Common use of Conversion of Capital Stock Clause in Contracts

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of any stockholder of the Company, Buyer or Merger Sub I, each share of Company Capital Stock held by Buyer, Merger Subs or the Company in treasury or otherwise, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of any Company Stockholder (other than compliance with Section 3.7(b) by the applicable holder), each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive cash in the Reverse Split, and shall be determined after giving effect to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled and, in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Time. (c) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafter. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub II, each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the Final Surviving Corporation immediately following the Second Effective Time.

Conversion of Capital Stock. (a) At As of the First Effective Time, by virtue of the First Merger and without any further action on the part of any stockholder of the Company, Buyer or Merger Sub I, each share of Company Capital Stock held by Buyer, Merger Subs or the Company in treasury or otherwise, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of the holders of any Company Stockholder (other than compliance with Section 3.7(b) by Shares or the applicable holder), each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive cash in the Reverse Split, and shall be determined after giving effect to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions holders of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 0.01 per share, of Merger Sub I issued and (the "Merger Sub Common Stock"): (a) Each outstanding immediately prior to the First Effective Time shall be cancelled and, in exchange for the cancellation of such shares share of Merger Sub I common stock Common Stock shall remain outstanding and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only issued and outstanding shares of common stock of the First Step Surviving Corporation immediately following Corporation. (b) All Shares that are owned by the First Effective TimeCompany as treasury stock and any Shares owned by Parent, Merger Sub or any other wholly-owned Subsidiary of Parent shall be cancelled and retired, and no consideration shall be delivered in exchange therefor. (c) From Subject to Section 2.1(e) below, each outstanding Share, (other than Shares to be cancelled in accordance with Section 2.1(b) and after other than Dissenting Shares) shall be converted into the First right to receive: (i) 0.0486 (the "Exchange Ratio") of a validly issued, fully paid and nonassessable share of the common stock, par value $0.01 per share, of Parent ("Parent Common Stock") (the "Stock Consideration"), and (ii) $3.67 in cash, without interest (the "Cash Consideration", and together with the Stock Consideration, the "Merger Consideration"). At the Effective Time, all Shares converted into the right to receive the Merger Consideration pursuant to this Section 2.1(c) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate (ior, in the case of uncertificated Shares, evidence of such Shares in book-entry form) which immediately prior to the Company Stockholders Effective Time represented any such Shares (each, a "Certificate") shall cease to have any rights as stockholders with respect thereto, except the right to receive the Merger Consideration and cash in lieu of the Company and (ii) the consideration paid to each Company Stockholder any fractional shares payable pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth Section 2.2(d), in Section 3.7 shall each case to be deemed to have been issued or paid in full satisfaction consideration therefor upon surrender of all rights pertaining to such Certificate (or, in the case of uncertificated Shares, subject to evidence of such Shares in book-entry form) in accordance with this Section 2.2(b), without interest. Notwithstanding the continuing rights foregoing, if between the date of this Agreement and the Company Stockholders under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafter. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub II, each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation outstanding Parent Common Stock shall issue an equivalent have been changed into a different number of shares or a different class, by reason of common stockthe occurrence or record date of any stock dividend, par value $0.0001 per sharesubdivision, all reclassification, recapitalization, split, combination, exchange of which shares or similar transaction, then the Exchange Ratio shall be held appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration and cash in lieu of any fractional shares payable pursuant to Section 2.2(d) shall, to the extent provided in Section 2.2(i), be subject to and reduced by Buyer, and which shall constitute the only outstanding shares amount of common stock of the Final Surviving Corporation immediately following the Second Effective Timeany withholding that is required under applicable Tax Law.

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of any stockholder of the Company, Buyer or Merger Sub I, each share of Company Capital Stock held by Buyer, Merger Subs or the Company in treasury or otherwise, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of any Company Stockholder Parent, Merger Sub or the Company, or their respective shareholders: (other than compliance with Section 3.7(ba) by the applicable holder), each Each share of Company Capital Stock common stock of Merger Sub (a “ShareMerger Sub Common Stock”) that is issued and outstanding immediately prior to the First Effective Time (whichshall be converted into one validly issued, for clarity, shall exclude any fully paid and non-whole number shares assessable share of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive cash in the Reverse Split, and shall be determined after giving effect to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions common stock of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their Surviving Corporation. Such newly issued shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share thereafter constitute all of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms issued and subject to the conditions outstanding capital stock of the CVR Agreement, without interest (each, a “CVR”), and upon the terms and subject to the conditions of this AgreementSurviving Corporation. (b) At Subject to the First Effective Time, by virtue other provisions of the First Merger and without any action on the part of Buyer or Merger Sub Ithis Article III, each share of common stock, par value $0.0001 per share, of Merger Sub I Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than shares owned by Parent or Merger Sub) shall be cancelled andconverted into and represent the right to receive, and shall be exchangeable for (as provided in Section 3.2) the Per Share Amount, in exchange for cash payable to the cancellation holder of such shares share of Company Common Stock (the “Merger Sub I common stock and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective TimeConsideration”). (c) From Each share of Company Common Stock held in treasury of the Company and after each share of Company Common Stock owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the First Company immediately prior to the Effective Time shall be canceled and retired without any conversion thereof and shall cease to exist, and no payment or distribution shall be made and no consideration of any kind shall be delivered in exchange thereof. (d) Except as set forth in Section 3.1(c), at the Effective Time, (ieach share of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 3.1(b) shall be automatically canceled and shall cease to exist, and the Company Stockholders holders immediately prior to the Effective Time of Certificates and Book Entry Shares shall cease to have any rights as stockholders of the Company and (ii) the consideration paid with respect to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder Common Stock other than the right to receive, upon surrender of the exchange procedures set forth such Book Entry Shares or Certificates in accordance with Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time3.2, the transfer books Merger Consideration of the Company shall be closed and no transfer of Shares shall be made thereafter. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub II, each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be Company Common Stock held by Buyer, and which shall constitute the only outstanding shares of common stock of the Final Surviving Corporation immediately following the Second Effective Timethem.

Conversion of Capital Stock. (a) At As of the First Effective Time, by virtue of the First Merger and without any further action on the part of the holders of any stockholder Shares or holders of shares of common stock, par value $0.01 per share, of 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, par value $0.01 per share, of the Company, Buyer or Merger Sub I, each share Surviving Corporation and shall constitute the only outstanding shares of Company Capital Stock held capital stock of the Surviving Corporation. (b) Each Share owned by Buyer, Merger Subs or the Company as treasury stock or by any Subsidiary of the Company and each Share owned by Parent, Purchaser or any other wholly-owned Subsidiary of Parent (other than, in treasury or otherwiseeach case, shares in trust accounts, managed accounts, custodial accounts and the like that are beneficially owned by third parties) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor therefor. (such shares, “Cancelled c) Each issued and outstanding Share (other than Shares to be cancelled in accordance with Section 1.11(b) and any Dissenting Shares”). At the First Effective Time) shall, by virtue of the First Merger and without any action on the part of any Company Stockholder (other than compliance with Section 3.7(b) by the applicable holder)holder thereof, each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for be converted into the right to receive cash in the Reverse SplitOffer Price, and shall be determined after giving effect payable to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreementholder thereof, without interest (each, a the “CVRMerger Consideration”), and upon in the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled and, manner provided in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Time. (c) Section 1.13. From and after the First Effective Time, (i) the Company Stockholders all such converted Shares shall no longer be outstanding and shall be deemed to be cancelled and retired and shall cease to exist, and each holder of any such Shares shall cease to have any rights as stockholders of with respect to any certificate formerly representing such Shares except the Company and (ii) right to receive the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the SharesMerger Consideration therefor, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafter. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub II, each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled andinterest, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the Final Surviving Corporation immediately following the Second Effective Timeaccordance with Section 1.13.

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of the Company, Parent, Merger Sub or the holders of any stockholder shares of capital stock of the Company, Buyer Parent or Merger Sub I, each Sub: (a) Each share of Company Capital Stock held by Buyercommon stock, Merger Subs or 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 Shares to be cancelled in treasury or otherwiseaccordance with Section 2.1(b)) shall thereupon be converted automatically into and shall thereafter represent the right to receive $9.50 in cash, without interest, and subject to deduction for any required withholding Tax (the “Merger Consideration”), and shall no longer be outstanding and shall automatically be cancelled and retired shall cease to exist, and shall thereafter only represent the right to receive the Merger Consideration 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 cancelled and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor therefor. (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of any Company Stockholder (other than compliance with Section 3.7(bc) by the applicable holder), each Each share of Company Capital Stock (a “Share”) that is common stock of Merger Sub issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive cash in the Reverse Split, and shall be determined after giving effect to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled andconverted into and shall become one validly issued, in exchange for the cancellation of such shares of Merger Sub I common stock fully paid and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares non-assessable share of common stock of the First Step Surviving Corporation immediately following the First Effective TimeCorporation. (cd) From If at any time during the period between the date of this Agreement and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the transfer books outstanding shares of capital stock of the Company shall be closed changed into a different number of shares or a different class or shall have different terms, as a result of any reclassification, recapitalization, stock split (including a reverse stock split), subdivision, combination, exchange, stock dividend, stock distribution, or any other similar event, then the Merger Consideration shall be equitably adjusted to reflect such event so as to provide Parent and no transfer the holders of Shares shall be made thereafter. the same economic effect as contemplated by this Agreement prior to such event; provided, that nothing in this paragraph (d) At shall be construed to permit the Second Effective Time, by virtue of the Second Merger and without Company to take any action on with respect to its securities that is prohibited by the part terms of Buyer or Merger Sub II, each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the Final Surviving Corporation immediately following the Second Effective Timethis Agreement.

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of any stockholder the holder thereof: (a) Each issued and outstanding share of the Companycommon stock, Buyer stated value $0.005 per share, of OmniSub ("OmniSub Common Stock") shall be converted into and become one fully paid and non-assessable share of common stock, no par value per share, of the Surviving Corporation ("Surviving Corporation Common Stock"). Each certificate representing outstanding shares of OmniSub Common Stock shall at the Effective Time represent an equal number of shares of Surviving Corporation Common Stock. (b) All shares of common stock, stated value $0.005 per share, of the Company ("Company Common Stock") that are owned by the Company as treasury stock shall be canceled and retired and shall cease to exist and no stock of Omnicom or Merger Sub I, each other consideration shall be delivered in exchange therefor. (c) Each issued and outstanding share of Company Capital Common Stock held (other than shares to be canceled in accordance with Section 2.1.2(b) and other than Dissenting Shares (as defined in Section 2.1.2(f)) shall be converted into the right to receive such number of fully paid and non-assessable shares of Omnicom Stock the value of which, determined by Buyer, Merger Subs or using the Company in treasury or otherwiseMarket Value, shall equal the Common Stock Conversion Price. All such shares of Company Common Stock shall no longer be cancelled outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (each holder of a certificate representing any such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of any Company Stockholder (other than compliance with Section 3.7(b) by the applicable holder), each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive cash in the Reverse Split, and shall be determined after giving effect to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled and, in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Time. (c) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shareswith respect thereto, except subject to the continuing rights terms of the Company Stockholders under this Agreement. At the First Effective TimeEscrow Agreement referred to in Section 2.7, the transfer books right to receive the shares of Omnicom Stock and any cash in lieu of fractional shares of Omnicom Stock to be issued or paid in consideration therefor (determined in accordance with Section 2.3), upon the Company shall be closed and no transfer surrender of Shares shall be made thereaftersuch certificate in accordance with Section 2.2, without interest. (d) At the Second Effective Time, by virtue of the Second Merger Each issued and without any action on the part of Buyer or Merger Sub II, each outstanding share of common stockSeries A Preferred Stock, $100 par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time Company ("Company Preferred Stock") shall be cancelled and, in exchange for converted into the cancellation of right to receive such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stockOmnicom Stock the value of which, par value $0.0001 per sharedetermined by using the Market Value, all shall equal the Preferred Stock Conversion Price. (e) All shares of Company Preferred Stock that are owned by the Company as treasury stock shall be canceled and retired and cease to exist and no stock of Omnicom or other consideration shall be delivered in exchange therefor. (i) Notwithstanding any provision of this Agreement to the contrary, each outstanding share of Company Common Stock, the holder of which has not voted in favor of the Merger, has perfected such holder's right to an appraisal of such holder's shares in accordance with the applicable provisions of the PBCL and has not effectively withdrawn or lost such right of appraisal (a "Dissenting Share"), shall not be converted into or represent a right to receive shares of Omnicom Stock pursuant to Section 2.1.2(c), but the holder thereof shall be entitled only to such rights as are granted by the applicable provisions of the PBCL; provided, however, that any Dissenting Shares held by Buyera person at the Effective Time who shall, and which after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the PBCL shall constitute be deemed to be converted into, as of the only outstanding Effective Time, the right to receive shares of common stock Omnicom Stock pursuant to Section 2.1.2(c). (ii) The Company shall give Omnicom (x) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the applicable provisions of the Final Surviving Corporation immediately following PBCL relating to the Second Effective Timeappraisal process received by the Company and (y) the opportunity to direct all negotiations and proceedings with respect to any demands for appraisal under the PBCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Omnicom, settle or offer to settle any such demands.

Conversion of Capital Stock. (a) At the First Effective Time, each share of the Company’s 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 (including 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, Parent or Sub, be converted into the right to receive $3.25 per share 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 First Merger and without any further action on the part of any stockholder Parent or Sub, be converted into one fully paid and nonassessable share of the Companycommon stock, Buyer or Merger Sub Ipar value one cent ($0.01) per share, each share of Company Capital 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 held that are owned by Buyer, Merger Subs or the Company in as treasury stock and any shares of Common Stock owned by Parent or otherwiseSub immediately prior to the Effective Time (including, shall for the avoidance of doubt, the Rollover Shares) shall, at the Effective Time, be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor therefor. (such shares, “Cancelled Shares”). d) At the First Effective Time, by virtue of the First Merger and without any action on the part of any Company Stockholder (other than compliance with Section 3.7(b) by the applicable holder), each share of Company Capital Common Stock (a “Share”converted into the right to receive the Merger Consideration without any interest thereon pursuant to Section 3.1(a) that is issued shall automatically cease to exist and outstanding the holders immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number of shares of Company Capital Stock, which shall have been automatically cancelled in exchange for outstanding Common Stock not represented by certificates (“Book-Entry Shares”) and the right to receive cash in the Reverse Split, and shall be determined after giving effect to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such sharecertificates that, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled and, in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Time. (c) From and after the First Effective Time, represent shares of outstanding Common Stock (ithe “Certificates”) the Company Stockholders shall cease to have any rights as stockholders 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 Common Stock held by them. The Merger Consideration paid upon the surrender for exchange of the Company and (ii) Certificates or the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth Book-Entry Shares in accordance with Section 3.7 3.2 shall be deemed to have been paid in full satisfaction of all rights and privileges pertaining to the Common Stock exchanged theretofore and represented by such Certificates or Book-Entry Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafter. (de) At If at any time between the Second Effective Time, by virtue date of this Agreement and the Second Merger and without any action on the part of Buyer or Merger Sub II, each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and, any change in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common Common Stock shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the amount of the Final Surviving Corporation immediately following the Second Effective TimeMerger Consideration as provided in Section 3.1(a) shall be equitably adjusted to reflect such change.

Conversion of Capital Stock. Pursuant to the Step One Merger, and without any action on the part of the holders of any outstanding shares of capital stock or securities of the Company: (a) At the First Effective Time, by virtue of the First Step One Merger and without any further action on the part of Parent, the Company or any stockholder shareholder of the Company, Buyer or Merger Sub ICompany but subject to the other provisions of Article II of this Agreement, each share of Company Capital Common Stock held by Buyerthen issued and outstanding, Merger Subs or the Company other than Excluded Shares (as such term is defined in treasury or otherwiseSection 2.1(h) below) and Dissenting Shares, if any, shall be cancelled and retired converted into and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of any Company Stockholder (other than compliance with Section 3.7(b) by the applicable holder), each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive receive, at the election of the holder thereof as provided in Section 2.1(c), either: (i) cash in the Reverse Split, and shall be determined after giving effect an amount equal to the conversion sum of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares $8.00 (such amount, as adjusted pursuant to Section 2.1(e), the "Average Cash Per Share") and (B) shares the product of Company Capital Stock held by Persons who object (x) 0.335 (such number of shares, as adjusted pursuant to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”Section 2.1(e), shall thereupon be cancelled and converted into and become the right to receive"Average Stock Per Share") multiplied by (y) the Average Closing Price (such amount, in each case as set forth on the Closing Date Allocation Schedule: "Cash Consideration "); or (iii) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares shares of Parent Common Stock equal to the sum of (A) the Average Stock Per Share and (B) the quotient (x) such Share’s Pro Rata the Average Cash Per Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share PriceAverage Closing Price (the "Stock Consideration" and together with the Cash Consideration, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVR”"Merger Consideration"), and upon the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled and, in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Time. (c) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time and no transfer of Shares Company Common Stock by any such holder shall thereafter be made thereafter. (d) At or recognized. If, after the Second Effective Time, by virtue Company Certificates are properly presented in accordance with Article II of this Agreement to the Second Merger Exchange Agent, such certificates shall be canceled and without exchanged for certificates representing the number of whole shares of Parent Common Stock, if any, and/or a check representing the amount of cash, if any, into which the Company Common Stock represented thereby was converted in the Mergers, plus any action on the part of Buyer or Merger Sub II, each payment for a fractional share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the Final Surviving Corporation immediately following the Second Effective TimeParent Common Stock.

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of --------------------------- the First Merger and without any further action on the part of any stockholder of the Company, Buyer or Merger Sub I, each share of Company Capital Stock held by Buyer, Merger Subs or the Company in treasury or otherwise, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of any Parent, Merger Sub, the Company Stockholder or their respective stockholders: (a) Subject to the other than compliance with Section 3.7(b) by the applicable holder)provisions of this Article II, each share of Company Capital Common Stock (a “Share”as defined in Section 3.4) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude other than any non-whole number shares of Company Capital StockCommon Stock to be cancelled pursuant to Section 2.1(b) and Dissenting Common Stock (as defined in Section 2.4)), which including the associated preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement ------ dated as of September 14, 1998 between the Company and Mellon Investor Services, LLC (the "Rights Agreement"), shall have been automatically cancelled in exchange for be converted into and represent ---------------- the right to receive (i) 1.24 (the "Exchange Ratio") shares of Parent Class A -------------- Common Stock (as defined in Section 4.4) (the "Stock Consideration") and (ii) ------------------- $8.00 in cash in without interest (the Reverse Split"Cash Consideration," and together with ------------------ the Stock Consideration, the "Merger Consideration"). Subject to the other -------------------- provisions of this Article II, as of the Effective Time, each such share of Company Common Stock shall, by virtue of the Merger, cease to be outstanding and shall be determined after giving effect cancelled and retired, and each holder of a certificate representing any such shares shall thereafter cease to have any rights with respect thereto except the conversion right to receive (i) the Merger Consideration payable in respect of all such shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number certain dividends and other distributions in accordance with Section 2.3(c) and (iii) cash in lieu of CVRs equal to the denominator fractional shares of Parent Class A Common Stock in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreementaccordance with Section 2.2(a), without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreementinterest. (b) At the First Effective Time, by virtue Each share of capital stock of the First Merger and without any action on Company held in the part treasury of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time Company shall be cancelled and, in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the retired and no Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares or any other payment shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Timemade in respect thereof. (c) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafter. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub II, each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation Each issued and outstanding immediately prior to the Second Effective Time share of capital stock of Merger Sub shall be cancelled and, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation remain outstanding and shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common represent capital stock of the Final Surviving Corporation immediately following the Second Effective Time; provided, that if, -------- pursuant to Section 1.6, the Company is the Surviving Corporation in the Merger, then each issued and outstanding share of capital stock of Merger Sub shall be converted into one issued and outstanding share of capital stock of the Surviving Corporation following the Effective Time.

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of the Company, Parent, Merger Sub, or any stockholder holder of any stock or other equity ownership interest of the Company, Buyer Parent or Merger Sub ISub: (a) Each share (each, each a “Share” and collectively, the “Shares”) of 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 stockholders (“Dissenting Stockholders”) who have perfected and not withdrawn a demand for, or lost their right to, appraisal pursuant to Section 262 of the DGCL with respect to such Shares) shall be converted into the right to receive the highest price per share of Company Capital Stock held by Buyer, Merger Subs or the Company Common Stock paid pursuant to the Offer, in treasury or otherwisecash and 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 no consideration each holder of a certificate 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 such certificate in accordance with Section 4.2. (b) 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 the Effective Time shall be delivered or receivable in exchange therefor cancelled and extinguished without any conversion thereof and no payment shall be made with respect thereto. (such shares, “Cancelled Shares”). c) At the First Effective Time, by virtue of the First Merger and without any action on the part of any Company Stockholder (other than compliance with Section 3.7(b) by Parent as the applicable holder)sole stockholder of Merger Sub, each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive cash in the Reverse Split, and shall be determined after giving effect to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, stock of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled and, in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares converted into one share of common stock of the First Step Surviving Corporation immediately following the First Effective TimeCorporation. (c) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafter. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub II, each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the Final Surviving Corporation immediately following the Second Effective Time.

Conversion of Capital Stock. (a) At On the First terms and subject to the conditions set forth in this Agreement, at the Effective Time, by virtue of the First Merger and without any further action on the part of any stockholder of the Company, Buyer or Merger Sub I, each share of Company Capital Stock held by Buyer, Merger Subs or the Company in treasury or otherwise, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer, Company, Merger Sub or any Company Stockholder Securityholder: (other than compliance with Section 3.7(ba) by the applicable holder), each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares share of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive cash in the Reverse Split, and Merger Sub Common Stock shall be determined after giving effect to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and shall become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled and, in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Time. (c) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafter. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub II, each one share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued Corporation; (b) each share of Company Capital Stock that is held by the Company as treasury stock or owned by the Company or owned by Buyer or any Subsidiary or Affiliate of Buyer and any shares of preferred stock of the Company or Company Convertible Securities 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 2.8(b), each share of Company Capital Stock then outstanding (other than the securities cancelled or retired pursuant to Section 2.8(b)) shall be converted into the right to receive, without interest and subject to (d), the following payments: (i) the Closing Per Share Merger Consideration, which shall be paid to each Securityholder based on the Closing Per Share Merger Consideration multiplied by the number of shares of Company Capital Stock held by each such Securityholder immediately prior to the Second Effective Time, as set forth on Schedule I; and (ii) (A) the quotient obtained by dividing any Contingent Payments or Earned Royalty Payments that become due and payable in accordance with Section 2.10, minus any applicable Contingent Payment Deal Fees, by the number of Outstanding Shares, (B) the quotient obtained by dividing any cash disbursements made to the Paying Agent for further distribution to the Securityholders by the number of Outstanding Shares, and (C) the quotient obtained by dividing the amount of any payment due to Securityholders pursuant to Section 2.12(c) or Section 2.12(d) as applicable by the number of Outstanding Shares, with each of the foregoing payments in clauses (A), (B) and (C) being made to each Securityholder in accordance with its Pro Rata Percentage; (d) the shares of Company Capital Stock converted into the right to receive cash in accordance with this Section 2.8 shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time shall be cancelled and, in exchange for the cancellation of represented any such shares of First Step Surviving Corporation common stock(a “Certificate”) shall cease to have any rights with respect thereto, except the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute right to receive the only outstanding shares of common stock of the Final Surviving Corporation immediately following the Second Effective TimeMerger Consideration.

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of any stockholder of the Company, Buyer Merger Sub, or the shareholders of the Company: (a) Each share of common stock, par value $0.01 per share, of Merger Sub Iimmediately prior to the Effective Time shall remain as one share of common stock, each par value $0.01 per share, of the Surviving Corporation. (b) Each share of Company Capital Common Stock held issued and outstanding immediately prior to the Effective Time shall be canceled without consideration. (c) Each share of the Company’s 8.75% Series B Cumulative Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Series B Preferred Stock owned by Buyer, Merger Subs or the Company in treasury or otherwise, any direct or indirect wholly-owned subsidiary of the Company and (ii) Dissenting Shares (as defined below)) shall be cancelled and retired converted into, and shall cease be canceled in exchange for, the right to existreceive $26.00 in cash, without interest and less any applicable withholding taxes. (d) Each share of the Company’s 9.00% Series C Cumulative Preferred Stock, par value $0.01 per share (the “Series C Preferred Stock”, and no consideration together with the Series B Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than (i) shares of Series C Preferred Stock owned by the Company or any direct or indirect wholly-owned subsidiary of the Company and (ii) Dissenting Shares (as defined below)) shall be delivered or receivable converted into, and shall be canceled in exchange therefor for, the right to receive $26.00 in cash, without interest and less any applicable withholding taxes (such sharesthe aggregate cash consideration payable pursuant to Section 2.1(c) and this Section 2.1(d), the “Merger Consideration”). (e) Each share of the Series D Preferred Stock, issued and outstanding immediately prior to the Effective Time shall be canceled without consideration. (f) Each share of Preferred Stock owned by the Company or any direct or indirect wholly-owned subsidiary of the Company and each Dissenting Share (collectively, “Cancelled Excluded Shares”). At the First Effective Time) shall, by virtue of the First Merger and without any action on the part of any Company Stockholder (other than compliance with Section 3.7(b) by the applicable holder), each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive cash in the Reverse Split, and shall be determined after giving effect to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions holder of the DGCL concerning the rights of holders of Company Capital Stock Excluded Share, cease to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such sharebe outstanding, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled and, in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, any consideration therefor and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Time. (c) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Sharesexist, subject to any rights the continuing rights of the Company Stockholders holder thereof may have under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafterSection 2.4. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub II, each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the Final Surviving Corporation immediately following the Second Effective Time.

Conversion of Capital Stock. Pursuant to the Step One Merger, and without any action on the part of the holders of any outstanding shares of capital stock or securities of the Company: (a) At the First Effective Time, by virtue of the First Step One Merger and without any further action on the part of Parent, the Company or any stockholder shareholder of the Company, Buyer or Merger Sub ICompany but subject to the other provisions of Article II of this Agreement, each share of Company Capital Common Stock held by Buyerthen issued and outstanding, Merger Subs or the Company other than Excluded Shares (as such term is defined in treasury or otherwiseSection 2.1(h) below) and Dissenting Shares, if any, shall be cancelled and retired converted into and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of any Company Stockholder (other than compliance with Section 3.7(b) by the applicable holder), each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive receive, at the election of the holder thereof as provided in Section 2.1(c), either: (i) cash in the Reverse Split, and shall be determined after giving effect an amount equal to the conversion sum of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares $8.00 (such amount, as adjusted pursuant to Section 2.1(e), the “Average Cash Per Share”) and (B) shares the product of Company Capital (x) 0.335 (such number of shares, as adjusted pursuant to Section 2.1(e), the “Average Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Per Share”) multiplied by (y) the Average Closing Price (such amount, the “Cash Consideration ”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: ; or (iii) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares shares of Parent Common Stock equal to the sum of (A) the Average Stock Per Share and (B) the quotient (x) such Share’s Pro Rata the Average Cash Per Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share PriceAverage Closing Price (the “Stock Consideration” and together with the Cash Consideration, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVRMerger Consideration”), and upon the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled and, in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Time. (c) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time and no transfer of Shares Company Common Stock by any such holder shall thereafter be made thereafter. (d) At or recognized. If, after the Second Effective Time, by virtue Company Certificates are properly presented in accordance with Article II of this Agreement to the Second Merger Exchange Agent, such certificates shall be canceled and without exchanged for certificates representing the number of whole shares of Parent Common Stock, if any, and/or a check representing the amount of cash, if any, into which the Company Common Stock represented thereby was converted in the Mergers, plus any action on the part of Buyer or Merger Sub II, each payment for a fractional share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the Final Surviving Corporation immediately following the Second Effective TimeParent Common Stock.

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of the Company, Parent, Merger Sub or the holders of any stockholder shares of capital stock of the Company, Buyer Parent or Merger Sub I, each Sub: (a) Each share of common stock, par value $0.001 per share, of the Company Capital Stock (a “Share”) 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 $19.25 in cash, without interest, and subject to deduction for any required withholding Tax (the “Merger Consideration”). As of the Effective Time, all Shares issued and outstanding immediately prior to the Effective Time 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 BuyerParent, Merger Subs Sub or any wholly-owned Subsidiary of the Company immediately prior to the Effective Time (in treasury or otherwiseeach case, other than any such Shares held on behalf of third parties) shall automatically be cancelled and retired canceled and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of any Company Stockholder (other than compliance with Section 3.7(b) by the applicable holder), each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive cash in the Reverse Split, and shall be determined after giving effect to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreementtherefor. (bc) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each Each share of common stock, par value $0.0001 0.01 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled andconverted into and become one validly issued, in exchange for the cancellation of such shares of Merger Sub I common stock fully paid and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Time. (c) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafter. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub II, each non-assessable share of common stock, par value $0.0001 0.01 per share, of the First Step Surviving Corporation issued Corporation. (d) If at any time during the period between the date of this Agreement and outstanding immediately prior to the Second Effective Time shall be cancelled andTime, any change in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common capital stock of the Final Surviving Corporation immediately following Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, or any merger, consolidation or other event or similar transaction, the Second Effective TimeMerger Consideration shall be equitably adjusted, to reflect such event 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 2.1(d) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of any stockholder of the Company, Buyer or Merger Sub I, each share of Company Capital Stock held by Buyer, Merger Subs or the Company in treasury or otherwise, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of any Company Stockholder (other than compliance with Section 3.7(b) by Parent, Merger Sub or the applicable holder)Company, each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive cash in the Reverse Split, and shall be determined after giving effect to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of or their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreement.respective shareholders: (ba) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each Each share of common stock, par value $0.0001 0.001 per share, of Merger Sub I (“Merger Sub Common Stock”) issued and outstanding immediately prior to the First Effective Time shall be cancelled andconverted into one validly issued, in exchange for the cancellation of such shares of Merger Sub I common stock fully paid and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares non-assessable share of common stock of the First Step Surviving Corporation immediately following Corporation. Such newly issued shares shall thereafter constitute all of the First Effective Timeissued and outstanding capital stock of the Surviving Corporation. (cb) From and after Subject to the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders other provisions of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafter. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub IIIII, each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation Company Common Stock issued and outstanding immediately prior to the Second Effective Time (other than shares to be cancelled and retired in accordance with Section 3.1(c) shall be converted into and represent the right to receive, and shall be exchangeable for (as provided in Section 3.2) the Per Share Amount, in cash and without interest (the “Merger Consideration”). (c) Each share of Company Common Stock held in treasury of the Company and each share of Company Common Stock owned by Merger Sub, Parent or any direct or indirect wholly owned subsidiary of Parent or of the Company immediately prior to the Effective Time shall be cancelled andcanceled and retired without any conversion thereof and shall cease to exist, and no payment or distribution shall be made and no consideration of any kind shall be delivered in exchange for thereof. (d) Except as set forth in Section 3.1(c), at the cancellation Effective Time, each share of Company Common Stock converted into the right to receive the Merger Consideration pursuant to Section 3.1(b) shall be automatically canceled and shall cease to exist, and the holders immediately prior to the Effective Time of Certificates and Book Entry Shares shall cease to have any rights with respect to such Company Common Stock other than the right to receive, upon surrender of such shares of First Step Surviving Corporation common stockBook Entry Shares or Certificates in accordance with Section 3.2, the Final Surviving Corporation shall issue an equivalent number Merger Consideration for each share of shares of common stock, par value $0.0001 per share, all of which shares shall be Company Common Stock held by Buyer, and which shall constitute the only outstanding shares of common stock of the Final Surviving Corporation immediately following the Second Effective Timethem.

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of any stockholder of the Company, Buyer or Merger Sub I, each share of Company Capital Stock held by Buyer, Merger Subs or the Company in treasury or otherwise, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of the Company, Parent, Merger Sub or the holders of any Company Stockholder (other than compliance with Section 3.7(b) by the applicable holder), each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive cash in the Reverse Split, and shall be determined after giving effect to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled and, in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common capital stock of the First Step Surviving Corporation immediately following the First Effective Time.Company, Parent or Merger Sub: (ca) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafter. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub II, each Each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation Company (such shares, collectively, the “Shares”) issued and outstanding immediately prior to the Second Effective Time (other than (i) Shares to be cancelled 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 (x) 0.0483 of a validly issued, fully paid and nonassessable share of Parent Common Stock, subject to Section 2.6 with respect to fractional shares (the “Stock Consideration”) and (y) $10.50 in cash (the “Cash Consideration” and together with the Stock Consideration, the “Merger Consideration”), without interest. As of the Effective Time, all Shares issued and outstanding immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled andand 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, and any dividends or other distributions payable pursuant to Section 2.3(k) and cash in lieu of any fractional shares payable pursuant to Section 2.6. (b) Each Share held in the treasury of the Company or owned, directly or indirectly, 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 for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares therefor. (c) Each share of common stock, par value $0.0001 0.01 per share, all of which shares Merger Sub issued and outstanding immediately prior to the Effective Time shall be held by Buyerconverted 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 with the same rights, powers, and which privileges as the shares so converted and shall constitute the only outstanding shares of common capital stock of the Final Surviving Corporation immediately following Corporation. (d) If at any time during the Second period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of Parent or the Company, or securities convertible into or exchangeable into or exercisable for shares of such capital stock, shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, merger or other similar transaction, the Merger Consideration shall be equitably adjusted, without duplication, to reflect such change.

Conversion of Capital Stock. Pursuant to the Step One Merger, and without any action on the part of the holders of any outstanding shares of capital stock or securities of the Company: (a) At the First Effective Time, by virtue of the First Step One Merger and without any further action on the part of Parent, the Company or any stockholder shareholder of the Company, Buyer or Merger Sub ICompany but subject to the other provisions of Article II of this Agreement, each share of Company Capital Common Stock held by Buyerthen issued and outstanding, Merger Subs or the Company other than Excluded Shares (as such term is defined in treasury or otherwiseSection 2.1(h) below) and Dissenting Shares, if any, shall be cancelled and retired converted into and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of any Company Stockholder (other than compliance with Section 3.7(b) by the applicable holder), each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive receive, at the election of the holder thereof as provided in Section 2.1(c), either: (i) cash in the Reverse Split, and shall be determined after giving effect an amount equal to the conversion sum of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares $8.00 (such amount, as adjusted pursuant to Section 2.1(e), the “Average Cash Per Share”) and (B) shares the product of Company Capital (x) 0.335 (such number of shares, as adjusted pursuant to Section 2.1(e), the “Average Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Per Share”) multiplied by (y) the Average Closing Price (such amount, the “Cash Consideration”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: ; or (iii) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares shares of Parent Common Stock equal to the sum of (A) the Average Stock Per Share and (B) the quotient (x) such Share’s Pro Rata the Average Cash Per Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share PriceAverage Closing Price (the “Stock Consideration” and together with the Cash Consideration, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVRMerger Consideration”), and upon the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled and, in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Time. (c) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time and no transfer of Shares Company Common Stock by any such holder shall thereafter be made thereafter. (d) At or recognized. If, after the Second Effective Time, by virtue Company Certificates are properly presented in accordance with Article II of this Agreement to the Second Merger Exchange Agent, such certificates shall be canceled and without exchanged for certificates representing the number of whole shares of Parent Common Stock, if any, and/or a check representing the amount of cash, if any, into which the Company Common Stock represented thereby was converted in the Mergers, plus any action on the part of Buyer or Merger Sub II, each payment for a fractional share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the Final Surviving Corporation immediately following the Second Effective TimeParent Common Stock.

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of the holders of any stockholder securities of the CompanyCompany or common stock, Buyer or Merger Sub Ipar value $0.01 per share, each of Purchaser (the “Purchaser Common Stock”), the manner and basis of converting the Shares and the Purchaser Common Stock shall be as follows: (a) Each share of Company Capital Purchaser Common Stock held issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation, which, together with the Shares owned by Buyerany Subsidiary of Parent (other than Purchaser), Merger Subs Purchaser or the Company in treasury or otherwiseas contemplated by Section 2.1(b), will constitute the only issued and outstanding shares of capital stock of the Surviving Corporation immediately after the Effective Time. (b) All Shares that are owned by Parent and Purchaser (not held on behalf of third parties) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such sharestherefor, “Cancelled Shares”). At the First Effective Time, and all Shares owned by virtue any Subsidiary of the First Merger and without any action on the part of any Company Stockholder Parent (other than compliance Purchaser), Purchaser or the Company shall remain outstanding and unaffected by the Merger. (c) Each Share (other than Shares to be cancelled in accordance with Section 3.7(b2.1(b) by the applicable holder), each share of Company Capital Stock (a “Share”and other than Dissenting Shares) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for be converted into the right to receive cash in the Reverse SplitOffer Price, and shall be determined after giving effect payable to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, holder thereof in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreementcash, without interest (each, a the “CVRMerger Consideration”). From and after the Effective Time, all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate formerly representing any such Shares shall cease to have any rights with respect thereto, other than the right to receive the Merger Consideration therefor upon the terms and subject to the conditions surrender of this Agreementsuch certificate in accordance with Section 2.2, without interest thereon. (bd) At The Merger Consideration shall be adjusted appropriately in the First Effective Timeevent the Company changes the number of Shares, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub Isecurities convertible or exchangeable into or exercisable for Shares, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled andas a result of a stock split, in exchange for reverse stock split, stock dividend (including any dividend or distribution of securities convertible into the cancellation Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination or other like change with respect to the Common Stock occurring on or after the date of such shares of Merger Sub I common stock this Agreement and prior to the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Time. (c) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafter. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub II, each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the Final Surviving Corporation immediately following the Second Effective Time.

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of any stockholder of the Company, Buyer or Merger Sub I, each share of Company Capital Stock held by Buyer, Merger Subs or the Company in treasury or otherwise, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of any Parent, Merger Sub, the Company Stockholder or their respective stockholders: (a) Subject to the other than compliance with Section 3.7(b) by the applicable holder)provisions of this Article II, each share of Company Capital Common Stock (a “Share”as defined in Section 3.4) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude other than any non-whole number shares of Company Capital StockCommon Stock to be cancelled pursuant to Section 2.1(b) and Dissenting Common Stock (as defined in Section 2.4)), which including the associated preferred stock purchase rights (the "Rights") issued pursuant to the Rights Agreement dated as of September 14, 1998 between the Company and Mellon Investor Services, LLC (the "Rights Agreement"), shall have been automatically cancelled in exchange for be converted into and represent the right to receive (i) 1.24 (the "Exchange Ratio") shares of Parent Class A Common Stock (as defined in Section 4.4) (the "Stock Consideration") and (ii) $8.00 in cash in without interest (the Reverse Split"Cash Consideration," and together with the Stock Consideration, the "Merger Consideration"). Subject to the other provisions of this Article II, as of the Effective Time, each such share of Company Common Stock shall, by virtue of the Merger, cease to be outstanding and shall be determined after giving effect cancelled and retired, and each holder of a certificate representing any such shares shall thereafter cease to have any rights with respect thereto except the conversion right to receive (i) the Merger Consideration payable in respect of all such shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections 3.8(c)(ii) and 3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number certain dividends and other distributions in accordance with Section 2.3(c) and (iii) cash in lieu of CVRs equal to the denominator fractional shares of Parent Class A Common Stock in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreementaccordance with Section 2.2(a), without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreementinterest. (b) At the First Effective Time, by virtue Each share of capital stock of the First Merger and without any action on Company held in the part treasury of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time Company shall be cancelled and, in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the retired and no Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares or any other payment shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Timemade in respect thereof. (c) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafter. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub II, each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation Each issued and outstanding immediately prior to the Second Effective Time share of capital stock of Merger Sub shall be cancelled and, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation remain outstanding and shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common represent capital stock of the Final Surviving Corporation immediately following the Second Effective Time; provided, that if, pursuant to Section 1.6, the Company is the Surviving Corporation in the Merger, then each issued and outstanding share of capital stock of Merger Sub shall be converted into one issued and outstanding share of capital stock of the Surviving Corporation following the Effective Time.

Conversion of Capital Stock. (a) At the First Effective Time, by virtue of the First Merger and without any further action on the part of any stockholder of the Company, Buyer or Merger Sub I, each share of Company Capital Stock held by Buyer, Merger Subs or the Company in treasury or otherwise, shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered or receivable in exchange therefor (such shares, “Cancelled Shares”). At the First Effective Time, by virtue of the First Merger and without any action on the part of any Company Stockholder (other than compliance with Section 3.7(b‎3.7(b) by the applicable holder), each share of Company Capital Stock (a “Share”) that is issued and outstanding immediately prior to the First Effective Time (which, for clarity, shall exclude any non-whole number shares of Company Capital Stock, which shall have been automatically cancelled in exchange for the right to receive cash in the Reverse Split, and shall be determined after giving effect to the conversion of all shares of Company Preferred Stock into Company Common Stock), other than (A) Cancelled Shares and (B) shares of Company Capital Stock held by Persons who object to the First Merger and comply with the provisions of the DGCL concerning the rights of holders of Company Capital Stock to dissent from the First Merger and require appraisal of their shares of Company Capital Stock (each such share, a “Dissenting Share”), shall thereupon be cancelled and converted into and become the right to receive, in each case as set forth on the Closing Date Allocation Schedule: (i) subject to Sections ‎ 3.8(c)(ii) and 3.14‎3.14, a number of Buyer Ordinary Shares equal to (x) such Share’s Pro Rata Share of the Aggregate Non-CVR Closing Consideration Amount, divided by (y) the Buyer Share Price, plus (ii) a number of CVRs equal to the denominator in the Reverse Split, in each case, upon the terms and subject to the conditions of the CVR Agreement, without interest (each, a “CVR”), and upon the terms and subject to the conditions of this Agreement. (b) At the First Effective Time, by virtue of the First Merger and without any action on the part of Buyer or Merger Sub I, each share of common stock, par value $0.0001 per share, of Merger Sub I issued and outstanding immediately prior to the First Effective Time shall be cancelled and, in exchange for the cancellation of such shares of Merger Sub I common stock and the payment of the Merger Consideration by Buyer, the First Step Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the First Step Surviving Corporation immediately following the First Effective Time. (c) From and after the First Effective Time, (i) the Company Stockholders shall cease to have any rights as stockholders of the Company and (ii) the consideration paid to each Company Stockholder pursuant to this Article III ‎III upon the completion by such Company Stockholder of the exchange procedures set forth in Section 3.7 ‎3.7 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares, subject to the continuing rights of the Company Stockholders under this Agreement. At the First Effective Time, the transfer books of the Company shall be closed and no transfer of Shares shall be made thereafter. (d) At the Second Effective Time, by virtue of the Second Merger and without any action on the part of Buyer or Merger Sub II, each share of common stock, par value $0.0001 per share, of the First Step Surviving Corporation issued and outstanding immediately prior to the Second Effective Time shall be cancelled and, in exchange for the cancellation of such shares of First Step Surviving Corporation common stock, the Final Surviving Corporation shall issue an equivalent number of shares of common stock, par value $0.0001 per share, all of which shares shall be held by Buyer, and which shall constitute the only outstanding shares of common stock of the Final Surviving Corporation immediately following the Second Effective Time.