (a) Each share of common stock, par value one cent ($0.001 0.01) per share, of Merger Sub the Surviving Corporation, so that after the Effective Time, Purchaser shall be the holder of all of the issued and outstanding common stock of the Surviving Corporation. (c) All shares of Common Stock that are owned by the Company as treasury stock and any shares of Common Stock owned by any member of the Purchaser Group (including the Excluded Shares and Rollover Shares) immediately prior to the Effective Time shall be converted into one validly issuedshall, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to at the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall Time, be cancelled and shall cease to exist exist, and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”)therefor. (d) All At the Effective Time, each share of the shares of CCT Common Stock converted into the right to receive the Merger Consideration without any interest thereon pursuant to this Article I Section 3.1(a) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as exist, upon the conversion thereof, and the holders immediately prior to the Effective Time of shares of outstanding Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that, immediately prior to the Effective Time, and represent shares of outstanding Common Stock (the “Certificates”) shall cease to have any rights with respect to such shares of Common Stock other than the right to receive, upon surrender of such Book Entry Shares or Certificates in accordance with Section 3.2, the Merger Consideration, without any interest thereon, for each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented held by them. The Merger Consideration paid upon the surrender for exchange of the Certificates or the Book Entry Shares in non-certificated book-entry form accordance with Section 3.2 shall be deemed to have been converted pursuant paid in full satisfaction of all rights and privileges pertaining to Section 2.2 the Common Stock exchanged theretofore and any dividends represented by such Certificates or other distributions payable pursuant to Section 2.4(b)Book-Entry Shares. (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, If at any time between the Determination Date date of this Agreement and the Effective Time, Time any change in the respective number of outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities occur as a result of any reclassification, recapitalization, a stock split, split (including a reverse stock split), split-upor combination, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing , the amount of the Merger Consideration as provided in this Section 1.5(e3.1(a) shall be construed equitably adjusted to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreementreflect such change.

Conversion of Capital Stock. At the First Effective Time, by virtue of the NGP Merger and without any action on the part of CCT, FSIC Buyer or Merger Sub NGP or the holder holders of any shares of the following securitiesNGP Common Stock: (a) Each each share of common stock, par value $0.001 per share, of Merger Sub NGP Common Stock issued and outstanding immediately prior to the First Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All other than any shares of common stock, par value $0.001 per share, of CCT (the “CCT NGP Common Stock”Stock to be cancelled pursuant to Section 1.06(c) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Subhereof) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive $12.00 in cash, less any dividends or distributions paid on such share by NGP between the date hereof and the Closing Date (the "NGP MERGER CONSIDERATION"), payable without interest to the holder of such share of NGP Common Stock, upon surrender of the NGP Certificate that formerly evidenced such share of NGP Common Stock; (b) each share of NGP Common Stock converted into the NGP Merger Consideration pursuant to this Article I Section 1.06(a) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the First Effective Time, and each the holders of certificates previously representing any such share shares of CCT NGP Common Stock shall cease to have any rights with respect to the shares formerly evidenced thereby, except as otherwise provided herein or by law; (c) shares of NGP Common Stock, if any, owned by Buyer or any direct or indirect wholly owned subsidiary of Buyer or NGP shall be cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto; (d) each unit of membership interest of Buyer outstanding immediately prior to the First Effective Time, and all rights in respect thereof shall remain outstanding and represent a unit of which are in non-certificated book-entry formmembership interest of the NGP Surviving Company, and each such unit of membership interest shall thereafter represent only have the right identical designation, preferences, limitations and relative rights immediately after the First Effective Time as such unit of membership interest had immediately prior to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b).First Effective Time; and (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, if between the Determination Date date of this Agreement and the First Effective Time, Time the respective outstanding shares of FSIC Common Stock or CCT NGP Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result by reason of any reclassificationstock dividend, recapitalizationsubdivision, stock split, reverse stock split, split-up, split or combination or exchange of shares, or if a stock dividend or dividend payable in any other securities the NGP Merger Consideration shall be authorized and declared with a record date within correspondingly adjusted to reflect such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited stock dividend, subdivision, split or restricted by any other provision combination of this Agreementshares.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTFSK, FSIC FSKR or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT FSKR (the “CCT FSKR Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC FSK or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist exist, and no shares of common stock, par value $0.001 per share, of FSIC FSK (the “FSIC FSK Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT FSKR Common StockStock issued and outstanding immediately prior to the Effective Time, except for the Cancelled Shares, shall be converted, in accordance with and subject to the procedures set forth in Article II, into the right to receive a number of shares of FSIC FSK Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT FSKR Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT FSKR Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT FSKR Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC FSKR Common Stock or CCT FSK Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period, as permitted by this Agreement. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement. (f) Each share of FSK Common Stock outstanding immediately prior to the Effective Time shall remain outstanding as a share of FSK Common Stock.

Conversion of Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder holders of any shares of the following securities: (a) Each share of Company Common Stock or common stock, par value $0.001 .001 per share, of Merger Sub Purchaser (the "Purchaser Common Stock"): (a) Each issued and outstanding share of the Purchaser Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.001 1.00 per share, of the Surviving CompanyCorporation. (b) All shares of common stockCompany Common Stock that are owned by Parent, par value $0.001 per share, Purchaser or by the Company as treasury stock immediately prior to the Effective Time shall be cancelled and retired and shall cease to exist and no consideration shall be delivered in connection therewith. (c) Each share of CCT (the “CCT Company Common Stock”) Stock issued and outstanding immediately prior to the Effective Time that are owned by FSIC or (other than Shares to be cancelled in accordance with Section 2.1(b) hereof, any shares of its Consolidated Subsidiaries (including Merger SubDemanding Common Stock and any shares of Dissenting Common Stock) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Offer Price payable to the holder thereof, without interest (the "Merger Consideration pursuant to this Article I Consideration"), upon surrender of the certificate formerly representing such share of Company Common Stock in the manner provided in Section 2.2 hereof. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as of the Effective Timeexist, and each holder of a certificate representing any such share of CCT Common Stockshares shall cease to have any rights with respect thereto, all of which are in non-certificated book-entry form, shall thereafter represent only except the right to receive the Merger ConsiderationConsideration therefor upon the surrender of such certificate in accordance with Section 2.2 hereof, cash without interest, or (i) in lieu the case of fractional shares into which Demanding Common Stock, the right, if any, to receive payment from Purchaser for the "fair value" of such shares as determined in accordance with Section 910 of CCT the MBCA or (ii) in the case of Dissenting Common Stock represented in non-certificated book-entry form have been converted pursuant Stock, the right, if any, to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to receive payment from the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account Surviving Corporation for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding "fair value" of such shares as determined in accordance with Section 909 of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this AgreementMBCA.

Conversion of Capital Stock. At (a) Subject to the terms and conditions of this Agreement, at the Effective Time, automatically, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC or Parent, Merger Sub or the holder holders of any shares of capital stock of the following securitiesCompany, Parent or Merger Sub, and subject to the provisions of this ‎Article II: (ai) Each each share of common stock, par value $0.001 per share, of the Company (such shares, collectively, the “Company Shares”) issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and any Dissenting Shares), shall be converted automatically into and shall thereafter represent the right to receive (A) a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio, subject to ‎Section 2.5 with respect to fractional shares and any required withholding of Taxes pursuant to ‎Section 2.6 (the “Upfront Consideration”), and (B) one contingent value right per share (a “CVR”) which shall represent the right to receive the Milestone Payments (as defined in the CVR Agreement), at the times and in the form provided for in the CVR Agreement (the Upfront Consideration plus one CVR, collectively, the “Merger Consideration”). Each CVR issued as a portion of the Merger Consideration hereunder will be issued in book-entry form pursuant to Section 2.3 of the CVR Agreement and will not be evidenced by a certificate or other instrument. (ii) each Company Share held in the treasury of the Company or held directly by Parent, Merger Sub, the Company or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time shall automatically be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”); and (iii) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable non-assessable share of common stock, par value $0.001 0.01 per share, of the Surviving CompanyCorporation with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation. (b) All shares If at any time during the period between the date of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued this Agreement and outstanding immediately prior to the Effective Time that are owned (and as permitted by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e‎Article V), each share of CCT Common Stock, except for any change in the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, into the right to receive a number of shares of FSIC Common Stock equal to the Exchange Ratio (the “Merger Consideration”). (d) All of the shares of CCT Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock capital stock of Parent or CCT Common Stock shall have been increased the Company, or decreased or changed securities convertible into or exchanged exchangeable into or exercisable for a different number or kind shares of shares or securities such capital stock, shall occur as a result of any reclassification, recapitalization, stock split, split (including a reverse stock split) or subdivision or combination, split-up, combination exchange or exchange readjustment of shares, or if a any stock dividend or dividend payable in any other securities shall be authorized and declared stock distribution with a record date within during such period. Nothing , merger or other similar transaction, then the Merger Consideration and any other amounts payable pursuant to this Agreement or the CVR Agreement shall be adjusted to the extent appropriate to provide the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 1.5(e) ‎Section 2.1 shall be construed to permit any party hereto the Company or Parent to take any action with respect to its securities that is otherwise prohibited or restricted by any other provision the terms of this Agreement.

Conversion of Capital Stock. At On the terms and subject to the conditions set forth in this Option Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of CCTFibroGen, FSIC or Fortis, Merger Sub or the holder of any of the following securitiesFortis Shareholder: (a) Each each issued and outstanding share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time Common Stock shall be converted into and shall become one validly issued, fully paid and nonassessable (1) share of common stock, par value $0.001 per share, of the Surviving Company.Corporation; (b) All shares each share of common stock, par value $0.001 per share, of CCT (the “CCT Common Stock”) issued and outstanding immediately prior to the Effective Time Fortis Capital Stock that are is held by Fortis as treasury stock or owned by FSIC Fortis or owned by FibroGen or any Subsidiary or Affiliate of its Consolidated Subsidiaries (including Merger Sub) FibroGen shall be cancelled canceled and retired and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”).therefor; (c) Subject to except as provided in Section 1.5(e2.8(b), each share of CCT Common Fortis Capital Stock then outstanding (including Restricted Stock, except for but not including the Cancelled Dissenting Shares, ) shall be converted, in accordance with the procedures set forth in Article II, converted into the right to receive a number of shares of FSIC Common Stock equal receive, without interest and subject to Section 2.11 and Section 2.12, the Exchange Ratio following cash payments (collectively, the “Merger Consideration”)): [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. (i) each Seller’s respective portion of the Estimated Closing Payment as set forth on Schedule I; and (ii) [*]. (d) All of the The shares of CCT Common Fortis Capital Stock converted into the right to receive the Merger Consideration pursuant to cash in accordance with this Article I Section 2.8 shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and each holder of a certificate that immediately prior to the Effective Time represented any such share of CCT Common Stockshares (a “Certificate”) shall cease to have any rights with respect thereto, all of which are in non-certificated book-entry form, shall thereafter represent only except the right to receive the Merger Consideration, cash . The right of any holder of any share of Fortis Capital Stock to receive the Merger Consideration shall be subject to and reduced by the amount of any tax withholding that is required under applicable Law (which amount will be treated for all purposes of this Option Agreement as having been paid to the Person in lieu respect of fractional shares into which such reduction and withholding was made), provided that, other than with respect to compensatory payments, FibroGen shall use [*] to cooperate with a holder of shares of CCT Common Fortis Capital Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends minimize or eliminate the amount withheld. If applicable Law requires the withholding of Taxes, FibroGen shall [*] submit to the applicable holder an official tax certificate or other distributions payable pursuant evidence of such withholding that is reasonably available to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (FibroGen to enable such holder to claim such payment of Taxes from any applicable Governmental Entity. Notwithstanding the extent not already taken into account in determining foregoing, if FibroGen takes any FibroGen Tax Action after the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset Valuedate of this Option Agreement, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities solely as a result of such FibroGen Tax Action, FibroGen is required to withhold Taxes from or in respect of any reclassificationamount payable under this Option Agreement and such Taxes exceed the amount of Taxes that would have been required to be withheld absent such FibroGen Tax Action, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend the amount payable in any other securities under this Option Agreement shall be authorized increased by the amount necessary so that after making all required withholdings (including withholdings on additional amounts payable) the applicable holder receives an amount equal to the sum it would have received had no such FibroGen Tax Action occurred. Notwithstanding the foregoing, FibroGen shall have no obligation to cooperate with any holder of Restricted Stock or submit any tax certificate or other evidence of withholding, and declared with a record date within such period. Nothing nothing herein shall prevent or limit FibroGen from withholding any compensatory amounts required to be withheld in this Section 1.5(e) shall be construed to permit respect of any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this AgreementRestricted Stock.

Conversion of Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of CCT, FSIC or Merger Sub or the holder holders of any of the following securitiescapital stock or other securities described below: (a) Each share of the common stock, ,[ no par value $0.001 per share, ,] of Merger Sub SPHI (“SPHI Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, and exchanged for the right to receive 240 shares of fully paid and nonassessable share shares of common stockUSDCC voting Preferred Stock, par value $0.001 .0001 per share and liquidation preference of $2.40 per share, convertible into one share of USDCC Common Stock, par value $.0001 per share. The SPHI Common Stock, when so converted and exchanged, shall no longer be outstanding and shall automatically be canceled and retired, and the Surviving Company.holder of a certificate (“SPHI Stock Certificate”) that, immediately prior to the Effective Time, represented outstanding shares of SPHI Common Stock shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such SPHI Stock Certificate, the shares of USDCC Preferred Stock (the “Merger Shares”) to which such holder is entitled pursuant to this Section 3.1(a). Until surrendered as contemplated by Section 3.2(a), each SPHI Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Shares as provided herein. The number of shares of USDCC Preferred (b) All shares Stock to be so issued for each share of SPHI Common Stock is referred to herein as the “Exchange Ratio.” (c) Each share of the common stock, no par value $0.001 per sharevalue, of CCT Merger Sub (the “CCT Merger Sub Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by FSIC or any of its Consolidated Subsidiaries (including Merger Sub) shall automatically be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC (the “FSIC Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Common Stock, except for the Cancelled Shares, shall be converted, in accordance with the procedures set forth in Article II, converted into the right to receive a same number of shares of FSIC Common Stock equal to common stock of the Exchange Ratio (Surviving Corporation, and shall, immediately after the “Merger Consideration”)Merger, be the only shares of capital stock of the Surviving Corporation issued and outstanding. (d) All Each share of the shares each class and series of CCT USDCC Common Stock converted into issued and outstanding immediately prior to the right to receive the Merger Consideration pursuant to this Article I Effective Time shall no longer be remain outstanding and shall automatically not be cancelled and shall cease to exist as of affected by the Effective Time, and each such share of CCT Common Stock, all of which are in non-certificated book-entry form, shall thereafter represent only the right to receive the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b)Merger. (e) The Exchange Ratio Merger Shares issued upon the surrender of the SPHI Stock Certificates in accordance with the terms hereof shall be appropriately adjusted (deemed to have been issued in full satisfaction of all rights pertaining to such SPHI Stock Certificates and the SPHI Common Stock formerly represented thereby; and from and after the Effective Time there shall be no further registration of transfers effected on the stock transfer books of the Surviving Corporation of shares of the SPHI Common Stock which were outstanding immediately prior to the extent not already taken into account in determining the Closing CCT Net Asset Value and/or the Closing FSIC Net Asset ValueEffective Time. If, as applicable) to account for the Tax Dividend or if, between the Determination Date and after the Effective Time, SPHI Stock Certificates are presented to the respective outstanding shares of FSIC Common Stock or CCT Common Stock shall have been increased or decreased or changed into or exchanged Surviving Corporation for a different number or kind of shares or securities as a result of any reclassificationreason, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities they shall be authorized canceled and declared with a record date within such period. Nothing exchanged as provided in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this AgreementArticle III.

Conversion of Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of CCTthe Company, FSIC the Acquiror or Merger Sub or the holder of any of the following securities: (a) Each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Company. (b) All shares of common stock, par value $0.001 per share, of CCT the Company (the “CCT Company Common Stock”) that are issued and outstanding immediately prior to the Effective Time that and are owned by FSIC the Acquiror or any of its Consolidated Subsidiaries (including Merger Sub) immediately prior to the Effective Time shall be cancelled and shall cease to exist and no shares of common stock, par value $0.001 per share, of FSIC the Acquiror (the “FSIC Acquiror Common Stock”) or any other consideration shall be delivered in exchange therefor (such shares, the “Cancelled Shares”). (c) Subject to Section 1.5(e), each share of CCT Company Common Stock, Stock issued and outstanding immediately prior to the Effective Time (except for the Cancelled Shares, ) shall be converted, in accordance with and subject to the procedures set forth in Article II, into the right to receive a number of shares of FSIC Acquiror Common Stock equal to the Exchange Ratio and, if applicable, cash in lieu of fractional shares of Acquiror Common Stock payable in accordance with Section 1.5(f) (such shares of Acquiror Common Stock and any such cash in lieu of fractional shares of Acquiror Common Stock, the “Merger Consideration”), in all cases without interest. The amount of cash each holder of Company Common Stock as of immediately prior to the Effective Time is entitled to receive pursuant to this Section 1.5(c) shall be rounded down to the nearest cent, and computed after aggregating all cash amounts for all shares of Company Common Stock then held by such holder. (d) All of the shares of CCT Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each such share the holders of CCT Common Stock, all of which are in non-certificated book-entry form, shares (“Book-Entry Shares”) which immediately prior to the Effective Time represented such Company Common Stock shall thereafter represent only cease to have any rights with respect to such Company Common Stock other than the right to receive receive, upon surrender of such Book-Entry Shares in accordance with Section 2.2, the Merger Consideration, cash in lieu of fractional shares into which such shares of CCT Common Stock represented in non-certificated book-entry form have been converted pursuant to Section 2.2 and any dividends or other distributions payable pursuant to Section 2.4(b). (e) The Exchange Ratio shall be appropriately adjusted (to the extent not already taken into account in determining the Closing CCT Company Net Asset Value and/or the Closing FSIC Acquiror Net Asset Value, as applicable) to account for the Tax Dividend or if, between the Determination Date and the Effective Time, the respective outstanding shares of FSIC Acquiror Common Stock or CCT Company Common Stock shall have been increased or decreased or changed into or exchanged for a different number or kind of shares or securities securities, in each case, as a result of any reclassification, recapitalization, stock split, reverse stock split, split-up, combination or exchange of shares, or if a stock dividend or dividend payable in any other securities shall be authorized and declared with a record date within such period, as permitted by this Agreement. Nothing in this Section 1.5(e) shall be construed to permit any party hereto to take any action that is otherwise prohibited or restricted by any other provision of this Agreement. (f) No certificates or scrip representing fractional shares of Acquiror Common Stock shall be issued upon the conversion of Company Common Stock pursuant to this Section 1.5, and such fractional share interests shall not entitle the owner thereof to any shares of Acquiror Common Stock or to vote or to any other rights or powers of a holder of Acquiror Common Stock. In lieu of any such fractional shares, each holder of Company Common Stock who would otherwise be entitled to such fractional shares shall be entitled to an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (A) the amount of the fractional share interest in a share of Acquiror Common Stock to which such holder would, but for this Section 1.5(f), be entitled under Section 1.5(c), as so rounded pursuant to the immediately following sentence, and (B) the Acquiror Per Share NAV. All fractional shares to which a single record holder of Company Common Stock as of immediately prior to the Effective Time would be otherwise entitled to receive shall be aggregated and calculations shall be rounded to three (3) decimal places. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Company Common Stock as of immediately prior to the Effective Time in lieu of any fractional share interests in Acquiror Common Stock, the Exchange Agent shall make available such amount, without interest, to such holders of Company Common Stock entitled to receive such cash. The payment of cash in lieu of fractional share interests pursuant to this Section 1.5(f) is not a separately bargained-for consideration.