Common use of Conversion of Company Capital Stock Clause in Contracts

Conversion of Company Capital Stock. Subject to Section 3.2 and Section 3.3, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1.

Conversion of Company Capital Stock. Subject Except as otherwise provided in Section 2.6(a)(i), and subject to Section 3.2 2.6(b) and Section 3.3, 2.6(e): (i1) each Each share of common stockCompany Series A Common Stock issued and outstanding immediately prior to the Effective Time shall automatically, par value $0.001 per share, and without any election on the part of the Company Stockholders, be converted into and become the right to receive a number of validly issued, fully paid and nonassessable shares of Parent Class A Common Stock equal to the Common Exchange Ratio, with any Fractional Share to be treated in accordance with Section 2.6(f) (“such shares of Parent Class A Common Stock, the “Series A Consideration”); (2) Each share of Company Series B Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting StockholdersShares) shall automatically, and without any election on the part of the Company Stockholders, be converted into and become the right to receive a number of validly issued, fully paid and nonassessable shares of Parent Class A Common Stock equal to the Common Per-Exchange Ratio, with any Fractional Share Merger Consideration treated in cashaccordance with Section 2.6(f) (such shares of Parent Class A Common Stock, payable to the holder thereof, without interest, “Series B Consideration”); (ii3) each Each share of Company Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) C Common Stock issued and outstanding immediately prior to the Effective Time (other than shall automatically, and without any shares election on the part of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting the Company Stockholders) shall , be converted into and become the right to receive a number of validly issued, fully paid and nonassessable shares of Parent Class A Common Stock equal to the Common Exchange Ratio, with any Fractional Share treated in accordance with Section 2.6(f) (such shares of Parent Class A Common Stock, the “Series C Consideration” and, together with the Series A Preferred Per-Share Merger Consideration in cashand the Series B Consideration, payable to the holder thereof, without interest, “Common Consideration”); and (iii4) each Each share of Series B Company Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than shall automatically, and without any shares election on the part of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting the Company Stockholders) shall , be converted into and become the right to receive the Series B Preferred Per-Share Merger Consideration in cashone validly issued, payable to the holder thereof, without interest, (iv) each fully paid and nonassessable share of Series C Parent Preferred Stock (such shares of Parent Preferred Stock, par value $0.001 per sharethe “Preferred Consideration”, and together with the Common Consideration, the “Merger Consideration”). From and after the Effective Time, all shares of the Company (“Series C Preferred Stock”) issued and Capital Stock that were outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock shall cease to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and, except as otherwise provided in Section 2.6(a)(i) and subject to Section 2.6(b), Section 2.6(c) and Section 2.6(e), each Certificate which holder of (A) a certificate (a “Certificate”) that immediately prior to the Effective Time represented such shares shall or (B) such shares immediately prior to the Effective Time in non-certificated book-entry form (the “Book Entry Shares”) shall, in each case, thereafter represent cease to have any rights with respect to such shares of Company Capital Stock, except the right to receive the portion of the Merger Consideration payable to be issued in consideration therefor. Certificates previously representing , cash in lieu of any Fractional Share pursuant to Section 2.6(f) and any dividends or other distributions to which holders of shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable become entitled in respect of such Certificates accordance with this Article II upon the surrender of such Certificates Certificate (subject to Section 2.7(h)) or exchange of Book Entry Shares in accordance with the provisions of Section 3.12.7.

Conversion of Company Capital Stock. Subject to Section 3.2 (a) At the Effective Time, by virtue of the Merger and Section 3.3without any action on the part of the holder of any shares of Company Capital Stock, Wireless or Merger Sub (i) each share ALL shares of common stock, par value $0.001 per share, of the Company (“Common Stock”) Stock which are issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interestTime, (ii) each share ALL shares of Company Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) Stock which are issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) Time, and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share ALL shares of Series B Preferred Stock, par value $0.001 per share, of the Company Common Stock issuable under any "OUTSTANDING COMPANY STOCK OPTIONS" (“Series B Preferred Stock”as defined below) which are issued and outstanding immediately prior to the Effective Time (other than any Time, shall collectively be converted into that number of shares of Series B Preferred Stock common stock, $.001 par value per share (the "WIRELESS COMMON STOCK") of Wireless (the "INITIAL WIRELESS MERGER STOCK") as shall, in the aggregate, be equal to seventy-seven and one-half (77.5%) percent of the aggregate number of shares of "FULLY-DILUTED WIRELESS STOCK" (as defined) to be canceled pursuant issued and outstanding AFTER giving effect to Section 2.6(b) and any the issuance of all shares of Series B Preferred such Initial Wireless Merger Stock. As used herein, the term "FULLY-DILUTED WIRELESS Stock" shall mean, as at the date in question (i) the aggregate number of shares of Wireless Common Stock which are held by Dissenting Stockholdersissued and outstanding, plus (ii) shall such additional number of shares of Wireless Common Stock that would be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cashissued and outstanding, payable after giving effect to the holder thereofexercise of all the outstanding options, without interestwarrants or other stock purchase rights and the conversion into Wireless Common Stock of all then outstanding convertible notes, (iv) each share of Series C Preferred convertible preferred stock or other securities convertible into or exchangeable for Wireless Common Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued . Based on Wireless' representations and outstanding warranties contained herein that immediately prior to the Effective Time (other than any Closing Date the Fully-Diluted Wireless Stock shall consist of 4,500,000 shares, on the Closing Date, Wireless shall issue a total of 15,500,000 shares of Series C Preferred Initial Wireless Merger Stock to be canceled pursuant to Section 2.6(b) and any the Company Stockholders; at which time an aggregate of 20,000,000 shares of Series C Preferred Fully-Diluted Wireless Stock which are held by Dissenting Stockholders) shall be converted into issued and outstanding. At the right to receive the Series C Preferred Per-Share Merger ConsiderationEffective Time, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Capital Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) no longer shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be deemed outstanding and automatically shall automatically be canceled and retired and shall cease to exist, and each Certificate holder of a certificate representing any such shares of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive the Initial Wireless Merger Stock and the "ADDITIONAL WIRELESS MERGER STOCK" (as hereinafter defined), without any interest thereon. (b) At the Effective Time, each full outstanding share of Company Common Stock shall be converted into that number of shares of Initial Wireless Merger Stock as shall be determined by multiplying the aggregate number of shares of Initial Wireless Merger Stock (to represent 77.5% of the aggregate number of shares of Fully-Diluted Wireless Stock) by a fraction (i) the numerator of which shall be one, and (ii) the denominator of which shall be the "FULLY-DILUTED COMPANY STOCK" As used herein, the term "FULLY-DILUTED COMPANY STOCK" shall mean, immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive SUM of (x) the portion aggregate number of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Common Stock shall which are issued and outstanding, plus (y) such additional number of shares of Company Common Stock that would be exchanged for issued and outstanding, if all outstanding shares of Company Series A Preferred Stock had been converted into Company Common Stock immediately prior to the portion Effective Time of the Merger, plus (z) such additional number of shares of Company Common Stock that would be issued and outstanding if all Outstanding Company Stock Options (as defined below) were fully exercised by the holders thereof immediately prior to the Effective Time of the Merger. (c) For the avoidance of doubt and assuming (i) there is an aggregate of 4,500,000 shares of Fully-Diluted Wireless Stock outstanding on the Closing Date, and (ii) an aggregate of 36,517,467 shares of Fully-Diluted Company Stock outstanding on the Closing Date, each share of Fully-Diluted Company Stock outstanding on the Closing Date would be entitled to receive 0.42445 shares of Initial Wireless Merger Consideration payable Stock, or an aggregate of 15,500,000 shares of Wireless Merger Stock in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1exchange for all Fully-Diluted Company Stock.

Conversion of Company Capital Stock. (i) Subject to Section 3.2 2.1(b) and Section 3.32.3(a), (i) each share of common stock, par value $0.001 0.01 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (such shares collectively, “Common Shares” or “Shares” and each, a “Common Share” or “Share”), including any Common Shares issued upon the conversion of any Preferred Shares (as defined in Section 2.1(c)(ii)) into Common Shares by the holder thereof prior to the Effective Time, in each case other than any shares of Common Stock Cancelled Shares (to be canceled pursuant to the extent provided in Section 2.6(b2.1(b)) and any shares of Dissenting Common Stock which are held by Dissenting Stockholders) Shares (as defined, and to the extent provided in Section 2.3(a)), shall be cancelled and shall be converted automatically into the right to receive from the Surviving Corporation $8.50 per Common Per-Share Merger Consideration in cash, without interest (the “Merger Consideration”) payable to the holder thereofthereof upon surrender in the manner provided in Section 2.2(b) of the certificate or certificates (a “Certificate”), without interestor of Common Shares not represented by certificates (“Book Entry Shares”), which in each case immediately prior to the Effective Time evidenced such Shares. (ii) Subject to Section 2.1(b) and 2.3(a), each share of Series A Cumulative Mandatory Convertible Preferred StockStock (liquidation preference $25.00 per share), par value $0.001 0.01 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (such shares collectively, “Preferred Shares” and each, a “Preferred Share”), to the extent not converted by the holder thereof into Shares prior to the Effective Time, other than any shares of Series A Preferred Stock Cancelled Shares (to be canceled pursuant to the extent provided in Section 2.6(b2.1(b)) and any shares of Series A Dissenting Preferred Stock which are held by Dissenting Stockholders) Shares (as defined, and to the extent provided in Section 2.3(a)), shall be cancelled and shall be converted automatically into the right to receive from the Series A Surviving Corporation $13.7097 per Preferred Per-Share Merger Consideration in cash, without interest (the “Preferred Merger Consideration”) payable to the holder thereof, without interest, (iiithereof upon surrender in the manner provided in Section 2.2(b) each share of Series B Preferred Stock, par value $0.001 per share, of the Company certificate or certificates (a “Series B Preferred StockCertificate”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented evidenced such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1Preferred Shares.

Conversion of Company Capital Stock. Subject to Section 3.2 At the Effective Time, by virtue of the Merger and Section 3.3without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Stock (ias defined below) each share or any capital stock of Merger Sub: (a) All shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of 10.00% Series A B Cumulative Preferred Stock, par value $0.001 per share, of the Company (the “Series B Preferred”, and with the Company Common Stock, the “Company Securities”) 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 canceled and retired and shall not represent capital stock of the Surviving Company and shall not be exchanged for the Merger Consideration (as defined below). Shares of Company Securities that are canceled and retired pursuant to this Section 2.1(a) and Dissenting Shares are collectively hereinafter referred to as the “Excluded Shares”; and (i) Each share of Company Common Stock (other than any Excluded 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 three one-hundredths of a share, or 0.03 shares (the “Common Exchange Ratio”), of validly issued, fully paid and nonassessable shares of 10.0% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share, of Parent (the “Parent Stock”), and each share of Series B Preferred (other than any Excluded Shares) issued and outstanding immediately prior to the Effective Time shall (subject to Section 2.1(c)) be converted into and become the right to receive two and one-half shares, or 2.5 shares (the “Preferred Exchange Ratio”), of validly issued, fully paid and nonassessable shares of Parent Stock, in each case subject to adjustment in accordance with Section 2.1(c) (such per share amounts pursuant to the Common Exchange Ratio and the Preferred Exchange Ratio, together with any shares of Parent Stock in lieu of fractional shares to be paid pursuant to Section 2.1(b), is hereinafter referred to as the “Merger Consideration”). The rights, preferences, privileges and limitations of the Parent Stock shall be as set forth in a certificate of designation in the form as is set forth in Exhibit B, which is to be filed by Parent with the Secretary of State of the State of Delaware on the Closing Date (the “Certificate of Designation”). Effective as of the Effective Time, each share of Company Securities issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”Excluded Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and (A) each Certificate which immediately prior certificate formerly representing any of the shares of Company Securities (other than Excluded Shares) (each a “Certificate”) and (B) each uncertificated share of Company Securities (an “Uncertificated Share”) registered to a holder on the Effective Time represented such shares stock transfer books of the Company (other than Excluded Shares) shall thereafter represent only the right to receive the portion applicable Merger Consideration, shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.4. (b) No fractional shares of Parent Stock shall be issued in respect of shares of Company Securities that are to be converted in the Merger into the right to receive shares of Parent Stock. Each holder of an Uncertificated Share or a Certificate (other than holders of Certificates representing Excluded Shares) shall be entitled to receive in lieu of any fractional share of Parent Stock to which such holder would otherwise have been entitled pursuant to Section 2.1(b) one whole share of Parent Stock. (c) If, on or after the date of this Agreement and prior to the Effective Time, Parent splits, combines into a smaller number of shares, or issues by reclassification, any shares of Parent Stock, then the Merger Consideration payable therefor. Certificates previously representing shares and any dependent items shall be appropriately adjusted to provide to the holders of Company Capital Securities the same economic effect as contemplated by this Agreement prior to such action, and as so adjusted shall, from and after the date of such event, be the Merger Consideration or other dependent item, as applicable, subject to further adjustment in accordance with this sentence. Notwithstanding the foregoing, Parent and the Company agree that as of the date of this Agreement and as of the Effective Time, the value per share of Parent Stock shall be exchanged for $10.00, which is the portion stated value of the Merger Consideration payable Parent Stock as set forth in respect the Certificate of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1Designation.

Conversion of Company Capital Stock. Subject to Section 3.2 and Section 3.3, (i1) each Each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(bCancelled Shares) and any shares of Common Stock which are held by Dissenting Stockholders) shall will be converted into the right to receive receive, and become exchangeable for: (A) 0.196 (the “Common Per-Share Exchange Ratio”) of a share of Holdco Common Stock (the “Common Merger Consideration Consideration”); (B) any cash in cash, lieu of fractional shares of Holdco Common Stock payable pursuant to Section 2.01(b)(v); and (C) any dividends or other distributions to which the holder thereof, without interest, thereof becomes entitled to upon the surrender of such shares of Holdco Common Stock in accordance with Section 2.05(g). (ii2) each Each share of Company Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Cancelled Series A Preferred Stock to be canceled pursuant to Section 2.6(bShares and Dissenting Shares) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall will be converted into the right to receive receive, and become exchangeable for, that number of shares of Holdco Common Stock equal to the sum of: (A) the product of (1) that number of shares Company Common Stock that such share of Company Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to Stock could be converted into at the Effective Time (other than any shares including, for the avoidance of Series B doubt, the applicable Fundamental Change Additional Shares and Accumulated Dividends) multiplied by (2) by the Common Exchange Ratio (the “Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred StockCommon Merger Consideration, the “Preferred StockMerger Consideration”); (B) issued and outstanding immediately prior to the Effective Time (other than any cash in lieu of fractional shares of Series C-1 Preferred Holdco Common Stock to be canceled payable pursuant to Section 2.6(b2.01(b)(v); and (C) and any shares of Series C-1 Preferred Stock dividends or other distributions to which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease thereof becomes entitled to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates shares of Holdco Common Stock in accordance with the provisions of Section 3.12.05(g).

Conversion of Company Capital Stock. Subject At the Effective Time, Purchaser shall provide the Company Shareholders and holders of Company Shareholder Notes (as hereafter defined) with an aggregate consideration ("Closing Consideration") equal in value to $10,000,000 less the amount of Section 3.2 4.7 Expenses, payable in shares of Purchaser Series A Preferred Stock to the Company Preferred Shareholders and holders of Company Shareholder Notes (collectively, the "Closing Merger Shares") and payable in cash to the Company Common Shareholders. Twenty-five percent (25%) of the Closing Merger Shares shall be held in escrow (the "Escrow Shares") pursuant to the Indemnity Escrow Agreement, and seventy-five percent (75%) of the Closing Merger Shares shall be issued to the Company Preferred Shareholders and holders of Company Shareholder Notes at the Closing. The manner and basis of converting shares of the Company Preferred Stock and Company Shareholder Notes into Closing Merger Shares and shares of Company Common Stock into cash shall be as follows: (a) Except as provided in Section 3.33.2, (i) all promissory notes between the Company and the noteholders set forth by name of holder and amount on Schedule 3.1 (a) (collectively, the "Company Shareholder Notes") shall be satisfied in full by delivery to the noteholders of a number of shares of Purchaser Series A Preferred Stock equal to (x) the outstanding principal and all accrued but unpaid interest on the Company Shareholder Notes as of the Closing Date (the "Note Consideration") divided by (y) $3.00 (as adjusted for share splits, share dividends and share recombinations with respect to Purchaser Common Stock between the date hereof and the Closing) (the "Closing Price"); (ii) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) issued and Preferred Stock which shall be outstanding immediately prior to the Effective Time (other than shall, at the Effective Time, by virtue of the Merger and without any shares action on the part of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall the holder thereof, be converted into only the right to receive the Common Per-Share Merger Consideration in cash, payable shares of Purchaser Series A Preferred Stock equal to the holder thereof, without interest, preferred share exchange ratio set forth on Schedule 3.1 (iia) (the "Preferred Exchange Ratio"); and (iii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and Common Stock which shall be outstanding immediately prior to the Effective Time (other than shall, at the Effective Time, by virtue of the Merger and without any shares action on the part of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall the holder thereof, be converted into only the right to receive the Series A Preferred Per-Share Merger Consideration cash in cash, payable an amount equal to the holder thereofcommon share exchange ratio set forth on Schedule 3.1(a) (the "Common Exchange Ratio"). No Company Capital Stock shall be deemed to be outstanding or to have any rights other than those set forth above in this Section 3.1 after the Effective Time. (i) Additional merger consideration shall be provided to the Company Preferred Shareholders and to the holders of Company Shareholder Notes as follows: If the average per share closing price (as published in The Wall Street Journal) of Purchaser Common Stock for all trading days during the period from October 1, without interest2000 to and including December 31, 2000 (the "Market Price") is not equal to or greater than $3.00 (as adjusted for share splits, share dividends and share recombinations with respect to Purchaser Common Stock between the date hereof and December 31, 2000), then, subject to subparagraphs (ii) and (iii) each share of Series B this Section 3.1(b) and Section 3.1(d), Purchaser will issue to the Company Preferred StockShareholders and to the holders of Company Shareholder Notes an aggregate number of shares of Purchaser Common Stock (the "Additional Shares") determined by dividing (a) the product obtained by multiplying (i) the number of Adjusted Merger Shares, par value by (ii) the excess of (A) $0.001 per share3.00, over (B) the greater of the Company Market Price or $1.50 (“Series B Preferred Stock”the amount referred to in this clause (B) issued being the "Adjustment Market Price"), by (b) the Adjustment Market Price (all as adjusted for share splits, share dividends and outstanding immediately share recombinations between the date hereof and December 31, 2000). Any such Additional Shares shall be subject to all of the same benefits and restrictions described herein in respect of the Adjusted Merger Shares, including, without limitation, those described in Section 4.1 hereof; provided however that no adjustment shall be made in the number of Additional Shares nor shall any additional payments be required with respect to any dividends or other distributions made with respect to Purchaser Common Stock prior to the Effective Time issuance of the Additional Shares. The Additional Shares shall be allocated in the following manner: a number of Additional Shares shall be issued to the holders of Company Shareholder Notes (pro rata in accordance with their receipt of Closing Merger Shares at the Closing) equal to the product of (x) a fraction, the numerator of which is the aggregate number of Closing Merger Shares issued at Closing to the holders of Company Shareholder Notes (in their capacities as such and including any shares to which such holders are otherwise entitled which were issued to Representative pursuant to Section 7.5 of this Agreement), and the denominator of which is the aggregate number of Closing Merger Shares, multiplied by (y) the number of Additional Shares. The Additional Shares that are not issued to the holders of Company Shareholder Notes as provided in the preceding sentence shall be issued to the holders of Company Preferred Stock pro rata according to the ratio of the number of Closing Merger Shares issued to a holder of Company Preferred Shares compared to the aggregate number of Closing Merger Shares received by all holders of Company Preferred Stock (all in their capacities as such, and including any shares to which such holders are otherwise entitled which were issued to Representative pursuant to Section 7.5 of this Agreement). Each Company Preferred Shareholder's or holder of Company Shareholder Notes' right to Additional Shares in accordance with the terms hereof is not voluntarily assignable by any Company Preferred Shareholder or holder of Company Shareholder Notes. If Additional Shares are required to be issued pursuant to the terms hereof, Purchaser shall notify its transfer agent on January 5, 2001 to issue and deliver the Additional Shares to the Company Preferred Shareholders and the holders of Company Shareholder Notes. (ii) Notwithstanding the foregoing, in the sole and absolute discretion of Purchaser, Purchaser may elect to reduce the number of Additional Shares required to be issued pursuant to the immediately preceding paragraph as follows. In lieu of issuing Additional Shares, Purchaser may make a cash payment in an amount equal to the Market Price of such Additional Shares not being issued. In no event, however, shall the amount of cash payments made by Purchaser pursuant to this paragraph exceed 55% of the sum of (a) the product obtained by multiplying (i) the Closing Merger Shares, by (ii) the Closing Price and (b) the product obtained by multiplying (x) the number of Additional Shares determined without regard to any reduction pursuant to this paragraph, by (y) the Market Price. Any cash payment option elected by Purchaser pursuant to this paragraph shall be shared among, and reduce the number of Additional Shares to be issued to, the holders of Company Shareholder Notes and the Company Preferred Shareholders, pro rata in accordance with their relative rights to receive Additional Shares. (iii) Notwithstanding any provision in this Section 3.1(b) to the contrary, in the event that Purchaser consummates a Change of Control Transaction (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(bthe Mestek Agreement) between the date hereof and any shares December 31, 2000, the Company Preferred Shareholders and holders of Series B Preferred Stock which are held by Dissenting Stockholders) Company Shareholder Notes shall be converted into the have no right to receive the Series B Preferred Per-Share Merger Consideration Additional Shares or additional cash as provided in cash, payable to the holder thereof, without interest, subparagraphs (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(bi) and any shares of Series C Preferred (ii) above provided that (x) the per share consideration (in cash or securities) for Purchaser Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the or Purchaser Series A Preferred Stock, if the Purchaser Series B A Preferred Stock has not been converted into Purchaser Common Stock) received in such Change of Control Consideration is equal to at least $3.00 (as adjusted for share splits, share dividends and share recombinations with respect to Purchaser Common Stock between the date hereof and the closing date of the Change of Control Transaction), or (y) Purchaser (or its successor-in-interest pursuant to a Change of Control Transaction), shall have redeemed the Purchaser Common Stock (or Purchaser Series C A Preferred Stock, if the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Purchaser Series C-1 A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be has not been converted into Purchaser Common Stock) from the right Company Preferred Shareholders and holders of Company Shareholder Notes for cash in an amount equal to receive the Series C-1 Preferred Per-Share Merger Consideration in cashat least $3.00 per share (as adjusted for share splits, payable share dividends and share recombinations with respect to the holder thereof, without interest. All such shares of Purchaser Common Stock between the date hereof and Preferred Stock the closing date of the Change of Control Transaction). (collectively, the “c) Each share of Company Capital Stock”) shall no longer be outstanding and , if any, held in the treasury of the Company shall automatically be canceled and retired extinguished without any conversion thereof and no payment will be made with respect thereto. (d) In the event that Purchaser consummates a going private transaction ("Going Private Event") at any time between the Closing Date and December 31, 2000, each holder of Adjusted Merger Shares shall cease to exist, and each Certificate which immediately prior to have a thirty (30) day period from the Effective Time represented such shares shall thereafter represent the right to receive the portion closing of the Going Private Event to notify Purchaser of its election to require Purchaser to redeem for cash the Adjusted Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion Shares held by such holder based on a valuation of the Merger Consideration payable Purchaser Common Stock or Purchaser Series A Preferred Stock in respect of such Certificates upon the surrender of such Certificates an appraisal conducted in accordance with the provisions 1934 Act requirements with respect to self-tenders, including Rule 13e-4. Purchaser shall pay the redemption proceeds to the Company Preferred Shareholders and holders of Company Shareholder Notes within thirty (30) days of such notification. The cash proceeds from the redemption of Adjusted Merger Shares that constitute Escrow Shares shall remain in escrow pursuant to the terms of the Indemnity Escrow Agreement. All interest earned on such escrowed cash shall accrue for the benefit of the Company Preferred Shareholders and holders of Company Shareholder Notes. (e) Notwithstanding the foregoing, Purchaser may at its option pay cash in lieu of Closing Merger Shares to any Company Preferred Shareholder and any holder of Company Shareholder Notes that fails to complete, sign and deliver an Investment Letter and Investor Questionnaire in the Form of Exhibit 3.1(e) ("Investment Letter"), in a manner reasonably acceptable to Purchaser, by the second business day prior to the Closing Date. The amount of cash paid to any such Company Preferred Shareholder and any holder of Company Shareholder Notes shall be equal to the Closing Price multiplied by the number of shares of Purchaser Series A Preferred Stock that such Company Shareholder would have otherwise received pursuant to the Preferred Exchange Ratio as provided above. The parties hereto acknowledge that the offering of the Closing Merger Shares is intended to qualify for an exemption from registration under Section 3.14(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder ("Regulation D Exemption"). Purchaser may at its option reject any Investment Letter that Purchaser reasonably believes may cause the offering of the Closing Merger Shares to fail to qualify for the Regulation D Exemption.

Conversion of Company Capital Stock. Subject to Section 3.2 the terms and Section 3.3conditions of this Agreement, at the Effective Time, by virtue of the Merger: (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than but excluding any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) Disregarded Shares), shall be cancelled and extinguished and automatically converted into the right to receive the Common Per-Share Merger Consideration in cash(subject to adjustment pursuant to Section 2.3, payable subject to the holder thereofescrow and expense fund contribution provisions set forth in Section 2.4, without interest, and apportioned between cash and shares of Parent Common Stock as set forth in Section 2.1(d)) an amount equal to the greater of (A) the Series A Preference Per Share Amount or (B) the As-Converted Series A Consideration Per Share (the “Series A Per Share Amount”); (ii) each share of Series A B-1 Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than but excluding any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) Disregarded Shares), shall be cancelled and extinguished and automatically converted into the right to receive (subject to adjustment pursuant to Section 2.3, subject to the escrow and expense fund contribution provisions set forth in Section 2.4, and apportioned between cash and shares of Parent Common Stock as set forth in Section 2.1(d)) an amount equal to the greater of (A) the Series A Preferred PerB-1 Preference Per Share Amount or (B) the As-Converted Series B-1 Consideration Per Share Merger Consideration in cash, payable to (the holder thereof, without interest, “Series B-1 Per Share Amount”); (iii) each share of Series B C Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than but excluding any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) Disregarded Shares), shall be cancelled and extinguished and automatically converted into the right to receive (subject to adjustment pursuant to Section 2.3, subject to the escrow and expense fund contribution provisions set forth in Section 2.4, and apportioned between cash and shares of Parent Common Stock as set forth in Section 2.1(d)) an amount equal to the greater of (A) the Series B Preferred PerC Preference Per Share Amount or (B) the As-Converted Series C Consideration Per Share Merger Consideration in cash, payable to (the holder thereof, without interest, “Series C Per Share Amount”); (iv) each share of Series C D Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than but excluding any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) Disregarded Shares), shall be cancelled and extinguished and automatically converted into the right to receive (subject to adjustment pursuant to Section 2.3, subject to the escrow and expense fund contribution provisions set forth in Section 2.4, and apportioned between cash and shares of Parent Common Stock as set forth in Section 2.1(d)) an amount equal to the greater of (A) the Series C Preferred PerD Preference Per Share Amount or (B) the As-Converted Series D Consideration Per Share Merger Consideration, payable to (the holder thereof, without interest and “Series D Per Share Amount”); and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Common Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than but excluding any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) Disregarded Shares), shall be cancelled and extinguished and automatically converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash(subject to adjustment pursuant to Section 2.3, payable subject to the holder thereofescrow and expense fund contribution provisions set forth in Section 2.4, without interest. All such and apportioned between cash and shares of Parent Common Stock and Preferred Stock (collectively, the “Company Capital Stock”as set forth in Section 2.1(d)) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior an amount equal to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1Residual Per Share Amount.

Conversion of Company Capital Stock. Subject At the Effective Time, on the terms and subject to Section 3.2 the conditions of this Agreement by virtue of the Merger and Section 3.3without any action on the part of the holder of any shares of Company Capital Stock, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Capital Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b1.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cashshares, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per shareif any, of the Company (“Series A Preferred Stock”) issued and Capital Stock outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by a holder who has not voted in favor of the Agreement or consented thereto in writing and who has complied with the requirements of Section 262 of the DGCL ("Dissenting StockholdersShares")) shall be canceled and extinguished and converted into the right to receive such portion of the Series A Preferred Per-Share Merger Consideration in cash, payable as set forth on the Allocation Spreadsheet pursuant to the holder thereofprocedures set forth in Section 1.8 hereof. Concurrent with the execution of this Agreement, without interestthe Company has delivered to Parent a schedule (the "Allocation Spreadsheet") showing, among other matters, (iiii) a true, complete and correct list of (A) the aggregate number of shares of each share class of Series B Preferred StockCompany Capital Stock held by each holder of Company Capital Stock and the amount of Merger Consideration to be received by each such stockholder in exchange for the cancellation of such Company Capital Stock at the Effective Time, par value $0.001 per share(B) the aggregate number of Company Options held by each holder of Company Options, the number of shares of each class of Company Capital Stock in to which such Company Options are exercisable and the amount of Merger Consideration, if any, to be received by each such holder in exchange for the cancellation of such Company Options immediately prior to the Effective Time, (“Series B Preferred Stock”C) issued the aggregate number of Warrants held by each holder of Warrants, the number of shares of each class of Company Capital Stock in to which such Warrants are exercisable and outstanding the amount of Merger Consideration, if any, to be received by each such holder in exchange for the cancellation of such Warrants immediately prior to the Effective Time and (other than any D) the aggregate amount of Notes held by each holder, the number of shares of Series B Preferred each class of Company Capital Stock in to which such Notes are exercisable or convertible and the amount of Merger Consideration, if any, to be canceled pursuant to Section 2.6(b) and any shares received by each such holder in exchange for the cancellation of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding such Notes immediately prior to the Effective Time Time, (other than any shares ii) the amount of Series C Preferred Stock Transaction Expenses payable or to be canceled paid to the Company's counsel, advisors, consultants, investment bankers, accountants, and auditors and experts, and (iii) the amount, if any, arising in connection with (A) any change-in-control provision in any Contract to which the Company or any of its Subsidiaries is a party, including pursuant to Section 2.6(b) the Second Amended and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into Restated Iridian Technologies, Inc. Employee Retention Plan and the right to receive the Series C Preferred Per-Share Merger ConsiderationIridian Technologies, payable to the holder thereofInc. Employee Change In Control Severance Plan, without interest and (vB) each share of Series C-1 Preferred Stock, par value $0.001 per share, obligations to pay severance or other amounts to any employee of the Company (“Series C-1 Preferred Stock” and, together and its Subsidiaries in connection with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately termination of such employee at or prior to the Effective Time Time. Three (other than any shares 3) Business Days prior to the Closing Date, the Company and the Stockholder Representative shall deliver to Parent an updated draft of Series C-1 Preferred Stock to be canceled the Allocation Spreadsheet reflecting the deduction of (x) the Holdback Amount as determined pursuant to Section 2.6(b1.7(a) and any shares (y) the Escrowed Amount as determined pursuant to Section 1.8(a). At the Closing, the Company and the Stockholder Representative shall deliver to Parent the Allocation Spreadsheet setting forth the final calculation of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable such amounts. Notwithstanding anything to the holder thereofcontrary in this Agreement, without interest. All such shares of Common Stock and Preferred Stock (collectivelyincluding the Allocation Spreadsheet, in no event shall the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease aggregate consideration paid by Parent pursuant to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1this Agreement exceed $35,000,000.

Conversion of Company Capital Stock. Subject to Section 3.2 At the Effective Time and Section 3.3, as a result of the Merger 1: (i) each Each share of common stockCompany AA Preferred Stock, par value $0.001 per shareoutstanding at the Effective Time, but excluding Dissenting Shares and Excluded Shares, shall by virtue of the Company (“Common Stock”) issued Merger 1 and outstanding immediately prior to without any action on the Effective Time (other than part of any shares of Common Stock to be canceled pursuant to Section 2.6(b) and party hereto or any shares of Common Stock which are held by Dissenting Stockholders) shall holder thereof, be converted into the right to receive (1) cash in the Common Per-per share amount set forth on the Final Payment Spreadsheet (the “Series AA Cash Amount”) and (2) Parent Ordinary Shares in the per share amount set forth on the Final Payment Spreadsheet (the “Series AA Share Amount”, and together with the Series AA Cash Amount, the “Series AA Amount”), in each case, subject to adjustments and payable as provided in this Agreement. (ii) Each share of Company AA-1 Preferred Stock, outstanding at the Effective Time, but excluding Dissenting Shares and Excluded Shares, shall by virtue of the Merger Consideration in cash, payable to 1 and without any action on the part of any party hereto or any holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive (1) cash in the per share amount set forth on the Final Payment Spreadsheet (the “Series AA-1 Cash Amount”) and (2) Parent Ordinary Shares in the per share amount set forth on the Final Payment Spreadsheet (the “Series AA-1 Share Amount”, and together with the Series A AA-1 Cash Amount, the “Series AA-1 Amount”), in each case, subject to adjustments and payable as provided in this Agreement. (iii) Each share of Company AA-2 Preferred Per-Share Stock, outstanding at the Effective Time, but excluding Dissenting Shares and Excluded Shares, shall by virtue of the Merger Consideration in cash, payable to 1 and without any action on the part of any party hereto or any holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive (1) cash in the per share amount set forth on the Final Payment Spreadsheet (the “Series AA-2 Cash Amount”) and (2) Parent Ordinary Shares in the per share amount set forth on the Final Payment Spreadsheet (the “Series AA-2 Share Amount”, and together with the Series B AA-2 Cash Amount, the “Series AA-2 Amount”, and together with the Series AA Amount and the Series AA-1 Amount, the “Preferred Per-Share Merger Consideration Amount”), in casheach case, subject to adjustments and payable to the holder thereof, without interest, as provided in this Agreement. (iv) each Each share of Series C Preferred StockCompany Common Stock outstanding at the Effective Time, par value $0.001 per share, of the including Company (“Series C Preferred Stock”) Common Stock issued and outstanding immediately prior to the Effective Time (upon exercise of Company Stock Options or other than convertible securities, but excluding Dissenting Shares and Excluded Shares, shall by virtue of the Merger 1 and without any shares action on the part of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall party hereto or any holder thereof, be converted into the right to receive (1) cash in the Series C Preferred Per-per share amount set forth on the Final Payment Spreadsheet (the “Common Cash Amount”) and (2) Parent Ordinary Shares in the per share amount set forth on the Final Payment Spreadsheet (the “Common Share Merger ConsiderationAmount”, payable and together with the Common Cash Amount, the “Common Amount” and, with respect to the holder thereof, without interest and (v) each share of Series C-1 Company Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A applicable Preferred Stock, the Series B Preferred Stock and the Series C Preferred StockAmount, the “Preferred Share Amount”), in each case, subject to adjustments and payable as provided in this Agreement. (v) Each certificate representing any of the Company Capital Stock”, each non certificated Company Capital Stock registered in the Company’s shareholders register and the registration of any holder of a Company Capital Stock in the Company’s shareholders register, shall thereafter only represent the right to receive, with respect to each share of Company Capital Stock, upon surrender of such certificate(s) issued (or an affidavit of loss in lieu thereof pursuant to Section 1.8(j) hereof) in accordance with this Agreement and outstanding subject to the other terms of this Agreement, the Share Amount, subject to withholding Tax and without any interest thereon. The Share Amount that is payable in cash shall be rounded to the nearest cent and computed after aggregating cash amounts for all shares of Company Capital Stock held by such Company Stockholder immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1Time.

Conversion of Company Capital Stock. Subject to Section 3.2 By way of overview, the Aggregate Company Payments will be allocated as follows: First, the Series B Aggregate Preference Amount and Section 3.3, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior Series A Aggregate Preference Amount will be allocated to the Effective Time (other than any shares holders of Common Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per sharerespectively; provided, however, for this purpose the portion of the Company (“Dividend Amount allocated to the holders of Series B Preferred Stock and Series A Preferred Stock”) issued Stock shall be deemed to reduce the Series B Aggregate Preference Amount and outstanding immediately prior the Series A Aggregate Preference Amount, respectively, on a dollar for dollar basis. Then, the remaining amount of the Aggregate Merger Consideration to be distributed to the Effective Time Company Stockholders will be allocated to the shares of Participating Stock pro rata to the number of shares of Participating Stock deemed held until such time as (other than any shares i) the holders of Series A Preferred Stock have received the Series A Aggregate Preference Cap and (ii) the holders of Series B Preferred Stock have received the Series B Aggregate Preference Cap. Then the remaining amount of the Aggregate Merger Consideration to be canceled pursuant distributed to Section 2.6(b) and any the Company Stockholders will be allocated to the shares of Common Stock pro rata to the number of shares of Common Stock deemed held. In the event that the holders of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive or Series B Preferred Stock reach the Series A Aggregate Preference Cap or the Series B Aggregate Preference Cap, as applicable, then the shares of Acquiror Common Stock and cash payable in respect of Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Stock or Series B Preferred Stock, par value $0.001 per shareas applicable, shall be reduced pro rata (valuing the Acquiror Common Stock at the Closing Stock Price) from the non-dividend portions of Aggregate Merger Consideration payable to such Company Stockholders to the extent necessary to cause the amounts so distributed to such holders to not exceed the applicable preference caps (the aggregate amount of cash constituting such reduction, the “Redistributed Cash Amount” and the aggregate number of shares of Acquiror Common Stock constituting such reduction, the “Redistributed Stock Number”). In each case, of the portions of the Aggregate Company Payments allocated to each Company Stockholder, an amount of cash equal to such portion multiplied by the Escrow Percentage (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to or such lesser percentage as set forth in Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders2.7(d)) shall be converted deposited into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled escrow pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1this Agreement and the Escrow Agreement.

Conversion of Company Capital Stock. Subject to Section 3.2 At the Effective Time, by virtue of the Merger and Section 3.3without any action on the part of Parent, the Company or the holder of any of the shares of Company Capital Stock, Parent Common Stock or any capital stock of Merger Sub: (ia) each share All shares of common stock, par value $0.001 0.0001 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company or any Subsidiary of the 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(a) are hereinafter referred to as the “Cancelled Shares”; (b) All amounts owed (including any outstanding principal, accrued and unpaid interest, fees, prepayment penalties, and amounts owed by the Company under Section 2.2 of the July NPA) under all tranches of Notes of the Company issued pursuant to that certain Note Purchase Agreement, dated July 31, 2019 by and among the Company, as borrower, and the lenders party thereto (the “July NPA”), shall, immediately prior to the conversion in Section 2.1(d) below, be converted into shares of Series E Preferred Stock, par value $0.0001 per share, of the Company; (c) Each share of Series D Preferred Stock, par value $0.0001 per share, of the Company issued and outstanding immediately prior to the Effective Time shall, immediately prior to the conversion in Section 2.1(e) below, be converted into Company Common Stock in accordance with the Certificate of Incorporation of the Company; (d) Each share of Series E Preferred Stock, par value $0.0001 per share, of the Company (other than (i) Cancelled Shares and (ii) Dissenting Shares, but including any Series E Preferred Stock issued as set forth in Section 2.1(b)) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive a number of validly issued, fully paid and nonassessable shares of Series D Convertible Preferred Stock, par value $0.0001 per share, of Parent, on the terms set forth in the term sheet attached as Exhibit D hereto (the “Parent Merger Preferred Stock”) equal to, in the case of all shares of Series E Preferred Stock, the Preferred Exchange Ratio as set forth on the Merger Consideration Schedule; (e) Each share of Company Common Stock (other than (i) Cancelled Shares and (ii) Dissenting Shares, but including any Company Common Stock issued as set forth in Section 2.1(c))) issued and outstanding immediately prior to the Effective Time shall be converted into and become the right to receive a number of validly issued, fully paid and nonassessable shares of Parent Merger Preferred Stock equal to, in the case of all shares of Company Common Stock, the Common Exchange Ratio as set forth on the Merger Consideration Schedule; (i) Effective as of the Effective Time, each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b(i) Cancelled Shares and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”Shares) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which holder of certificates or evidence of shares in book-entry form that immediately prior to the Effective Time represented such evidenced shares of Company Capital Stock (each, a “Certificate”) shall thereafter represent cease to have any rights with respect thereto, except the right to receive the portion Merger Consideration therefor upon surrender of such Certificate in accordance with Section 3.2. The shares of Parent Merger Preferred Stock to be issued pursuant to this Section 2.1 is hereinafter referred to as the “Merger Consideration” and the issuance of such Merger Consideration is hereinafter referred to as the (the “Parent Stock Issuance ”). (ii) Notwithstanding anything to the contrary set forth in this Agreement, and for purposes of calculating the Preferred Exchange Ratio and Common Exchange Ratio, the number of shares of Parent Merger Preferred Stock to be issued as a result of the Parent Stock Issuance, together with the number of shares of Parent Common Stock issuable as a result of the assumption of Company Options pursuant to Section 2.2 below, shall be equal to three times (3x) the number of shares of Parent Common Stock issued and outstanding on a fully-diluted basis immediately prior to the Effective Time. (f) Each share of common stock, par value $0.0001 per share, of Merger Consideration payable thereforSub issued and outstanding immediately prior to the Effective Time shall be converted into and become one newly issued, fully paid, and non-assessable share of common stock, par value $0.0001 per share, of the Surviving Company with the same rights, powers, and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Company. Certificates previously From and after the Effective Time, all certificates representing shares of common stock of Merger Sub shall be deemed for all purposes to represent the number of shares of common stock of the Surviving Company into which they were converted in accordance with the immediately preceding sentence; (g) No fractional shares of Parent Merger Preferred Stock shall be issued in respect of shares of Company Capital Stock shall that are to be exchanged converted in the Merger into the right to receive shares of Parent Merger Preferred Stock. If any fractional share of Parent Merger Preferred Stock would, except for the portion provisions of this Section, be issuable to a holder of a Certificate (other than holders of Certificates representing (i) Cancelled Shares or (ii) Dissenting Shares) or convertible security of the Company pursuant to the Merger Consideration, the number of shares of Parent Merger Preferred Stock to be issued to such holder of a Certificate or convertible security of the Company in the Merger will be rounded up to the nearest whole share of Parent Merger Preferred Stock; and (h) If, on or after the date of this Agreement and prior to the Effective Time, Parent splits, combines into a smaller number of shares, or issues by reclassification any shares of Parent Merger Preferred Stock, then the Merger Consideration payable in respect and any dependent items shall be appropriately adjusted to provide to the holders of Company Capital Stock the same economic effect as contemplated by this Agreement prior to such action, and as so adjusted shall, from and after the date of such Certificates upon event, be the surrender of such Certificates Merger Consideration or other dependent item, as applicable, subject to further adjustment in accordance with the provisions of Section 3.1this sentence.

Conversion of Company Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the holders thereof: (a) Subject to Section 3.2 the provisions of this ARTICLE II (including Sections 2.13, 2.18 and Section 3.3, 2.19) and ARTICLE IX: (i) each share of common stockCommon Stock, $0.0001 par value $0.001 per share, of the Company (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled or which remain outstanding pursuant to Section 2.6(b2.7 and Dissenting Shares) and any shares of Common Stock which are held by Dissenting Stockholders) shall will be converted automatically into the right to receive the Common Per-Per Share Merger Consideration Amount in cash, payable to without interest thereon (the holder thereof, without interest, “Common Merger Consideration”); (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled or which remain outstanding pursuant to Section 2.6(b2.7 and Dissenting Shares) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall will be converted automatically into the right to receive the Series A Preferred Per-Per Share Merger Consideration Amount in cash, payable to without interest thereon (the holder thereof, without interest, “Series A Merger Consideration”); (iii) each share of Series B A-1 Preferred StockStock issued and outstanding immediately prior to the Effective Time (other than any shares of Series A-1 Preferred Stock to be canceled or which remain outstanding pursuant to Section 2.7 and Dissenting Shares) will be converted automatically into the right to receive the Series A-1 Per Share Amount in cash, par value $0.001 per share, without interest thereon (the “Series A-1 Merger Consideration”); (iv) each share of the Company (“Series B Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled or which remain outstanding pursuant to Section 2.6(b2.7 and Dissenting Shares) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall will be converted automatically into the right to receive the Series B Preferred Per-Per Share Merger Consideration Amount in cash, payable to without interest thereon (the holder thereof, without interest, “Series B Merger Consideration”); (ivv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled or which remain outstanding pursuant to Section 2.6(b2.7 and Dissenting Shares) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall will be converted automatically into the right to receive the Series C Preferred Per-Per Share Amount in cash, without interest thereon (the “Series C Merger Consideration,” and any of the Common Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred StockMerger Consideration, the Series A-1 Merger Consideration, the Series B Preferred Stock and Merger Consideration or the Series C Preferred Stock, Merger Consideration (as applicable) is also referred to as the (“Preferred StockMerger Consideration”); (vi) each Common Stock Warrant issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) shall terminate and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted automatically into the right to receive an amount equal to (i) (a) the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such number of shares of Common Stock and Preferred underlying the applicable Common Stock Warrant multiplied by (collectively, b) the Common Per Share Amount; minus (ii) (a) the exercise price of the applicable Common Stock Warrant multiplied by (b) the number of shares of Common Stock underlying such Common Stock Warrant (the “Company Capital StockCommon Stock Warrant Consideration”); and (vii) shall no longer be each Series B Warrant issued and outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent terminate and be converted automatically into the right to receive an amount equal to (i) (a) the portion number of shares of Series B Preferred Stock underlying the applicable Series B Warrant multiplied by (b) Series B Per Share Amount; minus (ii) (a) the exercise price of the Merger Consideration payable therefor. Certificates previously representing applicable Series B Warrant multiplied by (b) the number of shares of Series B Preferred Stock underlying such Series B Warrant (the “Series B Warrant Consideration,” and together with the Common Stock Warrant Consideration, the “Warrant Consideration”). (b) Upon conversion of the Company Capital Stock pursuant to Section 2.6(a), each holder of a Certificate representing any such Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive, subject to this ARTICLE II and ARTICLE IX, the applicable Merger Consideration to be exchanged for the portion paid in consideration therefor upon surrender of the such Certificate in accordance with Section 2.12 hereof (or upon compliance with Section 2.15), without interest thereon. The Merger Consideration payable in respect to any Stockholder for whom there are outstanding Stockholder Loans as of the Effective Time shall be reduced (but not past zero) by the amount of such Certificates upon Stockholder Loans (which Stockholder Loans shall be discharged to the surrender extent of such Certificates reduction in Merger Consideration in accordance with the provisions of Section 3.16.11).

Conversion of Company Capital Stock. Subject to Section 3.2 Sections 1.8, 1.9 and Section 3.31.10, (i) at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company, each share of common stockCompany Capital Stock owned by Parent, par value $0.001 per shareMerger Sub, of the Company (“Common Stock”) issued or any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time, if any, shall, be canceled without payment of any consideration with respect thereto and each other share of Company Capital Stock outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive from Parent, following the Common Per-Share Merger Consideration surrender of the certificate representing such share of Company Capital Stock in cashaccordance with Section 1.10, payable the following consideration: (i) each share of Series E Convertible Preferred Stock outstanding immediately prior to the Effective Time shall be converted into the right to receive: (A) the number of shares of Parent Common Stock equal to: (1) the lesser of: (x) the number of shares determined by dividing the Per Share Liquidation Preference of such share of Series E Convertible Preferred Stock by the Average Closing Stock Price; and (y) the number of shares determined by dividing the Closing Date Consideration Share Number by the aggregate number of shares of Series E Convertible Preferred Stock outstanding immediately prior to the Effective Time; plus (2) the number of shares of Parent Common Stock, if any, equal to the Residual Upfront Per Share Number; plus (B) any amounts required to be paid, and/or shares of Parent Common Stock required to be issued, by Parent with respect to such share to the former holder thereofthereof in accordance with the terms of Section 1.7, without interestas and when such payments or issuances are required to be made; plus (C) the amount of any disbursements of cash and/or shares of Parent Common Stock required to be made from the Escrow Fund with respect to such share to the former holder thereof in accordance with the terms of the Escrow Agreement, as and when such disbursements or releases are required to be made. (ii) each share of Series A D Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and Stock outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive receive: (A) if and only if the Closing Date Consideration Share Number is greater than the aggregate number of shares of Parent Common Stock to be issued pursuant to Section 1.5(a)(i)(A)(1) (such excess number of shares, the “Series D Excess Share Number”), the number of shares of Parent Common Stock equal to: (1) the lesser of: (x) the number of shares determined by dividing the Per Share Liquidation Preference of such share of Series D Convertible Preferred Stock by the Average Closing Stock Price; and (y) the number of shares determined by dividing the Series A D Excess Share Number by the aggregate number of shares of Series D Convertible Preferred Per-Share Merger Consideration in cash, payable Stock outstanding immediately prior to the Effective Time; plus (2) the number of shares of Parent Common Stock, if any, equal to the Residual Upfront Per Share Number; plus (B) any amounts required to be paid, and/or shares of Parent Common Stock required to be issued, by Parent with respect to such share to the former holder thereofthereof in accordance with the terms of Section 1.7, without interestas and when such payments or issuances are required to be made; plus (C) the amount of any disbursements of cash and/or shares of Parent Common Stock required to be made from the Escrow Fund with respect to such share to the former holder thereof in accordance with the terms of the Escrow Agreement, as and when such disbursements or releases are required to be made; (iii) each share of Series B C Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and Stock outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive receive: (A) if and only if the Closing Date Consideration Share Number is greater than the aggregate number of shares of Parent Common Stock to be issued pursuant to Sections 1.5(a)(i)(A)(1) and 1.5(a)(ii)(A)(1) (such excess number of shares, the “Series C Excess Share Number”), the number of shares of Parent Common Stock equal to: (1) the lesser of: (x) the number of shares determined by dividing the Per Share Liquidation Preference of such share of Series C Convertible Preferred Stock by the Average Closing Stock Price; and (y) the number of shares determined by dividing the Series B C Excess Share Number by the aggregate number of shares of Series C Convertible Preferred Per-Share Merger Consideration in cash, payable Stock outstanding immediately prior to the Effective Time; plus (2) the number of shares of Parent Common Stock, if any, equal to the Residual Upfront Per Share Number; plus (B) any amounts required to be paid, and/or shares of Parent Common Stock required to be issued, by Parent with respect to such share to the former holder thereofthereof in accordance with the terms of Section 1.7, without interestas and when such payments or issuances are required to be made; plus (C) the amount of any disbursements of cash and/or shares of Parent Common Stock required to be made from the Escrow Fund with respect to such share to the former holder thereof in accordance with the terms of the Escrow Agreement, as and when such disbursements or releases are required to be made; (iv) each share of Series C B Convertible Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and Stock outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive receive: (A) if and only if the Closing Date Consideration Share Number is greater than the aggregate number of shares of Parent Common Stock to be issued pursuant to Sections 1.5(a)(i)(A)(1), 1.5(a)(ii)(A)(1) and 1.5(a)(iii)(A)(1) (such excess number of shares, the “Series B Excess Share Number”), the number of shares of Parent Common Stock equal to: (1) the lesser of: (x) the number of shares determined by dividing the Per Share Liquidation Preference of such share of Series B Convertible Preferred Stock by the Average Closing Stock Price; and (y) the number of shares determined by dividing the Series C B Excess Share Number by the aggregate number of shares of Series B Convertible Preferred Per-Share Merger Consideration, payable Stock outstanding immediately prior to the Effective Time; plus (2) the number of shares of Parent Common Stock, if any, equal to the Residual Upfront Per Share Number; plus (B) any amounts required to be paid, and/or shares of Parent Common Stock required to be issued, by Parent with respect to such share to the former holder thereofthereof in accordance with the terms of Section 1.7, without interest as and when such payments or issuances are required to be made; plus (C) the amount of any disbursements of cash and/or shares of Parent Common Stock required to be made from the Escrow Fund with respect to such share to the former holder thereof in accordance with the terms of the Escrow Agreement, as and when such disbursements or releases are required to be made; (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Convertible Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive receive: (A) if and only if the Series C-1 Preferred Per-Closing Date Consideration Share Merger Consideration in cash, payable to Number is greater than the holder thereof, without interest. All such aggregate number of shares of Parent Common Stock to be issued pursuant to Sections 1.5(a)(i)(A)(1), 1.5(a)(ii)(A)(1), 1.5(a)(iii)(A)(1) and Preferred Stock 1.5(a)(iv)(A)(1) (collectivelysuch excess number of shares, the “Series A Excess Share Number”), the number of shares of Parent Common Stock equal to: (1) the lesser of: (x) the number of shares determined by dividing the Per Share Liquidation Preference of such share of Series A Convertible Preferred Stock by the Average Closing Stock Price; and (y) the number of shares determined by dividing the Series A Excess Share Number by the aggregate number of shares of Series A Convertible Preferred Stock outstanding immediately prior to the Effective Time; plus (2) the number of shares of Parent Common Stock, if any, equal to the Residual Upfront Per Share Number; plus (B) any amounts required to be paid, and/or shares of Parent Common Stock required to be issued, by Parent with respect to such share to the former holder thereof in accordance with the terms of Section 1.7, as and when such payments or issuances are required to be made; plus (C) the amount of any disbursements of cash and/or shares of Parent Common Stock required to be made from the Escrow Fund with respect to such share to the former holder thereof in accordance with the terms of the Escrow Agreement, as and when such disbursements or releases are required to be made; and (vi) each share of Company Capital Stock”) shall no longer be Common Stock outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent be converted into the right to receive receive: (A) the portion number of shares of Parent Common Stock, if any, equal to the Residual Upfront Per Share Number; plus (B) any amounts required to be paid, and/or shares of Parent Common Stock required to be issued, by Parent with respect to such share to the former holder thereof in accordance with the terms of Section 1.7, as and when such payments or issuances are required to be made; plus (C) the amount of any disbursements of cash and/or shares of Parent Common Stock required to be made from the Escrow Fund with respect to such share to the former holder thereof in accordance with the terms of the Merger Consideration payable thereforEscrow Agreement, as and when such disbursements or releases are required to be made. Certificates previously representing Notwithstanding anything to the contrary contained in this Agreement, any shares of Company Common Stock outstanding immediately prior to the Effective Time and held by any Person who, prior to the Closing, does not deliver to Parent a duly executed Stockholder Representation Letter in the form of Exhibit B shall be converted into the right to receive: (A) cash equal to the product of: (1) the number of shares of Parent Common Stock equal to the number of shares, if any, equal to the Residual Upfront Per Share Number; multiplied by (2) the Average Closing Stock Price; plus (B) any amounts required to be paid, and/or shares of Parent Common Stock required to be issued, by Parent with respect to such share to the former holder thereof in accordance with the terms of Section 1.7, as and when such payments or issuances are required to be made; plus (C) the amount of any disbursements of cash and/or shares of Parent Common Stock required to be made from the Escrow Fund with respect to such share to the former holder thereof in accordance with the terms of the Escrow Agreement, as and when such disbursements or releases are required to be made. Notwithstanding anything to the contrary contained in this Agreement, any shares of Company Preferred Stock outstanding immediately prior to the Effective Time and held by any Person who, prior to the Closing, does not deliver to Parent a duly executed Stockholder Representation Letter in the form of Exhibit B and does not otherwise satisfy Parent that it was an “accredited investor” and was not acquiring any shares of Parent Common Stock with a view to distribution with respect thereto shall be converted into the right to receive: (A) at the option of Parent, shares of Parent Common Stock issuable to such holder pursuant to Section 1.5(a) or cash equal to the product of: (1) the number of shares of Parent Common Stock otherwise issuable to such holder pursuant to Section 1.5(a); multiplied by (2) the Average Closing Stock Price; plus (B) any amounts required to be paid, and/or shares of Parent Common Stock required to be issued, by Parent with respect to such share to the former holder thereof in accordance with the terms of Section 1.7, as and when such payments or issuances are required to be made; plus (C) the amount of any disbursements of cash and/or shares of Parent Common Stock required to be made from the Escrow Fund with respect to such share to the former holder thereof in accordance with the terms of the Escrow Agreement, as and when such disbursements or releases are required to be made. The amount of cash, if any, that each stockholder of the Company is entitled to receive for the shares of Company Capital Stock held by such stockholder shall be exchanged rounded to the nearest cent (with $0.005 being rounded upward) and computed after aggregating the cash amounts payable for the portion all shares of the Merger Consideration payable in respect each class and series of Company Capital Stock held by such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1stockholder.

Conversion of Company Capital Stock. Subject to Section 3.2 Sections 1.8 and Section 3.31.9, as of the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the Company or Merger Sub: (i) each share of common stockCompany Capital Stock owned by Parent, par value $0.001 per shareMerger Sub, of the Company or any direct or indirect wholly-owned subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time (“Disregarded Shares”), if any, shall be canceled without payment of any consideration with respect thereto; (ii) each share of Company Common Stock”) issued and Stock outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) Disregarded Shares and any shares of Common Stock which are held by Dissenting StockholdersShares (as defined below)) shall be converted into the right to receive from Parent (A) an amount in cash equal to the Common Per-and Option Per Share Merger Cash Consideration in cash, payable plus (B) a number of shares of Parent Common Stock equal to the holder thereof, without interest, Closing Per Share Stock Consideration plus (iiC) the number of shares of Parent Common Stock required to be paid with respect to such share of Company Common Stock if and when paid pursuant to Article 6; (iii) each share of Company Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and Stock outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) Disregarded Shares and any shares of Series A Preferred Stock which are held by Dissenting StockholdersShares) shall be converted into the right to receive from Parent (A) an amount in cash equal to the Series A Preferred Per-Per Share Merger Cash Consideration in cash, payable plus (B) a number of shares of Parent Common Stock equal to the holder thereof, without interest, Closing Per Share Stock Consideration plus (iiiC) the number of shares of Parent Common Stock required to be paid with respect to such share of Company Series A Preferred Stock if and when paid pursuant to Article 6; (iv) each share of Company Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and Stock outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) Disregarded Shares and any shares of Series B Preferred Stock which are held by Dissenting StockholdersShares) shall be converted into the right to receive from Parent (A) an amount in cash equal to the Series B Preferred Per-Per Share Merger Cash Consideration in cash, payable plus (B) a number of shares of Parent Common Stock equal to the holder thereof, without interest, Closing Per Share Stock Consideration plus (ivC) the number of shares of Parent Common Stock required to be paid with respect to such share of Company Series B Preferred Stock if and when paid pursuant to Article 6; (v) each share of Company Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and Stock outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) Disregarded Shares and any shares of Series C Preferred Stock which are held by Dissenting StockholdersShares) shall be converted into the right to receive from Parent (A) an amount in cash equal to the Series C Preferred Per-Per Share Merger Consideration, payable Cash Consideration plus (B) a number of shares of Parent Common Stock equal to the holder thereof, without interest Closing Per Share Stock Consideration plus (C) the number of shares of Parent Common Stock required to be paid with respect to such share of Company Series C Preferred Stock if and when paid pursuant to Article 6; and (vvi) each share of Company Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B D Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) Disregarded Shares and any shares of Series C-1 Preferred Stock which are held by Dissenting StockholdersShares) shall be converted into the right to receive from Parent (A) an amount in cash equal to the Series C-1 D Preferred Per-Per Share Merger Cash Consideration in cash, payable plus (B) a number of shares of Parent Common Stock equal to the holder thereof, without interest. All such Closing Per Share Stock Consideration plus (C) the number of shares of Parent Common Stock and required to be paid with respect to such share of Company Series D Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding if and shall automatically be canceled and retired and shall cease when paid pursuant to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1Article 6.

Conversion of Company Capital Stock. Subject to Section 3.2 At the Effective Time, by virtue of the Merger and Section 3.3without any action on the part of Company, Merger Sub or Company's shareholders (i) the "Shareholders"), each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Capital Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) hereof and any shares of Common Stock which are held by Dissenting StockholdersShares (to the extent provided in Section 2.10 hereof)) will be canceled and extinguished and shall be converted automatically into the right to receive, upon surrender of the certificate representing such share of Company Capital Stock in the manner provided in and subject to Section 2.7, the following (the "Merger Consideration"): (i) Each share of Company Capital Stock shall have the right to receive the number of shares of Buyer Common Per-Share Merger Consideration in cash, payable Stock equal to the holder thereof, without interest, Capital Stock Exchange Ratio. (ii) In addition to the Merger Consideration set forth in clause (i) above, each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and (as adjusted for any shares of Series A Preferred Stock which are held by Dissenting Stockholdersstock dividends, combinations or splits) shall be converted into have the right to receive the Series A following: (A) To the extent that the product obtained by multiplying the Preferred Per-Share Merger Consideration Liquidation Preference Average Exchange Ratio by the Preferred Liquidation Preference Closing Price is less than $6.00, then the Preferred Liquidation Preference Average Exchange Ratio plus the Preferred Exchange Ratios Discrepancy; provided, however, that the Buyer, at its sole option, may pay the Preferred Liquidation Cash Discrepancy rather than the Preferred Exchange Ratios Discrepancy; and (B) To the extent that the product obtained by multiplying the Preferred Liquidation Preference Average Exchange Ratio by the Preferred Liquidation Preference Closing Preference Price is equal to or greater than $6.00, then (A) the Preferred Liquidation Preference Average Exchange Ratio or (B) $6.00 in cash, payable between which Buyer may choose to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1give at its sole option.

Conversion of Company Capital Stock. Subject (a) At the Effective Time, subject to the exceptions and limitations set forth in Section 3.2 and Section 3.32.4 hereof, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Capital Stock issued and outstanding immediately prior to the Effective Time (other than (y) any shares of Company Capital Stock held directly or indirectly by Buyer or any of Buyer’s Subsidiaries (except for Trust Account Shares and DPC Shares) and (z) Dissenting Shares), shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into the right to receive, at the election of the holder thereof as provided in Section 2.2 hereof, either (i) shares of Buyer Common Stock in accordance with the Exchange Ratio, or (ii) cash in the amount of the Per Share Cash Consideration (collectively, the “Merger Consideration”). (b) Notwithstanding any other provision hereof, no fractional shares of Buyer Common Stock shall be issued to holders of Company Capital Stock. In lieu thereof, each such holder otherwise entitled to a fraction of a share of Buyer Common Stock shall receive, at the time of surrender of the Certificate or Certificates, an amount in cash equal to the product of (i) the Average Closing Price multiplied by (ii) the fraction of a share of Buyer Common Stock to which such holder otherwise would be canceled pursuant entitled, rounded to Section 2.6(bthe nearest pxxxx. No such holder shall be entitled to dividends, voting rights, interest on the value of, or any other rights in respect of a fractional share, except as expressly provided herein. (c) and any At the Effective Time, all shares of Company Capital Stock that are owned directly or indirectly by Buyer (other than shares of Company Capital Stock (x) held directly or indirectly in trust accounts, managed accounts and the like or otherwise held in a fiduciary capacity for the benefit of third parties (any such shares and shares of Buyer Common Stock which are similarly held by Dissenting Stockholdersbeing referred to herein as “Trust Account Shares”) or (y) in respect of a debt previously contracted (any such shares of Company Capital Stock, and shares of Buyer Common Stock which are similarly held, being referred to herein as “DPC Shares”)) shall be cancelled and shall cease to exist and no cash or other consideration shall be delivered in exchange therefor. Any shares of Buyer Common Stock that are owned by the Company (other than Trust Account Shares and DPC Shares) shall become treasury stock of Buyer. (d) Notwithstanding anything in this Agreement to the contrary, shares of Company Capital Stock which are outstanding immediately prior to the Effective Time and which shareholders have given notice of their intention to assert dissenters rights under Chapter 23B.13 of the WBCA and which shareholders have voted not to approve the Merger (such shares being referred to herein as “Dissenting Shares”) shall not be converted into the right to receive the Common Per-Share Merger Consideration in cashbut, payable instead, the holders thereof shall be entitled to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, receive payment of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par fair market value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates Dissenting Shares in accordance with the provisions of Section 3.123B.13 et seq. of the WBCA (“Section 23B.13 et seq.”); provided, however, that (i) if any holder of Dissenting Shares shall subsequently withdraw, with the consent of the Surviving Corporation, his demand for purchase of such shares, or (ii) if any holder of Dissenting Shares fails to establish or otherwise loses his entitlement to payment of the fair market value of such shares as provided in Section 23B.13 et seq., such holder or holders (as the case may be) shall not be entitled to receive payment of the fair market value of such shares of Company Capital Stock as contemplated by Section 23B.13 et seq., and each of such shares shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration without any interest thereon, as provided in Section 1.5(a) and Article II hereof.

Conversion of Company Capital Stock. Subject to At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, the Company or the holders of any of the securities described in this Section 3.2 and Section 3.3, 1.4: (ia) each Each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b1.4(c) and any shares of Common Stock which are held by Dissenting StockholdersShares, if any) shall be canceled and, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted automatically into the right to receive the Common Per-Share Merger Consideration an amount in cashcash equal to $18.75 payable, payable less any required withholding taxes as described in Section 1.8(e) and without interest, to the holder thereofof such share of Company Common Stock, without interest, upon surrender of the certificate that formerly evidenced such share of Company Common Stock in the manner provided in Section 1.8 (iithe ‘‘Common Stock Merger Consideration’’); (b) each Each share of Series A B Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b1.4(c) and any shares of Series A Preferred Stock which are held by Dissenting StockholdersShares, if any) shall be canceled and, by virtue of the Merger and without any action on the part of the holder thereof, shall be converted automatically into the right to receive an amount in cash equal to $1,378.69 plus any accrued and unpaid dividends as of the Series A Preferred Per-Share Merger Consideration Effective Time payable, less any required withholding taxes as described in cashSection 1.8(e) and without interest, payable to the holder thereof, without interest, (iii) each of such share of Series B Preferred Stock, par value $0.001 per share, upon surrender of the Company (“certificate that formerly evidenced such share of Series B Preferred Stock”Stock in the manner provided in Section 1.8 (the ‘‘Series B Merger Consideration’’ and together with the Common Stock Merger Consideration, the ‘‘Merger Consideration’’); (c) Each share of Company Capital Stock issued and outstanding immediately prior to the Effective Time that is owned by Parent or Buyer and each share of Company Capital Stock that is owned by the Company as treasury stock shall be canceled and retired and cease to exist and no payment or distribution shall be made with respect thereto; (other than any d) At the Effective Time, all shares of Series B Preferred the Company Capital Stock to be canceled converted pursuant to Section 2.6(b1.4(a) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, or (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”b) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which holder of a certificate (‘‘Certificate’’) representing any such shares of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration in accordance with Section 1.4(a) or (b), as applicable; and (e) Each share of common stock, par value $0.01 per share, of Buyer issued and outstanding immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Merger Consideration payable therefor. Certificates previously representing Surviving Corporation and shall constitute the only outstanding shares of Company Capital Stock shall be exchanged for the portion capital stock of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1Surviving Corporation.

Conversion of Company Capital Stock. Subject to Section 3.2 and Section 3.33.8, (i) each share of common stock, par value $0.001 per share, of the Company Capital Stock (“Common Stock”other than Specified Shares) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into and shall thereafter represent the right of the holder thereof to receive receive, upon the Common Per-terms and subject to the conditions set forth herein, the following (collectively, the “Per Share Company Capital Stock Merger Consideration”): (1) the Per Share Estimated Closing Merger Consideration as follows: (A) a number of shares of Parent Common Stock equal to (x) the Per Share Portion multiplied by (y) the Aggregate Parent Common Stock Consideration (the “Per Share Company Capital Stock / Parent Common Stock Consideration”) and (B) an amount in cashcash equal to (i) the Per Share Estimated Closing Merger Consideration minus (ii) (x) the Per Share Company Capital Stock / Parent Common Stock Consideration multiplied by (y) the Parent Common Stock Value (the “Per Share Company Capital Stock Cash Consideration”), in each case of the foregoing clauses (A) and (B) payable as provided in Section 3.2, (2) an amount in cash equal to the Per Share Portion of the Additional Merger Consideration (if any) payable as provided in Section 3.4(f)(iii), (3) an amount in cash equal to the Per Share Portion of the First Anniversary Merger Consideration payable as provided in Section 3.5(a), (4) an amount in cash equal to the Per Share Portion of the Second Anniversary Merger Consideration payable as provided in Section 3.5(b), and (5) an amount in cash equal to the Per Share Portion of any amounts payable to the holder thereofCompany Equityholders pursuant to Section 3.7(d), in each case of the foregoing clauses (1) through (5), without interest. At the Effective Time, (ii) each share all shares of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) Capital Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior holder of Company Capital Stock shall cease to the Effective Time represented have any rights with respect to such shares shall thereafter represent of Company Capital Stock except the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable (except with respect to the Specified Shares), in respect of such Certificates each case, without interest upon the surrender of such Certificates in accordance with terms and subject to the provisions of Section 3.1conditions set forth herein.

Conversion of Company Capital Stock. Subject to Section 3.2 (a) At the Merger Effective Time, by virtue of the Merger and Section 3.3without any action by the holder thereof, (i) each issued and outstanding share of common stock, par value $0.001 per share, the capital stock of the Company (“Common the "Company Capital Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders") shall be converted into the right to receive receive, subject to the Common Per-Share Merger Consideration escrow provisions set forth in Section 1.10 below, (x) at the Closing, (A) $2.0769 in cash, payable and (B) 0.11303 of a validly issued, fully paid and nonassessable share of NII Common Stock, and (y) subject to the holder thereofprovisions of Sections 1.8(b) through (e) hereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive at the Series A Preferred Per-Share Merger Consideration Contingent Payment Date, (A) $0.2215 in cash, payable and (B) an allocable pro rata share of that number of shares of NII Common Stock equal to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of quotient obtained by dividing 1,920,000 by the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred NII Contingent Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock Value (collectively, the “Company Capital Stock”"Exchange Ratio"). The "NII Contingent Stock Value" shall equal the average closing price of NII Common Stock for the thirty (30) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately trading days ending on the last trading day prior to the Effective Time represented Contingent Payment Date. The closing price of NII Common Stock on a trading day, for purposes of this calculation, shall be the day's last reported trade price during normal trading hours (after hours trading prices are not to be used) as reported on the Nasdaq National Market or such other exchange or trading market on which the NII Common Stock is then traded. The cash and shares shall thereafter represent of NII Common Stock payable and issuable to the right Stockholders pursuant to receive the portion clause (x) of the Exchange Ratio shall be referred to as such holder's "Initial Merger Consideration," and the cash and shares of NII Common Stock payable and issuable to the Stockholders pursuant to clause (y) of the Exchange Ratio shall be referred to as such holder's "Contingent Merger Consideration." Together, the Initial Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock and the Contingent Merger Consideration shall be exchanged for referred to as the portion of the "Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1Consideration."

Conversion of Company Capital Stock. Subject to Section 3.2 Sections 4.1(a), 4.1(c), 4.1(d), 4.3, 4.4, 4.7, 4.8, 4.9 and Section 3.34.10 hereof, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Capital Stock issued and outstanding immediately prior to the Effective Time Date (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting StockholdersShare) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, receive: (iii) each share that number of fully paid and nonassessable shares of Series A B-1 Preferred Stock, par value $0.001 0.01 per share, of Parent, the Company terms of which shall be as set forth in the Form of Tenth Amended and Restated Certificate of Incorporation of Parent attached hereto as Exhibit A (“with such modifications between the date hereof and Closing that do not disproportionately adversely affect any rights of the holders of such shares in comparison to the effect upon the holders of Parent Series A Preferred Stock, Parent Series A-1 Preferred Stock, Parent Series B Preferred Stock or other shares of Parent Series B-1 Preferred Stock) (such shares, the “New Preferred Stock”), as is set forth in Schedule 4.1(b) hereto; (ii) that number of warrants to purchase the New Preferred Stock and Parent Class A Common Stock, which shall be in the form attached hereto as Exhibit B (the “Parent Stock Warrants”), as is set forth in Schedule 4.1(b) hereto; (iii) that number of fully paid and nonassessable shares of Parent Class A Common Stock as is set forth in Schedule 4.1(b) hereto (the New Preferred Stock, the Parent Stock Warrants and the Parent Class A Common Stock to be issued with respect to each share of Company Capital Stock, collectively, the “Share Consideration”), and (iv) the amount of cash (the “Cash Consideration”), as is set forth in Schedule 4.1(b) hereto; provided, that the Parties acknowledge and agree that the allocation of the Aggregate Share Consideration and Aggregate Cash Consideration among the Stockholders set forth on Schedule 4.1(b) represents a good faith estimate by the Company as of the date hereof and is subject to adjustment prior to the Closing based upon, among other things, the exercise by certain Stockholders of warrants to purchase Company Capital Stock that are unexercised as of the date hereof. Not later than two (2) Business Days prior to the Closing, the Company will deliver to Parent an updated version of Schedule 4.1(b) setting forth the Company’s final determination of the portion of the Aggregate Cash Consideration and Aggregate Share Consideration to be received at Closing by each Stockholder in the Merger (the “Merger Consideration Payment Schedule”) but in no event shall (i) any modifications to Schedule 4.1(b) increase the Cash Consideration or Share Consideration (or alter the relative percentages of Cash Consideration and Share Consideration within the Merger Consideration) payable by Parent with respect to any share of Company Capital Stock issued and outstanding immediately prior to the Effective Time Date (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(bDissenting Share) and any shares of Series A Preferred Stock which are held by Dissenting Stockholdersor (ii) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares Payment Schedule be amended or modified for the purposes of Company Capital Stock this Agreement after the Closing without Parent’s prior written consent (not to be unreasonably withheld or delayed), and Parent shall be exchanged for the portion of under no obligation to issue any replacement or new stock certificates in connection with any post-Closing modification or amendment to the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1Payment Schedule to which it has not granted consent.

Conversion of Company Capital Stock. Subject to Section 3.2 Except for the Excluded Shares and Section 3.3, Dissenting Shares (as hereinafter defined): (i) each Each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive receive, subject to the Common Per-Share terms of this Agreement, an amount in cash equal to the sum of: (A) the quotient of (1) the Estimated Merger Consideration minus the Aggregate Series A-1 Preference, minus the Aggregate Series A-2 Preference, divided by (2) the Table of Contents Fully Diluted Common Number (such result, the “Per Share Common Estimated Merger Consideration”), plus (B) the quotient of (1) the Additional Merger Consideration, if any, divided by (2) the Fully Diluted Common Number (such result, the “Per Share Common Additional Merger Consideration”), in casheach case without interest (such sum, payable the “Per Share Common Merger Consideration”). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the holder thereofEffective Time represented any such outstanding shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive such holder’s Per Share Common Merger Consideration, without interest, upon the surrender of such certificate in accordance with Section 2.9. (ii) each Each share of Series A A-1 Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive receive, subject to the terms of this Agreement, an amount in cash equal to the sum of: (A) $1.00 plus all accrued or declared and unpaid dividends on the Series A A-1 Preferred Per-Stock (such sum, the “Per Share Series A-1 Preference”), plus, (B) the product of the Per Share Common Estimated Merger Consideration multiplied by the Series A-1 Applicable Conversion Rate (together with clause (A), the “Per Share Series A-1 Preferred Estimated Merger Consideration”), plus (C) the product of the Per Share Common Additional Merger Consideration, if any, multiplied by the Series A-1 Applicable Conversion Rate, in casheach case without interest (such sum, payable the “Per Share Series A-1 Preferred Merger Consideration”). All such shares of Series A-1 Preferred Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that immediately prior to the holder thereofEffective Time represented any such outstanding shares of Series A-1 Preferred Stock shall cease to have any rights with respect thereto, except the right to receive such holder’s Per Share Series A-1 Preferred Merger Consideration, without interest, upon the surrender of such certificate in accordance with Section 2.9. (iii) each Each share of Series B A-2 Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive receive, subject to the terms of this Agreement, an amount in cash equal to the sum of: (A) $1.30 plus all accrued or declared and unpaid dividends on the Series B A-2 Preferred Per-Stock (such sum, the “Per Share Series A-2 Preference”), plus, (B) the product of the Per Share Common Estimated Merger Consideration in cashmultiplied by the Series A-2 Applicable Conversion Rate (together with clause (A), payable to the holder thereof“Per Share Series A-2 Preferred Estimated Merger Consideration”), without interest, plus (ivC) each share of Series C Preferred Stock, par value $0.001 per share, the product of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Per Share Common Additional Merger Consideration, payable to if any, multiplied by the holder thereofSeries A-2 Applicable Conversion Rate, in each case without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stocksuch sum, the “Per Share Table of Contents Series A-2 Preferred StockMerger Consideration”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest). All such shares of Common Stock and Series A-2 Preferred Stock (collectivelyStock, the “Company Capital Stock”) when so converted, shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each Certificate which holder of a certificate that immediately prior to the Effective Time represented any such outstanding shares of Series A-2 Preferred Stock shall thereafter represent cease to have any rights with respect thereto, except the right to receive the portion of the such holder’s Per Share Series A-2 Preferred Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates Consideration, without interest, upon the surrender of such Certificates certificate in accordance with the provisions of Section 3.12.9.

Conversion of Company Capital Stock. Subject to Section 3.2 and Section 3.3, (i) Except as otherwise provided in Section 2.1(b) or Section 2.1(d), each share of common stockthe Company's Class A Preferred Stock, par value $0.001 .01 per shareshare (the "Class A Preferred Stock"), of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive in cash (w) the Common Per-Share Merger Consideration Unreturned Original Cost (as such term is defined in cashthe Company's Certificate of Incorporation as in effect on the date of this Agreement) of such share of Class A Preferred Stock, together with the unpaid Accrued Yield thereon (as such term is defined in the Company's Certificate of Incorporation as in effect on the date of this Agreement) through the Closing Date, payable to the holder thereofthereof in accordance with Section 2.1(e) or Section 2.4 (the aggregate amount described in this clause (w) is hereinafter referred to as the "Class A Preferred Amount"); (x) the Per Share Portion of the Closing Residual Cash Consideration, without interestpayable to the holder thereof in accordance with Section 2.1(e) or Section 2.4; (y) the Per Share Portion of any Closing Liquid Net Worth Adjustment Payments (as defined in Section 2.2(d)(iv)) arising under Section 2.2; and (z) the Per Share Portion of any Escrow Release Amount and any Remaining Escrow Balance, payable to the holder thereof in accordance with the Escrow Agreement following the termination of the Escrow Period. The aggregate consideration to which holders of Class A Preferred Stock become entitled pursuant to this Section 2.1(c)(i) is collectively referred to herein as the "Class A Preferred Stock Merger Consideration." (ii) Except as otherwise provided in Section 2.1(b) or Section 2.1(d), each share of Series A Preferred Stockthe Company's common stock, par value $0.001 .01 per shareshare (the "Company Common Stock"), of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive in cash (x) the Series A Preferred Per-Per Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, Portion of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Closing Residual Cash Consideration, payable to the holder thereof, without interest thereof in accordance with Section 2.1(e) or Section 2.4; (y) the Per Share Portion of any Closing Liquid Net Worth Adjustment Payments arising under Section 2.2; and (vz) each share the Per Share Portion of Series C-1 Preferred Stockany Escrow Release Amount and any Remaining Escrow Balance, par value $0.001 per share, payable to the holder thereof in accordance with the Escrow Agreement following the termination of the Escrow Period. The aggregate consideration to which holders of Company (“Series C-1 Preferred Stock” Common Stock become entitled pursuant to this Section 2.1(c)(ii) is collectively referred to herein as the "Common Merger Consideration" and, together with the Series Class A Preferred StockStock Merger Consideration and the Option Merger Consideration (as defined in Section 2.1(f)), the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share "Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1Consideration."

Conversion of Company Capital Stock. Subject to As of the Effective Time, by virtue of the Merger and without any action on the part of any of the parties hereto or any holder thereof, except as provided in Section 3.2 and Section 3.3, 2.9(d): (i) without limiting the rights of the holders of shares of Series B Preferred Stock to payments under the Series B Additional Purchase Price Agreement, each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock shall cease to be canceled pursuant to Section 2.6(b) an existing and any shares issued share of Common Stock which are held by Series B Preferred Stock, and (except for Dissenting StockholdersShares) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereofreceive, without interest, an amount in cash and shares of Parent Common Stock (as provided herein) equal to (i) the Series B Per Share Preference Amount, (ii) the Per Share Merger Consideration, (iii) in the event that any Milestone Payment becomes due pursuant to Section 2.11(a), the Per Share Milestone Consideration with respect to such Milestone Payment, (iv) in the event that the PRV Payment becomes due pursuant to Section 2.11(b), the Per Share PRV Consideration with respect to such PRV Payment, (v) in connection with the payment, if any, to the Effective Time Holders of all or a portion of the Closing Excess Cash Holdback Amount and any other amount due to the Effective Time Holders pursuant to Section 2.8(e), an amount equal to the Per Share Closing Excess Cash Holdback Amount, and (vi) in connection with any distribution of the Shareholders’ Agent Reserve Amount, an amount equal to the product of (A) the Per Share Shareholders’ Agent Reserve Amount, multiplied by (B) the quotient of the aggregate amount of such distribution, divided by the Shareholders’ Agent Reserve Amount; (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than any shares shall cease to be an existing and issued share of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) Stock, and any shares of Series A Preferred Stock which are held by (except for Dissenting StockholdersShares) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereofreceive, without interest, an amount in cash and shares of Parent Common Stock (as provided herein) equal to (i) the Series A Per Share Preference Amount, (ii) the Per Share Merger Consideration, (iii) in the event that any Milestone Payment becomes due pursuant to Section 2.11(a), the Per Share Milestone Consideration with respect to such Milestone Payment, (iv) in the event that the PRV Payment becomes due pursuant to Section 2.11(b), the Per Share PRV Consideration with respect to such PRV Payment, (v) in connection with the payment, if any, to the Effective Time Holders of all or a portion of the Closing Excess Cash Holdback Amount and any other amount due to the Effective Time Holders pursuant to Section 2.8(e), an amount equal to the Per Share Closing Excess Cash Holdback Amount, and (vi) in connection with any distribution of the Shareholders’ Agent Reserve Amount, an amount equal to the product of (A) the Per Share Shareholders’ Agent Reserve Amount, multiplied by (B) the quotient of the aggregate amount of such distribution, divided by the Shareholders’ Agent Reserve Amount; and (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock shall cease to be canceled pursuant to Section 2.6(b) an existing and any shares issued share of Series B Preferred Stock which are held by Company Common Stock, and (except for Dissenting StockholdersShares) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereofreceive, without interest, an amount in cash and shares of Parent Common Stock (as provided herein) equal to (i) the Per Share Merger Consideration, (ii) in the event that any Milestone Payment becomes due pursuant to Section 2.11(a), the Per Share Milestone Consideration with respect to such Milestone Payment, (iii) in the event that the PRV Payment becomes due pursuant to Section 2.11(b), the Per Share PRV Consideration with respect to such PRV Payment, (iv) each share of Series C Preferred Stockin connection with the payment, par value $0.001 per shareif any, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (Holders of all or a portion of the Closing Excess Cash Holdback Amount and any other than any shares of Series C Preferred Stock amount due to be canceled the Effective Time Holders pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration2.8(e), payable an amount equal to the holder thereofPer Share Closing Excess Cash Holdback Amount, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, in connection with any distribution of the Company (“Series C-1 Preferred Stock” andShareholders’ Agent Reserve Amount, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior an amount equal to the Effective Time product of (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(bA) and any shares of Series C-1 Preferred Stock which are held the Per Share Shareholders’ Agent Reserve Amount, multiplied by Dissenting Stockholders(B) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion quotient of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect aggregate amount of such Certificates upon distribution, divided by the surrender of such Certificates in accordance with the provisions of Section 3.1Shareholders’ Agent Reserve Amount.

Conversion of Company Capital Stock. Subject to Section 3.2 and Section 3.3At the Effective Time, (i) each share of common stock, par value $0.001 per share, by virtue of the Company (“Common Stock”) Merger and without any action on the part of any party or the holder of any of the following securities: Each issued and outstanding immediately prior to the Effective Time (other than any shares share of Company Common Stock to be canceled (excluding shares cancelled pursuant to Section 2.6(b) 1.6(d)), will by virtue of the Merger and at the Effective Time, and without further action on the part of any shares of Common Stock which are held by Dissenting Stockholders) shall holder thereof, be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive (A) cash in an amount equal to the portion Aggregate Consideration less the aggregate Common Stock Share Consideration, the aggregate Preferred Stock Cash Consideration and aggregate the Preferred Stock Share Consideration divided by the total number of shares of Company Common Stock (the "Common Stock Cash Consideration") and (B) shares of Parent Common Stock with a value (based on the Parent Stock Price) equal to $103,953,845 divided by the total number of shares of Company Common Stock (the "Common Stock Share Consideration"). Each issued and outstanding share of Company Preferred Stock (excluding shares cancelled pursuant to Section 1.6(d)), will, by virtue of the Merger Consideration payable therefor. Certificates previously representing and at the Effective Time and without further action on the part of any holder thereof, be converted into and represent the right to receive (A) cash in an amount equal to $25,000,000 divided by the total number of shares of Company Capital Preferred Stock (the "Preferred Stock Cash Consideration") and (B) shares of Parent Common Stock with a value (based on the Parent Stock Price) equal to $30,000,000 divided by the total number of shares of Company Preferred Stock (the "Preferred Stock Share Consideration"). Notwithstanding anything to the contrary herein, in the event that Parent, in order to comply with this Article I, would be required to issues shares of Parent Common Stock in excess of 19.99% of the shares of Parent Common Stock outstanding at the Effective Time, the number of shares of Parent Common Stock to be issued to the Company Shareholders at the Effective Time pursuant to this Agreement shall be exchanged for the portion reduced to an amount equal to that number of shares of Parent Common Stock equal to one (1) share less than 19.99% of the Merger shares of Parent Common Stock outstanding at the Effective Time, and the Cash Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1shall be proportionately increased.

Conversion of Company Capital Stock. Subject Except as otherwise provided in Section 2.6(a)(i), and subject to Section 3.2 2.6(b), Section 2.6(e) and Section 3.3, 2.7(e): (i1) each Each share of common stock, par value $0.001 per share, of the Company (“Series A Common Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than shall automatically, and without any shares election on the part of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting the Company Stockholders) shall , be converted into the right to receive a number of shares of Parent Series C Common Stock such that each holder of record of shares of Company Series A Common Stock immediately prior to the Effective Time shall have the right to receive, in the aggregate, a number of shares of Parent Series C Common Stock equal to the product of (x) the total number of shares of Company Series A Common Stock held of record by such holder immediately prior to the Effective Time, multiplied by (y) the Common Per-Share Merger Consideration Exchange Ratio (such shares of Parent Series C Common Stock, together with any cash payable in cash, payable to the holder thereof, without interest, (ii) each share respect of such Company Series A Preferred StockCommon Stock pursuant to Section 2.7(e)(i) in lieu of fractional shares, par value $0.001 per share, of the Company (“Series A Preferred StockConsideration”); (2) Each share of Company Series B Common Stock issued and outstanding immediately prior to the Effective Time (other than shall automatically, and without any shares election on the part of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting the Company Stockholders) shall , be converted into the right to receive a number of shares of Parent Series B Common Stock such that each holder of record of shares of Company Series B Common Stock immediately prior to the Effective Time shall have the right to receive, in the aggregate, a number of shares of Parent Series B Common Stock equal to the product of (x) the total number of shares of Company Series B Common Stock held of record by such holder immediately prior to the Effective Time, multiplied by (y) the Common Exchange Ratio (such shares of Parent Series B Common Stock, together with any cash payable in respect of such Company Series B Common Stock pursuant to Section 2.7(e)(i) in lieu of fractional shares, the “Series B Consideration” and, together with the Series A Preferred Per-Share Merger Consideration in cashConsideration, payable “Common Consideration”); provided, for the avoidance of doubt and pursuant to the holder thereofExchange Agreement, without interest, members of the Xxxxxx Group have agreed to waive the right to receive certain shares of Parent Series B Common Stock and instead receive the consideration and rights set forth therein; and (iii3) each Each share of Series B Company Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) Stock issued and outstanding immediately prior to the Effective Time (other than shall automatically, and without any shares election on the part of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting the Company Stockholders) shall , be converted into the right to receive the Series B one share of Parent Preferred Per-Share Merger Consideration in cash, payable Stock such that each holder of record of shares of Company Preferred Stock immediately prior to the Effective Time shall have the right to receive, in the aggregate, a number of shares of Parent Preferred Stock equal to the total number of shares of Company Preferred Stock held of record by such holder thereof, without interestimmediately prior to the Effective Time, (iv) each share such shares of Series C Parent Preferred Stock, par value $0.001 per sharethe “Preferred Consideration”, and together with Common Consideration, the “Merger Consideration”). From and after the Effective Time, all shares of the Company (“Series C Preferred Stock”) issued and Capital Stock that were outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock shall cease to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and, except as otherwise provided in Section 2.6(a)(i) and subject to Section 2.6(b), Section 2.6(c), and Section 2.6(e), each Certificate which holder of (A) a certificate (a “Certificate”) that immediately prior to the Effective Time represented such shares shall or (B) such shares immediately prior to the Effective Time in non-certificated book-entry form (the “Book Entry Shares”) shall, in each case, thereafter represent cease to have any rights with respect to such shares of Company Capital Stock, except the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing to be issued in consideration therefor and any dividends or other distributions to which holders of shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable become entitled in respect of such Certificates accordance with this Article II upon the surrender of such Certificates Certificate (subject to Section 2.7(i)) or exchange of Book Entry Shares in accordance with the provisions of Section 3.12.7.

Conversion of Company Capital Stock. Subject to Section 3.2 and Section 3.3, (i) each Each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Stock issued and outstanding immediately prior to the Effective Time (Time, other than any Dissenting Shares (as defined in Section 1.8(a)) and any shares of Company Common Stock to be canceled pursuant to Section 2.6(b) 1.7(d), will be canceled and any shares extinguished and automatically converted (subject to Section 1.7(g)), and subject further to the conditions set forth below and throughout this Agreement, including the provisions of the Escrow Agreement attached hereto as Exhibit B), upon surrender of the certificate representing such share of Company Common Stock which are held in the manner provided in Section 1.9 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond or other form of security, if reasonably requested by Dissenting StockholdersParent in light of suspicious or unusual circumstances surrounding the loss, theft or destruction of such certificate) shall be converted in the manner provided in Section 1.11) into the right to receive (A) in the case of holders of Company Common Stock set forth on Schedule 1.7(a)(i) of the Company Schedules (the “Cash Shareholders”), (x) an amount of cash equal to the Cash Shareholders Common Per Share Cash Amount and (y) an amount in cash equal to the Earnout Per Share Amount, payable in accordance with Section 1.7(b); and (B) in the case of holders of Company Common Stock set forth on Schedule 1.7(a)(ii) (the “Carryover Shareholders”), (x) a number of shares of Parent Common Stock equal to the product of (i) a share of Parent Common Stock multiplied by (ii) the Common Per-Exchange Ratio (the “Merger Shares”), (y) an amount of cash equal to the Common Per Share Merger Consideration in cash, Cash Amount (together with the cash payable to the holder thereofCash Shareholders, without interestthe “Merger Cash”), and (iiz) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable payment equal to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, Merger Note Per Share Amount pursuant to the terms of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior Merger Note; provided, that, with respect to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectivelyoutstanding at the Closing Date, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the a portion of the Merger Consideration payable therefor. Certificates previously representing Shares and the Merger Cash into which such shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with converted shall be deposited into escrow pursuant to the provisions of Section 3.1the Escrow Agreement.

Conversion of Company Capital Stock. Subject (a) At the Effective Time, subject to Section 3.2 the exceptions and Section 3.3limitations set forth in Article II hereof, (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Capital Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares shall, by virtue of this Agreement and without any action on the part of the holder thereof, be cancelled and cease to exist and converted into the right to receive, depending upon the election of the holder thereof as provided in Section 2.2 hereof, either (i) that number of shares of Buyer Common Stock equal to the Exchange Ratio (the “Per Share Stock Consideration”) or (ii) cash, without interest, in the amount of the Per Share Cash Consideration from UCB (collectively, the “Merger Consideration”), subject to the limitations set forth in Section 2.2(c); provided, however, that the number of shares of Company Capital Stock converted into Buyer Common Stock pursuant to section 2.2(c) hereof shall in no event be less than fifty (50%) of the number of shares of Company Capital Stock outstanding immediately prior to the Effective Time (the “Stock Conversion Number”). (b) Notwithstanding any other provision hereof, no fractional shares of Buyer Common Stock shall be issued to holders of Company Capital Stock. In lieu thereof, each such holder otherwise entitled to a fraction of a share of Buyer Common Stock shall receive, at the time of surrender of the Certificate or Certificates (as defined in Section 2.1(b)), an amount in cash equal to the product of (i) the Per Share Cash Consideration and (ii) the fraction of a share of Buyer Common Stock to which such holder otherwise would be canceled entitled, rounded to the nearest whole cent. No such holder shall be entitled to dividends, voting rights, interest on the value of, or any other rights in respect of a fractional share, except as expressly provided herein. (c) Notwithstanding anything in this Agreement to the contrary, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and with respect to (i) which the shareholders thereof have given notice of their intention to assert the right to dissent in accordance with Section 14-2-1321(1) of the GBCC, (ii) which the shareholders have not voted in favor of the Merger, and (iii) which the shareholders have demanded payment pursuant to Section 2.6(b) and any 14-2-1323 of the GBCC (such shares of Common Stock which are held by being referred to herein as “Dissenting StockholdersShares”) shall not be converted into the right to receive the Common Per-Share Merger Consideration in cashbut, payable instead, the holders thereof shall be entitled to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, receive payment of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par fair value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates Dissenting Shares in accordance with the provisions of Section 3.114-2-1325 of the GBCC; provided, however, that (x) if any holder of Dissenting Shares shall subsequently withdraw, with the consent of Buyer, his demand for purchase of such shares, or (y) if any holder of Dissenting Shares fails to establish or otherwise loses his entitlement to payment of the fair value of such shares as provided in Section 14-2-1325 of the GBCC, such holder or holders (as the case may be) shall not be entitled to receive payment of the fair value of such shares of Company Capital Stock as contemplated by Section 14-2-1325 of the GBCC, and each of such shares shall thereupon cease to be Dissenting Shares and shall be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration without any interest thereon, as provided in Section 1.5(a) and Article II hereof. Prior to the Effective Time, the Company shall give Buyer prompt notice of any demands for payment for shares of Company Capital Stock pursuant to Section 14-2-1323 of the GBCC received by the Company, withdrawals of any such demands and any other documents or instruments received by the Company in connection therewith. Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer, which consent shall not unreasonably be withheld or delayed, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Conversion of Company Capital Stock. Subject to Except as provided in Section 3.2 and Section 3.32.11, (i) at the Effective Time of the Merger, each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Stock issued and outstanding immediately prior to before the Effective Time shall be converted, by virtue of the Merger and without any further action on the part of the holders thereof, into the right to receive: (other than any i) 4.3394232 shares of Globe Common Stock (an aggregate of 17,500,000 shares of Common Stock to be canceled pursuant to Section 2.6(b) and any among all shares of Company Common Stock); (ii) 0.0433942 shares of Globe Preferred Stock (an aggregate of 175,000 shares of Globe Preferred Stock among all shares of Company Common Stock (which Globe Preferred Stock shall, as more particularly set forth in Exhibit "A," automatically convert into an aggregate of 17,500,000 shares of Globe Common Stock under the circumstances described therein)); (iii) a cash payment of One Dollar and 48.78/100 ($1.4878) (an aggregate of Five Million, Nine Hundred Ninety Nine Thousand, Nine Hundred Ninety Dollars and 91/100 ($5,999,990.91)) among all shares of Company Common Stock) (the "Cash Consideration"); and (iv) 1/4,032,794 of the amount payable under a One Million Nine Dollars and 9/100 ($1,000,009.09) Subordinated Promissory Note, the form of which is attached as Exhibit "B" hereto (the "Note"); and (v) upon attainment by the Surviving Corporation of the performance criteria set forth on Appendix "B" hereto, an Earn Out Warrant to acquire 1/4,032,794 of the total number of shares in the Earn Out Pool that are held earned by Dissenting Stockholdersthe Target Shareholders in accordance with Appendix "B." The Merger Shares and the Globe Common Stock issuable upon (A) shall conversion of the Globe Preferred Stock and (B) exercise of the Earn Out Warrants will be converted into unregistered, will constitute restricted securities within the right to receive meaning of the Common Per-Share Merger Consideration in cash, payable Securities Act and will contain restrictive legends with respect to the holder thereofrestrictions contained in Section 14.1 of this Agreement and, without interestthereafter, other than in compliance with applicable federal and state securities laws. The allocation of (i) the Merger Shares, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interestCash Consideration, (iii) each share the Note (on the basis of Series B Preferred Stockthe principal amount thereof) and (iv) if and to the extent earned, par value $0.001 per share, the Earn Out Warrants shall be pro rata among the Target Shareholders and shall be as set forth on Section 2.6 of the Company (“Series B Preferred Stock”) issued and outstanding immediately Disclosure Statement to be delivered to the Globe at least two Business Days prior to the Effective Time Closing. The Company Shareholders shall, pursuant to the terms of Sections 2.12 through 2.18 hereof, have registration rights with respect to the Globe Common Stock issued pursuant to clause (other than any a)(i) of this Section 2.6, the shares of Series B Globe Common Stock issuable upon conversion of the Globe Preferred Stock to be canceled pursuant to and, except as provided in Section 2.6(b) and any 2.19, the shares of Series B Preferred Globe Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, issuable upon exercise of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1Earn Out Warrants.

Conversion of Company Capital Stock. Subject to Section 3.2 At the Effective Time, by virtue of the Merger and Section 3.3without any action on the part of Parent, Merger Sub, the Company or the holder of any of the following securities: (ia) each share The shares of common stock, par value $0.001 0.01 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than “Company Common Stock”), except for any shares of Company Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held owned by Dissenting Stockholders) the Company, shall be converted into the right to receive receive, in the aggregate: (i) a number of fully paid, validly issued and nonassessable shares of common stock, $0.01 par value per share (“Parent Common Per-Stock”), of Parent equal to (A) ten million seven hundred eleven thousand and two hundred twenty five (10,711,225) shares of Parent Common Stock, less (B) any shares payable as bonus amounts in respect of such stock amount to any of the Bonus Executives pursuant to the terms of Section 1.4 of the Company Disclosure Letter (the “Parent Share Merger Consideration Consideration”); (ii) an amount in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding calculated immediately prior to the Effective Time Closing, equal to (other than A) twenty million dollars ($20,000,000) less (B) any bonus amounts payable in respect of such cash amounts to any of the Bonus Executives pursuant to the terms of Section 1.4 of the Company Disclosure Letter (the difference of (A) and (B), the “Cash Consideration” and, collectively with the Parent Share Consideration, the “Closing Consideration”); (iii) a number of fully paid, validly issued and nonassessable shares of Series A Preferred Parent Common Stock equal to be canceled pursuant to Section 2.6(bthe Incentive Consideration; (iv) a number of fully paid, validly issued and any nonassessable shares of Series A Preferred Parent Common Stock which are held by Dissenting Stockholdersequal to the Listing Consideration; and (v) a number of fully paid, validly issued and nonassessable shares of Parent Common Stock equal to the Contingent Consideration. (b) The aggregate merger consideration (the “Aggregate Merger Consideration”) to the Holdings Stockholder in exchange for all shares of Company Common Stock shall consist of the Closing Consideration, the Incentive Consideration, the Listing Consideration and the Contingent Consideration. The Incentive Consideration, if any, shall be paid at the time and subject to the other terms and conditions set forth in Section 2.2 and on Annex A hereto. The Listing Consideration, if any, shall be paid at the time and subject to the other terms and conditions set forth in Section 3.2 hereto. The Contingent Consideration, if any, shall be paid at the time and subject to the other terms and conditions set forth in Section 3.1 and on Annex B hereto. (c) The shares of Company Common Stock converted into the right to receive the Series A Preferred Per-Share Aggregate Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) this Article I shall no longer be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time. If, and each Certificate which immediately (i) at any time prior to the Effective Time represented such shares shall thereafter represent earlier of (x) the right to receive payment of the Listing Consideration and (y) the fourth (4th) anniversary of the Closing Date or (ii) during any period relevant for the calculation of any portion of the Aggregate Merger Consideration, the outstanding shares of Parent 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 applicable portions of the Aggregate Merger Consideration payable therefor. Certificates previously representing that remain unpaid in order to provide the Holdings Stockholder with the same economic effect as contemplated by this Agreement prior to such event (and as so adjusted shall, from and after the date of such event, be the Aggregate Merger Consideration). (d) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Capital Common Stock that are owned by the Company shall be exchanged for the portion cancelled and shall cease to exist and no stock of the Parent or Merger Consideration payable Sub or other consideration shall be delivered in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1exchange therefor.

Conversion of Company Capital Stock. Subject to Section 3.2 At the Effective Time, by virtue of the Merger and Section 3.3without any action on the part of Parent, the Company or the holder of any of the shares of Company Common Stock, Parent Common Stock or any capital stock of Merger Sub: (ia) each share All shares of common stock, par value $0.001 0.0001 per share, of the Company (the “Company Common Stock”) held in treasury or owned directly by the Company or any Subsidiary of the Company (including all stock derivatives, stock options and stock warrants) 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”; (b) Each share of Company Common Stock (other than Excluded Shares) issued and outstanding immediately prior to the Effective Time (other than Time, including any shares of Company Common Stock to be canceled pursuant to Section 2.6(b) issued in the Company Private Placements and any shares of Company Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than upon the exercise or conversion of any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) Financing Warrants, Non-Financings Warrants or convertible securities issued in the Company Private Placements, shall be converted into and become the right to receive the Series A Preferred Per-Share Merger Consideration in casha number of validly issued, payable to the holder thereof, without interest, (iii) each share fully paid and nonassessable shares of Series B Preferred Stockcommon stock, par value $0.001 0.0001 per share, of Parent (the Company (“Series B Preferred Parent Common Stock”) equal to, in the case of all shares of Company Common Stock, the quotient obtained by dividing (1) the result of 112,802,326 as adjusted for the Reverse Stock Split (the total number of shares of Parent Common Stock to be issued pursuant to this Agreement after giving effect to the Reverse Stock Split, as may be adjusted pursuant to Sections 2.2 and 2.3), by (2) the sum of (v) 7,996,636 (the number of shares of Company Common Stock outstanding immediately as of the Capitalization Date), (w) the number of shares of Company Common Stock issued in the Company Private -4- Placements, and currently outstanding, as certified by the Company pursuant to the Company’s certificate delivered under Section 8.2(c), (x) the number of shares of Company Common Stock issued as a result of conversion or exercise of any convertible securities issued in the Company Private Placements prior to the Effective Time Time, and currently outstanding, as certified by the Company pursuant to the Company’s certificate delivered under Section 8.2(c), (other than any y) the result of dividing the total number of shares of Series B Preferred Company Common Stock to be canceled issued pursuant to the exercise of all Financing Warrants outstanding at the Effective Time, by three (3), and (z) the total number of shares of Company Common Stock to be issued pursuant to the exercise of all Non-Financing Warrants outstanding at the Effective Time (the quotient of (1) and (2) above is hereinafter referred to as the “Exchange Ratio,” which shall be calculated in all cases assuming the effect of the Reverse Stock Split, as may be adjusted pursuant to Section 2.6(b2.2 and 2.3); (i) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right Exchange Ratio is subject to receive the Series B Preferred Per-Share Merger Consideration in cashadjustment, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time Time, pursuant to Section 2.2, (other than any shares of Series C Preferred ii) such Parent Common Stock to be canceled issued in the Merger is subject to forfeiture and cancellation pursuant to the terms and conditions of Section 2.3(a)(i), (iii) the holders of Company Common Stock and Company Warrants may be entitled to additional shares of Parent Common Stock pursuant to the terms and conditions of Section 2.3(a)(ii) and (iv) (iv) the holders of the Company Common Stock and Company Warrants may be entitled to shares of Parent Common Stock released from escrow pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.12.2(c)(i).

Conversion of Company Capital Stock. Subject By virtue of the Merger and without any action on the part of Parent, Company, the Merger Sub or the holders of any of Company's securities, at the Effective Time, subject to Section 3.2 and Section 3.3, (i) 1.9(c): each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Series A Preferred Stock issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Common Stock to be canceled cancelled pursuant to Section 2.6(b1.6(b) and excluding any shares of Common Stock which are held by Dissenting StockholdersShares (as defined in Section 1.6(f) shall below)) will be cancelled and extinguished and automatically converted into the right to receive receive, upon surrender of the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share certificate representing such shares of Company Series A Preferred Stock, par value $0.001 per share, : that number of shares (or fraction thereof) of Parent Common Stock equal to the Company (“Series A Preferred Stock”Share Exchange Ratio; and cash in lieu of fractional shares issuable pursuant to Section 1.6(a)(i)(A) in accordance with Section 1.6(e). each share of Company Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Series A Preferred Stock to be canceled cancelled pursuant to Section 2.6(b1.6(b) and excluding any shares of Series A Preferred Stock which are held by Dissenting StockholdersShares (as defined in Section 1.6(f) shall below)) will be cancelled and extinguished and automatically converted into the right to receive receive, upon surrender of the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share certificate representing such shares of Company Series B Preferred Stock, par value $0.001 per share, : that number of shares (or fraction thereof) of Parent Common Stock equal to the Company (“Series B Preferred Stock”Share Exchange Ratio; and cash in lieu of fractional shares issuable pursuant to Section 1.6(a)(ii)(A) in accordance with Section 1.6(e). each share of Company Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Series B Preferred Stock to be canceled cancelled pursuant to Section 2.6(b1.6(b) and excluding any shares of Series B Preferred Stock which are held by Dissenting StockholdersShares (as defined in Section 1.6(f) shall below)) will be cancelled and extinguished and automatically converted into the right to receive receive, upon surrender of the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share certificate representing such shares of Company Series C Preferred Stock, par value $0.001 per share, : that number of shares (or fraction thereof) of Parent Common Stock equal to the Company (“Series C Preferred Stock”Share Exchange Ratio; and cash in lieu of fractional shares issuable pursuant to Section 1.6(a)(iii)(A) in accordance with Section 1.6(e). each share of Company Series D Preferred Stock issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Series C Preferred Stock to be canceled cancelled pursuant to Section 2.6(b1.6(b) and excluding any shares of Series C Preferred Stock which are held by Dissenting StockholdersShares (as defined in Section 1.6(f) shall below)) will be cancelled and extinguished and automatically converted into the right to receive receive, upon surrender of the certificate representing such shares of Company Series D Preferred Stock: that number of shares (or fraction thereof) of Parent Common Stock equal to the Series C D Preferred Per-Share Merger Consideration, payable Exchange Ratio; and cash in lieu of fractional shares issuable pursuant to the holder thereof, without interest and (vSection 1.6(a)(iv)(A) in accordance with Section 1.6(e). each share of Company Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B E Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Series C-1 Preferred Stock to be canceled cancelled pursuant to Section 2.6(b1.6(b) and excluding any shares of Series C-1 Preferred Stock which are held by Dissenting StockholdersShares (as defined in Section 1.6(f) shall below)) will be cancelled and extinguished and automatically converted into the right to receive receive, upon surrender of the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All certificate representing such shares of Company Series E Preferred Stock: that number of shares (or fraction thereof) of Parent Common Stock equal to the Series E Preferred Share Exchange Ratio; and Preferred cash in lieu of fractional shares issuable pursuant to Section 1.6(a)(v)(A) in accordance with Section 1.6(e). each share of Company Common Stock (collectively, the “Company Capital Stock”) shall no longer be issued and outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented (excluding any shares cancelled pursuant to Section 1.6(b) and excluding any Dissenting Shares (as defined in Section 1.6(f) below)) will be cancelled and extinguished and automatically converted into the right to receive, upon surrender of the certificate representing such shares shall thereafter represent of Company Common Stock that number of shares (or fraction thereof) of Parent Common Stock equal to the Share Exchange Ratio; cash in lieu of fractional shares issuable pursuant to Section 1.6(a)(vi)(A) in accordance with Section 1.6(e); a right to receive the portion Earn-Out Share Exchange Ratio; and cash in lieu of fractional shares issuable pursuant to Section 1.6(a)(vi)(C) in accordance with Section 1.6(e). To the Merger Consideration payable therefor. Certificates previously representing extent that any Company Shareholder holds shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time that are subject to restrictions (with respect to vesting or otherwise) ("Restricted Stock"), the shares of Parent Common Stock issued to such holder in the Merger in exchange for such holder's shares of Restricted Stock shall be exchanged for subject to the portion same restrictions, terms and conditions post-Merger. No adjustment shall be made in the number of shares of Parent Common Stock issued in the Merger Consideration payable as a result of (A) any increase or decrease in respect the market price of such Certificates upon Parent Common Stock prior to the surrender Effective Time, or (B) any cash proceeds received by Company from the date hereof to the Closing Date pursuant to the exercise of such Certificates in accordance with the provisions of Section 3.1currently outstanding Company Options or Company Warrants.

Conversion of Company Capital Stock. Subject to Section 3.2 and Section 3.3, The capital stock of the Company shall be converted as follows: (i) each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) The issued and outstanding immediately prior shares of Series D Stock shall be converted into the right to receive the Effective Time number of shares of Parent Common Stock set forth on ANNEX I hereto; (ii) The issued and outstanding shares of Series E Stock shall be converted into the right to receive the number of shares of Parent Common Stock set forth on ANNEX I hereto; (iii) The issued and outstanding shares of Company Common Stock held by the Shareholder Parties shall be converted into the right to receive the number of shares of Parent Common Stock set forth on ANNEX I hereto; and (iv) Each issued and outstanding share of Company Common Stock held by any Shareholder on the Closing Date (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholdersthe Shareholder Parties) shall be converted into the right to receive the Common Per-Share Cash Merger Consideration in cashPrice; PROVIDED, payable HOWEVER, that any such Shareholder who demonstrates to the holder thereof, without interest, (iireasonable satisfaction of Parent that such Shareholder is an "accredited investor," as such term is defined in Rule 501(a) each share of Series A Preferred Stock, par value $0.001 per share, of the Company Securities Act, may elect, by written notice given to Parent at least two (“Series A Preferred Stock”2) issued and outstanding immediately Business Days prior to the Effective Time (other than any Closing Date, to receive, in lieu of the Cash Merger Price, a number of shares of Series A Preferred Parent Common Stock (disregarding fractions) equal to be canceled the product of (A) the number of shares of Company Common Stock owned by such Shareholder and (b) the Conversion Number. The shares of Parent Common Stock issued pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholdersthis SECTION 2.01(c) shall be converted into the right referred to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion of the Merger Consideration payable in respect of such Certificates upon the surrender of such Certificates in accordance with the provisions of Section 3.1herein as "PARENT SHARES."

Conversion of Company Capital Stock. Subject to Section 3.2 the terms and Section 3.3conditions of this Agreement, (i) at the Effective Time, each share of common stock, par value $0.001 per share, of the Company (“Common Stock”) Capital Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(bDissenting Shares (as hereinafter defined)) and any shares of Common Stock which are held by Dissenting Stockholders) all rights in respect thereof shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, and exchanged for such number and class or series of shares of Parent Capital Stock as set forth below: (iii) each share of Company Common Stock shall be converted and exchanged for that number of shares of Parent Common Stock equal to the quotient of (A) 20,691,212 divided by (B) the sum of (1) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, (2) the number of shares of Company Common Stock into which the Company Series A Preferred Stockand Company Series C Preferred issued and outstanding immediately prior to the Effective Time are convertible, par value $0.001 per shareand (3) the number of shares of Company Common Stock issuable upon conversion or exercise of all other securities convertible into Company Common Stock and all stock options, of the warrants and other rights (if any) to purchase Company (“Series A Preferred Stock”) Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares the "Exchange Ratio"); (ii) each share of Company Series A Preferred Stock to shall be canceled pursuant to Section 2.6(b) converted and any exchanged for that number of shares of Parent Series A A1 Preferred Stock which are held by Dissenting Stockholdersequal to the Exchange Ratio; and (iii) each share of Company Series C Preferred shall be converted and exchanged for that number of shares of Parent Series C Preferred equal to the Exchange Ratio. At the Effective Time, all shares of Company Capital Stock converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Parent Capital Stock to be canceled at the Exchange Ratio (the "Merger Consideration") pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series C-1 Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C-1 Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”) this Article I shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented certificate (each a "Certificate") previously representing any such shares of Company Capital Stock shall thereafter only represent the right to receive the portion shares of Parent Capital Stock into which the Merger Consideration payable thereforshares represented by such Certificate have been converted pursuant to this Section 1.7(a). Certificates previously representing shares of Company Capital Stock shall be exchanged for the portion shares of the Merger Consideration payable in respect of such Certificates Parent Capital Stock upon the surrender of such Certificates in accordance with the provisions of Section 3.12.4 hereof, without any interest.

Conversion of Company Capital Stock. Subject to Section 3.2 All shares of Company Common Stock and Section 3.3, (i) each share shares of common Series A preferred stock, par value $0.001 per share, of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Common Stock to be canceled pursuant to Section 2.6(b) and any shares of Common Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Common Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (ii) each share of Series A Preferred Stock, par value $0.001 per share, of the Company (“Series A Preferred Stock”) issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series A Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series A Preferred Per-Share Merger Consideration in cash“), payable to the holder thereof, without interest, (iii) each share of Series B Preferred Stockpreferred stock, par value $0.001 per share, of the Company (“Series B Preferred Stock”) issued “), and outstanding immediately prior to the Effective Time (other than any shares of Series B Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series B Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series B Preferred Per-Share Merger Consideration in cash, payable to the holder thereof, without interest, (iv) each share of Series C Preferred Stockpreferred stock, par value $0.001 per share, of the Company (“Series C Preferred Stock”) issued “ and outstanding immediately prior to the Effective Time (other than any shares of Series C Preferred Stock to be canceled pursuant to Section 2.6(b) and any shares of Series C Preferred Stock which are held by Dissenting Stockholders) shall be converted into the right to receive the Series C Preferred Per-Share Merger Consideration, payable to the holder thereof, without interest and (v) each share of Series C-1 Preferred Stock, par value $0.001 per share, of the Company (“Series C-1 Preferred Stock” and, together with the Series A Preferred Stock, the Stock and Series B Preferred Stock and the Series C Preferred Stock, the “Preferred Stock”“) issued and outstanding immediately prior to the Effective Time (other than any but excluding shares of Series C-1 Preferred Stock to be canceled pursuant to cancelled in accordance with Section 2.6(b2.1(b) and any shares of Series C-1 Preferred Stock which that are held by Dissenting Stockholders) shall be converted into the right to receive the Series C-1 Preferred Per-Share Merger Consideration Shares (as defined in cash, payable to the holder thereof, without interest. All such shares of Common Stock and Preferred Stock (collectively, the “Company Capital Stock”Section 2.1(d) shall no longer be outstanding and shall be cancelled automatically be canceled and retired and shall cease to exist, and each Certificate which immediately prior to the Effective Time represented holder of a certificate representing any such shares shall thereafter represent the right to receive the portion of the Merger Consideration payable therefor. Certificates previously representing shares of Company Capital Stock shall cease to have any rights with respect thereto, except the right to receive, without interest, the applicable Merger Price plus Earn Out Payments, if any, to be exchanged for the portion of the Merger Consideration payable in respect of paid to such Certificates Person pursuant to Section 2.2, upon the surrender of such Certificates certificate in accordance with Section 2.4. The Company Common Stock and the provisions Preferred Stock are sometimes referred to herein as the “Company Capital Stock“. Exhibit F hereof shall set forth: (i) the name of each Stockholder; (ii) the portion of the Acquisition Price payable pursuant to this Section 3.12.1(c) to each Stockholder at Closing assuming full compliance by each Stockholder with the payment procedures contained in Section 2.4; (iii) the portion of the Acquisition Price to be withheld from each Stockholder pursuant to Section 2.3 in establishing the Stockholders’ Representatives Escrow Fund; (iv) the portion of the Acquisition Price to be paid to each Stockholder at Closing after deduction for the amount set forth in (iii) above; (v) the total amount, expressed both as an amount and as a percentage, payable to each Stockholder, if any, for Earn Out Payments pursuant to Section 2.2 (assuming the occurrence of both Earn Out Events); and (vi) the amount, expressed both as an amount and as a percentage, payable to each Stockholder, if any for each Earn Out Payment pursuant to Section 2.2.