Common use of Conversion of Company Capital Stock Clause in Contracts

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2.

Conversion of Company Capital Stock. At the Effective TimeSubject to Sections 2.08 and 5.06, pursuant to this Agreement and by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub Sub, TCM or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock holders of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; andCapital Stock: (bi) Each each share of Company Common Stock outstanding immediately prior to the Effective Time shall be cancelled and extinguished and thereafter represent the right to receive 0.0289 of a share of TCM Common Stock (other than Excluded Shares the "Common Stock Exchange Ratio"); (ii) each share of Series D Preferred outstanding immediately prior to the Effective Time shall be cancelled and Dissenting Sharesextinguished and thereafter represent the right to receive one share of TCM Series A Preferred Stock; (iii) issued each share of Series E Preferred held by a Series E Affiliated Stockholder and outstanding immediately prior to the Effective Time shall be converted into cancelled and become extinguished and thereafter represent the right to receive 0.7300 one share of TCM Series A Preferred Stock; (the “Exchange Ratio”iv) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued Series E Preferred held by a Series E Preferred stockholder (other than a Series E Affiliated Stockholder) and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and thereafter represent the right receive $1,000; and (other than Excluded Sharesv) each share of Series F Preferred Stock outstanding immediately prior to Effective Time shall be cancelled and extinguished and thereafter represent the right to receive 22.56 shares of TCM Common Stock. As of the Effective Time, all such shares shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which a certificate that immediately prior to the Effective Time evidenced represented any such shares of Company Common Stock (each, a “"Certificate”") shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration therefor with respect thereto and any cash in lieu of fractional shares of TCM Capital Stock upon surrender of such Certificate in accordance with Section 3.22.07, without interest. The right of any Company Stockholder to receive its portion of the Merger Consideration in accordance with this Section 2.06(c) shall be subject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares Subject to Section 2.2(e) and Section 1.12, each share of the common stock, with par value $0.01 per share0.001, of the Company issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) held in treasury or ), except for shares of Company Common Stock owned directly by the Company, any Subsidiary of the CompanyParent, Merger Sub or the Company (in each case, other than in a fiduciary capacity) and except for Dissenting Shares (as defined in Section 1.11), shall be converted into the right to receive (i) $17.50 in cash (the “Cash Consideration”) and (ii) 0.30605 of a validly issued, fully paid and non-assessable share (the “Stock Consideration”) of Class A common stock, par value $0.01, of Parent (other than shares in trust accounts, managed accounts “Parent Common Stock”). The Cash Consideration and the like or Stock Consideration are sometimes referred to collectively herein as the “Merger Consideration.” (b) All of the shares held in satisfaction of a debt previously contracted) Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and retired and shall not represent capital stock cease to exist as of the Surviving Effective Time, and, subject to Section 1.11, each certificate previously representing any such shares of Company Common Stock (each a “Certificate”) shall thereafter represent only the right to receive (A) the Merger Consideration and (B) cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.6 and Section 2.2(e), as well as any dividends or distributions to which holders of Company Common Stock are entitled in accordance with Section 2.2(b). If, prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall not be have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an appropriate and proportionate adjustment shall be made to the Merger Consideration. Shares . (c) At the Effective Time, (1) all shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as owned by Parent, Merger Sub or the Company (in each case, other than in a fiduciary capacity) (the “Excluded Cancelled Shares”; and ) shall be cancelled and shall cease to exist and no stock of Parent, cash or other consideration shall be delivered in exchange therefor and (b2) Each each share of Company Common Stock held by any direct or indirect wholly-owned Subsidiary of Parent (other than Excluded Shares and Dissenting SharesMerger Sub) or the Company, in each case, immediately prior to the Effective Time, shall be converted into the right to receive the Merger Consideration. (d) The sole limited liability company interest of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to remain outstanding as the “Merger Consideration”). Effective as sole limited liability company interest of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2Surviving Entity.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (bi) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded shares canceled pursuant to Section 3.1(a) and, except as provided in Section 3.8, the Dissenting Shares) shall no longer be outstanding converted into the right to receive the Common Merger Consideration. Each such share of Company Common Stock to be converted into the right to receive the Common Merger Consideration as provided in the immediately prior sentence shall, by virtue of the Merger and shall without any action on the part of the holders thereof, be automatically be canceled and retired and shall cease to exist, and each holder the holders of certificates or evidence of shares in book-entry form (the “Common Certificates”) which immediately prior to the Effective Time evidenced shares of represented such Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect theretoto such Company Common Stock other than the right to receive, upon surrender of such Common Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.7), the Common Merger Consideration, without interest thereon, for each such share of Company Common Stock held by them; provided that to the extent such Common Merger Consideration consists of a portion of the Escrow Remainder, such portion of the Common Merger Consideration shall not be distributed to the holders of Company Common Stock at Closing, except until such times, and in such amounts, provided for in the Escrow Agreement. (ii) Each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 3.1(a) and, except as provided in Section 3.8, the Dissenting Shares) shall be converted into the right to receive (x) in the case of each share of Company Preferred Stock held by a Stockholder that is not, or otherwise Beneficially Owned by any Person that is not, an Accredited Investor, the status of which has been reasonably verified pursuant to the provisions of Section 3.2(g) hereof (the aggregate number of such shares of Company Preferred Stock, the “Non-Accredited Preferred Share Number”), cash in an amount equal to the Preferred Merger Consideration (provided that to the extent there is a Preferred Escrow Remainder, the Per Share Preferred Escrow Remainder shall be substituted for an equivalent amount of such cash) and (y) in the case of each other share of Company Preferred Stock, (A) that number of shares of Parent Common Stock (the “Stock Number”) equal to the quotient of (x) the Stock Consideration divided by (y) (I) the Total Preferred Share Number minus (II) the Non-Accredited Preferred Share Number and (B) cash in an amount equal to the Preferred Merger Consideration minus the Stock Number (valued at the Deemed Value). Each such share of Company Preferred Stock to be converted into the right to receive the Preferred Merger Consideration therefor (provided that to the extent there is a Preferred Escrow Remainder, the Per Share Preferred Escrow Remainder shall be substituted for an equivalent amount of such cash) as provided in the immediately prior sentence shall, by virtue of the Merger and without any action on the part of the holders thereof, be automatically canceled and shall cease to exist, and the holders of certificates (the “Preferred Certificates” and together with the Common Certificates, the “Certificates”) which immediately prior to the Effective Time represented such Company Preferred Stock shall cease to have any rights with respect to such Company Preferred Stock other than the right to receive, upon surrender of such Certificate Preferred Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.23.7, the Preferred Merger Consideration, without interest thereon, for each such share of Preferred Common Stock held by them; provided that, to the extent such Preferred Merger Consideration consists of Stock Consideration, each holder and to the extent required under Rule 501 any Beneficial Owner, of such Company Preferred Stock shall be required to make the representations and warranties, comply with the agreements and covenants, and provide the information required as set forth in Schedule 3.1(b)(ii) of the Parent Disclosure Schedule and Section 3.2(g) prior to the receipt of such Stock Consideration. (iii) Nothing in this Section 3.1 shall be construed to limit any restrictions that may arise under other provisions of this Agreement on actions of any Acquired Company or the Stockholders that would cause any change in the outstanding shares of Company Capital Stock on or after the Execution Date, including as a result of any reclassification, recapitalization, stock split (including reverse stock split), merger, combination, exchange or readjustment of shares, subdivision or other similar transaction, or any stock dividend thereon. (iv) No certificates or scrip representing fractional shares of Parent Common Stock will be issued upon the surrender for exchange of shares of Company Capital Stock, but in lieu thereof each holder of Company Capital Stock who would otherwise be entitled to a fraction of a share of Parent Common Stock upon surrender for exchange of Company Capital Stock (after aggregating all fractional shares of Parent Common Stock to be received by such holder) shall receive an amount of cash (rounded up to the nearest whole cent), without interest, equal to the product of such fraction multiplied by the Average Parent Stock Price. Payment shall occur as soon as practicable after the determination of the amount of cash, if any, to be paid to each former holder of Company Capital Stock with respect to any fractional shares and following compliance with the surrender and payment procedures set forth in Section 3.2 and in the Letter of Transmittal. No dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional shares and such fractional share interest shall not entitle the owner thereof to any rights of a shareholder of Parent.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the any holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Subthereof: (a) All shares of common stock, par value $0.01 per share, of Each issued and outstanding Share at the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent Effective Time (other than shares (i) Shares to be cancelled in trust accounts, managed accounts accordance with Section 2.4(b) and the like or shares held in satisfaction of a debt previously contracted(ii) Dissenting Shares) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be automatically converted into and become the right to receive 0.7300 an amount in cash equal to the Offer Price, without interest (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as As of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) all such Shares shall no longer be outstanding and shall automatically be canceled cancelled and retired extinguished and shall cease to exist, and each holder of certificates a Certificate representing any such Shares or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) any Uncertificated Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with the procedures set forth in Article III, without interest, and subject to any withholding of Taxes required by applicable Law. (b) Each Share (i) issued and outstanding immediately prior to the Effective Time that is owned by Parent, Merger Sub or any of their respective Subsidiaries or Affiliates or (ii) that is owned by the Company or any of its Subsidiaries immediately prior to the Effective Time shall be automatically cancelled and retired and cease to exist, and no payment or distribution shall be made with respect thereto. (c) All Shares cancelled and converted pursuant to Section 3.22.4(a) shall no longer be outstanding and shall automatically be cancelled and retired and cease to exist, and each holder of a certificate representing any Shares (each, a “Certificate”) and each holder of an uncertificated Share represented by book entry (each such Share, an “Uncertificated Share”) outstanding immediately prior to the Effective Time shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration in accordance with the procedures set forth in Article III.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the any holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Subthereof: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (bi) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Sharesshares canceled pursuant to Section 2.1(b), if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive 0.518 of a fully paid and nonassessable share (the "EXCHANGE RATIO") of Parent Common Stock and (ii) each share of the Company's Series A Cumulative Redeemable Preferred Stock, par value $.01 per share (the "COMPANY PREFERRED STOCK"), issued and outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 2.1(b), if any) shall be canceled and shall by virtue of the Merger and without any action on the part of the holder thereof be converted automatically into the right to receive one fully paid and nonassessable share of Parent cumulative redeemable voting preferred stock, without par value (the "PARENT VOTING PREFERRED STOCK"). Immediately prior to the Effective Time, the articles of incorporation of Parent shall be amended in accordance with Ohio law in order to create the Parent Voting Preferred Stock, which will have the same terms and rights as the Company Preferred Stock, including with respect to distribution and rights upon liquidation, dissolution or winding up, except that each share of the Parent Voting Preferred Stock shall be entitled to cast one (1) vote on all matters that holders of Parent Common Stock shall be entitled to vote on, but shall otherwise be pari passu with all Parent Preferred Stock as to distributions and rights upon liquidation, dissolution or winding up. Except as otherwise required by Law, the holders of Parent Voting Preferred Stock shall vote together with the holders of Parent Common Stock as a single class. The shares of Parent Common Stock and Parent Voting Preferred Stock that will be issued in the Merger are referred to herein as the "MERGER CONSIDERATION". (b) Each share of Company Common Stock and Company Preferred Stock (collectively, "COMPANY STOCK") issued and outstanding immediately prior to the Effective Time that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto. (c) At the Effective Time, all shares of the Company Stock converted pursuant to Section 2.1(a) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced a certificate ("CERTIFICATE") representing any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.22.1(a). (d) Each share of common stock, without par value per share, and each share of preferred stock, without par value per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, without par value per share, and preferred stock, without par value per share, respectively, of the Surviving Corporation.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Company, Parent, the Company Merger Sub or the holder holders of any of the shares of Company Common Stock, Parent Stock or any capital stock of Company, Parent, or Merger Sub: (a) All shares each share of common stock, par value $0.01 per share, of Company (such shares, collectively, the Company “Shares”) issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled or to remain outstanding in accordance with Section 2.1(b)) shall thereupon be converted automatically into and shall thereafter represent only the right to receive $29.00 in cash payable to the holder thereof, without interest (the “Company Common StockMerger Consideration”), subject to deduction for any required withholding Tax; (b) each Share held in treasury or owned directly by the Company, any Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor; provided that, for the avoidance of doubt, each Share that is owned by a direct or indirect wholly owned Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) Company shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”remain outstanding; and (bc) Each each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) one validly issued, fully paid and nonassessable shares non-assessable share of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with Surviving Corporation. If at any cash in lieu time during the period between the date of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of this Agreement and the Effective Time, each share of Company Common Stock issued and any change in the outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock capital stock of Company, or securities convertible into, exchangeable into or exercisable for shares of the capital stock of Company, respectively, shall occur as a result of any reclassification, recapitalization, stock split (eachincluding a reverse stock split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a “Certificate”) shall cease to have any rights with respect theretorecord date during such period, except the right to receive the Merger Consideration therefor upon surrender shall be equitably adjusted, if necessary and without duplication, to reflect such change; provided, that nothing in this sentence shall be construed to permit Company to take any action with respect to its securities that is prohibited by the terms of such Certificate in accordance with this Agreement, including Section 3.25.1.

Conversion of Company Capital Stock. (a) At the Effective Time, by virtue of the First Company Merger and without any action on the part of the Company, Parent, Merger Sub Inc. or the holders of any shares of capital stock of the Company, Parent or Merger Sub Inc.: (i) Subject to Section 2.4(f), each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (excluding any Excluded Shares and any unvested Company Restricted Stock Awards that do not vest by their terms as a result of the consummation of the Mergers) (the “Eligible Shares”) shall thereupon be converted into and become exchangeable for 0.1252 (the “Exchange Ratio”) shares of Parent Common Stock (the “Company Merger Consideration”). As of the Effective Time, all such shares of Company Class A Common Stock shall no longer be outstanding, automatically be cancelled, cease to exist, and thereafter only represent the right to receive the Company Merger Consideration, any dividends or other distributions payable pursuant to Section 2.4(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.4(f), in each case to be issued or paid in accordance with Section 2.4, without interest. (ii) Each share of Company Class A Common Stock held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub Inc. immediately prior to the holder of any of the shares of Company Common StockEffective Time (collectively, Parent Stock or any capital stock of Merger Sub:“Excluded Shares”) shall automatically be cancelled and cease to exist, and no consideration shall be delivered in exchange therefor. (aiii) All shares Each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) Inc. issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) one validly issued, fully paid and nonassessable shares non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (iv) The Exchange Ratio shall be adjusted to reflect fully the appropriate effect of any stock split, split-up, reverse stock split, stock dividend or distribution of securities convertible into Company Class A Common Stock or Parent (Common Stock, or any reorganization, recapitalization, reclassification or other like change with respect to the “Company Class A Common Stock, the Company Class B Common Stock or the Parent Common Stock”), subject in each case having a record date occurring on or after the date of this Agreement and prior to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time; provided, that nothing in this Section 2.1(a)(iv) shall be construed to permit the Company or Parent to take any action with respect to its securities or otherwise that is prohibited by the terms of this Agreement. (b) At the Second Company Merger Effective Time, by virtue of the Second Company Merger and without any action on the part of Parent, the Surviving Corporation, Merger Sub LLC or the holders of any shares of capital stock or other equity interests of Parent, the Surviving Corporation or Merger Sub LLC, each share of common stock of the Surviving Corporation issued pursuant to the First Company Common Stock issued Merger and outstanding immediately prior to the Second Company Merger Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder no consideration shall be delivered in exchange therefor, and Parent shall continue as the sole member of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2Surviving Company.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock (as defined below) or any capital stock of Merger Sub: (a) All shares of common stock, no par value $0.01 per sharevalue, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accountsaccounts (including rabbi trusts), managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled canceled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger ConsiderationConsideration (as defined below). Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 2.1(a) are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall (subject to Section 2.1(d)) be converted into and become the right to receive 0.7300 0.7402 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (A) each holder certificate formerly representing any of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (eachother than Excluded Shares) and (B) each uncertificated Share (an “Uncertificated Share”) registered to a holder on the stock transfer books of the Company (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, (each a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.23.4.

Conversion of Company Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holder of any shareholder of the shares Company: (i) each share of Company Common Stock, Parent Stock if any, then held by the Company (or any capital held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) each share of common stock of Merger Sub: (a) All shares of common stock, par value $0.01 per shareif any, of the Company (the “Company Common Stock”) then held in treasury or owned directly by the Company, any Subsidiary of the CompanyParent, Merger Sub or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled canceled and retired and shall not represent capital stock cease to exist, and no consideration shall be delivered in exchange therefor; (iii) subject only to the provisions of Section 1.10, each share of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding Five Million (5,000,000) shares of Company Class A Common Stock held as of record and beneficially by the Company Minority Stockholders, immediately prior to the Effective Time of the Merger, shall be converted automatically convert on a pro-rata basis into and become the right to receive 0.7300 Eighty Thousand (80,000) (rounded to the “Exchange Ratio”nearest whole) validly issued, fully paid and nonassessable shares of common stockPocket Games Series B Preferred Stock, par value $0.01 per shareincluding such rights, privileges and preferences attached to the Pocket Games Series B Preferred Stock as set forth in the Pocket Games Articles of Parent Amendment, attached and annexed as Exhibit C and made a part hereof; and (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(div) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and of the Merger shall automatically be canceled and retired converted into one share of common stock of the Surviving Corporation and shall cease to existbe owned by the Parent; and (v) all of the shares of Parent Common Stock and Parent’s preferred stock, including the (i) Pocket Games Series A Preferred Stock and each holder of certificates or evidence of shares in book-entry form which (ii) Pocket Games Series B Preferred Stock (collectively, the “Parent Preferred Stock”) outstanding immediately prior to the Effective Time evidenced of the Merger shall be unaffected as a result of the Merger and shall remain outstanding immediately after the Effective Time of the Merger. (b) In the event that the Company changes the number of shares of Company Common Stock issued and outstanding prior to the Effective Time as a result of a reclassification, split (eachincluding a reverse split), a “Certificate”dividend or distribution, recapitalization, merger, issuer tender or exchange offer or other similar transaction, the Applicable Multiplier shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such event, be the Applicable Multiplier. (c) shall cease to have any rights In the event the Company enters into one or more agreements with respect theretoto issuances of additional shares of Company Common Stock, except preferred stock, convertible notes or warrants in connection with a bona fide, arm’s length financing or other transaction, in each case following the right date of this Agreement and prior to the Effective Time, the Company Common Stock or other securities issued (or deemed issued) pursuant to such transaction shall be included from the calculation of Company Fully Diluted Common Stock; it being expressly understood and agreed that the Company Minority Stockholders, as record and beneficially holders of the Company Minority Shares as of the Effective Time of the Merger, shall be entitled to receive their pro-rata share of an aggregate of Eighty Thousand (80,000) shares of Pocket Games Series B Preferred Stock; which shares of Pocket Games Series B Preferred Stock, shall represent upon conversion of the Pocket Games Series B Preferred Stock, an aggregate of eight percent (8.0%) of the “Fully-Diluted Parent Common Stock” (as hereinafter defined) (the “Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2Consideration”).

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Subfollowing securities: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Class B Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Sharesshares of Company Common Stock and Company Class B Common Stock held by Merger Sub or the Company, Company Dissenting Shares and Restricted Shares cancelled in accordance with Section 2.8) together with the Rights attached thereto pursuant to the Company Rights Agreement shall be converted into the right to receive $15.50 per share, subject to adjustment as provided in Section 2.4(c) (the "Merger Consideration"). All shares of Company Common Stock and Company Class B Common Stock issued and outstanding immediately prior to the Effective Time held by Merger Sub or the Company shall be cancelled and shall cease to exist as of the Effective Time. Notwithstanding the preceding sentence, all Tendered Restricted Shares held by Merger Sub immediately prior to the Effective Time shall not be cancelled, shall remain outstanding following the Effective Time and shall be transferred to Parent and Parent shall hold such Tendered Restricted Shares subject to all of the restrictions of the original Restricted Shares (including provisions related to vesting and restrictions on transfer) until the Tendered Restricted Shares vest in accordance with the terms and conditions (including those related to accelerated vesting) included in the original grant. (b) All shares of Company Common Stock and Company Class B Common Stock converted into Merger Consideration pursuant to this Section 2.4 shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced certificate previously representing any such shares of Company Common Stock (each, a “Certificate”) and Company Class B Common Stock shall cease to have any rights with respect thereto, except thereafter represent the right to receive with respect to each underlying share of Company Common Stock and Company Class B Common Stock the Merger Consideration therefor upon surrender Consideration. (c) If, prior to the Effective Time, the outstanding shares of such Certificate Company Common Stock or Company Class B Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in accordance with Section 3.2capitalization, then an appropriate and proportionate adjustment shall be made to the Merger Consideration.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger SubFirst Merger: (a) All shares of common stock, par value $0.01 per share, of Each Company Common Share held by the Company (the “Company Common Stock”) held in as treasury stock or owned directly by FNIS or any of its Subsidiaries immediately prior to the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) Effective Time shall be cancelled cancelled, and retired and no payment shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; andmade in respect thereof. (b) Subject to Section 3.1(e) and Section 3.6 hereof, each Merger Share shall be cancelled and, at the Effective Time, shall be converted into the right to receive, at the election of FNIS (which election, including the determined amount of the Per Share Cash Consideration, shall be applicable to all Merger Shares), either: (i) cash of Thirteen Dollars and Seventy-Five Cents ($13.75) (Section 3.1(b)(i) shall be referred to herein as the "All Cash Consideration"), or (ii) the Per Share Cash Consideration and a number of FNIS Common Shares equal to the Stock Exchange Ratio (Section 3.1(b)(ii) shall be referred to herein as the "Combination Cash and Stock Exchange"). (c) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) Merger Sub Share issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) exchanged for one validly issued, fully paid and nonassessable shares share of common stock, without par value $0.01 per sharevalue, of Parent the First Surviving Corporation, and the First Surviving Corporation shall be a wholly owned subsidiary of FNIS. Each stock certificate of First Merger Sub evidencing ownership of any such shares shall continue to evidence ownership of such shares of capital stock of the First Surviving Corporation. (d) Notwithstanding anything to the “Parent Stock”contrary in this Section 3.1, in the event that the Average FNIS Common Share Price is less than twenty-five dollars ($25.00), subject FNIS shall have the option, in the event of a Combination Cash and Stock Exchange, to adjustment (i) close the First Merger at the Average FNIS Common Share Price or (ii) terminate this Agreement pursuant to Section 11.1(d)(iv). (e) Notwithstanding any other provision in accordance with Section 2.1(d) (such per share amountthis Agreement, together with any in the event of a Combination Cash and Stock Exchange, the total amount of cash in lieu of fractional shares of Parent Stock consideration to be paid by FNIS plus any cash paid to holders of Dissenting Shares shall in no event exceed the Maximum Cash Amount. In the event of a Combination Cash and Stock Exchange, and if and to the extent there are Dissenting Shares pursuant to which, based on FNIS's estimate in Section 2.1(c)3.1(e)(i) below, is hereinafter referred the total amount of cash consideration paid by FNIS would exceed the Maximum Cash Amount, the following adjustments shall be made (such that the aggregate consideration payable by FNIS under Section 3.1(b) and pursuant to as the “Merger Consideration”). Effective as appraisal rights of Dissenting Shares under Section 3.6 shall be no greater than the aggregate consideration otherwise payable under Section 3.1(b) were there no Dissenting Shares): (i) FNIS shall estimate the maximum aggregate amount (the "Estimated Dissenters' Payment") payable to holders of the Effective TimeDissenting Shares under Section 3.6 and the Per Share Cash Consideration shall be reduced by an amount equal to (A) (1) the Estimated Dissenters' Payment minus (2) the number of Dissenting Shares multiplied by the initial Per Share Cash Consideration, each share divided by (B) the number of Company Common non-dissenting Merger Shares; and (ii) The Stock issued and outstanding immediately prior Exchange Ratio shall be increased by an amount equal to (A) the Effective Time number of Dissenting Shares divided by the number of non-dissenting Merger Shares, multiplied by (other than Excluded SharesB) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to existthe initial Stock Exchange Ratio. For purposes of illustration only, and each holder Schedule 3.1 sets forth an example of certificates or evidence the application of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with this Section 3.23.1(e).

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (bi) Each issued and outstanding share of Company Common Capital Stock held of record by an Accredited Investor (other than Excluded Shares and Dissenting Shares, if any) issued and outstanding immediately prior to the Effective Time shall be converted into and become shall thereafter represent the right of the holder thereof to receive 0.7300 the following: (1) a number of shares of Parent Common Stock equal to the Per Share Portion multiplied by the Merger Stock Consideration, as adjusted pursuant to Section 2.1(b)(iv) (the “Exchange RatioAccredited Investor Closing Stock Consideration”) validly issuedand (2) an amount in cash equal to the Per Share Portion multiplied by the Estimated Merger Cash Consideration, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent as adjusted pursuant to Section 2.1(b)(iv) (the “Parent StockAccredited Investor Closing Cash Consideration”) (clauses (1) and (2) collectively, the “Accredited Investor Company Capital Stock Closing Consideration”). (ii) Each issued and outstanding share of Company Capital Stock held of record by a Non-Accredited Investor (other than the Excluded Shares) shall be converted into and shall thereafter represent the right of the holder thereof to receive an amount in cash equal to the following: (1) the product of (A) the Per Share Portion, subject multiplied by (B) the Merger Stock Consideration, multiplied by (C) the Closing Parent Trading Price (the “Non-Accredited Investor Closing Stock Consideration”) and (2) an amount in cash equal to adjustment in accordance with Section 2.1(dthe Per Share Portion multiplied by the Estimated Merger Cash Consideration (the “Non-Accredited Investor Closing Cash Consideration”) (such per share amountclauses (1) and (2) collectively, the “Non-Accredited Investor Company Capital Stock Closing Consideration” and together with any cash in lieu of fractional shares of Parent the Accredited Investor Company Capital Stock Closing Consideration, the “Company Capital Stock Closing Consideration”, and the Company Capital Stock Closing Consideration to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as in respect of the Effective Time, each share of Company Common Capital Stock, as applicable the “Per Share Closing Consideration”). (iii) At the Initial Effective Time, all shares of Company Capital Stock issued and outstanding immediately prior to the Initial Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock certificate (each, a “Certificate”) formerly representing any of the shares of Company Capital Stock (other than Excluded Shares) thereof shall cease to have any rights with respect thereto, thereto except the right to receive the Per Share Merger Consideration. (iv) To account for the fact that Non-Accredited Investors are not entitled to receive any Merger Stock Consideration therefor upon surrender hereunder: (1) the aggregate Accredited Investor Closing Cash Consideration shall be reduced by the aggregate amount of such Certificate cash consideration included in accordance with Section 3.2.the Non-Accredited Investor Closing Stock Consideration; and (2) the aggregate Accredited Investor Closing Stock Consideration shall be increased by the number of shares of Parent Common Stock

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 0.005 per share, of the Company (the “"Company Common Stock”") held in treasury or and shares of preferred stock, par value $0.001 per share, of the Company (the "Company Preferred Stock") owned directly by the Company, any Subsidiary of the Company, Company or by Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled canceled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for any portion of the Merger ConsiderationConsideration (as defined below). Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 3.1(a) are hereinafter referred to as the “"Excluded Shares”; and." (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 $0.40, without interest, (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment as such amount may be amended or adjusted in accordance with Section 2.1(dthe terms of this Agreement (which shall not be reduced by Transaction Expenses) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “"Merger Consideration”"). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (i) each holder certificate formerly representing any of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (eachother than Excluded Shares) and (ii) each uncertificated Share (an "Uncertificated Share") registered to a holder on the stock transfer books of the Company (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, (each a “"Certificate”") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.24.3.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (bi) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Sharesshares to be canceled in accordance with Section 2.01(b) and other than any Appraisal Shares (as defined in Section 2.01(d)) unless the holder thereof fails to perfect or otherwise loses such holder's rights under Section 262 of the DGCL) shall be converted into the right to receive the Company Common Stock Price. (ii) Each share of Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) and other than any Appraisal Shares unless the holder thereof fails to perfect or otherwise loses such holder's rights under Section 262 of the DGCL) shall be converted into the right to receive the Series B Preferred Stock Price. (iii) Each share of Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares to be canceled in accordance with Section 2.01(b) and other than any Appraisal Shares unless the holder thereof fails to perfect or otherwise loses such holder's rights under Section 262 of the DGCL) shall be converted into the right to receive the Series C Preferred Stock Price. (iv) The cash payable upon the conversion of the shares of Company Capital Stock pursuant to this Section 2.01(c) is referred to collectively as the "Merger Consideration". As of the Effective Time all such shares of Company Capital Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which a certificate that immediately prior to the Effective Time evidenced represented any such shares of Company Common Capital Stock (each, a “"Certificate”") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.22.02, without interest, or as otherwise provided in Section 2.01(d), as applicable. The right of any holder of any share of Company Capital Stock to receive the Merger Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the First Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock (as defined below) or any capital stock of either Merger Sub: (a) All shares of common stock, without par value $0.01 per sharevalue, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub Subs or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger ConsiderationConsideration (as defined below). Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 2.1(a) are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting SharesShares (as defined below)) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 the following consideration: (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked or lost pursuant to Section 2.2(c) (each a “Cash Electing Company Share”) shall (subject to Section 2.2(d)) be converted into the right to receive $23.00 in cash without interest (such per share amount is hereinafter referred to as the “Exchange RatioCash Consideration”). (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 2.2(c) (each a “Stock Electing Company Share”) shall (subject to Section 2.2(d)) be converted into the right to receive the number of validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”) determined by dividing (A) $23.00 by (B) the Parent Trading Price (as defined in Section 2.1(b)(iv) below) (such quotient, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Parent Stock Consideration”). Effective ; provided, however, that (x) if the number determined by dividing $23.00 by the Parent Trading Price (as of defined below) is less than or equal to 1.03896, the Effective TimeExchange Ratio shall be 1.03896 and (y) if the number determined by dividing $23.00 by the Parent Trading Price is greater than or equal to 1.40565, each the Exchange Ratio shall be 1.40565. (iii) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is not (other than x) an Excluded SharesShare or (y) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares a share of Company Common Stock with respect to which a Cash Election or a Stock Election has been properly made and not revoked or lost pursuant to Section 2.2(c) (each, a “CertificateNon-Electing Company Share”) shall cease to have any rights with respect thereto, except be converted into the right to receive the Merger Cash Consideration therefor upon surrender or the Parent Stock Consideration, as determined pursuant to Section 2.3. (iv) As used in this Agreement, the term “Parent Trading Price” means the average closing price of such Certificate in accordance with Section 3.2a share of Parent Stock, as reported on the NASDAQ Global Select Market, for the twenty (20) consecutive trading days ending on the second trading day preceding the Closing Date.

Conversion of Company Capital Stock. At the Effective TimeSubject to Sections 2.08 and 5.06, pursuant to this Agreement and by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub Sub, TCM or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock holders of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; andCapital Stock: (bi) Each each share of Company Common Stock outstanding immediately prior to the Effective Time shall be cancelled and extinguished and thereafter represent the right to receive 0.0289 of a share of TCM Common Stock (other than Excluded Shares the “Common Stock Exchange Ratio”); (ii) each share of Series D Preferred outstanding immediately prior to the Effective Time shall be cancelled and Dissenting Sharesextinguished and thereafter represent the right to receive one share of TCM Series A Preferred Stock; (iii) issued each share of Series E Preferred held by a Series E Affiliated Stockholder and outstanding immediately prior to the Effective Time shall be converted into cancelled and become extinguished and thereafter represent the right to receive 0.7300 one share of TCM Series A Preferred Stock; (the “Exchange Ratio”iv) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued Series E Preferred held by a Series E Preferred stockholder (other than a Series E Affiliated Stockholder) and outstanding immediately prior to the Effective Time shall be cancelled and extinguished and thereafter represent the right receive $1,000; and (other than Excluded Sharesv) each share of Series F Preferred Stock outstanding immediately prior to Effective Time shall be cancelled and extinguished and thereafter represent the right to receive 22.56 shares of TCM Common Stock. As of the Effective Time, all such shares shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which a certificate that immediately prior to the Effective Time evidenced represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration therefor with respect thereto and any cash in lieu of fractional shares of TCM Capital Stock upon surrender of such Certificate in accordance with Section 3.22.07, without interest. The right of any Company Stockholder to receive its portion of the Merger Consideration in accordance with this Section 2.06(c) shall be subject to and reduced by the amount of any withholding that is required under applicable tax law.

Conversion of Company Capital Stock. At the Effective Time, by virtue (i) Each issued and outstanding share of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 .0001 per share, of the Company (the “"Company Common Stock”") held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares to be cancelled in trust accounts, managed accounts accordance with Section 2.1(b) and the like or other than shares held that are Dissenting Shares (as defined in satisfaction of a debt previously contractedSection 2.1(d)(i)) shall be cancelled and retired and shall not represent capital stock converted into the right to receive an amount per share in cash (the "Merger Price") equal to the quotient of (x) the Surviving Company and shall not be exchanged for Adjusted Acquisition Price divided by (y) the Merger Consideration. Shares number of shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Sharesthe "Outstanding Share Amount"); provided, however, that in no event shall the aggregate Merger Price exceed the sum of (i) 66,942,037 plus (ii) the aggregate amount in cash received by the Company after the date of this Agreement and prior to the Effective Time upon exercise of Options. All such shares of Company Common Stock shall no longer be outstanding and shall be cancelled automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced a certificate representing any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive receive, subject to the terms of the Escrow Agreement and the Tax Escrow Agreement and Sections 2.1(c)(ii), (iii) and (iv), the Merger Consideration therefor Price and, if applicable, the Incremental Amount per share, upon the surrender of such Certificate certificate in accordance with Section 3.22.3, without interest. For purposes of this Agreement, the term "Adjusted Acquisition Price" shall be (i) $105,000,000 (the "Acquisition Price") minus (ii) the Closing Liquid Net Worth Adjustment plus (iii) an additional amount equal to the product of (x) the amount determined pursuant to the preceding clauses (i) and (ii) times (y) 6.5% per year from the Measurement Date to the Effective Time, calculated on an uncompounded basis. (ii) The first $20,000,000 of the aggregate Merger Price and, if applicable, Incremental Amount (the "Indemnity Amount") shall be deposited into escrow pursuant to the terms of the Escrow Agreement. In accordance with the terms of the Escrow Agreement, following completion of the Escrow period, the Remaining Escrow Balance shall be deposited with the Payment Agent in accordance with Section 2.3 for distribution to the holders of shares of the Company Common Stock as of the Effective Time in proportion to their respective share ownership. (iii) If the Tax Insurance Election is made, to the extent the aggregate Merger Price and, if applicable, Incremental Amount exceeds $20,000,000, the next $20,000,000 of the aggregate Merger Price and, if applicable, Incremental Amount (the "Tax Escrow Amount") shall be deposited into escrow pursuant to the terms of the Tax Escrow Agreement. In accordance with the terms of the Tax Escrow Agreement, following completion of the Tax Matters Escrow Period, the Tax Escrow Balance shall be deposited with the Payment Agent in accordance with Section 2.3 for distribution to the holders of shares of Company Common Stock as of the Effective Time in proportion to their respective share ownership. (iv) To the extent the aggregate Merger Price and, if applicable, Incremental Amount exceeds $20,000,000 or, if the Tax Insurance Election is made, $40,000,000, the next $500,000 of the aggregate Merger Price and, if applicable, Incremental Amount (the "Stockholder Representative

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Subparty: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) of Merger Subsidiary I issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) exchanged for one validly issued, fully paid and nonassessable share of Common Stock of the Interim Surviving Corporation. Each stock certificate of Merger Subsidiary I evidencing ownership of any such shares shall continue to evidence ownership of such shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as capital stock of the Effective Time, each Interim Surviving Corporation. Each share of Company Common Stock of the Interim Surviving Corporation issued and outstanding immediately after the Effective Time shall be converted into and exchanged for the applicable corresponding equity interest of the Final Surviving Entity. Each stock certificate of the Interim Surviving Corporation evidencing ownership of any such shares shall continue to evidence the applicable corresponding equity interest in the Final Surviving Entity. (b) Each share of Series A Preferred Stock outstanding immediately prior to the Effective Time (other than Excluded Sharesi) shall no longer automatically be outstanding converted into the right to receive, subject to and in accordance with Sections 2.13, 2.14, 2.15, 11.2 and ARTICLE X, the Series A Per Share Cash Amount and the Series A Per Share Stock Amount, and (ii) shall automatically otherwise cease to be outstanding, shall be canceled and retired and shall cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of Cash Consideration and Stock Consideration each Equityholder is entitled to receive for the outstanding shares of Series A Preferred Stock held by such Equityholder shall be rounded down to the nearest cent or Parent Share, as applicable, and computed after aggregating the Cash Consideration or Stock Consideration, as the case may be, for all outstanding shares of Series A Preferred Stock held by such Equityholder. Notwithstanding the foregoing or anything to the contrary contained herein, if the Common Per Share Amount is greater than the Series A Per Share Amount, then each holder share of certificates or evidence Series A Preferred Stock shall be deemed to have automatically (and without any action on the part of shares in book-entry form which the holders thereof) converted into Common Stock immediately prior to the Effective Time evidenced shares (and prior to the application of Company Common Stock (each, a “Certificate”Section 2.6(e) below) and shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate amounts set forth in and in accordance with Section 3.22.6(e) below. (c) Each share of Series B Preferred Stock outstanding immediately prior to the Effective Time (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.13, 2.14, 2.15, 11.2 and ARTICLE X, Series B Per Share Cash Amount and the Series B Per Share Stock Amount, and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of Cash Consideration and Stock Consideration each Equityholder is entitled to receive for the outstanding shares of Series B Preferred Stock held by such Equityholder shall be rounded down to the nearest cent or Parent Share, as applicable, and computed after aggregating the Cash Consideration or Stock Consideration, as the case may be, for all outstanding shares of Series B Preferred Stock held by such Equityholder. (d) Each share of Series C Preferred Stock outstanding immediately prior to the Effective Time (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.13, 2.14, 2.15, 11.2 and ARTICLE X, Series C Per Share Cash Amount and the Series C Per Share Stock Amount, and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of Cash Consideration and Stock Consideration each Equityholder is entitled to receive for the outstanding shares of Series C Preferred Stock held by such Equityholder shall be rounded down to the nearest cent or Parent Share, as applicable, and computed after aggregating the Cash Consideration or Stock Consideration, as the case may be, for all outstanding shares of Series C Preferred Stock held by such Equityholder. (e) Each share of Common Stock outstanding immediately prior to the Effective Time (i) shall automatically be converted into the right to receive, subject to and in accordance with Sections 2.13, 2.14, 2.15, 11.2 and ARTICLE X, the Common Per Share Cash Amount and the Common Per Share Stock Amount, and (ii) shall otherwise cease to be outstanding, shall be canceled and retired and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.9. The amount of Cash Consideration and Stock Consideration each Equityholder is entitled to receive for the outstanding Common Stock held by such Equityholder shall be rounded down to the nearest cent or Parent Share, as applicable, and computed after aggregating the Cash Consideration or Stock Consideration, as the case may be, for all outstanding Common Stock held by such Equityholder. (f) Each unissued share of Company Capital Stock immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger SubStockholder: (a) All shares of common stock, par value $0.01 per share, of Company Common Stock owned by the Company (the “Company Common Stock”) held in including treasury or owned directly by the Company, any Subsidiary of the Companyshares), Merger Sub or Parent any direct or indirect Subsidiary of any of them (and other than shares owned by Parent and shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for any portion of the Merger Consideration. Shares . (b) All shares of Company Common Stock that are canceled owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (“Dissenting Shares”) shall be cancelled and retired pursuant to this Section 2.1 are hereinafter referred to as and shall not be exchanged for any portion of the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time Merger Consideration, but shall be converted into and become represent only the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment payment in accordance with Section 2.1(d) (3.2(g); provided, however, that if any such per share amountstockholder shall fail to perfect or otherwise shall waive, together with any cash in lieu withdraw or lose the right to appraisal under such Section 262, then the right of fractional shares of Parent Stock such stockholder to be paid pursuant the fair value of such stockholder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective have been converted as of the Effective TimeTime into, each and to have become exchangeable solely for, the right to receive the Merger Consideration (without interest thereon) as provided in Section 2.9(c). (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than those shares cancelled pursuant to Section 2.9(a) and Section 2.9(b), which are hereinafter referred to as “Excluded Shares”) shall be converted into and become the right to receive an amount in cash equal to $50.00, without interest, payable to the holder thereof in accordance with Article III (the “Merger Consideration”). At the Effective Time, all such Shares that have been converted into the right to receive the Merger Consideration shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which any such Shares immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender Consideration, without interest. (d) At the Effective Time, each share of such Certificate in accordance with Section 3.2common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one fully paid share of common stock, par value $0.01 per share, of the Surviving Company and constitute the only outstanding shares of capital stock of the Surviving Company.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Subfollowing securities: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Class B Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Sharesshares of Company Common Stock and Company Class B Common Stock held by Merger Sub or the Company, Company Dissenting Shares and Restricted Shares cancelled in accordance with Section 2.8) together with the Rights attached thereto pursuant to the Company Rights Agreement shall be converted into the right to receive $15.50 per share, subject to adjustment as provided in Section 2.4(c) (the “Merger Consideration”). All shares of Company Common Stock and Company Class B Common Stock issued and outstanding immediately prior to the Effective Time held by Merger Sub or the Company shall be cancelled and shall cease to exist as of the Effective Time. Notwithstanding the preceding sentence, all Tendered Restricted Shares held by Merger Sub immediately prior to the Effective Time shall not be cancelled, shall remain outstanding following the Effective Time and shall be transferred to Parent and Parent shall hold such Tendered Restricted Shares subject to all of the restrictions of the original Restricted Shares (including provisions related to vesting and restrictions on transfer) until the Tendered Restricted Shares vest in accordance with the terms and conditions (including those related to accelerated vesting) included in the original grant. (b) All shares of Company Common Stock and Company Class B Common Stock converted into Merger Consideration pursuant to this Section 2.4 shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced certificate previously representing any such shares of Company Common Stock (each, a “Certificate”) and Company Class B Common Stock shall cease to have any rights with respect thereto, except thereafter represent the right to receive with respect to each underlying share of Company Common Stock and Company Class B Common Stock the Merger Consideration therefor upon surrender Consideration. (c) If, prior to the Effective Time, the outstanding shares of such Certificate Company Common Stock or Company Class B Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in accordance with Section 3.2capitalization, then an appropriate and proportionate adjustment shall be made to the Merger Consideration.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any securities of the shares of Company Common Stock, Parent Stock or any capital stock of Merger SubCompany: (a) All shares of common stock, par value $0.01 per share, of Company Common Stock owned by the Company (the “Company Common Stock”) held in including treasury or owned directly by the Company, any Subsidiary of the Companyshares), Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contractedlike) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for any portion of the Merger Consideration. Shares . (b) All shares of Company Common Stock that are canceled owned by stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL (“Dissenting Shares”) shall be cancelled and retired pursuant to this Section 2.1 are hereinafter referred to as and shall not be exchanged for any portion of the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time Merger Consideration, but shall be converted into and become represent only the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment payment in accordance with Section 2.1(d) (4.2(g); provided, however, that if any such per share amountstockholder shall fail to perfect or otherwise shall waive, together with any cash in lieu withdraw or lose the right to appraisal under such Section 262, then the right of fractional shares of Parent Stock such stockholder to be paid pursuant the fair value of such stockholder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective have been converted as of the Effective TimeTime into, each and to have become exchangeable solely for, the right to receive the Merger Consideration (without interest thereon) as provided in Section 3.9(c). (c) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than those shares cancelled pursuant to Section 3.9(a) and Dissenting Shares, which are hereinafter referred to as “Excluded Shares”) shall be converted into and become the right to receive an amount equal to the Offer Price, in cash and without interest, payable to the holder thereof in accordance with Article IV (the “Merger Consideration”). At the Effective Time, all such Shares that have been converted into the right to receive the Merger Consideration shall no longer be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which any such Shares immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor Consideration, without interest, upon surrender of such Certificate Shares in accordance with Section 3.24.2. (d) At the Effective Time, each membership unit (“Unit”) or portion thereof representing a membership interest in Merger Sub immediately prior to the Effective Time shall be converted into and become one fully paid share of common stock, par value $0.01 per share, of the Surviving Company and constitute the only outstanding shares of capital stock of the Surviving Company.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Company, Parent, the Company Merger Sub or the holder holders of any of the shares of Company Common Stock, Parent Stock or any capital stock of Company, Parent, or Merger Sub: (a) All shares Each share of common stock, par value $0.001 per share, of Company (such shares, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares to be canceled in accordance with Section 2.1(b), (ii) any Dissenting Shares (as hereinafter defined)), and (iii) the Shares described in Section 2.1(d)) shall thereupon be converted automatically into and shall thereafter represent the right to receive $31.00 in cash, without interest, and subject to deduction for any required withholding Tax (the “Merger Consideration”). (b) Each Share held by Company, Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Each share of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) one validly issued, fully paid and nonassessable shares non-assessable share of common stock, par value $0.01 per share, of Parent the Surviving Corporation (the a “Parent StockSurviving Corporation Share”), subject to adjustment in accordance with Section 2.1(d. (d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share Each Share held by a wholly owned Subsidiary of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be remain outstanding and shall automatically be canceled and retired and shall cease converted into that number of Surviving Corporation Shares that bears the same ratio to exist, and each holder the aggregate number of certificates or evidence outstanding Surviving Corporation Shares as the number of shares in book-entry form which Shares held by such Subsidiary bore to the aggregate number of outstanding Shares immediately prior to the Effective Time evidenced Time. (e) If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of Company Common Stock capital stock of Company, or securities convertible into, exchangeable into or exercisable for shares of the capital stock of Company, respectively, shall occur as a result of any reclassification, recapitalization, stock split (eachincluding a reverse stock split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a “Certificate”) shall cease to have any rights with respect theretorecord date during such period, except the right to receive the Merger Consideration therefor upon surrender shall be equitably adjusted, if necessary and without duplication, to reflect such change; provided, that nothing in this Section 2.1(d) shall be construed to permit Company to take any action with respect to its securities that is prohibited by the terms of such Certificate in accordance with Section 3.2this Agreement.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Company, Parent, the Company Merger Sub or the holder holders of any of the shares of Company Common Stock, Parent Stock or any capital stock of Company, Parent, or Merger Sub: (a) All shares Each share of common stock, par value $0.01 per share, of Company (such shares, collectively, the Company “Shares”) issued and outstanding immediately prior to the Effective Time (other than Shares to be canceled in accordance with Section 2.1(b)), shall thereupon be converted automatically into and shall thereafter represent the right to receive (i) $8.55 in cash, without interest, (the “Company Common StockClosing Consideration”) held in treasury or owned directly by and subject to deduction for any required withholding Tax and (ii) one contingent payment right (a “CPR”, and together with the CompanyClosing Consideration, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the “Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as ”), which shall represent the “Excluded Shares”; andrights provided for in the CPR Agreement. (b) Each Share held by Company, Parent or Merger Sub immediately prior to the Effective Time shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor. Each Share held by a wholly owned Subsidiary of the Company shall remain outstanding and shall become that number of shares of the Surviving Corporation that bears the same ratio to the aggregate number of outstanding shares of the Surviving Corporation as the number of Shares held by such Subsidiary bore to the aggregate number of outstanding shares of the Company immediately prior to the Effective Time. (c) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) one validly issued, fully paid and nonassessable shares non-assessable share of common stock, par value $0.01 per share, of Parent the Surviving Corporation (the a “Parent StockSurviving Corporation Share”), subject to adjustment in accordance with Section 2.1(d. (d) (such per share amount, together with If at any cash in lieu time during the period between the date of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of this Agreement and the Effective Time, each share of Company Common Stock issued and any change in the outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock capital stock of Company, or securities convertible into, exchangeable into or exercisable for shares of the capital stock of Company, respectively, shall occur as a result of any reclassification, recapitalization, stock split (eachincluding a reverse stock split) or subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a “Certificate”) shall cease to have any rights with respect theretorecord date during such period, except the right to receive the Merger Consideration therefor upon surrender shall be equitably adjusted, if necessary and without duplication, to reflect such change; provided, that nothing in this Section 2.1(d) shall be construed to permit Company to take any action with respect to its securities that is prohibited by the terms of such Certificate in accordance with Section 3.2this Agreement.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of ParentTerra Tech, Merger Sub, the Company or the holder of any shareholder of the shares of Company Common Stock, Parent Stock or any capital stock of Merger SubCompany: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Merger Sub Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly one newly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. (b) Each of the shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as capital stock of the Effective Time, each share of Company Common Stock issued and outstanding held by the Company in any form or otherwise owned by Terra Tech or Merger Sub immediately prior to the Effective Time (other than Excluded Shares) Time, if any, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no payment or distribution shall be made or delivered with respect thereto. (c) Subject to the provisions of the Reorganization Agreement, each holder of certificates or evidence the shares of shares in book-entry form which the Company's Common Stock (the "Shares") that is issued and outstanding immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except will be automatically converted into the right to receive the securities (the "Payment Securities") and other consideration set forth on Exhibit B hereto. (d) Any and all outstanding options, warrants and similar rights to purchase capital stock of Company that pursuant to their terms do not expressly require the assumption of the same in connection with the Merger Consideration therefor shall be cancelled and shall cease to exist. (e) No fraction of a share of Payment Securities will be issued by virtue of the Merger, and each former holder of Shares who would otherwise be entitled to a fraction of a share of Payment Securities (after aggregating all fractional shares of Payment Securities that otherwise would be received by such holder) shall, upon surrender of such Certificate holder's stock certificate(s), receive from Terra Tech an amount of cash in accordance dollars (rounded to the nearest whole cent), without interest, less the amount of any withholding taxes with Section 3.2respect to the shares represented by such certificate which are required to be withheld with respect thereto, equal to the product of (i) such fraction, multiplied by (ii) $0.09740 (the "Terra Tech Closing Price"); provided, however, that, if the fraction of a share that any such holder would otherwise be entitled to receive in the Merger is less than one-half of 1 percent of the total number of shares of Payment Securities that person is otherwise entitled to receive, then the shares of Payment Securities issuable to the such holder in the Merger will be rounded off to the nearest whole share. (f) The number of shares of Payment Securities shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Payment Securities or Shares), reorganization, recapitalization, reclassification or other like change with respect to Payment Securities occurring on or after the date of this Agreement and prior to the Effective Time.

Conversion of Company Capital Stock. At As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Capital Stock, Parent Stock or any capital stock of Merger Sub: (a) All Subject to Sections 2.10 and 3.3: (i) each issued and outstanding share of Company Capital Stock (excluding any shares to be canceled pursuant to Section 2.3(b)) shall be converted into that portion of the Aggregate Merger Consideration to which the holder is entitled in the event of a “Liquidation Event” pursuant to Section 7 of Annex I of the Amended and Restated Articles of Incorporation of the Company. The holders of outstanding shares of common stockSeries AA Preferred Stock shall be entitled to receive in such conversion such preferential portion of the Aggregate Merger Consideration as may be determined in accordance with the provisions of Section 7 of Annex I of the Amended and Restated Articles of Incorporation of the Company. The holders of outstanding shares of the Common Stock shall be entitled to receive in such conversion such residual portion of the Aggregate Merger Consideration, par value $0.01 per shareif any, as may be determined in accordance with the provisions of the Amended and Restated Articles of Incorporation of the Company (and subject to Section 7 of Annex I of the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary Amended and Restated Articles of Incorporation of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and . A schedule setting forth the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock allocation of the Surviving Aggregate Merger Consideration among the Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant Shareholders is attached to this Agreement as Annex A is attached to this Agreement as Annex A; provided that the Shareholders’ Representative may amend Annex A by providing notice of such amendment to the other parties hereto at any time prior to the Closing Date as necessary to reflect the allocation described in this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and2.3(a). (b) Each share of Company Common Capital Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding held in Company’s treasury immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Capital Stock issued of any class or series which is not being converted into the Aggregate Merger Consideration pursuant to Section 2.3(a) and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding Annex A hereto, and each share of Company Capital Stock owned beneficially or of record by ATS or Merger Sub, shall automatically be canceled cancelled and retired without payment therefor, and all rights in respect thereto shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any of the shares following securities: (a) Subject to Section 2.2(e), each share of Company Common Stock, Parent except for shares of Company Common Stock owned by Parent, Merger Sub, the Company or any capital stock of Merger Sub: (a) All shares their respective Subsidiaries, shall be converted into the right to receive, without interest, that fraction of common stock, par value $0.01 per share, a fully paid and non-assessable share of the Company Parent Common Stock (the “Merger Consideration”) equal to 0.1775 (the “Exchange Ratio”). Except for shares of Company Common Stock”) Stock held in treasury or owned directly by the Company, any Subsidiary of Start Media Joint Venture (which shall survive the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares shares of Parent Common Stock), all shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as owned by Parent, Merger Sub, the “Excluded Shares”; and (b) Each share Company or any of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding their respective Subsidiaries immediately prior to the Effective Time Time, shall be automatically cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) All of the shares of Company Common Stock converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid Merger Consideration pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each holder exist as of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced and each certificate previously representing any such shares of Company Common Stock (each, each a “Certificate”) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive (i) the Merger Consideration therefor upon surrender Consideration, (ii) cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Certificate have been converted pursuant to this Section 1.6 and Section 2.2(e), and (iii) any dividends or distributions to which holders of Company Common Stock are entitled in accordance with Section 3.22.2(b). If, prior to the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, an appropriate and proportionate adjustment shall be made to the Exchange Ratio.

Conversion of Company Capital Stock. At The parties hereto intend that the Millennium Exchange Ratio (as defined below) shall be calculated with the purpose of ensuring that the value of the Millennium Exchange Ratio shall result in a valuation that gives the shareholders of Parent immediately prior to the Effective Time, by virtue Time of the Merger Mergers an equity interest in Holdco that equals 55.5% after taking into consideration the conversion of convertible debt and without any action on options exercised by optionholders of Parent and the part of ParentCompany. Subject to Sections 2.2(c), the Company or the holder of any 2.2(d) and 2.3(e) hereof, (i) each issued and outstanding share of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, no par value $0.01 per sharevalue, of the Company (the “"Company Common Stock”"), shall be converted into the right to receive .6504 of a fully paid and nonassessable share of Holdco Common Stock (the "Millennium Exchange Ratio"), subject to adjustment for any Company Options exercised from the date hereof through the date of mailing of the Proxy Statement/Prospectus/Consent Solicitation to the shareholders of Parent, and (ii) held in treasury or owned directly by the Company, any Subsidiary each issued and outstanding share of preferred stock of the Company, Merger Sub or Parent no par value, (other than shares in trust accountsthe "Company Preferred Stock", managed accounts and together with the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as Stock, the “Excluded Shares”; and (b"Company Capital Stock") Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, that number of fully paid and nonassessable shares of common stockHoldco Common Stock that the holder of such shares of Company Preferred Stock would have been entitled to receive had such Company Preferred Stock been converted to Company Common Stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amountits terms, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time. As of the Effective Time (other than Excluded Shares) of the Mergers, all such shares of Company Capital Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder . As of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced of the Mergers, each certificate theretofor representing shares of Company Common Stock, without any action on the part of Holdco, the Company or the holder thereof, shall be deemed to represent that number of shares of Holdco Common Stock (each, determined by multiplying the shares of Company Capital Stock by the Millennium Exchange Ratio. Each holder of a “Certificate”) certificate representing any shares of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive receive, upon the Merger Consideration surrender of any such certificates, certificates representing the shares of Holdco Common Stock and any cash in lieu of fractional shares of Holdco Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate certifi- cate in accordance with Section 3.22.3 hereof, without interest.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of ParentEMCC, Merger Sub, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Subfollowing securities: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Common Stock held by EMCC, any Subsidiary of EMCC, Merger Sub, the Company or any Subsidiary of the Company (collectively the “Excluded Shares”); and (ii) Company Dissenting Shares) shall be converted into the right to receive $36.00 per share in cash, without interest, subject to adjustment as provided in Section 1.4(d) (the “Merger Consideration”). (b) All shares of Common Stock converted into the Merger Consideration pursuant to Section 1.4(a) shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time, and each holder Certificate or Book-Entry Share previously representing any such shares of certificates or evidence Common Stock shall thereafter represent only the right to receive, with respect to each underlying share of Common Stock, the Merger Consideration. (c) All Excluded Shares, other than shares in book-entry form which immediately of Common Stock held by EMCC, shall automatically be cancelled and shall cease to exist as of the Effective Time. All shares of Common Stock held by EMCC shall remain outstanding. (d) If, prior to the Effective Time evidenced Time, the outstanding shares of Company Common Stock (eachshall have been increased, decreased, changed into or exchanged for a “Certificate”) different number or kind of shares or securities as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in the capitalization of the Company, then an appropriate and proportionate adjustment shall cease be made to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2Consideration.

Conversion of Company Capital Stock. At The number of shares of Acquirer Common Stock to be issued (including Acquirer Common Stock to be reserved for future issuance upon exercise of all outstanding options to purchase shares of Company Capital Stock ("Company Options") and all outstanding warrants to acquire shares of Company Capital Stock ("Company Warrants") assumed by Acquirer) in exchange for the acquisition by Acquirer of all outstanding Company Common Stock and all unexpired and unexercised outstanding Company Options and Company Warrants shall be 4,292,695 shares of Acquirer Common Stock (the "Total Acquirer Shares"), reduced as a result of any Dissenting Shares (as defined below) and subject to reduction for fractional shares. No other adjustment shall be made in the number of shares of Acquirer Common Stock issued in the Merger as a result of (x) any increase or decrease in the market price of Acquirer Common Stock prior to the Effective Time, or (y) any cash proceeds received by the Company from the date hereof to the Closing Date pursuant to the exercise of currently outstanding options or warrants to acquire Company Capital Stock. Subject to the terms and conditions of this Agreement, as of the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Capital Stock, Parent Stock or any capital stock of Merger Sub: (ai) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of At the Effective Time, each share of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than Excluded shares, if any, held by persons who have not voted such shares for approval of the Merger and have perfected dissenters' rights in accordance with Pennsylvania Law ("Dissenting Shares")) shall no longer be outstanding converted into and shall automatically be canceled and retired and shall cease exchanged for the right to exist, and each holder of certificates or evidence receive such number of shares of Acquirer Common Stock as shall be determined in book-entry form which accordance with items (i) and (ii) of Exhibit A hereof (the "Exchange Ratio"). (ii) At the Effective Time, each Company Option granted and outstanding immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except be assumed by the right to receive the Merger Consideration therefor upon surrender of such Certificate Acquirer in accordance with Section 3.25.10 and thereafter shall constitute the right to purchase such number of shares of Acquirer Common Stock as shall be determined in accordance with item (iii) of Exhibit A hereof.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any further action on the part of ParentTerra Tech, Merger Sub, the Company or the holder of any shareholder of the shares of Company Common Stock, Parent Stock or any capital stock of Merger SubCompany: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Merger Sub Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly one newly issued, fully paid and nonassessable non-assessable share of common stock of the Surviving Corporation. (b) Each of the shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as capital stock of the Effective Time, each share of Company Common Stock issued and outstanding held by the Company in any form or otherwise owned by Terra Tech or Merger Sub immediately prior to the Effective Time (other than Excluded Shares) Time, if any, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and no payment or distribution shall be made or delivered with respect thereto. (c) Subject to the provisions of the Reorganization Agreement, each holder of certificates or evidence the shares of shares in book-entry form which the Company's Common Stock (the "Shares") that is issued and outstanding immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except will be automatically converted into the right to receive the securities (the "Payment Securities") and other consideration set forth on Exhibit B hereto. (d) Any and all outstanding options, warrants and similar rights to purchase capital stock of Company that pursuant to their terms do not expressly require the assumption of the same in connection with the Merger Consideration therefor shall be cancelled and shall cease to exist. (e) No fraction of a share of Payment Securities will be issued by virtue of the Merger, and each former holder of Shares who would otherwise be entitled to a fraction of a share of Payment Securities (after aggregating all fractional shares of Payment Securities that otherwise would be received by such holder) shall, upon surrender of such Certificate holder's stock certificate(s), receive from Terra Tech an amount of cash in accordance dollars (rounded to the nearest whole cent), without interest, less the amount of any withholding taxes with Section 3.2respect to the shares represented by such certificate which are required to be withheld with respect thereto, equal to the fair value of such share as of the Effective Time; provided, however, that, if the fraction of a share that any such holder would otherwise be entitled to receive in the Merger is less than one-half of 1 percent of the total number of shares of Payment Securities that person is otherwise entitled to receive, then the shares of Payment Securities issuable to the such holder in the Merger will be rounded off to the nearest whole share. (f) The number of shares of Payment Securities shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Payment Securities or Shares), reorganization, recapitalization, reclassification or other like change with respect to Payment Securities occurring on or after the date of this Agreement and prior to the Effective Time.

Conversion of Company Capital Stock. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holder of any shareholder of the shares Company: (i) each share of Company Common Stock, Parent Stock if any, then held by the Company (or any capital held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) each share of common stock of Merger Sub: (a) All shares of common stock, par value $0.01 per shareif any, of the Company (the “Company Common Stock”) then held in treasury or owned directly by the Company, any Subsidiary of the CompanyParent, Merger Sub or any other wholly-owned Subsidiary of Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled canceled and retired and shall not represent capital stock of the Surviving Company cease to exist, and no consideration shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; anddelivered in exchange therefor; (biii) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and of the Merger shall automatically be canceled and retired converted into one share of common stock of the Surviving Corporation and shall cease to existbe owned by the Parent; and (v) all of the shares of Parent Common Stock and Parent’s preferred stock, including the (i) Pocket Games Series A Preferred Stock, (ii) Pocket Games Series B Preferred Stock and each holder of certificates or evidence of shares in book-entry form which (iii) Pocket Games Series C Preferred Stock (collectively, the “Parent Preferred Stock”) outstanding immediately prior to the Effective Time evidenced of the Merger shall be unaffected as a result of the Merger and shall remain outstanding immediately after the Effective Time of the Merger. (b) In the event that the Company changes the number of shares of Company Common Stock issued and outstanding prior to the Effective Time as a result of a reclassification, split (eachincluding a reverse split), dividend or distribution, recapitalization, merger, issuer tender or exchange offer or other similar transaction, the Applicable Multiplier shall be equitably adjusted to reflect such change and as so adjusted shall, from and after the date of such event, be the Applicable Multiplier. (c) As at the Effective Time and as a result of the Merger, the former holders of the Purchase Notes (the “CertificateNote Holders”) shall cease to have any rights with respect thereto, except the right who are entitled to receive the Merger Consideration therefor upon surrender 1,000,000 Company Minority Shares as a result of the automatic conversion of such Certificate Purchase Notes into Company Common Stock and in accordance with Section 3.2their capacities as record and beneficially owners of such Company Minority Shares (the “Company Minority Stockholders”), will receive, as sole consideration: (i) thirty thousand (30,000) shares of Pocket Games Series C Preferred Stock, and (ii) an aggregate of $440,000 principal amount of Pocket Games Notes, and (iii) the Pocket Games Warrants (collectively, the “Merger Consideration” or “Merger Securities”).

Conversion of Company Capital Stock. At the Effective Time, by By virtue of the Merger I and without any action on the part of the Company, Parent, the Company Merger Sub I or the any holder of any of the Company Capital Stock, or shares of Company Common Stock, Parent Stock or any capital stock of Merger SubSub I: (ai) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time of Merger I (other than Excluded any shares of Company Common Stock described in Section 1.10(a)(iii) or any Dissenting Shares) shall no longer be converted into the right to receive an amount equal to the Per Share Aggregate Merger Consideration Amount; (ii) each share of Company Preferred Stock issued and outstanding and immediately prior to the Effective Time of Merger I shall be converted into the right to receive an amount equal to the Per Share Aggregate Merger Consideration Amount; (iii) each share of Company Common Stock that is held in the treasury of the Company or owned by the Company or any of the Company Subsidiaries immediately prior to the Effective Time of Merger I shall automatically be canceled cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor; and (iv) each holder share of common stock, par value $0.01 per share, of Merger Sub I issued and outstanding immediately prior to the Effective Time of Merger I shall be converted into one fully paid share of common stock, par value $0.01 per share, of Surviving Corporation I. Each stock certificate of Merger Sub I evidencing ownership of any such shares of common stock shall evidence ownership of such shares of capital stock of Surviving Corporation I. All Company Capital Stock that have been converted into the right to receive a portion of the Aggregate Merger Consideration as provided in this Section 1.10 shall automatically be cancelled and shall cease to exist on the Effective Time of Merger I, and the holders of any certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Merger I represented such Company Common Capital Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except to such Company Capital Stock other than the right to receive the portion of the Aggregate Merger Consideration therefor upon surrender of (as such Certificate in accordance with Section 3.2amount may become payable, may be adjusted, and may be withheld pursuant to this Agreement) allocated thereto pursuant to the Final Allocation Certificate.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Each Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration. Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time (other than (1) Company Shares owned by Parent, Merger Sub I, Merger Sub II or any other direct or indirect wholly owned Subsidiary of Parent, or Company Shares owned by the Company or any direct or indirect wholly owned Subsidiary of the Company, and in each case not held on behalf of third parties, and (2) Company Shares that are owned by Stockholders (“Dissenting Stockholders”) who have properly made and not withdrawn a demand for appraisal rights pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL (the Company Shares referred to in clauses (1) and (2), the “Excluded Shares”)) shall no longer be outstanding and converted into the right to receive the Per Share Merger Consideration. At the Effective Time, all of the Company Shares shall automatically cease to be canceled and retired outstanding, shall be cancelled and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock certificate (each, a “Certificate”) formerly representing any of the Company Shares (other than Excluded Shares) shall cease to have any rights with respect thereto, except thereafter represent only the right to receive the Per Share Merger Consideration, without interest. With respect to the Per Share Closing Consideration therefor upon surrender component of such Certificate the Per Share Merger Consideration, at the election of each Stockholder in accordance with the procedures set forth in Section 3.25.5(b), each Company Share shall represent the right to receive the following: (i) for each Company Share with respect to which the Standard Election has been made (or deemed to have been made) and not been revoked pursuant to Section 5.5(b), the Per Share Standard Election Consideration; (ii) for each Company Share with respect to which the Cash Election has been made and not been revoked pursuant to Section 5.5(b), the Per Share Cash Election Consideration; or (iii) for each Company Share with respect to which the Stock Election has been made and not been revoked pursuant to Section 5.5(b), the Per Share Stock Election Consideration.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the First Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock (as defined below) or any capital stock of either Merger Sub: (a) All shares of common stock, without par value $0.01 per sharevalue, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub Subs or Parent (other than shares in trust accounts, managed accounts and the like or shares held in satisfaction of a debt previously contracted) shall be cancelled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger ConsiderationConsideration (as defined below). Shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 2.1(a) are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting SharesShares (as defined below)) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 the following consideration: (i) Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been properly made and not revoked or lost pursuant to Section 2.2(c) (each a “Cash Electing Company Share”) shall (subject to Section 2.2(d)) be converted into the right to receive $23.00 in cash without interest (such per share amount is hereinafter referred to as the “Exchange RatioCash Consideration”). (ii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 2.2(c) (each a “Stock Electing Company Share”) shall (subject to Section 2.2(d)) be converted into the right to receive the number of validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”) determined by dividing (A) $23.00 by (B) the Parent Trading Price (as defined in Section 2.1(b)(iv) below) (such quotient, the “Exchange Ratio”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Parent Stock Consideration”); provided, however, that (x) if the number determined by dividing $23.00 by the Parent Trading Price (as defined below) is less than or equal to 1.03896, the Exchange Ratio shall be 1.03896 and (y) if the number determined by dividing $23.00 by the Parent Trading Price is greater than or equal to 1.40565, the Exchange Ratio shall be 1.40565. (iii) Each share of Company Common Stock that is not (x) an Excluded Share or (y) a share of Company Common Stock with respect to which a Cash Election or a Stock Election has been properly made and not revoked or lost pursuant to Section 2.2(c) (each, a “Non-Electing Company Share”) shall be converted into the right to receive the Cash Consideration or the Parent Stock Consideration, as determined pursuant to Section 2.3. (iv) As used in this Agreement, the term “Parent Trading Price” means the average closing price of a share of Parent Stock, as reported on the NASDAQ Global Select Market, for the twenty (20) consecutive trading days ending on the second trading day preceding the Closing Date. Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2.

Conversion of Company Capital Stock. At the Effective Time, by virtue (i) Each issued and outstanding share of the Merger and without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.01 .0001 per share, of the Company (the “"Company Common Stock”") held in treasury or owned directly by the Company, any Subsidiary of the Company, Merger Sub or Parent (other than shares to be cancelled in trust accounts, managed accounts accordance with Section 2.1(b) and the like or other than shares held that are Dissenting Shares (as defined in satisfaction of a debt previously contractedSection 2.1(d)(i)) shall be cancelled and retired and shall not represent capital stock converted into the right to receive an amount per share in cash (the "Merger Price") equal to the quotient of (x) the Surviving Company and shall not be exchanged for Adjusted Acquisition Price divided by (y) the Merger Consideration. Shares number of shares of Company Common Stock that are canceled and retired pursuant to this Section 2.1 are hereinafter referred to as the “Excluded Shares”; and (b) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive 0.7300 (the “Exchange Ratio”) validly issued, fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (the “Parent Stock”), subject to adjustment in accordance with Section 2.1(d) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 2.1(c), is hereinafter referred to as the “Merger Consideration”). Effective as of the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Sharesthe "Outstanding Share Amount"); provided, however, that in no event shall the aggregate Merger Price exceed the sum of (i) 66,942,037 plus (ii) the aggregate amount in cash received by the Company after the date of this Agreement and prior to the Effective Time upon exercise of Options. All such shares of Company Common Stock shall no longer be outstanding and shall be cancelled automatically be canceled and retired and shall cease to exist, and each holder of certificates or evidence of shares in book-entry form which immediately prior to the Effective Time evidenced a certificate representing any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive receive, subject to the terms of the Escrow Agreement and the Tax Escrow Agreement and Sections 2.1(c)(ii), (iii) and (iv), the Merger Consideration therefor Price and, if applicable, the Incremental Amount per share, upon the surrender of such Certificate certificate in accordance with Section 3.22.3, without interest. For purposes of this Agreement, the term "Adjusted Acquisition Price" shall be (i) $105,000,000 (the "Acquisition Price") minus (ii) the Closing Liquid Net Worth Adjustment plus (iii) an additional amount equal to the product of (x) the amount determined pursuant to the preceding clauses (i) and (ii) times (y) 6.5% per year from the Measurement Date to the Effective Time, calculated on an uncompounded basis. (ii) The first $20,000,000 of the aggregate Merger Price and, if applicable, Incremental Amount (the "Indemnity Amount") shall be deposited into escrow pursuant to the terms of the Escrow Agreement. In accordance with the terms of the Escrow Agreement, following completion of the Escrow period, the Remaining Escrow Balance shall be deposited with the Payment Agent in accordance with Section 2.3 for distribution to the holders of shares of the Company Common Stock as of the Effective Time in proportion to their respective share ownership. (iii) If the Tax Insurance Election is made, to the extent the aggregate Merger Price and, if applicable, Incremental Amount exceeds $20,000,000, the next $20,000,000 of the aggregate Merger Price and, if applicable, Incremental Amount (the "Tax Escrow Amount") shall be deposited into escrow pursuant to the terms of the Tax Escrow Agreement. In accordance with the terms of the Tax Escrow Agreement, following completion of the Tax Matters Escrow Period, the Tax Escrow Balance shall be deposited with the Payment Agent in accordance with Section 2.3 for distribution to the holders of shares of Company Common Stock as of the Effective Time in proportion to their respective share ownership. (iv) To the extent the aggregate Merger Price and, if applicable, Incremental Amount exceeds $20,000,000 or, if the Tax Insurance Election is made, $40,000,000, the next $500,000 of the aggregate Merger Price and, if applicable, Incremental Amount (the "Stockholder Representative Expense Amount") shall be paid to the Stockholders' Representative for the purpose of funding expenses in connection with his performance of the duties of Stockholders' Representative; provided that the Stockholders' Representative shall deliver an undertaking to the Company pursuant to which he will agree to deliver to the Payment Agent any portion of such amount not utilized for such purpose, which portion shall be distributed to the holders of shares of Company Common Stock as of the Effective Time in proportion to the respective share ownership. (v) If the Effective Time occurs prior to the date letters of transmittal are first mailed pursuant to Section 2.4(b), an additional amount per share of Company Common Stock shall be received upon conversion of each share in the Merger in an amount equal to product of (x) the Merger Price and (y) 6.5% per year from the Effective Time until the date letters of transmittal are first mailed pursuant to Section 2.4(b), calculated on an uncompounded basis (the "Incremental Amount").