Common use of Conversion of Company Common Stock Clause in Contracts

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e).

Conversion of Company Common Stock. Each Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock (other than shares to be canceled in accordance with Section 2.01(b)) shall be converted into the right to receive that number (subject to the proviso to this sentence and to Section 9.02, the "Per Share Merger Consideration") of duly authorized, validly issued, fully paid and nonassessable shares of Common Stock, par value $1.00 per share, of Parent ("Parent Common Stock") equal to the quotient, rounded to the nearest thousandth, or if there shall not be a nearest thousandth, the next higher thousandth, of (i) the quotient of (x) $1,550,000,000 divided by (y) the number (the "Outstanding Number") of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Sharesshares to be canceled in accordance with Section 2.01(b)), any Dissenting Shares, and any share of Company Common Stock held divided by any direct or indirect wholly owned subsidiary of (ii) the CompanyMarket Price (as defined below) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to on the nearest ten-thousandth of a share) equal to date on which the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading PriceEffective Time shall occur; provided, however, that if in the Parent Trading Price is an amount greater than or equal to $59.98event that the product of the Per Share Merger Consideration multiplied by the Outstanding Number would exceed 110,000,000 (the "Maximum Number of Shares"), then the Exchange Ratio Per Share Merger Consideration shall be 0.2484mean the highest number (after taking into account the rounding provision of this sentence) that would not result in the product of such number multiplied by the Outstanding Number exceeding 110,000,000. The "Market Price" of Parent Common Stock on any date means the average of the daily closing prices per share of Parent Common Stock as reported on the NYSE Composite Transactions List (as reported by the Wall Street Journal or, if not reported thereby, by another authoritative source mutually selected by Parent and the Company) for the 15 consecutive full NYSE trading days (the "Averaging Period") immediately preceding the third full NYSE trading day prior to such date; provided that (A) if the Board of Directors of Parent Trading Price is an amount equal to or less than $49.08, then declares a dividend on the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share outstanding shares of Company Parent Common Stock issued and outstanding immediately prior to having a record date after the Effective Time that is held by any direct or indirect wholly owned subsidiary of but an ex-dividend date (based on "regular way" trading on the Company shall be converted into such number NYSE of shares of common stockParent Common Stock (the "Ex-Date")) that occurs during the Averaging Period, par value $0.01 per sharethen for purposes of computing the Market Price, of the Surviving Company such that closing price on the ownership percentage of Ex-Date and any such Subsidiary trading day in the Surviving Company immediately following Averaging Period after the Ex-Date will be adjusted by adding thereto the amount of such dividend and (B) if the Board of Directors of Parent declares a dividend on the outstanding shares of Parent Common Stock having a record date before the Effective Time shall equal and an Ex-Date that occurs during the ownership percentage Averaging Period, then for purposes of computing the Market Price, the closing price on any trading day before the Ex-Date will be adjusted by subtracting therefrom the amount of such Subsidiary dividend. For purposes of the immediately preceding sentence, the amount of any non- cash dividend will be the fair market value thereof on the payment date for such dividend as determined in good faith by mutual agreement of Parent and the Company immediately prior to Company. As of the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, immediately prior to the Effective Time, represented representing any such shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive the Per Share Merger Consideration and the Fractional Share Cash Amount into which the any cash in lieu of fractional shares of Company Parent Common Stock represented by to be issued or paid in consideration therefor upon surrender of such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled certificate in accordance with Section 2.2(e)2.02, without interest.

Conversion of Company Common Stock. Each Subject to Section 2.02 and Section 2.03, each share of Company Common Stock (including any shares of Company Common Stock purchased pursuant to a Deposit Share Agreement between the Company and an employee of the Company ) issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, shares to be cancelled or converted into shares of the Surviving Company in accordance with Section 2.01(b) and any Dissenting Shares) shall, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of at the Company) shall Effective Time, be automatically converted into the right to receive: receive (Ai) $59.60 in cash 133 per share of Company Common Stock, without interest (the “Cash Consideration”) and (Bii) a fraction 0.4506 of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the cash in lieu of fractional shares of Parent Common Stock as specified in Section 2.01(e) and the Cash Consideration, the “Merger Consideration”). Each share As of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the , all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II Section 2.01(c) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and each holder of uncertificated shares of Company Common Stock represented by held in book-entry form (“Book-Entry Shares”) and each or a certificate that, that immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e2.02(d), without interest and subject to any applicable withholding of Taxes.

Conversion of Company Common Stock. Each share (i) Subject to Section 2.01(b) (Cancelation of Company Common Treasury Stock and Parent-Owned Stock) and Section 2.01(d) (Appraisal Rights), each issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary stockholders of the Company) Company immediately prior to the Effective Time shall be automatically converted into the right to receive: receive (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction number of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of Parent (the Surviving Company such that “Parent Common Stock”) equal to the ownership percentage Common Exchange Ratio (the “Common Stock Consideration”), (B) a number of any such Subsidiary validly issued, fully paid and nonassessable depositary shares (the “Depositary Shares”), each representing a 1/1,000th interest in a share of fixed-rate reset cumulative perpetual preferred stock of Parent, series A, $25,000 stated amount per whole preferred share (the Surviving Company immediately following “Series A Parent Preferred Stock”), equal to the Effective Time shall Preferred Exchange Ratio (the “Preferred Stock Consideration” and, together with the Common Stock Consideration, the “Stock Consideration”) and (C) an amount of cash, without interest, equal to the ownership percentage of such Subsidiary in the Company immediately prior to Cash Consideration. From and after the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated shares each applicable holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive the Merger Consideration therefor upon surrender of Certificates or Book-Entry Shares in accordance with Section 2.02, including the right to receive, pursuant to Section 2.04, cash in lieu of fractional shares of Parent Common Stock and the Fractional Share Cash Amount Depositary Shares, if any, into which the such shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.12.01(c) (the “Fractional Share Consideration”), as well as any dividends or other distributions together with the amounts, if any, payable pursuant to which holders of Company Common Stock become entitled in accordance with Section 2.2(e2.02(i).

Conversion of Company Common Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any shares of Company Common Stock or any shares of capital stock of Merger Sub, subject to this Section 2.3 and Section 2.4(f), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled shares to be canceled in accordance with Section 2.2 (the "Canceled Shares, any ") and Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash a number (the “Cash Consideration”"Conversion Number") and (B) a fraction of a duly authorized, validly issued, fully paid issued and nonassessable shares of Parent Common Stock (the "Merger Consideration") determined by dividing $23.09 by the average of the daily average per share high and low sales prices of one share of Parent Common Stock as reported on the Nasdaq National Market (rounding as reported in the New York City edition of The Wall Street Journal or, if not reported thereby, another authoritative source) for each of the 20 trading days ending on the third trading day prior to the Company Meeting (as defined in Section 5.3, so long as the Closing Date occurs within five business days of the Company Meeting or, if the Closing Date is more than five business days after the Company Meeting, the Closing Date) rounded to the nearest ten-thousandth of a share) equal to the quotient cent (the “Exchange Ratio”"Average Parent Price"), provided that (i) determined by dividing if the Average Parent Price is less than $21.00, the Conversion Number shall be 1.0995; and (xii) if the Average Parent Price is greater than $14.90 by (y) 28.25, the Parent Trading PriceConversion Number shall be 0.8173; provided, however, that that, in any event, if between the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, date of this Agreement and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated the outstanding shares of Company Parent Common Stock represented shall have been changed into a different number of shares or a different class, by book-entry form (“Book-Entry Shares”) and each certificate thatreason of any declared or completed stock dividend, immediately prior subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Conversion Number shall be adjusted correspondingly to the extent appropriate to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. At the Effective Time, represented any all such shares of Company Common Stock (each, a “Certificate”other than Dissenting Shares) shall thereafter represent only no longer be outstanding and automatically shall be canceled and retired and shall cease to exist, and each holder of a certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Shares) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e)Consideration.

Conversion of Company Common Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of the Company Common Stock, each share of Company Common Stock (each, a “Share”) issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, Shares and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the CompanyShares to be cancelled pursuant to Section 1.5(b)) shall will be converted automatically converted into the right to receive: , in accordance with the terms of this Agreement, (Ai) $59.60 22.00 in cash (the “Cash Consideration”) ), without interest, and (Bii) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient 0.120 (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the shares of validly issued, fully-paid and non-assessable shares of Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 Common Stock (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”), payable in the manner set forth in Section 2.1. Each share Except as set forth in Section 1.5(b), as a result of Company Common Stock issued the Merger, each holder of a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (“Certificates”) and each holder of Shares outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock are not represented by book-entry form Certificates (“Book-Entry Shares”) and each certificate that, immediately prior will thereafter cease to the Effective Time, represented have any rights with respect to such shares of Company Common Stock Shares except (each, a “Certificate”x) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as any dividends or other distributions pursuant to which holders Section 2.1(c) and cash in lieu of Company Common Stock become entitled any fractional shares payable pursuant to Section 2.1(e), in each case to be issued or paid, without interest, in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with Section 2.2(e2.1(b) (or in the case of a lost, stolen or destroyed Certificate, Section 2.1(j)) or (y) as provided by Law.

Conversion of Company Common Stock. Each (a) At the Effective Time, subject to Sections 2.2(e) and 8.1(g) hereof and the last sentence of this Section 1.4(a), each share of the common stock, par value $.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share shares of Company Common Stock held (1) in the Company's treasury or (2) directly or indirectly by Buyer or the Company or any direct of their respective Subsidiaries (as defined in Section 3.1(a)) which are not Trust Account Shares or indirect wholly owned subsidiary DPC shares (as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of this Agreement and without any action on the part of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issuedholder thereof, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number and exchangeable for .73 shares (the "Exchange Ratio") of shares of the common stock, par value $0.01 1.00 per share, of Buyer ("Buyer Common Stock") (together with the Surviving Company such that the ownership percentage number of any such Subsidiary Buyer Rights (as defined in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeSection 4.2 hereof) associated therewith). All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Buyer Common Stock pursuant to this Article II I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented (each a "Certificate") previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent only the right to receive (i) the Merger Consideration number of whole shares of Buyer Common Stock and (ii) the Fractional Share Cash Amount cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2(e)2.2 hereof, without any interest thereon. If, between the date hereof and the Effective Time, the shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, splitup, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be appropriately adjusted.

Conversion of Company Common Stock. (i) Each share of common stock, $0.01 par value, of the Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (Time, other than Cancelled Shares, any Dissenting Shares, and any share shares of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyto be canceled pursuant to Section 1.6(b) shall and Dissenting Shares, will be canceled and extinguished and automatically converted into the right to receive: receive (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction number of a validly issued, fully paid and nonassessable share shares of Parent’s Series B Convertible Perpetual Preferred Stock, par value $0.001 per share, with the terms attached hereto as Exhibit B (the “Parent Common Stock (rounding to the nearest ten-thousandth of a share) Series B Preferred Stock”), equal to the quotient (the “Exchange Ratio”” (as defined in Section 1.6(a)(ii)) determined by dividing and (xB) $14.90 by (y) the Parent Trading Price; provided6.50 in cash, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 without interest (the “Stock ConsiderationCash Portion” and, and together with the Cash Consideration, shares of Parent Series B Preferred Stock in the foregoing clause the “Merger Consideration”). Each , upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 1.7. No fraction of a share of Parent Series B Preferred Stock will be issued and outstanding immediately by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 1.7(e). Notwithstanding anything herein to the contrary, at any time prior to the Effective Time that is held Closing Date, as determined by any direct or indirect wholly owned subsidiary Parent in its sole discretion, Parent may elect to pay the aggregate Merger Consideration (which, for avoidance of doubt, shall include such amounts attributable to the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of Parent Series B Preferred Stock and the Surviving Company such that the ownership percentage of any such Subsidiary Cash Portion in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary preceding sentence) as $39.00 in the Company immediately prior cash, without interest, in which case all references in this Agreement to the Effective Time. All “Cash Portion” of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant shall be deemed to be references to such aggregate amount of cash, without interest, and all references in this Agreement to “Parent Series B Preferred Stock” shall be deemed to be deleted, and, notwithstanding anything herein to the contrary, (i) no party to this Article II agreement shall no longer have any obligation to consummate the Upstream Merger and any references to the Upstream Merger in this Agreement shall be outstanding and deemed to be deleted, (ii) it will not be intended that the Merger shall automatically be cancelled and shall cease to exist qualify as a reorganization described in Section 368(a) of the Effective TimeCode, and uncertificated shares (iii) the following provisions of Company Common Stock represented by book-entry form (“Book-Entry Shares”this Agreement shall be deemed to be deleted: Section 5.15, Section 5.19, Section 6.2(e) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e6.3(f).

Conversion of Company Common Stock. Each Subject to the other provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share excluding shares of Company Common Stock held to be cancelled in accordance with Section 2.1(a)(ii), any shares of Company Common Stock subject to an unvested Company Restricted Share Award which is to be assumed by Parent pursuant to Section 2.4(c), and any direct or indirect wholly owned subsidiary of the CompanyDissenting Shares) shall be automatically converted into the right to receive: , in accordance with the terms of this Agreement, (A) $59.60 60.00 in cash cash, without interest (the “Cash ConsiderationConsideration Portion”) and (B) a fraction that number of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 Shares (the “Stock Consideration” andConsideration Portion”, and together with the Cash ConsiderationConsideration Portion, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior ) equal to the Effective Time that is held quotient determined by any direct or indirect wholly owned subsidiary dividing the Stock Value by the VWAP of Parent Stock, and rounding the Company shall be converted into such number result to the nearest 1/10,000 of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to a Parent Share. From and after the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares each applicable holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive the Merger Consideration and therefor upon the Fractional Share Cash Amount into which the surrender of such shares of Company Common Stock represented by in accordance with Section 2.2, including the right to receive, pursuant to Section 2.6, cash in lieu of fractional shares of Parent Stock, if any, which would otherwise be issuable in respect of such Book-Entry Share or Certificate have been converted shares of Company Common Stock pursuant to this Section 2.12.1(a)(i) (the “Fractional Share Consideration”), as well as any dividends or other distributions together with the amounts, if any, payable pursuant to which holders of Company Common Stock become entitled in accordance with Section 2.2(e2.2(f).

Conversion of Company Common Stock. Each (a) At the Effective Time, subject to Section 2.2(e) and Section 9.1(h) hereof, each share of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share (x) shares of Company Common Stock held by any direct or indirect wholly owned subsidiary of in the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued's treasury, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share shares of Company Common Stock held directly or indirectly by Buyer or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC shares, as such terms are defined in Section 1.4(b) hereof), or (z) unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans) together with the related Company Rights issued and outstanding immediately prior pursuant to the Effective Time that is held Company Rights Agreement (each as defined in Section 4.2(a) hereof) shall, by virtue of this Agreement and without any direct or indirect wholly owned subsidiary action on the part of the Company shall holder thereof, be converted into such number and exchangeable for 2 (two) shares (the "Exchange Ratio") of shares of the common stock, par value $0.01 2.50 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeBuyer ("Buyer Common Stock"). All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Buyer Common Stock pursuant to this Article II I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented (each a "Certificate") previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent only the right to receive (i) the Merger Consideration number of whole shares of Buyer Common Stock and (ii) the Fractional Share Cash Amount cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2(e)2.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, spilt-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly.

Conversion of Company Common Stock. (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Time, except for Excluded Shares, any Dissenting Shareswith respect to which an election to receive only cash (a “Cash Election”) has been effectively made and not revoked or lost pursuant to Section 2.6 (each, and any share of a “Cash Electing Company Common Stock held by any direct or indirect wholly owned subsidiary of the CompanyShare”) shall be automatically converted into the right to receivereceive $30.50 (the “Per Share Value”), without interest; provided, however, that if: (A) $59.60 in cash the sum of (1) the product of the number of Cash Electing Company Shares and the Per Share Value and (2) the product of the number of Mixed Consideration Electing Company Shares and the Mixed Election Cash Consideration (such sum being the “Cash Election Amount”) exceeds (B) an amount equal to the Per Share Value, multiplied by 0.20, multiplied by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time, other than Excluded Shares (the “Available Cash”), then each Cash ConsiderationElecting Company Share shall instead be converted into the right to receive (I) an amount in cash, without interest, equal to the quotient (rounded to the nearest hundredth of a cent) determined by dividing (x) an amount equal to the Available Cash minus the product of the Mixed Election Cash Consideration and the number of Mixed Consideration Electing Company Shares, by (y) the number of Cash Electing Company Shares (such fraction being the “Pro-Rated Cash Amount”) and (BII) a fraction number of a validly issued, fully paid and nonassessable share non-assessable shares of Parent Acquiror Common Stock equal to the product (rounding rounded to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing of (x) $14.90 by the Exchange Ratio and (y) one (1) minus the Parent Trading Price; provided, however, that if quotient obtained by dividing the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by bookPro-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Rated Cash Amount into which by the shares of Company Common Stock represented by such Book-Entry Per Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e).Value;

Conversion of Company Common Stock. Each Subject to Section 2.02 and Section 2.03, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any shares to be cancelled or converted into shares of the Surviving Company in accordance with Section 2.01(b) and Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically cancelled and extinguished and converted into the right to receive: receive (Ai) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient 0.06942 (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; providedvalidly issued, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, fully paid and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of non-assessable shares of common stock, par value $0.01 per share, of Parent (the Surviving Company such that “Parent Common Stock”) (the ownership percentage “Stock Consideration”), (ii) $10.50 per share in cash (the “Cash Consideration”), and (iii) one contingent value right (a “CVR”) issued by Parent subject to and in accordance with the CVR Agreement (the “CVR Consideration” and, together with the Stock Consideration and the Cash Consideration, the “Merger Consideration”) payable to holder thereof, without interest or dividends thereon, less any applicable withholding of any such Subsidiary Taxes. Each CVR issued as CVR Consideration hereunder will be substantially in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior form attached as Annex A to the Effective TimeCVR Agreement (the “CVR Certificate”). All of the such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated each holder of a certificate (or evidence of shares of Company Common Stock represented by in book-entry form (“Book-Entry Shares”form) and each certificate that, that immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the any cash in lieu of fractional shares of Company Parent Common Stock represented by such Book-Entry Share to be issued or Certificate have been converted pursuant to this Section 2.1, as well as paid in consideration therefor and any dividends or other distributions to which holders of Company Common Stock become entitled upon the surrender of such Certificate in accordance with Section 2.2(e2.02(d), without interest and subject to any applicable withholding of Taxes. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then the Exchange Ratio will be appropriately adjusted to provide to Parent and the holders of Company Common Stock, Company Stock Options, Company Restricted Stock Awards, Company Deferred Stock Awards and other awards under the Company Stock Plans the same economic effect as contemplated by this Agreement prior to such event; provided that with respect to outstanding Company Stock Options and other awards made under the Company Stock Plans, any such adjustments shall be made in accordance with the applicable Company Stock Plan.

Conversion of Company Common Stock. Each share of common stock, par value $.01 per share, of the Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share shares of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyto be canceled pursuant to Section 2.1.2 and Dissenting Shares) shall be automatically converted converted, subject to this Section 2.1.1 and Section 2.2.5, into the right to receive: (A) 0.1791 shares (the “Exchange Ratio”) of common stock, par value $59.60 .01 per share (“Parent Common Stock”), of Parent (the “Stock Consideration”); and (B) $9.375 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Stock Consideration, as the same may be adjusted pursuant to the last sentence of this Section 2.1.1, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into All such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented previously representing any such shares of Company Common Stock (each, a “Certificate”) share shall thereafter represent only the right to receive the Merger Consideration therefor. No fractional share of Parent Common Stock shall be issued, and in lieu thereof, a cash payment shall be made pursuant to Section 2.2.5 hereof. In the event that, at the time the Company is first able to mail the Proxy Statement to its stockholders (the “Mailing Date”), Parent shall reasonably determine, after consultation with outside counsel, that the number of shares of Parent Common Stock included in the Merger Consideration when aggregated with the number of shares of Parent Common Stock which will be subject to issuance with respect to Company Options pursuant to Section 2.5 (excluding those Company Options which have become subject to Consents) (the “Issuances”) will result in the Merger becoming subject to approval by the stockholders of Parent pursuant to Rule 312.03 of the New York Stock Exchange (the “Parent Approval Requirement”), then Parent may, upon two Business Days notice to the Company given within two Business Days after the Company notifies Parent of its intent to mail the Proxy Statement, adjust the Cash Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, Consideration as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e).follows:

Conversion of Company Common Stock. Each Subject to Section 3.02 and Section 7.04(a)(ii), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct shares to be canceled in accordance with Section 3.01(b) or indirect wholly owned subsidiary of the Companyconverted in accordance with Section 3.01(c)) shall be automatically converted into the right to receive: (A) $59.60 in cash (, and shall thereafter represent only the “Cash Consideration”) and (B) a fraction of a validly issuedright to receive, 0.6120 fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient shares (the “Exchange Ratio”) determined by dividing of Parent Common Stock (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share As of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, which immediately prior to the Effective Time, Time represented any such shares share of Company Common Stock (each, a “Certificate”) or non-certificated shares of Company Common Stock held in book-entry form (each, a “Book-Entry Share”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the Consideration, any Fractional Share Cash Amount into which and any unpaid dividends or other distributions, in each case, in accordance with the procedures set forth in Section 3.02. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock represented by such Book-Entry Share or Certificate shall have been converted pursuant to this Section 2.1changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, consolidation or exchange of shares, or any similar event shall have occurred, then the Merger Consideration and any other amounts payable hereunder that are based upon a number of shares of Parent Common Stock or Company Common Stock, as well as any dividends or other distributions the case may be, shall be appropriately adjusted to which provide to Parent and the holders of Company Common Stock become entitled the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this sentence shall not be construed to permit Parent or the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. As provided in accordance with Section 2.2(e3.02(i), the right of any holder of a Certificate or Book-Entry Shares to receive the Merger Consideration shall be subject to any withholdings under applicable Tax Law.

Conversion of Company Common Stock. Each share Share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall will be automatically converted into the right to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in this Article II (including the proration procedures in Section 2.2(d)), the following consideration (the “Merger Consideration”), in each case without interest: (i) the combination (such election, a “Mixed Election”) of (A) $59.60 52.85 in cash (the “Mixed Cash Consideration”) and (B) a fraction of a 0.6677 validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient Shares (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Mixed Stock Consideration” and, and together with the Mixed Cash Consideration, the “Merger Mixed Election Consideration”). Each share , (ii) (such election, a “Cash Election”) $88.08 in cash (the “Cash Election Consideration”), or (iii) (such election, a “Stock Election”) 1.6693 validly issued , fully paid and nonassessable Parent Shares (the “Stock Election Consideration”), in the case of Company Common Stock issued and outstanding immediately prior each such election, payable to the Effective Time that is held by any direct or indirect wholly owned subsidiary holder upon surrender of the Company shall be converted into Certificate or Book-Entry Share formerly representing such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary Share in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to accordance with Section 2.2 and Section 2.3. At the Effective Time. All , all of the shares Shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II Section 2.1(a) shall no longer cease to be outstanding and outstanding, shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“each Certificate or Book-Entry Shares”) and each certificate that, Share that immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Certificate”) Shares shall thereafter represent only the right to receive the Merger Consideration and Consideration, without interest, including the Fractional Share Cash Amount into which the right to receive, pursuant to Section 2.6, cash in lieu of fractional shares of Parent Shares, if any, which would otherwise be issuable in respect of such Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.12.1(a) (the “Fractional Share Consideration”), as well as any dividends or other distributions together with the amounts, if any, payable pursuant to which holders of Company Common Stock become entitled in accordance with Section 2.2(e2.3(f).

Conversion of Company Common Stock. (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than Cancelled any Excluded Shares, any Dissenting Shareswith respect to which an election to receive only cash (a "Cash Election") has been effectively made and not revoked or lost pursuant to Section 2.4 (each, and any share of a "Cash Electing Company Common Stock held by any direct or indirect wholly owned subsidiary of the CompanyShare") shall be automatically converted into the right to receivereceive Twenty-Six Dollars and Seventy-Five Cents ($26.75), subject to adjustment pursuant to Section 2.1(g) (the "Per Share Value"), without interest; provided, however, that if: (x) the sum of (A) $59.60 in cash (the “product of the number of Cash Consideration”) Electing Company Shares and the Per Share Value and (B) a fraction the product of the number of Mixed Consideration Electing Company Shares and the Mixed Election Cash Consideration (such sum being the "Cash Election Amount") exceeds (y) an amount equal to the Per Share Value, multiplied by 0.35, multiplied by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time, other than Excluded Shares (the "Available Cash"), then each Cash Electing Company Share shall instead be converted into the right to receive (I) an amount in cash, without interest, equal to the quotient (rounded to the nearest hundredth of a cent) determined by dividing (X) an amount equal to the Available Cash minus the product of the Mixed Election Cash Consideration and the number of Mixed Consideration Electing Company Shares, by (Y) the number of Cash Electing Company Shares (such fraction being the "Pro-Rated Cash Amount") and (II) a number of validly issued, fully paid and nonassessable share non-assessable shares of Parent Acquiror Common Stock equal to the product (rounding rounded to the nearest ten-thousandth of a share) equal to the quotient of (the “Exchange Ratio”X) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if (Y) one (1) minus the Parent Trading Price is an amount equal to or less than $49.08, then quotient obtained by dividing the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by bookPro-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Rated Cash Amount into which by the shares of Company Common Stock represented by such Book-Entry Per Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e).Value;

Conversion of Company Common Stock. Each Subject to Section 3.2(e) hereof, ---------------------------------- -------------- each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time stock (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyshares to be canceled in accordance with Section 3.1(b) hereof) shall be automatically converted into -------------- the right to receive: Conversion Number (Aas defined below) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a duly authorized, validly issued, fully paid issued and nonassessable share shares of Parent Common Stock (rounding to that have been registered with the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading PriceSEC as provided herein; provided, however, that that, in any event, if between the Parent Trading Price is an amount greater than or equal to $59.98, then date of this Agreement and the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash ConsiderationEffective Time, the “Merger Consideration”). Each share outstanding shares of Parent Common Stock or Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted have been changed into such a different number of shares of common stockor a different class, par value $0.01 per share, of the Surviving Company such that the ownership percentage by reason of any declared or completed stock dividend, subdivision, reclassification, recapitalization, split, combination, or exchange of shares, the Conversion Number shall be correspondingly adjusted to the extent appropriate to reflect such Subsidiary in stock dividend, subdivision, reclassification, recapitalization, split, combination, or exchange of shares. Subject to the Surviving Company immediately following the Effective Time shall equal the ownership percentage provisions hereof, as of such Subsidiary in the Company immediately prior to the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, immediately prior to the Effective Time, represented representing any such shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive upon the Merger Consideration and the Fractional Share Cash Amount into which surrender of such certificates, certificates representing the shares of Company Parent Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant Stock, and cash in lieu of fractional shares of Parent Common Stock. For purposes hereof, the Conversion Number shall be equal to the value "X" in the following formula (subject to modification as provided in this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled 3.1 and in accordance with Section 2.2(e).----------- ------- 6.13 hereof): ---- X = (1.454 x A) / B where:

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Sharesincluding shares of Company Restricted Stock Unit that become vested pursuant to Section 5.13(b) and shares issued or issuable upon the exercise or deemed exercise prior to the Effective Time pursuant to the Company Warrants, any Dissenting Sharesbut excluding shares to be canceled in accordance with Section 2.01(b), and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of shares to remain outstanding in accordance with Section 2.01(e), and, except as provided in Section 2.01(d), the CompanyAppraisal Shares) shall be automatically converted into the right to receivereceive merger consideration having a value at closing of 0.224 (“Aggregate Exchange Ratio”) shares of Parent Common Stock, determined as follows: (A) $59.60 in cash (the “Cash Consideration”) and (Bi) a fraction number of a shares of validly issued, fully paid and nonassessable share shares of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient product of the (the “A) Aggregate Exchange Ratio”) determined by dividing (x) $14.90 Ratio multiplied by (yB) the Parent Trading Price; providedStock Percentage (such product, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and”); (ii) an amount of cash, without interest equal to the product of (A) the Aggregate Exchange Ratio multiplied by (B) the Cash Percentage multiplied by (C) the Closing Parent Stock Price (such product, the “Cash Consideration”); and (iii) any cash paid in lieu of fractional Parent Common Stock in accordance with Section 2.02(g) (together with the Cash Consideration and the Stock Consideration, subject to adjustment as provided in Section 2.01(g), the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to At the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any declared dividends or other distributions with a record date prior to which holders of Company Common Stock become entitled the Effective Time that remain unpaid at the Effective Time and that are due to such holder, without interest, in each case to be issued or paid in consideration therefor in accordance with Section 2.2(e2.02(b).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled excluding shares to be canceled in accordance with Section 2.01(b), shares to remain outstanding in accordance with Section 2.01(e), and, except as provided in Section 2.01(d), the Appraisal Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: receive (Ai) $59.60 16.625 in cash cash, without interest (the “Initial Cash Consideration” and, as the same may be increased pursuant to Section 2.01(g), the “Cash Consideration”) and (Bii) a fraction number of a validly issued, fully paid and nonassessable share non assessable shares of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal as determined pursuant to or less than $49.08, then the Exchange Ratio shall be 0.3036 Section 2.01(h) (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to At the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated each holder of a certificate (or evidence of shares of Company Common Stock represented by in book-entry form (“Book-Entry Shares”form) and each certificate that, that immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and any declared dividends on the Fractional Share Cash Amount into which the shares of Company Common Stock represented by with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1holder, as well as any dividends or other distributions payable pursuant to which holders 2.02(j) and cash in lieu of Company Common Stock become entitled any fractional shares payable pursuant to Section 2.02(i), without interest, in each case to be issued or paid in consideration therefor upon surrender of the applicable Certificate in accordance with Section 2.2(e2.02(b), in the case of certificated shares, and automatically, in the case of book-entry shares.

Conversion of Company Common Stock. Each Subject to Section 2.02(e), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyshares to be canceled in accordance with Section 2.01(b)) shall be automatically converted into the right to receive: receive (Ai) $59.60 in cash (the “Cash Consideration”) and (B) a fraction that number of a validly issued, fully paid and nonassessable share shares of Parent Common Stock (rounding to the nearest ten-thousandth of a share“Stock Portion”) equal to the quotient determined by dividing $38.00 by the Parent Average Closing Stock Price (as defined below) and rounding the result to the nearest 1/10,000 of a share (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) ), payable upon surrender, in the Parent Trading Pricemanner provided in Section 2.02, of the certificate that formerly evidenced such share of Company Common Stock; provided, however, that if such quotient is less than 1.3167, the Parent Trading Price Exchange Ratio will be 1.3167 and if such quotient is greater than 1.6799, the Exchange Ratio will be 1.6799, (ii) $42.00 in cash, without interest (the “Cash Portion”) and (iii) if the Closing shall not have occurred on or prior to March 31, 2006, an amount greater than or in cash equal to $59.980.0132 per day for each day during the period commencing April 1, then 2006 through the Exchange Ratio shall be 0.2484, and if date of the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 Closing (the “Stock Consideration” andInterest Portion”; the Interest Portion, if any, together with the Stock Portion and Cash ConsiderationPortion, being the “Merger Consideration”). Each For the purposes of this Section 2.01, the term “Parent Average Closing Stock Price” means the average of the per share closing prices of Company Parent Common Stock issued on the NYSE during the 20 consecutive trading days ending on (and outstanding immediately including) the date that is three trading days prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary date of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to Closing. At the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, which immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as any dividends or other distributions payable pursuant to which holders Section 2.02(c) and cash in lieu of Company Common Stock become entitled any fractional shares payable pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(e2.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, (A) the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (B) Parent declares or pays cash dividends in any fiscal quarter in excess of 200% of the amount of regularly quarterly dividends paid by the Parent immediately prior to the date hereof or (C) Parent engages in any spin-off or split-off, then in any such case the Exchange Ratio shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. Each Subject to Section 2.02(j), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyshares to be canceled in accordance with Section 2.01(b)) shall be automatically converted into the right to receive: receive $37.00 in cash, without interest (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to At the Effective Time. All of the , subject to Section 2.02(j), all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, which immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Fractional Share Cash Amount into which Effective Time, (i) the outstanding shares of Company Common Stock represented by such Book-Entry Share or Certificate shall have been converted pursuant changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (ii) the Company declares or pays any cash dividend (other than the $0.11 cash dividend declared by the Board of Directors of the Company on June 22, 2006 and payable on August 4, 2006 to record holders of Company Common Stock on July 28, 2006; it being understood that no further dividends or distributions shall be declared or paid by the Company to its stockholders while this Section 2.1Agreement is in effect) or (iii) the Company declares or pays any non-cash dividends or distributions, as well as then in any such case the Merger Consideration shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to which holders Section 2.02(c) shall be subject to and reduced by the amount of Company Common Stock become entitled in accordance with Section 2.2(e)any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. Each Subject to Section 2.02(e), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, including any Dissenting Shares, and any share shares of Company Common Stock held that are owned by any direct or indirect a wholly owned subsidiary Subsidiary of the Company, but excluding shares to be cancelled in accordance with Section 2.01(b) and any Appraisal Shares (as defined below)) shall be automatically converted into the right to receive: receive (Ai) $59.60 in cash 0.0930 (the “Cash ConsiderationExchange Ratio”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient common stock, par value $0.01 per share (the “Exchange RatioParent Common Stock”) determined by dividing (x) $14.90 by (y) the ), of Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration”) and (ii) $18.60 in cash, without interest (the “Cash Consideration” and, together with the Cash Stock Consideration, the “Merger Consideration”). Each share of Company Common Stock issued From and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to after the Effective Time. All of the , all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II Section 2.01(c) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, which immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect to such shares, except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as any dividends or other distributions payable pursuant to which Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained in this Agreement that is based upon the number of shares of Parent Common Stock or Company Common Stock, as the case may be, will be appropriately adjusted to provide to Parent and the holders of Company Common Stock become entitled in accordance with Section 2.2(e)the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. Each (i) Subject to any adjustment pursuant to Section 2.4, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time Time, except for Dissenters’ Shares or shares of Company Common Stock owned by the Company or Acquiror (in each case other than Cancelled Shares, any Dissenting Shares, and any share shares of Company Common Stock held by in any direct Company Benefit Plan or indirect wholly owned subsidiary related trust accounts or otherwise held in a fiduciary or agency capacity or as a result of debts previously contracted) (the Company“Excluded Shares”), with respect to which an election to receive only cash (a “Cash Election”) has been effectively made and not revoked or lost pursuant to Section 2.10 (each, a “Cash Electing Company Share”) shall be automatically converted into the right to receivereceive $117.74 (the “Per Share Value”), without interest; provided, however, that if: (A) $59.60 in cash the sum of (1) the product of the number of Cash Electing Company Shares and the Per Share Value and (2) the product of the number of Mixed Consideration Electing Company Shares and the Mixed Election Cash Consideration exceeds (B) an amount equal to the Per Share Value, multiplied by the product of the Cash Percentage and the Outstanding Company Shares (the “Available Cash”), then each Cash ConsiderationElecting Company Share shall instead be converted into the right to receive (I) an amount in cash, without interest, equal to the quotient (rounded to the nearest hundredth of a cent) determined by dividing (x) an amount equal to the Available Cash minus the product of the Mixed Election Cash Consideration and the number of Mixed Consideration Electing Company Shares, by (y) the number of Cash Electing Company Shares (such fraction being the “Pro-Rated Cash Amount”) and (BII) a fraction number of a validly issued, fully paid and nonassessable share non-assessable shares of Parent Acquiror Common Stock equal to the product (rounding rounded to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing of (x) $14.90 by the Exchange Ratio and (y) one (1) minus the Parent Trading Price; provided, however, that if quotient obtained by dividing the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by bookPro-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Rated Cash Amount into which by the shares of Company Common Stock represented by such Book-Entry Per Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e).Value;

Conversion of Company Common Stock. Each Except as otherwise provided in Sections 3.1(d) and 3.1(e), other than shares to be canceled in accordance with Section 3.1(b), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: , without interest, that fraction (Aexpressed as a decimal) $59.60 in cash (of a share of Parent Common Stock that is equal to the Per Share Merger Consideration. For the purposes of this Agreement, “Cash Per Share Merger Consideration”) and (B) a fraction ” means 0.88 of a validly issued, fully paid and nonassessable share of Parent Common Stock for every one (rounding to the nearest ten-thousandth of a share1) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary subject to the proviso at the end of the Company immediately following sentence, and subject to adjustment only in accordance with Section 3.5. The “Aggregate Share Merger Consideration” shall be converted into such equal the aggregate number of shares of common stock, par value $0.01 per share, of the Surviving Parent Common Stock to be issued (i) for Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company Common Stock issued and outstanding immediately prior to the Effective Time and (ii) for restricted shares of Company Common Stock in accordance with Section 3.3, provided, however, that in no event shall the Aggregate Share Merger Consideration exceed more than 38,533,094 shares of Parent Common Stock. At the Effective Time. All of the , all shares of Company Common Stock converted into the right to receive the Per Share Merger Consideration pursuant to this Article II III shall automatically be canceled, cease to exist and no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeoutstanding, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, that immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive the Per Share Merger Consideration and the Fractional Share Cash Amount into which the a check for any cash in lieu of fractional shares of Company Parent Common Stock represented by upon the surrender of such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled certificate in accordance with Section 2.2(e)3.2(b) and in each case without interest.

Conversion of Company Common Stock. Each (a) At the Effective Time, subject to Section 1.7 and Section 2.1(e) hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share shares of Company Common Stock held owned (x) by the Company as treasury stock or (y) directly or indirectly by iPCS or the Company or any direct or indirect wholly owned subsidiary of their respective Subsidiaries (as defined below)) shall, by virtue of this Agreement and without any action on the part of the Company) shall holder thereof, be automatically converted into the right to receive: (A) $59.60 in cash 0.7725 shares (the “Cash Consideration”"Exchange Ratio") and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeiPCS Common Stock. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration iPCS Common Stock pursuant to this Article II I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that(each, immediately prior to the Effective Time, represented a "Company Certificate") previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent only the right to receive (i) certificates evidencing the Merger Consideration number of whole shares of iPCS Common Stock and (ii) the Fractional Share Cash Amount cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Book-Entry Share or Company Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders 1.4(a) and Section 2.1(e). Company Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates representing whole shares of iPCS Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Company Certificates in accordance with Section 2.2(e2.1 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Options (as defined below) or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase Company Common Stock (other than a Permitted Company Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Further, the parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 5.2 and that, in the event the number of outstanding shares of iPCS Common Stock, iPCS Preferred Stock, Wildcat options for the purchase of iPCS Common Stock or other stock equivalents of iPCS is greater than or less than the amounts specifically set forth in Section 5.2 (including as a result of (i) any inaccuracy in the representations and warranties set forth in Section 5.2, (ii) the issuance after the date of this Agreement of restricted stock, options, warrants or other rights to purchase iPCS Common Stock (other than a Permitted iPCS Issuance (as defined below)) or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of iPCS, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted.

Conversion of Company Common Stock. Each (i) Subject to Section 2.02(e), each share of Company Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Sharesbut excluding (x) shares to be canceled in accordance with Section 2.01(b), (y) shares to be converted in accordance with Section 2.01(c) and (z) any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: receive (A) $59.60 in cash 4.935 (the “Cash Class A Exchange Ratio”) validly issued, fully paid and nonassessable shares of Parent Common Stock (the “Class A Stock Consideration”) and (B) a fraction of a validly issued$18.60 in cash, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient without interest (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Class A Cash Consideration” and, together with the Cash Class A Stock Consideration, the “Class A Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to At the Effective Time. All of the , all shares of Company Class A Common Stock converted into the right to receive the Class A Merger Consideration pursuant to this Article II Section 2.01(d) shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by a certificate (a “Class A Certificate”) or book-entry form shares (“Class A Book-Entry Shares”) and each certificate that, which immediately prior to the Effective Time, Time represented any such shares of Company Class A Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive the Class A Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as any dividends or other distributions payable pursuant to which holders Section 2.02(c) and cash in lieu of Company Common Stock become entitled any fractional shares payable pursuant to Section 2.02(e), without interest, in each case to be issued or paid in consideration therefor upon surrender of such Class A Certificate in accordance with Section 2.2(e2.02(b), in the case of certificated shares, and automatically, in the case of book-entry shares.

Conversion of Company Common Stock. Each Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyshares to be canceled in accordance with Section 2.01(b)) shall be automatically converted into the right to receive: receive (Ax) $59.60 in cash from the Company, 0.20 (the “Cash "Newco Exchange Ratio") of a validly issued, fully paid and nonassessable shares of Newco Common Stock (the "Split-Off Consideration”") and (By) from Parent, a fraction number of a validly issued, fully paid and nonassessable share of Parent Common Stock equal to the Parent Exchange Ratio (rounding the "Merger Consideration"). The Split-Off Consideration and the Merger Consideration are collectively referred to as the "Closing Consideration". For purposes of this Agreement, "Parent Exchange Ratio" means the quotient (rounded to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”1/10,000) determined by dividing $35.00 by the average (xrounded to the nearest 1/10,000) $14.90 by of the volume weighted averages (yrounded to the nearest 1/10,000) of the trading prices of Parent Trading Price; provided, however, that if Common Stock on the Parent Trading Price is an amount greater than or equal to $59.98, then the New York Stock Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and"NYSE"), together as reported by Bloomberg Financial Markets (or such other source to which Parent and the Company may agree), for each of the 20 consecutive trading days ending with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding third trading day immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to preceding the Effective Time. All As of the Effective Time, all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, which immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “"Certificate”") shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Closing Consideration, as well as any dividends or other distributions to which holders such holder is entitled pursuant to Section 2.02(c) and any cash in lieu of Company fractional shares of Parent Common Stock become entitled and Newco Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(e2.02(e), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time (i) the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction or (ii) Parent shall have established the record date for such a change and such record date occurs prior to the Effective Time, the Parent Exchange Ratio shall be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction.

Conversion of Company Common Stock. Each Subject to Sections 2.02 and 2.03, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any shares to be canceled in accordance with Section 2.01(ii) and Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: receive (Ax) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined obtained by dividing (xA) $14.90 10.00 by (yB) the Parent Trading PricePrice (as defined below); provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.0834.42, then the Exchange Ratio shall be 0.3036 equal 0.2905 (the “Stock Consideration”) and (y) $30.00 in cash (the “Cash Consideration” and, together with the Cash Stock Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into All such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated each holder of a certificate (or evidence of shares of Company Common Stock represented by in book-entry form (“Book-Entry Shares”form) and each certificate that, that immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the any cash in lieu of fractional shares of Company Parent Common Stock represented by such Book-Entry Share to be issued or Certificate have been converted pursuant to this Section 2.1, as well as paid in consideration therefor and any dividends or other distributions to which holders become entitled upon the surrender of such Certificate in accordance with Section 2.02, without interest. For purposes of this Agreement, (i) “Parent Common Stock” means the common stock, par value $1.00 per share, of Parent and (ii) “Parent Trading Price” means the volume-weighted sales price per share taken to four decimal places of Parent Common Stock as reported by the New York Stock Exchange for the consecutive period of thirty trading days beginning at 9:30 a.m. New York time on the thirty-third trading day immediately preceding the Closing Date and concluding at 4:00 p.m. New York time on the third trading day immediately preceding the Closing Date, as calculated by Bloomberg Financial LP under the function “VWAP.” Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Parent Common Stock or Company Common Stock, as the case may be, will be appropriately adjusted to provide to Parent and the holders of Company Common Stock become entitled the same economic effect as contemplated by this Agreement prior to such event. As provided in accordance with Section 2.2(e2.02(j), the right of any holder of a Certificate to receive the Merger Consideration shall be subject to and reduced by the amount of any required withholding under applicable Tax Law.

Conversion of Company Common Stock. Each Subject to Section 2.02(e), ----------------------------------- each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyshares to be canceled in accordance with Section 2.01(b)) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction receive that number of a validly issued, fully paid and nonassessable share shares of Parent Common Stock equal to the Exchange Ratio (the "Merger Consideration"). The "Exchange Ratio" means the quotient obtained by dividing $61.00 by the Average Closing Price and rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price1/10,000; provided, howeverthat, except as set forth in -------- the following proviso, the Exchange Ratio shall not be less than 0.5823 or greater than 0.7117; and provided, further, that if in the Parent Trading event that the -------- ------- Average Closing Price (i) is an amount greater less than or equal to $59.9873.07, then the Exchange Ratio shall be 0.2484, mean the quotient obtained by dividing $52.00 by the Average Closing Price and if rounding to the Parent Trading Price nearest 1/10,000 or (ii) is an amount equal to or less greater than $49.08118.81, then the Exchange Ratio shall mean the quotient obtained by dividing $69.18 by the Average Closing Price and rounding to the nearest 1/10,000. The "Average Closing Price" shall be 0.3036 (an amount equal to the “Stock Consideration” andaverage per share closing price of Parent Common Stock, together as reported on the NYSE Composite Transaction Tape for the 20 trading days ending with the Cash Consideration, second trading day immediately preceding the “Merger Consideration”)Shareholders Meeting. Each share As of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, which immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the any cash in lieu of fractional shares of Company Parent Common Stock represented by to be issued or paid in consideration therefor upon surrender of such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled certificate in accordance with Section 2.2(e)2.02, without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, the Exchange Ratio shall be appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange or similar transaction.

Conversion of Company Common Stock. Each Subject to Section 2.02(e), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyshares to be canceled in accordance with Section 2.01(b)) shall be automatically converted into the right to receive: receive (Ai) $59.60 in cash (the “Cash Consideration”) and (B) a fraction that number of a validly issued, fully paid and nonassessable share shares of Parent Common Stock (rounding to the nearest ten-thousandth of a share"Stock Portion") equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 38.00 by (y) the Parent Trading PriceAverage Closing Stock Price (as defined below) and rounding the result to the nearest 1/10,000 of a share (the "Exchange Ratio"), payable upon surrender, in the manner provided in Section 2.02, of the certificate that formerly evidenced such share of Company Common Stock; provided, however, that if such quotient is less than 1.3167, the Parent Trading Price Exchange Ratio will be 1.3167 and if such quotient is greater than 1.6799, the Exchange Ratio will be 1.6799, (ii) $42.00 in cash, without interest (the "Cash Portion") and (iii) if the Closing shall not have occurred on or prior to March 31, 2006, an amount greater than or in cash equal to $59.980.0132 per day for each day during the period commencing April 1, then 2006 through the Exchange Ratio shall be 0.2484, and if date of the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 Closing (the “Stock Consideration” and"Interest Portion"; the Interest Portion, if any, together with the Stock Portion and Cash Portion, being the "Merger Consideration"). For the purposes of this Section 2.01, the “Merger Consideration”). Each term "Parent Average Closing Stock Price" means the average of the per share closing prices of Company Parent Common Stock issued on the NYSE during the 20 consecutive trading days ending on (and outstanding immediately including) the date that is three trading days prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary date of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to Closing. At the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, which immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “"Certificate”") shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as any dividends or other distributions payable pursuant to which holders Section 2.02(c) and cash in lieu of Company Common Stock become entitled any fractional shares payable pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(e2.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, (A) the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (B) Parent declares or pays cash dividends in any fiscal quarter in excess of 200% of the amount of regularly quarterly dividends paid by the Parent immediately prior to the date hereof or (C) Parent engages in any spin-off or split-off, then in any such case the Exchange Ratio shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. Each share Share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Shares to be cancelled in accordance with Section 2.1(c) and other than Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall will be automatically converted into the right to receive, at the election of the holder thereof in accordance with, and subject to, the terms, conditions and procedures set forth in this Article II (including the proration procedures in Section 2.2(d)), the following consideration (the “Merger Consideration”), in each case without interest: (i) the combination (such election, a “Mixed Election”) of (A) $59.60 52.85 in cash (the “Mixed Cash Consideration”) and (B) a fraction of a 0.6677 validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient Shares (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Mixed Stock Consideration” and, and together with the Mixed Cash Consideration, the “Merger Mixed Election Consideration”). Each share , (ii) (such election, a “Cash Election”) $88.08 in cash (the “Cash Election Consideration”), or (iii) (such election, a “Stock Election”) 1.6693 validly issued, fully paid and nonassessable Parent Shares (the “Stock Election Consideration”), in the case of Company Common Stock issued and outstanding immediately prior each such election, payable to the Effective Time that is held by any direct or indirect wholly owned subsidiary holder upon surrender of the Company shall be converted into Certificate or Book-Entry Share formerly representing such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary Share in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to accordance with Section 2.2 and Section 2.3. At the Effective Time. All , all of the shares Shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II Section 2.1(a) shall no longer cease to be outstanding and outstanding, shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“each Certificate or Book-Entry Shares”) and each certificate that, Share that immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Certificate”) Shares shall thereafter represent only the right to receive the Merger Consideration and Consideration, without interest, including the Fractional Share Cash Amount into which the right to receive, pursuant to Section 2.6, cash in lieu of fractional shares of Parent Shares, if any, which would otherwise be issuable in respect of such Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.12.1(a) (the “Fractional Share Consideration”), as well as any dividends or other distributions together with the amounts, if any, payable pursuant to which holders of Company Common Stock become entitled in accordance with Section 2.2(e2.3(f).

Conversion of Company Common Stock. Each Subject to Section 2.2(e), each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any shares to be canceled in accordance with Section 2.1(b) and Dissenting Shares, and any share of Company Common Stock held Shares that are owned by any direct or indirect wholly owned subsidiary Dissenting Stockholders that have properly exercised appraisal rights pursuant to Section 262 of the CompanyDGCL) shall will be automatically converted into the right to receive: receive (Ai) a number of fully paid, non-assessable shares of common stock, no par value, of Parent (“Parent Common Stock”) equal to the Exchange Ratio (the “Stock Consideration”), and (ii) $59.60 10.725 in cash without interest from Parent (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Stock Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior The “Exchange Ratio” shall be equal to the Effective Time Stock Value divided by the Closing VWAP; provided, however, that is held by any direct the Exchange Ratio shall be less than the Maximum Exchange Ratio. If the Exchange Ratio would have been equal to or indirect wholly owned subsidiary greater than the Maximum Exchange Ratio but for the proviso in the previous sentence, then the Company may, in its sole discretion, require that, in lieu of the Company shall be converted into such number of shares of common stockStock Consideration, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary Parent make a cash payment in the Surviving Company immediately following the Effective Time shall an amount equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeStock Value (as calculated below) in addition to the Cash Consideration (the “Cash Election”), and the term Merger Consideration shall include this cash payment as opposed to the Stock Consideration. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II Section 2.1(c) shall no longer cease to be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, that immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Company Certificate”) shall thereafter represent only cease to have any rights with respect to such Company Common Stock, except the right to receive the Merger Consideration to be issued in consideration therefor and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e).this Article II upon the surrender of such Company Certificate. “Stock Value” means the sum of (x) $3.575 plus (y) 0.25 multiplied by the Post-Signing VWAP minus (z) 0.25 multiplied by $13.4329; provided, however, that the Stock Value shall not be less than $3.475 or greater than $4.275. “Closing VWAP” means the volume weighted average price of Parent Common Stock for the 20 consecutive Trading Days in the period ending on the Trading Day immediately prior to the Closing Date, as reported by Bloomberg, Inc. “Maximum Exchange

Conversion of Company Common Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of the Company Common Stock, each share of Company Common Stock (each, a “Share”) issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, Shares and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the CompanyShares to be cancelled pursuant to Section 2.04(b)) shall be converted automatically converted into the right to receive: , in accordance with the terms of this Agreement, (Ai) $59.60 in cash (the “Cash Consideration”) , without interest, and (Bii) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient that number (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the of validly issued, fully-paid and non-assessable shares of Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 Common Stock (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each ) equal to the quotient determined by dividing the Stock Value by the Average Parent Stock Price, and rounding the result to the nearest 1/10,000 of a share of Company Parent Common Stock, payable in the manner set forth in Section 3.01; provided, however, that (x) if the number determined by dividing the Stock issued Value by the Average Parent Stock Price is less than or equal to 1.7098, the Exchange Ratio shall be 1.7098 and (y) if the number determined by dividing the Stock Value by the Average Parent Stock Price is greater than or equal to 1.9672, the Exchange Ratio shall be 1.9672. Except as set forth in Section 2.04(b), as a result of the Merger, each holder of a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (“Certificates”) and each holder of Shares outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock are not represented by book-entry form Certificates (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect to such Shares except (x) the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as any dividends or other distributions pursuant to which holders Section 3.01(c) and cash in lieu of Company Common Stock become entitled any fractional shares payable pursuant to Section 3.01(e), in each case to be issued or paid, without interest, in consideration therefor upon surrender of such Certificate or transfer of the Book-Entry Shares in accordance with Section 2.2(e3.01(b) (or in the case of a lost, stolen or destroyed Certificate, Section 3.01(j)) or (y) as provided by Law.

Conversion of Company Common Stock. Each share (including the associated rights (the “Company Rights”) pursuant to the Rights Agreement (the “Company Rights Agreement”), dated September 17, 2013, by and between the Company and Computershare Trust Company, N.A., as Rights Agent) (a “Company Share”) of the Company’s common stock, $0.01 par value per share (the “Company Common Stock Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, (i) any Dissenting Shares, Company Shares that are subject to the provisions of Section 2.1(b) and (ii) any share of Company Common Stock Shares that are held by any direct or indirect wholly owned subsidiary of the CompanyDissenting Stockholders, which are subject to Section 2.3 (such Company Shares described in clauses (i) and (ii), “Exempted Company Shares”)) shall be automatically converted into the right to receive: receive (A) $59.60 32.50 in cash cash, payable to the holder thereof, without interest (the “Initial Cash Merger Consideration”), (B) one contingent value right to receive, subject to the terms of the Casa Ley CVR Agreement, the Casa Ley CVR Payment Amount (such right, a “Casa Ley CVR”); provided, that (1) in the event that the Entire Casa Ley Sale is consummated prior to the Closing, the holder of such Company Share shall be entitled to receive, in lieu of the Casa Ley CVR (or, in the event of an Entire Casa Ley Sale with any deferred cash consideration (including any escrow or holdback amount) still remaining to be paid thereunder, in addition to the Casa Ley CVR issued in respect of such deferred cash consideration), an amount in cash equal to the quotient of (x) the Casa Ley Net Proceeds, divided by (y) the number of Closing Company Shares, (2) in the event one or more Partial Casa Ley Sales (that, collectively, do not constitute the Entire Casa Ley Sale) are consummated prior to the Closing, the holder of such Company Share shall be entitled to receive, in addition to the Casa Ley CVR, an amount in cash equal to the quotient of (x) the Partial Casa Ley Net Proceeds with respect to such Partial Casa Ley Sale(s) divided by (y) the number of Closing Company Shares and (3) in the event that the Entire Casa Ley Sale or any Partial Casa Ley Sale is consummated prior to the Effective Time, the holder of such Company Share shall be entitled to receive an amount in cash equal to the quotient of (x) the product of (A) any cash amounts received (without duplication of any amounts paid to the Company or any Company Subsidiary in connection with any Entire Casa Ley Sale or Partial Casa Ley Sale) by the Company or any Company Subsidiary from and after January 1, 2014 and prior to the Closing as a dividend or distribution due to its direct or indirect ownership of Equity Interests in Casa Ley and (B) 60.75%, divided by (y) the number of Closing Company Shares (such cash payable pursuant to (1), (2) and/or (3) of this proviso, (the “Casa Ley Cash Consideration”), (C) one contingent value right to receive, subject to the terms of the PDC CVR Agreement, the PDC CVR Payment Amount (such right, a “PDC CVR”); provided, that (1) in the event that the Entire PDC Sale is consummated prior to the Closing and PDC repays all outstanding amounts due under the Company-PDC Loans, the holder of such Company Share shall be entitled to receive, in lieu of the PDC CVR (or, in the event of an Entire PDC Sale with any deferred cash consideration (including any escrow or holdback amount) still remaining to be paid thereunder, in addition to the PDC CVR issued in respect of such deferred cash consideration), an amount in cash equal to the quotient of (x) the PDC Net Proceeds remaining after repayment in full and termination of the Company-PDC Loans pursuant to Section 5.4(c), divided by (y) the number of Closing Company Shares, (2) in the event that one or more Partial PDC Sales (that, collectively, do not constitute the Entire PDC Sale) are consummated prior to the Closing and PDC repays the PDC Loan Mandatory Prepayment Amount applicable to such Partial PDC Sales, the holder of such Company Share shall be entitled to receive, in addition to the PDC CVR, an amount in cash equal to the quotient of (x) the Partial PDC Net Proceeds with respect to such Partial PDC Sales remaining after repayment of the PDC Loan Mandatory Prepayment Amount applicable to such Partial PDC Sales, divided by (y) the number of Closing Company Shares, and (3) in the event that the Entire PDC Sale or any Partial PDC Sale is consummated, the holder of such Company Share shall be entitled to receive an amount in cash equal to the quotient of (x) the product of (A) any amounts received by the Company or any Company Subsidiary prior to the Closing as dividends or distributions paid from the operating earnings of PDC due to its direct or indirect ownership of PDC (without duplication of any amounts paid to the Company or any Company Subsidiary in connection with any Entire PDC Sale or Partial PDC Sale) and (B) 60.75% divided by (y) the number of Closing Company Shares (such cash payable pursuant to (1), (2) and/or (3) of this proviso, the “PDC Cash Consideration”) and (BD) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio Closing shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate not have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e).occurred on

Conversion of Company Common Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any shares of Company Capital Stock or the holders of any capital stock of Merger Sub, each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Excluded Shares and Dissenting Shares) shall, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary virtue of the Company) shall Merger, be automatically converted into the right to receive: , pursuant to Section 4.2, upon the surrender of the certificates (Aor evidence of shares in book-entry form) $59.60 representing Company Common Stock, cash in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 Offer Price (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”), without interest thereon. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary As a result of the Company shall be converted into such number of shares of common stockMerger, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to at the Effective Time. All of the , all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated each holder of shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate thatshall cease to have any rights with respect thereto, immediately prior except an entitlement to receive the Effective TimeMerger Consideration payable in respect of such shares, represented any all to be paid, without interest, in consideration therefor upon the surrender of such shares of Company Common Stock (eachStock. Subject to Section 7.1(c), a “Certificate”) shall thereafter represent only if prior to the right to receive Effective Time the Merger Consideration and the Fractional Share Cash Amount into which the outstanding shares of Company Common Stock represented by such Book-Entry Share or Certificate shall have been converted pursuant changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, and, in each such case, the record date for such transaction is between the date of this Agreement and the Effective Time, then any number or amount contained herein (including, without limitation, the Offer Price and the Merger Consideration) that is based upon the number of shares of Company Common Stock will be appropriately adjusted to this Section 2.1, as well as any dividends or other distributions provide to which Parent and the holders of Company Common Stock become entitled in accordance with Section 2.2(e)the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. Each (i) Subject to Section 3.1(b) hereof, each share of Company Common Stock issued and outstanding immediately prior to the Company Effective Time (other than Cancelled Shares, any Dissenting Shares, Shares and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyto be cancelled in accordance with Section 3.1(c) hereof) shall be automatically converted into the right to receive: receive (A) $59.60 in cash 0.5677 (the “Cash Consideration”"Conversion Number") and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Laser Common Stock and (rounding B) $6.44 in cash, without interest thereon (the consideration referred to in this Section 3.1(a) being sometimes referred to herein as the "Per Share Merger Consideration"). (ii) If, prior to the nearest ten-thousandth Company Effective Time, Laser shall (A) pay a dividend in, subdivide, combine into a smaller number of shares or issue by reclassification of its shares, any shares of Laser Common Stock, the Conversion Number shall be adjusted appropriately or (B) pay a share) dividend (other than regular quarterly dividend payments, consistent with past practice), whether in cash or property, the amount of the cash portion of the Per Share Merger Consideration shall be appropriately adjusted such that the amount of cash to be received with respect to each share of Company Common Stock, or if a dividend shall have been paid in other property, cash and other property to be received with respect to each share of Company Common Stock, shall be equal to that which would have been received in the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal aggregate with respect to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each each share of Company Common Stock (on a per share equivalent basis) had the dividend been paid following the Company Effective Time at a time when the Laser Shares to be issued and outstanding immediately prior pursuant hereto had been issued to the Effective Time that is held by any direct or indirect wholly owned subsidiary holders of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeCommon Stock. All (iii) Each of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to in accordance with paragraph (i) of this Article II Section 3.1(a) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, immediately prior to the Effective Time, represented representing any such shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive the Per Share Merger Consideration and the Fractional Share Cash Amount into which the shares cash in lieu of Company any fractional share of Laser Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled (determined in accordance with Section 2.2(e3.4 hereof)., to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 3.2 hereof, without interest. (b)

Conversion of Company Common Stock. Each Except as otherwise provided in Section 3.1(c), the shares (the “Shares”) of the Company’s $0.00001 per share of par value common stock (the “Company Common Stock”), $0.01 per share par value Series A Preferred Stock (the “Company Series A Preferred Stock”), and the $0.01 per share value Series B Preferred Stock (the “Company Series B Preferred Stock,” and together with the Company Common Stock issued and outstanding immediately prior Company Series A Preferred Stock, the “Company Capital Stock”) shall be canceled, extinguished and converted into and become a right to receive (i) cash, without interest, in an amount equal to $5,000,000 (less the Effective Time (other than Cancelled Sharesreserve amount set aside under Section 6.13(b), any Dissenting Sharesthe amount deducted under Section 6.15, and any share amount referenced in the Schedules to this Agreement as being withheld from the Closing Date Cash Consideration), of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) which $59.60 in cash 125,000 (the “Xxxxxxx Money”) was previously paid by Vital Images to the Company on November 20, 2003 and January 8, 2004, and which shall be distributed to the holders of the Company Capital Stock in accordance herewith (the “Closing Date Cash Consideration”); plus (ii) and cash in the amount of $1,000,000, retained in escrow pursuant to Section 9.1(c) of this Agreement (Bthe “Escrow Amount”); plus (iii) a fraction number of a shares of validly issued, fully paid and nonassessable share shares of Parent Vital Images Common Stock (rounding to the nearest ten-thousandth of a share“Stock Consideration”) equal to (A) $6,000,000, divided by (B) the quotient Average Closing Price (subject to adjustment pursuant to Section 3.2, the “Exchange Ratio”) determined by dividing ); plus (x) $14.90 by (yiv) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Contingent Consideration” and. The Contingent Consideration, together with the Closing Date Cash Consideration, the Escrow Amount and the Stock Consideration, are hereinafter referred to as the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior .” The Merger Consideration shall be payable to the Effective Time that is held by any direct or indirect wholly owned subsidiary holders of the Company shall be converted into such number of shares of common stockCommon Stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Series A Preferred Stock and Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Series B Preferred Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e).follows:

Conversion of Company Common Stock. Each Subject to Sections 2.01(d), 2.01(b) and 2.02(e), each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive 0.51 Parent ADSs (the Merger Consideration pursuant to this Article II "Exchange Ratio"). As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder (including, for avoidance of doubt, the Company Common Stock represented by book-entry form (“Book-Entry Shares”Trust) and each of a certificate that, immediately prior to the Effective Time, represented representing any such shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive the Merger Consideration and upon surrender of such certificate in accordance with Section 2.02, without interest. The Parent ADSs to be issued upon the Fractional Share Cash Amount into which the conversion of shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to the terms of this Section 2.1, as well as any dividends or other distributions Agreement and cash to which holders be delivered in lieu of fractional Parent ADSs that would otherwise be issued upon the conversion of shares of Company Common Stock become entitled as contemplated by Section 2.02(e) are referred to collectively as "Merger Consideration". In no event shall Parent be obligated to issue (but may issue, if Parent so elects) an aggregate number of Parent Ordinary Shares or Parent ADSs in accordance connection with the Transactions in excess of 27,000,000 (the "Maximum Number") in either case. Notwithstanding anything to the contrary in this Agreement (including Section 2.2(e5.01(a)), the Company shall not issue any shares of Company Common Stock, options, equity securities or securities convertible or exchangeable into or exercisable for equity securities, to the extent that any such issuance would result (by way of conversion of such securities by the Merger into the right to receive Parent ADSs) in Parent being obligated to issue an aggregate number of Parent Ordinary Shares or Parent ADSs in connection with the Transactions in excess of the Maximum Number in either case, unless and to the extent Parent elects to do so.

Conversion of Company Common Stock. Each Subject to Section 2.02(e), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyshares to be canceled in accordance with Section 2.01(b)) shall be automatically converted into the right to receive: receive (Ai) $59.60 in cash 0.493 (the “Cash Consideration”"Exchange Ratio") and (B) a fraction of a validly issued, fully paid and nonassessable share shares of Parent Common Stock (rounding to the nearest ten-thousandth of a share"Stock Portion") equal to the quotient and (ii) $33.25 in cash, without interest (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” "Cash Portion" and, together with the Cash ConsiderationStock Portion, the “"Merger Consideration”"). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to At the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, which immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “"Certificate”") shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as any dividends or other distributions payable pursuant to which holders Section 2.02(c) and cash in lieu of Company Common Stock become entitled any fractional shares payable pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(e2.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, (A) the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (B) Parent declares or pays cash dividends in any fiscal quarter in excess of 200% of the amount of regularly quarterly dividends paid by the Parent immediately prior to the date hereof or (C) Parent engages in any spin-off or split-off, then in any such case the Exchange Ratio shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. Each share The shares of common stock, par value $0.0001 per share, of the Company (such shares, collectively, the “Company Common Stock issued and Stock”) outstanding immediately prior to the Effective Time (other than Cancelled Shares, including (x) any Dissenting Shares, and any share shares of Company Common Stock held by any direct or indirect wholly owned subsidiary issued as a result of the CompanyPreferred Stock Conversion provided for in Section 6.20 and (y) the Company Reserved Shares), other than any Dissenting Shares or Company Shares to be cancelled or converted pursuant to Section 3.1(b), shall be converted automatically converted into and shall thereafter represent the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) receive a fraction number of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share0.01, of Parent (such shares, collectively, the Surviving “Parent Common Stock” and, each, a “Parent Share”) equal to the product of (i) 77% multiplied by (ii) the quotient of (x) the Parent Fully Diluted Shares divided by (y) 23% (the consideration payable in accordance with this Section 3.1, the “Aggregate Merger Consideration”). Each holder of Company such that the ownership percentage Common Stock, other than Dissenting Shares, shall be entitled to receive, for each share of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company Common Stock held immediately prior to the Effective Time. All of the Time (including any shares of Company Common Stock issued as a result of the Preferred Stock Conversion provided for in Section 6.20), a number of shares of Parent Common Stock equal to the Aggregate Merger Consideration divided by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including (x) any shares of Company Common Stock issued as a result of the Preferred Stock Conversion provided for in Section 6.20, (y) the number of shares of Company Common Stock underlying all of the Company Options and Company RSUs (including any Company Preferred Stock Options and Company Preferred RSUs subject to the Preferred Stock Conversion) outstanding immediately prior to the Effective Time and (z) the Company Reserved Shares) (the portion of the Aggregate Merger Consideration payable per share of Company Common Stock, the “Per Share Merger Consideration”). All Company Shares that have been converted into the right to receive the Aggregate Merger Consideration pursuant to as provided in this Article II Section 3.1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as exist, and the holders of certificates that immediately prior to the Effective Time, and uncertificated shares Time represented such Company Shares (“Certificates”) or of non-certificated Company Common Stock Shares represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior shall cease to the Effective Time, represented have any rights with respect to such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only Shares other than the right to receive the Per Share Merger Consideration and the Fractional Share Cash Amount right to receive, pursuant to Section 3.2(d), cash, if any, in respect of fractional shares into which the shares of such Company Common Stock represented by such Book-Entry Share or Certificate Shares have been converted pursuant to this Section 2.1, as well as and any dividends then-unpaid dividend or other distributions distribution, which was previously approved by the Company, with respect to which holders of such Company Common Stock become entitled Shares having a record date before the Effective Time (in accordance with Section 2.2(eeach case, less any applicable withholding Taxes).

Conversion of Company Common Stock. Each Except for shares of Company Common Stock held by Xxxxxxx X. Xxxxxxx (the “Principal Stockholder”), each share of Company Common Stock Stock, issued and outstanding immediately prior to the Effective Time of Merger I (other than Cancelled Sharesdissenting shares and shares cancelled pursuant to Section 3.1(c)), any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share receive [ ] shares of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock held of record by the Principal Stockholder shall be converted into the right to receive $[ ], without interest. As of the Effective Time of Merger Consideration pursuant to this Article II I, all shares of Company Common Stock shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated each holder of any shares of Company Common Stock represented by book-entry form shall cease to have any rights with respect thereto, except (“Book-Entry Shares”i) and each certificate thatin the case of all Company Stockholders (excluding the Principal Stockholder), immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive upon the Merger Consideration and the Fractional Share Cash Amount into which surrender of such shares, certificates representing the shares of Parent Common Stock, and cash in lieu of fractional shares of Parent Common Stock upon surrender of such shares in accordance with Section 3.7(c), without interest, and, (ii) in the case of the Principal Stockholder, the right to receive upon the surrender of such shares, the cash payment provided for in this Section 3.1(c). Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time of Merger I, the outstanding shares of Parent Common Stock or Company Common Stock represented by such Book-Entry Share or Certificate shall have been converted pursuant changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, the Exchange Ratio shall be correspondingly adjusted to this Section 2.1, as well as any dividends or other distributions provide to which the holders of Company Common Stock become entitled in accordance with Section 2.2(e)the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. Each share At the Effective Time, by virtue of the Merger and without any other action on the part of the holder thereof: each Share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Shares to be canceled in accordance with Section 3.01 (a)(iii) below and Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the CompanyShares (as defined in Section 3.02 below)) shall be automatically converted into the right to receive: (A) $59.60 receive the Offer Price, net to the seller in cash cash, without interest (the “Cash "Merger Consideration”) "), upon the surrender of the certificate representing such Share; and (B) a fraction of a validly issued, fully paid and nonassessable each share of Parent Common Stock (rounding to the nearest ten-thousandth common stock of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and Purchaser outstanding immediately prior to the Effective Time shall be converted into and become such number of fully paid and non-assessable shares of common stock of the Surviving Corporation as is equal to (A) the aggregate number of shares that would be subject to any Options (as hereinafter defined) that remain outstanding after the Effective Time, if any, plus (B) one, and such shares shall constitute the only outstanding shares of capital stock of the Surviving Corporation; and each Share of Company Common Stock that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares its treasury and all Shares of Company Common Stock that are owned, directly or indirectly, by Parent or the Company or any of their respective Subsidiaries shall automatically be canceled and retired and shall cease to exist and shall not be converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of or any other consideration whatsoever. At the Effective Time, and uncertificated shares holders of Company Common Stock represented by book-entry form (“Book-Entry Shares”) shall cease to be, and each certificate thatshall have no voting or other rights as, stockholders of the Company, other than to receive the Merger Consideration and any dividend or other distribution with respect to the Company Common Stock with a record date occurring prior to the Effective Time. From and after the Effective Time, there shall be no transfers on the stock transfer records of the Company of any Shares of Company Common Stock that were outstanding immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e).

Conversion of Company Common Stock. Each Subject to Section 2.2(e), each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Stock, other than Cancelled Shares(i) shares to be canceled in accordance with Section 2.1(a) and (ii) as set forth in paragraph (c) below, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary shares that have not been voted in favor of the Company) approval of this Agreement and with respect to which dissenters' rights shall have been perfected in accordance with Section 351.455 of the GBCL ("DISSENTERS' SHARES"), shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) receive a fraction of a validly issued, fully paid and nonassessable share of Parent Acquiror Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient Conversion Number (the “Exchange Ratio”) determined by dividing "MERGER CONSIDERATION"). The term "CONVERSION NUMBER" shall mean a number, expressed to three decimal places, equal to the fraction of (xi) $14.90 570,000,000 less (A) the amount of any Funded Debt of the Company and the Branded Subsidiary as of the Effective Time and (B) the amount required to be paid by the Company to the holders of the Rights to redeem the Rights, to the extent such amount remains unpaid at the Effective Time (the "RIGHTS PAYMENT"), divided by (yii) the Parent Trading Priceproduct of (A) the Average Value of Acquiror Common Stock multiplied by (B) the number of shares of Company Common Stock outstanding immediately before the Effective Time. The term "FUNDED DEBT OF THE COMPANY" shall mean, without duplication, (i) the Company's 8 3/4% Notes due September 15, 2004 (the "NOTES") (which shall be valued at their face value, plus any accrued and unpaid interest thereon as of the Closing Date), (ii) any amounts outstanding under any bank credit facility of the Company or the Branded Subsidiary, (iii) all other indebtedness of the Company or the Branded Subsidiary for borrowed money, and (iv) any other indebtedness of the Company or the Branded Subsidiary that is evidenced by a note, bond or similar security. The amount of any Funded Debt of the Company referred to in the foregoing clauses (ii), (iii) and (iv) shall be the face value thereof, plus any accrued and unpaid interest thereon as of the Closing Date, plus an amount, if any, on an after-tax basis, equal to (i) the face value thereof, multiplied by (ii)(A) the number of days, if any, following the Effective Time during which such Funded Debt of the Company is not payable or prepayable without premium or penalty divided by (B) 365, multiplied by (iii)(A) the applicable annual interest rate of such Funded Debt minus (B) the annual interest rate applicable to debt of Acquiror having a maturity equal to the number of days referred to in clause (ii)(A) of this sentence (such rate to be reasonably agreed upon by Lehmxx Xxxthers Inc. and Dillxx Xxxd & Co., Inc.). The term "AVERAGE VALUE OF ACQUIROR COMMON STOCK" shall mean the volume-weighted average of the prices per share of Acquiror Common Stock for all trades reported on the New York Stock Exchange Inc. ("NYSE") during the 10 trading days immediately preceding the last business day before the date of the Effective Time; provided, however, that if if, on any such day, there has been any suspension of trading, the Parent Trading Price is an amount greater than imposition of any NYSE market circuit breakers or equal to $59.98any delay in the opening of trading, then in any such case affecting the Exchange Ratio trading of the Acquiror Common Stock on the NYSE, such day shall be 0.2484, excluded and if the Parent Trading Price is an amount equal to or less than $49.08, then measurement period for the Exchange Ratio determination of the Average Value of Acquiror Common Stock shall be 0.3036 (the “Stock Consideration” and, together with 10 trading days immediately preceding the Cash Consideration, last business day before the “Merger Consideration”). Each share date of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary on which no such event shall have occurred. As of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, immediately prior to the Effective Time, represented formerly representing any such shares of Company Common Stock (eachshall cease to have any A-3 4 rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Acquiror Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as and any dividends or other distributions to which holders cash in lieu of Company fractional shares of Acquiror Common Stock become entitled to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(e2.2, without interest thereon. (c).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that (the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be "COMPANY COMMON STOCK") issued and outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented other than any shares of Company Common Stock to be canceled pursuant to SECTION 1.6(c) hereof, will be canceled and extinguished and automatically converted (subject to SECTION 1.6(f) and SECTION 1.6(g) hereof) into the right to receive, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in SECTION 1.7 hereof (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in SECTION 1.9 hereof), that number (the "EXCHANGE RATIO") of fully paid and nonassessable shares of Common Stock, par value $0.001 per share, of Parent ("PARENT COMMON STOCK"), equal to A divide by (B+C) Where: A = 2,960,000; PROVIDED, HOWEVER, in the event all of the outstanding shares of Series B Preferred Stock (as defined in SECTION 1.6(b)) are not converted into shares of Company Common Stock at or prior to the Effective Time, and the holders of any shares of Series B Preferred Stock elect to receive the Preferred Cash Consideration (as defined in SECTION 1.6(b) hereof) in exchange for each shares of Series B Preferred Stock in accordance with the Company's Certificate of Designation of Series B Preferred Stock and pursuant to SECTION 1.6(b) hereof, then A above shall equal: (x) 2,960,000 minus (y) (A) $80.00, multiplied by (B) the number of shares of Series B Preferred Stock outstanding immediately prior to the Effective Time, divided by (C) the average closing price of one share of Parent Common Stock for the five (5) most recent days that Parent Common Stock has traded ending on the trading day immediately prior to the Effective Time, as reported on the New York Stock Exchange ("NYSE") Composite Transaction Tape (the "Average Trading Price"). B = the number of shares of Company Common Stock outstanding immediately prior to the Effective Time (including (i) the number of shares of Company Common Stock issued upon the conversion of any shares of Series B Preferred Stock converted at or prior to the Effective Time, and (ii) any shares of Company Common Stock issued upon the exercise of all purchase rights outstanding under the ESPP pursuant to SECTION 5.8(b) hereof) other than those shares of Company Common Stock to be canceled pursuant to SECTION 1.6(c) hereof; and C = the number of shares of Company Common Stock issuable upon the exercise of Company Stock Options (as defined in SECTION 1.6(d) hereof) outstanding immediately prior to the Effective Time (whether vested or unvested) (including those options to purchase shares of Company Common Stock which are granted after the date hereof and prior to the Effective Time). For purposes of clarity, assuming (i) that as of the date hereof, there are 1,626,277 shares of Company Common Stock issuable upon the exercise of Company Stock Options outstanding on the date hereof (whether vested or unvested), (ii) that no additional Company Stock Options are granted after the date hereof and prior to the Effective Time, and (iii) that the Average Trading Price equals $40.74 (i.e., the closing price of Parent Common Stock on the date hereof), (A) in the event that the all of the outstanding shares of Series B Preferred Stock were converted into shares of Company Common Stock at or prior to the Effective Time, the Exchange Ratio derived from the foregoing formula set forth in this SECTION 1.6(a) will be 0.536, and (B) in the event that the none of the outstanding shares of Series B Preferred Stock were converted into shares of Company Common Stock at or prior to the Effective Time, the Exchange Ratio derived from the foregoing formula set forth in this SECTION 1.6(a) will be 0.578. If any shares of Company Common Stock outstanding immediately prior to the Effective Time are unvested or are subject to a repurchase option, risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the Company, then the shares of Parent Common Stock issued in exchange for such shares of Company Common Stock (eachshall also be unvested and subject to the same repurchase option, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration risk of forfeiture or other condition, and the Fractional Share Cash Amount into which the certificates representing such shares of Company Parent Common Stock represented by may accordingly be marked with appropriate legends. The Company shall take all action that may be necessary to ensure that, from and after the Effective Time, Parent is entitled to exercise any such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends repurchase option or other distributions to which holders of Company Common Stock become entitled right set forth in accordance with Section 2.2(e)any such restricted stock purchase agreement or other agreement.

Conversion of Company Common Stock. Each Subject to Sections 2.02 and 2.03, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than Cancelled Shares, (x) the Specified Shares and (y) any Dissenting Shares, and any share shares of Company Common Stock held by any direct or indirect wholly owned subsidiary the holder of which: (i) has not voted in favor of the CompanyMerger and adoption of the Plan of Merger or consented thereto in writing, (ii) shall be automatically converted into has properly demanded appraisal of such shares in the right to receive: (A) $59.60 in cash (the “Cash Consideration”) time and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484manner provided in, and if who has otherwise complied with, Section 262 of the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” DGCL and, together with the Cash Consideration, the “Merger Consideration”). Each share (iii) as of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of , has neither effectively withdrawn nor lost his or her rights to such appraisal and payment under the shares of Company Common Stock DGCL (the “Appraisal Shares”), shall be converted into the right to receive Thirty-Five Dollars and Five Cents ($35.05) in cash, without interest (the “Merger Consideration pursuant Consideration”) subject to this Article II any withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.02(i). All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated each holder of a certificate (or evidence of shares of Company Common Stock represented by in book-entry form (“Book-Entry Shares”form) and each certificate that, that immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Fractional Share Cash Amount into which Effective Time the outstanding shares of Company Common Stock represented by such Book-Entry Share or Certificate shall have been converted pursuant changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Company Common Stock will be appropriately adjusted to this Section 2.1, as well as any dividends or other distributions provide to which the holders of Company Common Stock become entitled in accordance with Section 2.2(e)the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. Each Subject to Section 2.2(e), each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Stock, other than Cancelled Shares(i) shares to be canceled in accordance with Section 2.1(a) and (ii) as set forth in paragraph (c) below, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary shares that have not been voted in favor of the Company) approval of this Agreement and with respect to which dissenters' rights shall have been perfected in accordance with Section 351.455 of the GBCL ("DISSENTERS' SHARES"), shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) receive a fraction of a validly issued, fully paid and nonassessable share of Parent Acquiror Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient Conversion Number (the “Exchange Ratio”) determined by dividing "MERGER CONSIDERATION"). The term "CONVERSION NUMBER" shall mean a number, expressed to three decimal places, equal to the fraction of (xi) $14.90 570,000,000 less (A) the amount of any Funded Debt of the Company and the Branded Subsidiary as of the Effective Time and (B) the amount required to be paid by the Company to the holders of the Rights to redeem the Rights, to the extent such amount remains unpaid at the Effective Time (the "RIGHTS PAYMENT"), divided by (yii) the Parent Trading Priceproduct of (A) the Average Value of Acquiror Common Stock multiplied by (B) the number of shares of Company Common Stock outstanding immediately before the Effective Time. The term "FUNDED DEBT OF THE COMPANY" shall mean, without duplication, (i) the Company's 8 3/4% Notes due September 15, 2004 (the "NOTES") (which shall be valued at their face value, plus any accrued and unpaid interest thereon as of the Closing Date), (ii) any amounts outstanding under any bank credit facility of the Company or the Branded Subsidiary, (iii) all other indebtedness of the Company or the Branded Subsidiary for borrowed money, and (iv) any other indebtedness of the Company or the Branded Subsidiary that is evidenced by a note, bond or similar security. The amount of any Funded Debt of the Company referred to in the foregoing clauses (ii), (iii) and (iv) shall be the face value thereof, plus any accrued and unpaid interest thereon as of the Closing Date, plus an amount, if any, on an after-tax basis, equal to (i) the face value thereof, multiplied by (ii)(A) the number of days, if any, following the Effective Time during which such Funded Debt of the Company is not payable or prepayable without premium or penalty divided by (B) 365, multiplied by (iii)(A) the applicable annual interest rate of such Funded Debt minus (B) the annual interest rate applicable to debt of Acquiror having a maturity equal to the number of days referred to in clause (ii)(A) of this sentence (such rate to be reasonably agreed upon by Lehmxx Xxxthers Inc. and Dillxx Xxxd & Co., Inc.). The term "AVERAGE VALUE OF ACQUIROR COMMON STOCK" shall mean the volume-weighted average of the prices per share of Acquiror Common Stock for all trades reported on the New York Stock Exchange Inc. ("NYSE") during the 10 trading days immediately preceding the last business day before the date of the Effective Time; provided, however, that if if, on any such day, there has been any suspension of trading, the Parent Trading Price is an amount greater than imposition of any NYSE market circuit breakers or equal to $59.98any delay in the opening of trading, then in any such case affecting the Exchange Ratio trading of the Acquiror Common Stock on the NYSE, such day shall be 0.2484, excluded and if the Parent Trading Price is an amount equal to or less than $49.08, then measurement period for the Exchange Ratio determination of the Average Value of Acquiror Common Stock shall be 0.3036 (the “Stock Consideration” and, together with 10 trading days immediately preceding the Cash Consideration, last business day before the “Merger Consideration”). Each share date of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary on which no such event shall have occurred. As of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, immediately prior to the Effective Time, represented formerly representing any such shares of Company Common Stock (eachshall cease to have any A-3 9 rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Acquiror Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as and any dividends or other distributions to which holders cash in lieu of Company fractional shares of Acquiror Common Stock become entitled to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(e2.2, without interest thereon. (c).

Conversion of Company Common Stock. As of immediately prior to the Effective Time, all shares of then otherwise unvested restricted Company Common Stock other than Forfeited Stock (as defined below) issued and then outstanding under any Company Equity Incentive Plan shall be fully vested (such shares of Company Common Stock that vest as of the Effective Time, the “Vested Restricted Stock”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Excluded Shares, any Dissenting Shares, Shares and any other than each outstanding (but otherwise unvested) share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of restricted Company Common Stock issued under the Company’s Amended and outstanding immediately prior Restated 2003 Stock Incentive Plan, as amended, that is subject to performance-based vesting and which would not otherwise vest in accordance with its terms as of the Effective Time that is held by any direct or indirect wholly owned subsidiary of (the Company “Forfeited Stock”)) shall automatically be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive cash in an amount equal to the Common Stock Merger Consideration pursuant to this Article II Consideration. As of the Effective Time, all shares of Forfeited Stock shall be forfeited and cancelled without action required by any Person and without consent of the holders thereof, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor. As of the Effective Time, all shares of Company Common Stock then issued and outstanding shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by a certificate (a “Certificate”) or book-entry form shares (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented representing any such shares of Company Common Stock (eachshall cease to have any rights with respect to such shares, a “Certificate”) shall thereafter represent only except, in all cases, the right to receive (other than with respect to Excluded Shares, Dissenting Shares and Forfeited Stock) the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by Merger Consideration, without interest, upon surrender of such Certificate or Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled Shares in accordance with Section 2.2(e2.1(h).

Conversion of Company Common Stock. Each (a) At the Effective Time, subject to Section 2.2(e), each share of the common stock, par value $2.00 per share, of the Company (“Company Common Stock Stock”), issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share shares of Company Common Stock (x) held in the Company’s treasury, (y) held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash stockholders (the “Cash ConsiderationDissenting Stockholders”) duly exercising appraisal rights, if any, pursuant to N.J.B.A. §17:9A-140. and (Bz) a fraction held directly or indirectly by Parent or the Company or any of a validly issuedtheir respective Subsidiaries (as defined in Section 3.3(a) hereof) (except for Trust Account Shares and DPC Shares (as such terms are defined in Section 1.4(b) hereof)), fully paid shall, by virtue of this Agreement and nonassessable without any action on the part of the holder thereof, be converted into and exchangeable for one share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeParent (“Parent Common Stock”). All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Parent Common Stock pursuant to this Article II Section 1.4(a) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) previously representing any such shares of Company Common Stock shall thereafter only represent only the right to receive (i) the Merger Consideration number of whole shares of Parent Common Stock and (ii) the Fractional Share Cash Amount cash in lieu of any fractional shares into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates representing whole shares of Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2(e)2.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be appropriately and equitably adjusted.

Conversion of Company Common Stock. Each (a) At the Effective Time, subject to Section 2.2(e) hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that (the ownership percentage of any such Subsidiary in the Surviving "Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company Common Stock") issued and out standing immediately prior to the Effective TimeTime (other than shares of Company Common Stock held directly or indirectly by Buyer or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and exchangeable for 1.18 shares (the "Exchange Ratio") of the common stock, par value $5.00 per share, of Buyer ("Buyer Common Stock"). All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Buyer Common Stock pursuant to this Article II I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented (each a "Certificate") previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent only the right to receive (i) the Merger Consideration number of whole shares of Buyer Common Stock and (ii) the Fractional Share Cash Amount cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2(e)2.2 hereof, with out any interest thereon. If, between the date of this Agreement and the Effective Time, the outstanding shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to (a) At the Effective Time (other than Cancelled SharesTime, any Dissenting Sharessubject to Section 1.8 and Section 2.1(e) hereof, and any each share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that (the ownership percentage of any such Subsidiary in the Surviving "Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company Common Stock") issued and outstanding immediately prior to the Effective TimeTime (other than shares of Company Common Stock held (x) in the Company's treasury or (y) directly or indirectly by Public or the Company or any of their respective Subsidiaries (as defined below)) (including all shares of Series A-1 Convertible Participating Preferred Stock, par value $.01 per share, of the Company ("Series A-1 Preferred Stock") and Series A-2 Convertible Participating Preferred Stock, par value $.01 per share, of the Company ("Series A-2 Preferred Stock" and together with the Series A-1 Preferred Stock, the "Company Preferred Stock") which shall have been converted into Company Common Stock immediately prior to the Effective Time in accordance with Section 5(b)(ii) of the respective Certificates of Designations (each, a "Certificate of Designations") with respect thereto) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into 0.1594 shares (the "Exchange Ratio") of Public Common Stock. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Public Common Stock pursuant to this Article II I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that(each, immediately prior to the Effective Time, represented a "Certificate") previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent only the right to receive (i) certificates evidencing the Merger Consideration number of whole shares of Public Common Stock and (ii) the Fractional Share Cash Amount cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders 1.4(a) and Section 2.1(e). Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates representing whole shares of Public Common Stock and cash in lieu of fractional shares issued in consideration therefore upon the surrender of such Certificates in accordance with Section 2.2(e2.1 hereof, without any interest thereon. The parties understand and agree that the Exchange Ratio has been calculated based upon the accuracy of the representations and warranties set forth in Section 4.2 and that, in the event the number of outstanding shares of Company Common Stock, Company Preferred Stock, Company Options, Company Warrants or other stock equivalents of the Company is greater than or less than the amounts specifically set forth in Section 4.2 (including, without limitation, as a result of (i) any inaccuracy in the representations and warranties set forth in Section 4.2, (ii) the issuance or expiration after the date of this Agreement of options, warrants or other rights to purchase Company Common Stock or (iii) any stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or any stock equivalent of the Company, recapitalization, reclassification or other like change occurring after the date of this Agreement), the Exchange Ratio shall be appropriately adjusted. Notwithstanding anything to the contrary, in no event shall the aggregate number of shares of Public Common Stock issued (i) at the Effective Time pursuant to this Section 1.4(a) and (ii) upon the exercise of all options, warrants or other rights to purchase Company Common Stock assumed by Public pursuant to this Agreement, exceed 13,500,000.

Conversion of Company Common Stock. Each (a) At the Effective Time, subject to Section 2.2(e) and Section 9.1(h) hereof, each share of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share (x) shares of Company Common Stock held by any direct or indirect wholly owned subsidiary of in the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued's treasury, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share shares of Company Common Stock held directly or indirectly by Buyer or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC shares, as such terms are defined in Section 1.4(b) hereof), or (z) unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans) together with the related Company Rights issued and outstanding immediately prior pursuant to the Effective Time that is held Company Rights Agreement (each as defined in Section 4.2(a) hereof) shall, by virtue of this Agreement and without any direct or indirect wholly owned subsidiary action on the part of the Company shall holder thereof, be converted into such number and exchangeable for 2.0 (two) shares (the "Exchange Ratio") of shares of the common stock, par value $0.01 2.50 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeBuyer ("Buyer Common Stock"). All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Buyer Common Stock pursuant to this Article II I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented (each a "Certificate") previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent only the right to receive (i) the Merger Consideration number of whole shares of Buyer Common Stock and (ii) the Fractional Share Cash Amount cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2(e)2.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, spilt-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly.

Conversion of Company Common Stock. Each Subject to Section 2.02(e), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyshares to be canceled in accordance with Section 2.01(b)) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction receive that number of a validly issued, fully paid and nonassessable share shares of Parent Common Stock equal to the Exchange Ratio (the "Merger Consideration"). The "Exchange Ratio" means the quotient obtained by dividing $2.72 by the Average Closing Price and rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading 1/10,000. The "Average Closing Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio " shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08the average per share closing price of Parent Common Stock, then as reported on the Exchange Ratio shall be 0.3036 New York Stock Exchange, Inc. (the “Stock Consideration” and"NYSE") Composite Transactions Tape (as reported by The Wall Street Journal (Northeast edition), together or, if not reported thereby, any other authoritative source) (the "NYSE Composite Transactions Tape") for the 20 trading days ending with the Cash Consideration, second trading day immediately preceding the “Merger Consideration”)Closing Date. Each share As of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, which immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “"Certificate”") shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as any dividends or other distributions to which holders such holder is entitled pursuant to Section 2.02(c) and any cash in lieu of Company fractional shares of Parent Common Stock become entitled to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(e2.02(e)., without interest. Notwithstanding the foregoing, if

Conversion of Company Common Stock. (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Sharesbut excluding (x) shares to be canceled in accordance with Section 2.01(b), (y) shares to be converted in accordance with Section 2.01(c) and (z) any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: receive (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction number of a shares of validly issued, fully paid and nonassessable share shares of Parent common stock, par value, $0.01 per share, designated as Class V Common Stock (rounding the “Class V Common Stock”) of Parent (the “Stock Consideration”) having terms as set forth in the Amended and Restated Certificate of Incorporation of Parent attached as Exhibit C hereto to be filed with the Secretary of State of the State of Delaware and made effective as of immediately prior to the nearest ten-thousandth of a shareEffective Time (the “Parent Certificate”) equal to the quotient (rounded to the “Exchange Ratio”nearest five decimal points) determined obtained by dividing (xI) $14.90 222,966,450 by (yII) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share aggregate number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held (including shares issued as a result of vesting of Company Equity Awards and shares contributed to Parent, Merger Sub or any of their Affiliates, in each case as contemplated by any direct or indirect wholly owned subsidiary Section 5.04) (which aggregate number will be set forth in a certificate of the Company shall be converted into such number delivered as of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time) and (B) $24.05 in cash, without interest (the “Cash Consideration” and, together with the Stock Consideration, the “Merger Consideration”). All of At the Effective Time, all shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II Section 2.01(d) shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by a certificate (a “Certificate”) or book-entry form shares (“Book-Entry Shares”) and each certificate that), which immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as any dividends or other distributions payable pursuant to which holders Section 2.02(c) and cash in lieu of Company Common Stock become entitled any fractional shares payable pursuant to Section 2.02(e), without interest, in each case to be issued or paid in consideration therefor subject to compliance with the procedures set forth in this Section 2.01 upon surrender of such Certificate in accordance with Section 2.2(e2.02(b), in the case of certificated shares, and immediately, in the case of Book-Entry Shares.

Conversion of Company Common Stock. Each Subject to Section 2.02(e), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyshares to be canceled in accordance with Section 2.01(b)) shall be automatically converted into the right to receive: receive (Ai) $59.60 in cash 0.493 (the “Cash ConsiderationExchange Ratio”) and (B) a fraction of a validly issued, fully paid and nonassessable share shares of Parent Common Stock (rounding to the nearest ten-thousandth of a share“Stock Portion”) equal to the quotient and (ii) $33.25 in cash, without interest (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock ConsiderationCash Portion” and, together with the Cash ConsiderationStock Portion, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to At the Effective Time. All of the , all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated shares each holder of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each a certificate that, which immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as any dividends or other distributions payable pursuant to which holders Section 2.02(c) and cash in lieu of Company Common Stock become entitled any fractional shares payable pursuant to Section 2.02(e), in each case to be issued or paid in consideration therefor upon surrender of such Certificate in accordance with Section 2.2(e2.02(b), without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time, (A) the outstanding shares of Parent Common Stock shall have been changed into a different number of shares or a different class, by reason of the occurrence or record date of any stock dividend, subdivision, reclassification, recapitalization, split, combination, exchange of shares or similar transaction, (B) Parent declares or pays cash dividends in any fiscal quarter in excess of 200% of the amount of regularly quarterly dividends paid by the Parent immediately prior to the date hereof or (C) Parent engages in any spin-off or split-off, then in any such case the Exchange Ratio shall be appropriately adjusted to reflect such action. The right of any holder of a Certificate to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) shall be subject to and reduced by the amount of any withholding that is required under applicable tax Law.

Conversion of Company Common Stock. Each Subject to the other provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than any Cancelled Shares, any Dissenting Shares, shall at the Effective Time be converted automatically into and any shall thereafter represent the right to receive either (A) in the case of a share of Company Common Stock held by any direct with respect to which an election to receive a share of NewCo Class A Common Stock (a “Share Election”) has been properly made and not revoked or indirect wholly owned subsidiary lost pursuant to Section 2.7 (each, a “Share Electing Share”), one (1) (the “Exchange Ratio”) share of NewCo Class A Common Stock (the Company“Share Consideration”), or (B) shall be automatically converted into in the right case of a share of Company Common Stock with respect to receive: which an election to receive cash (Aa “Cash Election”) has been properly made and not revoked or lost pursuant to Section 2.7 (each, a “Cash Electing Share), $59.60 8.50 in cash (the “Per Share Cash Amount” and, together with the Share Consideration, the “Per Share Merger Consideration”), without interest (the “Cash Consideration”) ((A) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Considerationcash in lieu of fractional shares of NewCo Class A Common Stock as specified below, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior , in each case subject to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeSection 2.8. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e2.3(d).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the East/Toucan Effective Time (Time, other than Cancelled Shares, any Dissenting Shares, and any share shares of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) to be cancelled pursuant to Section 2.03(b)(ii), shall be automatically converted into and become the right to receive: receive a number (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding rounded to the nearest ten-thousandth of a share) of validly issued, fully paid and nonassessable shares of Holdco Common Stock equal to the quotient East/Toucan Exchange Ratio (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Toucan Per Share Merger Consideration”). Each share From and after the East/Toucan Effective Time, except as otherwise provided herein, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the East/Toucan Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled upon their conversion and shall cease to exist as and each holder of a certificate of Company Common Stock (the Effective Time“Company Certificates”, together with the Parent Certificates, the “Certificates”) and each holder of uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate thatshall cease to have any rights with respect thereto, immediately prior to the Effective Time, represented any except that such Company Certificate or uncertificated shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Toucan Per Share Merger Consideration and the Fractional Share Cash Amount into which deliverable in respect of the shares of Company Common Stock represented by such Book-Entry Share Company Certificate or Certificate have been converted pursuant uncertificated share immediately prior to this Section 2.1, as well as the East/Toucan Effective Time and any cash in lieu of fractional shares of Holdco Common Stock to be issued or paid in consideration therefor and any dividends or other distributions to which holders of Company Common Stock become entitled upon the surrender of such Company Certificate in accordance with Section 2.2(e)2.04, all to be issued in consideration therefor upon the surrender of such Company Certificate or uncertificated share in accordance with Section 2.04, without interest.

Conversion of Company Common Stock. Each (a) At the Effective Time, subject to Section 2.2(e) hereof, each share of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share shares of Company Common Stock held directly or indirectly by Buyer or the Company or any direct or indirect wholly owned subsidiary of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of this Agreement and without any action on the part of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issuedholder thereof, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number and exchangeable for 1.18 shares (the "Exchange Ratio") of shares of the common stock, par value $0.01 5.00 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeBuyer ("Buyer Common Stock"). All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Buyer Common Stock pursuant to this Article II I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented (each a "Certificate") previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent only the right to receive (i) the Merger Consideration number of whole shares of Buyer Common Stock and (ii) the Fractional Share Cash Amount cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2(e)2.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the outstanding shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly.

Conversion of Company Common Stock. Each (a) At the Effective Time, subject to Section 2.2(e) and Section 9.1(g) hereof, each share of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share (i) shares of Company Common Stock held by any direct or indirect wholly owned subsidiary of in the Company's treasury, (ii) shall be automatically converted into shares of Company Common Stock held directly or indirectly by Parent or the right to receive: Company or any of their respective Subsidiaries (Aas defined below) $59.60 (except for Trust Account Shares and DPC Shares, as such terms are defined in cash (the “Cash Consideration”Section 1.4(b) hereof), and (Biii) a fraction unallocated shares of a validly issued, fully paid and nonassessable share of Parent Company Common Stock held in the Company Bank's Recognition and Retention Plan for Officers and Employees and the Company Bank's Recognition and Retention Plan for Outside Directors (rounding to collectively, the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and"Unallocated RRP Shares")), together with the Cash Consideration, rights (the “Merger Consideration”). Each share of "Company Common Stock Rights") attached thereto issued and outstanding immediately prior pursuant to the Effective Time that is held Rights Agreement, dated as of January 23, 1995, between the Company and Mellon Bank, N.A., as Rights Agent (the "Company Rights Agreement"), shall, by virtue of this Agreement and without any direct or indirect wholly owned subsidiary action on the part of the Company shall holder thereof, be converted into such number and exchangeable for 4.194 shares (the "Exchange Ratio") of shares of the common stock, par value $0.01 .01 per share, of Parent ("Parent Common Stock") (together with the Surviving Company such that the ownership percentage number of any such Subsidiary Parent Rights (as defined in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeSection 5.2 hereof) associated therewith). All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Parent Common Stock pursuant to this Article II I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented (each a "Certificate") previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent only the right to receive (i) the Merger Consideration number of whole shares of Parent Common Stock and (ii) the Fractional Share Cash Amount cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates representing whole shares of Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2(e2.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly. (b) At the Effective Time, (i) all shares of Company Common Stock that are owned by the Company as treasury stock, (ii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common 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 Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as "Trust Account Shares") and (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, being referred to herein as "DPC Shares").) and (iii) all Unallocated RRP Shares shall be cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent. 1.5

Conversion of Company Common Stock. Each Subject to the other provisions of this Section 2.1, each share of common stock, par value $0.01 per share, of the Company ("Company Common Stock"), other than Dissenting Shares (as defined in Section 2.1(d)) and shares of Company Common Stock held of record immediately before the Effective Time by Buyer, Buyer Subsidiary or any direct or indirect wholly owned subsidiary of Buyer ("Excluded Shares"), issued and outstanding immediately prior to the Effective Time (other than Cancelled collectively, the "Outstanding Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company") shall be automatically converted into the right to receive: receive from Buyer (A) $59.60 an amount in cash equal to the Exchange Ratio (defined below) times the average per-share closing price of Buyer Common Stock on the Nasdaq National Market System during the period of ten trading days ending on the third trading day before the Closing Date ("Buyer's Average Price"), without interest (the “"Cash Consideration”) and "), (B) a fraction number of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall Buyer ("Buyer Common Stock"), equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeExchange Ratio (the "Stock Consideration") or (C) the right to receive a combination of cash and shares of Buyer Common Stock determined in accordance with this Section (the "Mixed Consideration"). All (The Cash Consideration, the Stock Consideration or the Mixed Consideration, together with any cash in lieu of fractional shares of Buyer Common Stock (the shares "Fractional Shares") to which a holder of Company Common Stock converted into has the right to receive pursuant to Section 2.2(e), is each referred to herein as the "Merger Consideration.") The "Exchange Ratio" means .6500. Election of the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as received upon conversion of the Effective Time, and uncertificated shares of Company Common Stock represented Outstanding Shares shall be governed by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e).following provisions:

Conversion of Company Common Stock. Each share Subject to Section 2.1(c), the issued and outstanding common shares, par value $0.001, of the Company outstanding immediately prior to the Effective Time (such shares, collectively, “Company Common Stock,” and each, a “Company Common Share”), other than any Cancelled Shares, shall thereupon be converted automatically into and shall thereafter represent the right to receive two (2) shares of the Parent’s common stock, par value $0.0001 per share (“Parent Common Stock”), and all of the issued and outstanding preferred stock of the Company outstanding immediately prior to the Effective Time (such shares, collectively, the “Company Preferred Stock,” and each, a “Company Preferred Share,” and together, with the Company Common Stock, a “Share” or the “Shares”), other than any Cancelled Shares, shall thereupon be converted automatically into and shall thereafter represent the right to receive that number of fully paid and non-assessable preferred shares of the Parent, par value $.001 (“Parent Preferred Stock”), as shall constitute 54% of the voting rights of the holders of the Parent Preferred Stock and Parent Common Stock, so that upon completion of the Merger the Parent shall have issued and outstanding 235,132,324 shares of Parent Common Stock, of which 27,974,000 shares shall be owned by the current shareholders of the Parent and 207,158,324 shares shall be owned by the current shareholders of the Company and that number of Parent Preferred Shares which shall constitute 54% of the voting rights and power of all shares of any class of the Parent, then to be outstanding, determined on a fully-diluted basis (the “Merger Consideration”) . As a result of the Merger, at the Effective Time, each holder of Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration payable in respect of such Shares which are issued and outstanding immediately prior to the Effective Time (other than Cancelled SharesTime, any Dissenting Shares, and any share cash in lieu of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share fractional shares of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the or Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Preferred Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration payable pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”Section 2.1(c) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions payable pursuant to which holders Section 2.2(b), all to be issued or paid, without interest, in consideration therefor upon the surrender of Company Common Stock become entitled in accordance with Section 2.2(e)such Shares.

Conversion of Company Common Stock. Each (a) Subject to Section 2.2(e), each share of the voting common stock, $1.00 par value per share (“Voting Common Stock”) and non-voting common stock, $1.00 par value per share (“Non-Voting Common Stock”), of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Sharescollectively, any Dissenting Shares“Company Common Stock”), and any share except for (i) shares of Company Common Stock held owned by any direct Company as treasury stock or indirect wholly owned subsidiary by Company or Purchaser or a Subsidiary of the Companyeither (in each case other than in a fiduciary or agency capacity or as a result of debts previously contracted) and (ii) Appraisal Shares, shall be automatically converted into the right to receivereceive the following, without interest: (Ai) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient 1.115 shares (the “Exchange Ratio”) determined by dividing of the common stock, $0.01 par value per share, of Purchaser (x) $14.90 by (y) the Parent Trading Price“Purchaser Common Stock”); providedit being understood that upon the Effective Time, howeverthe Purchaser Common Stock, that if including the Parent Trading Price is an amount greater than or equal shares issued to $59.98former holders of Company Common Stock, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then common shares of the Exchange Ratio shall be 0.3036 Surviving Corporation (the “Stock Consideration”); and (ii) $5.36 in cash, subject to any applicable adjustment pursuant to Section 1.4(d) (the “Per Share Cash Consideration” and, together with the Cash Stock Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. (b) All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Purchaser Common Stock and cash pursuant to this Article II I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated each certificate (each, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”Stock) and each certificate that, immediately prior to the Effective Time, represented previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive (i) the Merger Consideration and number of whole shares of Purchaser Common Stock which such shares of Company Common Stock have been converted into the Fractional right to receive, (ii) the Per Share Cash Amount into Consideration, without any interest thereon, (iii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted into the right to receive pursuant to this Section 2.11.4 and Section 2.2(e), as well as without any interest thereon and (iv) any dividends or other distributions which the holder thereof has the right to which holders receive pursuant to Section 2.2. Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates or, at Purchaser’s option, evidence of shares in book-entry form representing whole shares of Purchaser Common Stock (together with the Per Share Cash Consideration, any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) upon the surrender of such Certificates in accordance with Section 2.2(e).with

Conversion of Company Common Stock. Each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Shares to be cancelled in accordance with Section 2.1(b) and other than Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: , in accordance with and subject to, the terms, conditions and procedures set forth in this Article 2 and Article 8 without interest, (i) (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction number of a validly issued, fully paid and nonassessable share of non-assessable Parent Common Stock (rounding to the nearest ten-thousandth of a share) Shares equal to the quotient Exchange Ratio minus (the “Exchange Ratio”) determined by dividing (x) $14.90 by (yB) the Per Share Escrow Amount, payable to the holder upon surrender of the Certificate formerly representing such Share in accordance with Section 2.2 and Section 2.2 and (ii) a pro rata share of any Parent Trading Price; provided, however, that if Shares to be released from the Escrow Account in respect of such Share in accordance with Article 8 and the Escrow Agreement as and when such releases are required to be made (such Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash ConsiderationShares collectively, the “Merger Consideration”). Each share At the Effective Time, all of Company Common Stock issued the Shares converted into the Merger Consideration pursuant to this Section 2.1(a) shall cease to be outstanding, shall be cancelled and outstanding shall cease to exist, and each Certificate that immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) Shares shall thereafter represent only the right to receive the Merger Consideration and Consideration, without interest, including the Fractional Share Cash Amount into right to receive, pursuant to Section 2.5, cash in lieu of fractional Parent Shares, if any, which the shares would otherwise be issuable in respect of such Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.12.1(a) (the “Fractional Share Consideration”), as well as any dividends or other distributions together with the amounts, if any, payable pursuant to which holders of Company Common Stock become entitled in accordance with Section 2.2(e).

Conversion of Company Common Stock. Each Subject to the following provisions of this Section 2.1(d), each share of Company Common Stock issued and outstanding immediately before the Effective Time, other than shares to be canceled in accordance with Section 2.1(b) and any Dissenting Shares, shall be converted into the right to receive, in the manner provided by Section 2.2, the amount in cash, without interest (the "Per Common Share Merger Consideration" ) equal to the quotient produced by dividing (i) the remainder of (A) the sum of $ 130,000,000 (the "Base Purchase Price" ), plus the Estimated Excess, if any, plus the Aggregate Option Exercise Price Proceeds, plus the Aggregate Warrant Exercise Price Proceeds minus (B) the sum of the Preferred Stock Merger Consideration, all Company Expenses, the Estimated Underage, if any, and the Escrow Amount, by (ii) the number of shares of Company Common Stock equal to the sum of (A) the number of shares of Company Common Stock outstanding immediately before the Effective Time (including any Dissenting Shares), (B) any shares of Company Common Stock that, immediately before the Effective Time, would be issuable upon exercise in full of all Options (including the Modified Options), whether or not then vested, that are outstanding as of such time, (C) any shares of Company Common Stock issuable upon conversion of all shares of Series D Preferred Stock outstanding immediately before the Effective Time and (D) any shares of Company Common Stock issuable upon exercise (directly or indirectly) in full of all the Series C Warrants or Series D Warrants outstanding immediately prior to the Effective Time), but excluding for this purpose any outstanding shares of Company Common Stock to be cancelled at the Effective Time pursuant to Section 2.1(b)); provided, however, that the Per Common Share Merger Consideration shall be subject to adjustment as provided by Article VIII. The holders of shares of Company Common Stock entitled to receive the Per Common Share Merger Consideration are herein collectively referred to as the "Company Stockholders"). The Preferred Stock Merger Consideration plus the remainder of (i) the aggregate of all Per Common Share Merger Consideration minus (ii) the sum of the Aggregate Option Exercise Price Proceeds plus the Aggregate Warrant Exercise Price Proceeds is herein referred to as the "Merger Consideration." As of the Effective Time, all shares of Company Common Stock shall cease to be outstanding and shall automatically be canceled and shall no longer is issued or authorized, and each holder of a certificate which immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companygiving effect to Section 5.11) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “"Common Certificate”" and each Common Certificate or Preferred Certificate, a "Certificate" ) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Per Common Share Merger Consideration to be paid in consideration therefor as provided herein upon surrender of such Common Certificate, without interest, or, in the case of Dissenting Shares, the amount provided for by Section 2.1(h) and the Fractional Share Cash Amount into which the shares applicable law. In addition to any amounts payable pursuant to this Section 2.1(d), a holder of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant as of immediately prior to this Section 2.1, as well as any dividends or other distributions the Effective Time may also be entitled to which holders of Company Common Stock become entitled additional amounts in accordance with Section 2.2(eSections 2.1(g) and 2.2(b).

Conversion of Company Common Stock. Each Subject to Section 3.4, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyshares to be canceled in accordance with Section 3.1(a)) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number (i) .05703 of shares one share (the "EXCHANGE RATIO") of Parent's common stock, par value $0.01 per share, of share (including the Surviving Company such that the ownership percentage of any such Subsidiary associated preferred stock purchase rights set forth in the Surviving Company immediately following Parent Rights Plan (as defined in Section 5.2), "PARENT COMMON STOCK") or (ii) if the Effective Time shall equal the ownership percentage holder of such Subsidiary share has made a Unit Election (as defined in Section 3.2(b)), (A) the Company immediately prior quotient of (x) the number of whole Trust Units (as defined in Section 7.13) elected to be received by, and that are allocated to, such holder pursuant to the Effective Time. All procedures set forth in Section 3.2 (the "ALLOCATED TRUST UNITS" ) divided by (y) the number of the shares of Company Common Stock converted into covered by the right Election Form (as defined in Section 3.2(a)) for such holder and (B) the fraction of one share of Parent Common Stock, if any, remaining after reducing the Exchange Ratio by the quotient of (x) .00054 multiplied by the Allocated Trust Units for such holder and (y) the number of shares of Company Common Stock covered by the Election Form for such holder. Such consideration, together with cash in lieu of fractional shares of Parent Common Stock as contemplated by Section 3.4, without interest, is referred to receive herein as the Merger Consideration pursuant to this Article II "COMMON STOCK MERGER CONSIDERATION." All shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated shares the holder of Company Common Stock represented by book-entry form a certificate (“Book-Entry Shares”"COMMON STOCK CERTIFICATE") and each certificate that, immediately prior to the Effective Time, represented any such outstanding shares of Company Common Stock (eachshall cease to have any rights with respect thereto, a “Certificate”) shall thereafter represent only except the right to receive the Common Stock Merger Consideration and to be issued or paid in consideration therefor upon the Fractional Share Cash Amount into which the shares surrender of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled certificate in accordance with Section 2.2(e)3.3.

Conversion of Company Common Stock. Each (a) At the Effective Time, subject to Section 2.2(e) hereof, each share of the common stock, par value $5.00 per share, of the Company (the "Company Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock held directly or indirectly by Buyer or the Company or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into and exchangeable for a number of shares of the common stock, par value $5.00 per share, of Buyer ("Buyer Common Stock") equal to the quotient obtained by dividing the Share Number (as hereinafter defined) by the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of such quotient being hereinafter referred to as the Company) "Exchange Ratio"). The "Share Number" shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued2,219,753, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that (i) if the Parent Trading Average Closing Price (as hereinafter defined) is less than $34.425 then the Share Number shall be increased to the extent necessary so that the product of the Share Number and the Average Closing Price shall equal $76,415,000, provided, that in no event shall the Share Number be greater than 2,281,753, and (ii) if the Average Closing Price is an amount greater than or equal to $59.9846.575, then the Exchange Ratio Share Number shall be 0.2484reduced to the extent necessary so that the product of the Share Number and the Average Closing Price shall equal $103,384,996, and if provided, that in no event shall the Parent Trading Price is an amount equal to or Share Number be less than $49.082,157,753. As used herein, then "Average Closing Price" shall mean the Exchange Ratio shall be 0.3036 (average of the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each last reported sale prices per share of Company Buyer Common Stock issued and outstanding immediately as reported on The Nasdaq Market's National Market ("Nasdaq/NMS") (as reported in The Wall Street Journal or, if not reported therein, in another mutually agreed upon authoritative source) for the 15 consecutive trading days ending on the fifth business day prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeClosing Date (as hereinafter defined). All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Buyer Common Stock pursuant to this Article II I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented (each a "Certificate") previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent only the right to receive (i) the Merger Consideration number of whole shares of Buyer Common Stock and (ii) the Fractional Share Cash Amount cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2(e2.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the outstanding shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly. (b) At the Effective Time, all shares of Company Common Stock that are owned directly or indirectly by Buyer or the Company or any of their respective Subsidiaries (other than shares of Company Common 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, whether held directly or indirectly by Buyer or the Company, as the case may be, being referred to herein as "Trust Account Shares") and (y) held by Buyer or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Buyer Common Stock which are similarly held, whether held directly or indirectly by Buyer or the Company, being referred to herein as "DPC Shares")) shall be cancelled and shall cease to exist and no stock of Buyer or other consideration shall be delivered in exchange therefor. All shares of Buyer Common Stock that are owned by the Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become authorized but unissued shares of Buyer Common Stock. 1.5.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than Cancelled Shares, but excluding any Dissenting Shares, and any share shares of Company Common Stock issuable to holders of Company Options that is held by any direct a Person who is an Accredited Investor, other than shares of Company Common Stock to be cancelled pursuant to Section ‎2.4(c) or indirect wholly owned subsidiary of the Company) Dissenting Shares, shall be automatically converted solely into the right to receive: receive the Per Share Mixed Consideration (A) $59.60 including, for the avoidance of doubt, amounts distributable to such Company Stockholder in cash (the “Cash Consideration”respect of such Company Common Stock pursuant to Sections 2.9, 8.4(a) and (B10.10(g)) a fraction upon surrender of a validly issued, fully paid and nonassessable share such shares of Parent Company Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together in accordance with the Cash Consideration, the “Merger Consideration”)Section ‎2.5. Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time that is held by (but excluding any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock issuable to holders of Company Options) that is held by a Person who is not an Accredited Investor, other than shares of Company Common Stock to be cancelled pursuant to Section ‎2.4(c) or Dissenting Shares, shall be converted solely into the right to receive the Merger Per Share Cash Consideration (including, for the avoidance of doubt, amounts distributable to such Company Stockholder in respect of such Company Common Stock pursuant to this Article II Sections 2.9, 8.4(a) and 10.10(g)) upon surrender of such shares of Company Common Stock in accordance with Section ‎2.5. As of the First Effective Time, all shares of Company Common Stock but excluding any shares of Company Common Stock issuable to holders of Company Options shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Per Share Mixed Consideration and or the Fractional Per Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as any dividends or other distributions applicable, to which holders of Company Common Stock become entitled be paid in accordance with Section 2.2(e‎2.5 (other than Dissenting Shares which shall be entitled only to those rights set forth in Section ‎2.6(a)).

Conversion of Company Common Stock. Each share of Company Common Stock (a) At the Effective Time, each issued and outstanding share of common stock, no par value per share, of the Company (the "Company Common Stock"), immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share shares of Company Common Stock held in the Company's treasury) shall, by virtue of this Agreement and without any direct or indirect wholly owned subsidiary action on the part of the Company) shall holder thereof, be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive and be exchangeable for (i) $3,500,000 (the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as "Cash Price") divided by the sum of the Effective Time, and uncertificated number of shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate thatoutstanding plus the number of shares of Company Common Stock issuable, immediately prior to the Effective Time, represented any such upon exercise of the Company Accelerated Options (as defined in Section 6.12(c) herein) (the "Cash Per Share Price"); (ii) non-interest bearing Promissory Notes in the form attached hereto as Exhibit A (each, a "Note" and collectively, the "Notes") in the --------- aggregate principal amount of $2,527,500 (the "Note Price") divided by the sum of the number of shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only outstanding plus the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the number of shares of Company Common Stock represented issuable immediately prior to the Effective Time, upon exercise of the Company Accelerated Options (the "Note Per Share Price"); and (iii) 2,200,000 shares (the "Stock Price") of common stock, par value $0.001 per share, of Parent (the "Parent Common Stock") divided by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders the sum of the number of shares of Company Common Stock become entitled outstanding plus the number of shares of Company Common Stock issuable immediately prior to the Effective Time, upon exercise of the Company Accelerated Options (such consideration to be referred to as the "Stock Per Share Price" and, together with the Cash Per Share Price and the Note Per Share Price, the "Per Share Price"); a portion of which shall be subject to forfeiture or adjustment as provided in accordance with Section 2.2(e)2.02 and Section 2.03 and Article IX hereof.

Conversion of Company Common Stock. Each share of Company Common Stock (other than shares of Company Common Stock as to which dissenters' rights are exercised and perfected under Section 262 of the DGCL and Section 2.3(j) or are cancelled pursuant to Section 2.2(g)) issued and outstanding immediately prior to the Effective Time of the Mergers shall be converted into and represent the right to receive in exchange therefor (other than Cancelled SharesX) from Holdco, any Dissenting Shares(i) the Cash Consideration (as defined below), and any (ii) the number of fully paid and nonassessable shares of New Playboy Class B Common Stock equal to the Conversion Ratio (as such Conversion Ratio may be adjusted in accordance with Section 2.2(c)) (the "Stock Consideration"), and (Y) from the Company (as described in the Transfer and Redemption Agreement), (i) the number of fully paid and non-assessable shares of common stock of Subco, par value $.01 per share ("Subco Common Stock"), equal to the Redemption Ratio and (ii) warrants to purchase additional shares of Subco Common Stock (such warrants to be in such amounts and on such terms as shall be determined by the Company) (the "Subco Warrants", and together with the Subco Common Stock, the "Subco Consideration"), payable to the holder thereof, without, in the case of the Cash Consideration, interest thereon, upon surrender of the certificate representing such share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading PriceS Surviving Corporation; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share each holder of Company Common Stock issued shall receive, in lieu of any fractional shares of New Playboy Class B Common Stock that such holder would otherwise receive pursuant to this Section 2.2(b), cash equal to the proportionate liquidation value of any such fractional shares pursuant to terms set forth in Section 2.3; and outstanding immediately prior to further provided, that in any event, if, between the date of this Agreement and the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company Mergers, the outstanding shares of Old Playboy Class B Common Stock shall be have been changed, reclassified or converted into such a different number of shares of common stockor a different class, par value $0.01 per share, of the Surviving Company such that the ownership percentage by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, conversion or exchange of shares, the Conversion Ratio shall be correspondingly adjusted to reflect such Subsidiary in stock dividend, subdivision, reclassification, recapitalization, split, combination, conversion or exchange of shares. The aggregate consideration provided to holders of Company Common Stock pursuant to this Section 2.2(b) shall be referred to as the Surviving Company immediately following "Merger Consideration". At the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the Mergers, all such shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as exist, and each certificate which immediately prior to the Effective Time of the Effective TimeMergers evidenced any such shares shall thereafter represent the right to receive, and uncertificated upon surrender of such certificate in accordance with the provisions of Section 2.3, the Merger Consideration into which such shares have been converted in accordance herewith. The holders of certificates previously evidencing shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, outstanding immediately prior to the Effective TimeTime of the Mergers shall cease to have any rights with respect thereto (including, represented without limitation, any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right rights to vote or to receive dividends and distributions in respect of such shares), except as otherwise provided herein or by law. For purposes of this Agreement, the Merger Consideration and the Fractional Share term "Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e)Consideration" shall mean $3.60.

Conversion of Company Common Stock. Each Subject to Section 2.02, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Companyshares to be canceled in accordance with Section 2.01(b)) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) receive a fraction number of a validly issued, fully paid and nonassessable share shares of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into All such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated each holder of a certificate (or evidence of shares of Company Common Stock represented by in book-entry form (“Book-Entry Shares”form) and each certificate that, that immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the any cash in lieu of fractional shares of Company Parent Common Stock represented by such Book-Entry Share to be issued or Certificate have been converted pursuant to this Section 2.1, as well as paid in consideration therefor and any dividends or other distributions to which holders become entitled upon the surrender of such Certificate in accordance with Section 2.02, without interest. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Parent Common Stock or Company Common Stock shall have been changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination, consolidation or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Parent Common Stock or Company Common Stock, as the case may be, will be appropriately adjusted to provide to Parent and the holders of Company Common Stock become entitled in accordance the same economic effect as contemplated by this Agreement prior to such event; provided, however, that this sentence shall not be construed to permit Parent or the Company to take any action with Section 2.2(e)respect to its securities that is prohibited by the terms of this Agreement.

Conversion of Company Common Stock. Each share of Company Common Stock Subject to Sections 3.2 and 3.5, (i) each issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company common stock (a “Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger ConsiderationShare”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of (“Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be Stock”), outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereupon be converted automatically into and shall thereafter represent only the right to receive (A) 0.4 (the “Common Stock Exchange Ratio”) of a fully-paid and nonassessable share of common stock, par value $0.00002 per share, of Parent (“Parent Common Stock”), and (B) 0.012 (the “Series A Preferred Stock Exchange Ratio”) of a fully-paid and nonassessable share of Series A Convertible Preferred Stock, par value $0.00002 per share, of Parent (“Parent Series A Preferred Stock”), and (ii) each issued and outstanding share of preferred stock (a “Preferred Share”), par value $0.01 per share, of the Company (“Company Preferred Stock”), outstanding immediately prior to the Effective Time, shall thereupon be converted automatically into and shall thereafter represent the right to receive 0.02 (the “Series B Preferred Stock Exchange Ratio”) of a fully-paid and nonassessable share of Series B Convertible Preferred Stock, par value $0.00002 per share, of Parent (“Parent Series B Preferred Stock”). The shares of Parent Common Stock and Parent Series A Preferred Stock issued to each holder of Common Shares and the shares of Parent Series B Preferred Stock issued to each holder of Preferred Shares pursuant to this Section 3.1(a), are hereinafter referred to as the “Merger Consideration.” As a result of the Merger, at the Effective Time, each holder of Common Shares and each holder of Preferred Shares shall cease to have any rights with respect thereto, except the right to receive the applicable portion of the Merger Consideration payable in respect of such Shares which are issued and outstanding immediately prior to the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as Effective Time and any dividends or other distributions payable pursuant to which holders Section 3.6(c), all to be issued or paid, without interest, in consideration therefor upon the surrender of Company Common Stock become entitled such Shares in accordance with Section 2.2(e).3.6

Conversion of Company Common Stock. Each Subject to Sections 2.1(b) and 2.1(d), each issued and outstanding share of common stock, par value two and one-twelfth cents per share, of the Company Common Stock issued and (together with the associated rights under the Rights Agreement (as hereinafter defined)) outstanding immediately prior to the Effective Time (such shares and associated rights, collectively, "COMPANY COMMON STOCK," and each, a "SHARE"), other than any Cancelled Shares, any Dissenting SharesShares (as defined, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of to the Companyextent provided in, Section 2.1(b)) shall thereupon be converted automatically converted into and shall thereafter represent the right to receive: receive the combination of (Ax) $59.60 40.00 in cash without interest (the “Cash Consideration”"PER SHARE CASH AMOUNT") and (By) a fraction 0.5118 of a share of validly issued, fully paid and nonassessable share non-assessable shares of Parent Common Stock (rounding to the nearest ten-thousandth of a shareas hereinafter defined) equal to the quotient (the “Exchange Ratio”"EXCHANGE RATIO"), subject to adjustment in accordance with Section 2.1(d) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Considerationcollectively, the “Merger Consideration”"MERGER CONSIDERATION"). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time All Shares that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock have been converted into the right to receive the Merger Consideration pursuant to as provided in this Article II Section 2.1 shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares the holders of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, certificates which immediately prior to the Effective Time, Time represented such Shares shall cease to have any rights with respect to such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only Shares other than the right to receive (i) the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as (ii) any dividends or and other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e)2.2(h) and (iii) any cash to be paid in lieu of any fractional share of Class A common stock of Parent, par value $.01 per share ("PARENT COMMON STOCK" PROVIDED that "Parent Common Stock" shall mean the Class A common stock, par value $.01 per share, of the Surviving Corporation following the Effective Time) in accordance with Section 2.3.

Conversion of Company Common Stock. Each (a) At the Effective Time, subject to Section 1.8, Section 2.2(e) and Section 9.1(g) hereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share (i) shares of Company Common Stock held in the Company's treasury, (ii) unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans and related trusts, and (iii) shares of Company Common Stock held directly or indirectly by Parent or the Company or any direct or indirect wholly owned subsidiary of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC Shares, as such terms are defined in Section 1.4(b) hereof), shall by virtue of this Agreement and without any action on the part of the Company) , Parent or the holder thereof, cease to be outstanding and shall be automatically converted into and become the right to receive, at the election of the holder thereof as provided in Section 1.5, either: (A) $59.60 in cash (the “Cash Consideration”) and (Bi) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of Parent ("Parent Common Stock") (together with the Surviving number of Parent Rights (as defined in Section 5.2 hereof) associated therewith) equal to the Final Exchange Ratio, or (ii) cash in an amount equal to the Per Share Consideration. (b) At the Effective Time, (i) all shares of Company such Common Stock that are owned by the ownership percentage Company as treasury stock, (ii) all unallocated shares of Company Common Stock held in the Company's Recognition and Retention Plans and related trusts, and (iii) all shares of Company Common Stock that are owned directly or indirectly by Parent or the Company or any of their respective Subsidiaries (other than shares of Company Common 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 Subsidiary shares, and shares of Parent Common Stock which are similarly held, whether held directly or indirectly by Parent or the Company, as the case may be, being referred to herein as "Trust Account Shares") and (y) held by Parent or the Company or any of their respective Subsidiaries in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Parent Common Stock which are similarly held, being referred to herein as "DPC Shares"), shall be cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. All shares of Parent Common Stock that are owned by the Surviving Company or any of its Subsidiaries (other than Trust Account Shares and DPC Shares) shall become treasury stock of Parent, (c) On and after the Effective Time, holders of certificates which immediately following prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") shall equal cease to have any rights as stockholders of the ownership percentage Company, except the right to receive the consideration set forth in this Article I (the "Merger Consideration") for each such share held by them. (d) If, between the date of such Subsidiary in this Agreement and the Effective Time, the shares of Parent Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, appropriate adjustments shall be made to the Preliminary Stock Ratio, the Minimum Stock Ratio, the Maximum Stock Ratio and the Final Exchange Ratio. (e) For purposes of this Agreement the following terms shall (subject to Section 9.1(g)) have the meanings indicated: "Aggregate Cash Consideration" shall mean the product obtained by multiplying (x) the Outstanding Shares Number by (y) $20.25. "Aggregate Merger Consideration" shall mean the sum of (x) the Aggregate Cash Consideration and (y) the Aggregate Stock Consideration. "Aggregate Stock Consideration" shall mean (w) 0.5 multiplied by (x) the Outstanding Shares Number multiplied by (y) the Average Closing Price multiplied by (z) the Preliminary Stock Ratio. "Average Closing Price" shall mean the average of the closing sale prices per share for Parent Common Stock as reported on the National Association of Securities Dealers Automated Quotation/National Market System ("NASDAQ/ NMS") (as reported by The Wall Street Journal, or, if not reported thereby, another authoritative source, during the ten (10) consecutive trading-day period during which the shares of Parent Common Stock are traded on the Nasdaq Stock Market National Market System ("Nasdaq") ending on the tenth business day immediately prior to the anticipated Effective Time. "Final Exchange Ratio" shall mean the quotient, rounded to the nearest ten-thousandth, obtained by dividing the Per Share Consideration by the Average Closing Price. "Outstanding Shares Number" shall mean shares of Company Common Stock issued and outstanding immediately prior to the Effective Time. All of "Per Share Consideration" shall mean the shares of Company Common Stock converted into quotient obtained by dividing the right to receive the Aggregate Merger Consideration pursuant by the Outstanding Shares Number. "Preliminary Stock Ratio" shall mean the quotient, rounded to this Article II the nearest ten-thousandth obtained by dividing $40.50 by the Average Closing Price provided, that (i) if the Average Closing Price is equal to or greater than $31.05, the Preliminary Stock Ratio shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of 1.3043 (the Effective Time"Minimum Stock Ratio"), and uncertificated shares of Company Common (ii) if the Average Closing Price is equal to or less than $22.95, the Preliminary Stock represented by book-entry form Ratio shall be 1.7647 (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common "Maximum Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(eRatio").. 1.5

Conversion of Company Common Stock. Each (a) At the Effective Time, subject to Section 2.2(e) hereof, each share of the common stock, par value $0.01 per share, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share shares of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by in the Company's treasury or (y) directly or indirectly by Buyer or the Parent Trading Price; providedCompany or any of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC shares, howeveras such terms are defined in Section 1.4(b) hereof)) shall, that if by virtue of this Agreement and without any action on the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary part of the Company shall holder thereof, be converted into such number and exchangeable for 1.19 shares (the "Exchange Ratio") of shares of the common stock, par value $0.01 2.50 per share, of Buyer ("Buyer Common Stock") (together with the Surviving Company such that the ownership percentage number of any such Subsidiary Buyer Rights (as defined in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeSection 4.2 hereof) associated therewith). All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Buyer Common Stock pursuant to this Article II I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented (each a "Certificate") previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent only the right to receive (i) the Merger Consideration number of whole shares of Buyer Common Stock and (ii) the Fractional Share Cash Amount cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates representing whole shares of Buyer Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2(e)2.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Buyer Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, spilt- up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly.

Conversion of Company Common Stock. Each Subject to Sections 2.02 and 2.03, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Rollover Shares, shares to be canceled or converted into shares of the Surviving Company in accordance with Section 2.01(b)) and, except as provided in Section 2.03, any Dissenting Shares, and any share shares of Company Common Stock held by any direct or indirect wholly owned subsidiary the holder of which (i) has not voted in favor of approval of the CompanyMerger and adoption of the Plan of Merger; (ii) has demanded and perfected such holder’s right to dissent from the Merger and to be paid the fair value of such shares in accordance with Sections 302A.471 and 302A.473 of the MBCA; and (iii) as of the Effective Time has not effectively withdrawn or lost such dissenter’s rights (the “Dissenting Shares”)) shall be automatically converted into the right to receive: receive $72.10 in cash, without interest (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into All such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist as of the Effective Timeexist, and uncertificated each holder of a certificate (or evidence of shares of Company Common Stock represented by in book-entry form (“Book-Entry Shares”form) and each certificate that, that immediately prior to the Effective Time, Time represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration Consideration. Notwithstanding the foregoing, if between the date of this Agreement and the Fractional Share Cash Amount into which Effective Time the outstanding shares of Company Common Stock represented by such Book-Entry Share or Certificate shall have been converted pursuant changed into a different number of shares or a different class, by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, or any similar event shall have occurred, then any number or amount contained herein which is based upon the number of shares of Company Common Stock will be appropriately adjusted to this Section 2.1, as well as any dividends or other distributions provide to which the holders of Company Common Stock become entitled in accordance with Section 2.2(e)the same economic effect as contemplated by this Agreement prior to such event.

Conversion of Company Common Stock. Each Subject to Sections 2.2 ---------------------------------- through 2.4 below, each share of Company Common Stock (other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time shall cease to be outstanding and shall be converted into and represent the right to receive: (i) the number of shares of Parent Common Stock rounded to the nearest ten-thousandth of a share equal to the quotient obtained by dividing (x) Three Million Two Hundred Thousand (3,200,000) shares of Parent Common Stock by (y) the number of "Company Common Stock Equivalents" (as defined below) outstanding at the Effective Time (the "Exchange Ratio"); provided, however, that an aggregate of ten percent (10%) of the shares of Parent Common Stock otherwise issuable to Shareholder upon conversion of Shareholder's shares of Company Common Stock shall be placed in an escrow (the "Escrow Shares") with Chicago Title Company as Escrow Agent pursuant to the terms of an Escrow Agreement (as more fully discussed in Section 9.6). "Company Common Stock Equivalents" shall mean the sum of (i) the number of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time plus (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (yii) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock required to be reserved for issuance upon the exercise of any Company options, warrants or other convertible instruments outstanding at the Effective Time (regardless of the degree to which such options, warrants and other convertible instruments may then be vested or exercisable). All shares of Company Common Stock, when so converted into upon the Merger, shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Parent Common Stock represented by book-entry form (“Book-Entry Shares”) and each upon the surrender of such certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e)2.3, without interest.

Conversion of Company Common Stock. (A) Each issued and outstanding share of Company Common Stock held of record by an Accredited Investor (other than (I) shares of Company Common Stock to be cancelled in accordance with Section 3.1(a)(ii) and (II) any Dissenting Shares (such shares identified in clauses (I) and (II), the “Specified Shares”)), including any Company Restricted Stock held by an Accredited Investor, shall be converted into and shall thereafter represent the right of the holder thereof to receive the following: (1) a number of shares of Parent Common Stock equal to the Per Share Portion multiplied by the Merger Stock Consideration (the “Accredited Investor Closing Stock Consideration”), (2) an amount in cash equal to the Per Share Portion multiplied by the Estimated Merger Cash Consideration (the “Accredited Investor Closing Cash Consideration”) (clauses (1) and (2) collectively, the “Accredited Investor Company Common Stock Closing Consideration”), (3) an amount in cash equal to the Fully Diluted Per Share Portion multiplied by the Additional Merger Consideration (if any) payable pursuant to Section 3.6(f)(iv)(B), and (4) an amount in cash equal to the Fully Diluted Per Share Portion multiplied by the Equityholders’ Representative Account Distribution Amount (if any) payable pursuant to Section 3.13(b), in each case, without interest (clauses (1) – (4) collectively, the “Accredited Investor Company Common Stock Merger Consideration”). At the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated shares of each Company Stockholder shall cease to have any rights with respect to such Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only except the right to receive (except with respect to the Merger Consideration and Specified Shares) the Fractional Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted Merger Consideration, in each case without interest. For the avoidance of doubt, in no event and notwithstanding any other provision of this Agreement shall Parent be obligated to issue more than 8,655,832.914502 shares of Parent Common Stock in the aggregate pursuant to this Section 2.1Agreement, as well as any dividends or other distributions to which holders of Company Common Stock become entitled except in accordance with Section 2.2(e3.2(f) (for the avoidance of doubt, the Non-Accredited Investor Closing Stock Consideration and the cash amount paid pursuant to Section 3.1(b)(ii)(B)(II) shall not be deemed issuances of Parent Common Stock).

Conversion of Company Common Stock. Each (a) At the Effective Time, subject to Section 2.2(e) hereof, each share of the Class A Common Stock, par value $.01 per share, of the Company (the "Class A Common Stock") and each share of the Class B Common Stock, par value $.01 per share, of the Company (the "Class B Common Stock" and, together with the Class A Common Stock, the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, Shares (as defined in Section 1.3(b) hereof) and any share other than shares of Company Common Stock owned directly or indirectly by Parent or the Company (except for shares held in managed accounts, trust accounts or otherwise in a fiduciary capacity that are beneficially owned by third parties)) shall, by virtue of this Agreement and without any direct or indirect wholly owned subsidiary action on the part of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issuedholder thereof, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number and exchangeable for .9085 shares (the "Exchange Ratio") of shares of the common stock, par value $0.01 2.00 per share, of Parent (together with the Surviving Company such that the ownership percentage number of any such Subsidiary Parent Rights (as defined in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeSection 4.2 hereof) associated therewith) ("Parent Common Stock"). All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Parent Common Stock pursuant to this Article II I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented (each a "Certificate") previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent only the right to receive (i) the Merger Consideration number of whole shares of Parent Common Stock and (ii) the Fractional Share Cash Amount cash in lieu of fractional shares of Parent Common Stock into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders Agreement. Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates representing whole shares of Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2(e2.2 hereof, without any interest thereon. If prior to the Effective Time, Parent should split or combine the Parent Common Stock, or pay a dividend or other distribution in the Parent Common Stock, then the Exchange Ratio shall be appropriately adjusted to reflect such split, combination, dividend or distribution. At the Effective Time, all shares of Company Common Stock owned directly or indirectly by Parent or the Company (except for shares held in managed accounts, trust accounts or otherwise in a fiduciary capacity that are beneficially owned by third parties)) shall be cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time (other than Cancelled Shares, but excluding any Dissenting Shares, and any share shares of Company Common Stock issuable to holders of Company Options or Company Warrants) that is held by any direct a Person who is an Accredited Investor, other than shares of Company Common Stock to be cancelled pursuant to Section 2.1(c) or indirect wholly owned subsidiary of the Company) Dissenting Shares, shall be automatically converted solely into the right to receive: (A) $59.60 in cash (receive the “Cash Consideration”) and (B) a fraction Per Share Mixed Consideration upon surrender of a validly issued, fully paid and nonassessable share such shares of Parent Company Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together in accordance with the Cash Consideration, the “Merger Consideration”)Section 2.2. Each share of Company Common Stock issued and outstanding immediately prior to the First Effective Time that is held by (but excluding any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock issuable to holders of Company Options or Company Warrants) that is held by a Person who is not an Accredited Investor, other than shares of Company Common Stock to be cancelled pursuant to Section 2.1(c) or Dissenting Shares, shall be converted solely into the right to receive the Merger Per Share Cash Consideration pursuant upon surrender of such shares of Company Common Stock in accordance with Section 2.2. As of the First Effective Time, all shares of Company Common Stock (but excluding any shares of Company Common Stock issuable to this Article II holders of Company Options or Company Warrants) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Per Share Mixed Consideration and or the Fractional Per Share Cash Amount into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1Consideration, as well as any dividends or other distributions applicable, to which holders of Company Common Stock become entitled be paid in accordance with Section 2.2(e2.2 (other than Dissenting Shares which shall be entitled only to those rights set forth in Section 2.3(a)).

Conversion of Company Common Stock. Each share (a) At the Effective Time, by virtue of the Merger and without any action on the part of any holder of capital stock of Buyer, Acquisition, Company or Sellers: (i) the shares of Common Stock of Acquisition purchased, issued and outstanding immediately prior to the Effective Time shall be without any action on the part of the holder thereof, the capital stock of the Surviving Corporation and shall represent all the issued and outstanding shares thereof; and (ii) the shares of the Company owned by the Sellers and the Shareholders which represent all the issued and outstanding shares of the Company on the date hereof, and on the Closing shall be converted into and shall become, without further action on the part of the Sellers or the Shareholders, the right of the Shareholders to receive a total of Ten Million Eight Hundred Sixty-Four Thousand Dollars ($10,864,000) in consideration to be paid as follows: (a) the Shareholders, other than Cancelled SharesSellers, any Dissenting Shares, shall receive Seven Hundred Twenty-Nine Thousand Six Hundred Seventy-Two Dollars ($729,672) by wire transfer or certified check; (b) Two Million Twenty-Six Thousand Eight Hundred and any share Sixty-Six Dollars ($2,026,866) by wire transfer or certified check to Sellers; and (c) Eight Million One Hundred Seven Thousand Four Hundred Sixty-Two Dollars ($8,107,462) principal amount of Company restricted Common Stock held by any direct or indirect wholly owned subsidiary of the Company) Buyer, which number of shares of Common Stock shall be automatically converted into determined by dividing $8,107,462 by the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction initial public offering price of a validly issued, fully paid and nonassessable share of Parent Buyer's Common Stock (rounding the "IPO Price") to the nearest ten-thousandth Sellers. The Sellers shall also be entitled to receive on a pro rata basis, consideration having a value, of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than eight (8) times the difference between $49.081,234,000 of EBITDA for the twelve (12) month period ended December 31, then the Exchange Ratio shall be 0.3036 1998 (the “Stock Consideration” and, together with the Cash Consideration"Targeted Amount") and EBITDA for such period of $1,500,000. In addition, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company Sellers shall also be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right entitled to receive on a pro rata basis, consideration equal to four (4) times the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration and the Fractional Share Cash Amount into amount in which the shares of Company Common Stock represented by EBITDA for such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e)twelve (12) month period exceeds $1,500,000.

Conversion of Company Common Stock. Each (a) At the Effective Time, subject to Section 2.2(e) and Section 9.1(g) hereof, each share of the common stock, no par value, of the Company (the "Company Common Stock Stock") issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, Shares (as defined herein) and any share other than shares of Company Common Stock held directly or indirectly by Parent or the Company or any direct or indirect wholly owned subsidiary of their respective Subsidiaries (as defined below) (except for Trust Account Shares and DPC shares, as such terms are defined in Section 1.4(b) hereof)) shall, by virtue of this Agreement and without any action on the part of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issuedholder thereof, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number and exchangeable for 1.17 shares (the "Exchange Ratio") of shares of the common stock, par value $0.01 2.50 per share, of Parent ("Parent Common Stock") (together with the Surviving Company such that the ownership percentage number of any such Subsidiary Parent Rights (as defined in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective TimeSection 5.2 hereof) associated therewith). All of the shares of Company Common Stock converted into the right to receive the Merger Consideration Parent Common Stock pursuant to this Article II I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Timeexist, and uncertificated shares of Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented (each a "Certificate") previously representing any such shares of Company Common Stock (each, a “Certificate”) shall thereafter only represent only the right to receive (i) the Merger Consideration number of whole shares of Parent Common Stock and (ii) the Fractional Share Cash Amount cash in lieu of fractional shares into which the shares of Company Common Stock represented by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders 1.4(a) and Section 2.2(e) hereof. Certificates previously representing shares of Company Common Stock become entitled shall be exchanged for certificates representing whole shares of Parent Common Stock and cash in lieu of fractional shares issued in consideration therefor upon the surrender of such Certificates in accordance with Section 2.2(e)2.2 hereof, without any interest thereon. If, between the date of this Agreement and the Effective Time, the shares of Parent Common Stock shall be changed into a different number or class of shares by reason of any reclassification, recapitalization, split-up, combination, exchange of shares or readjustment, or a stock dividend thereon shall be declared with a record date within said period, the Exchange Ratio shall be adjusted accordingly.

Conversion of Company Common Stock. Each issued and outstanding share of Company Common Stock (other than (A) shares of Company Common Stock to be cancelled in accordance with Section 3.1(a)(ii) and (B) the Appraisal Shares (such shares identified in clauses (A) and (B), the “Specified Shares”)), shall be converted into and shall thereafter represent the right of the holder thereof to receive an amount in cash equal to the following (collectively, the “Company Common Stock Merger Consideration”): (1) the Per Share Portion of the Estimated Merger Consideration payable as provided in Section 3.2 (the “Company Common Stockholder Closing Consideration”), (2) the Per Share Portion of the Additional Consideration (if any), and (3) the Per Share Portion of the Holdback Remainder Consideration, in each case, without interest. At the Effective Time, all shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares, any Dissenting Shares, and any share of Company Common Stock held by any direct or indirect wholly owned subsidiary of the Company) shall be automatically converted into the right to receive: (A) $59.60 in cash (the “Cash Consideration”) and (B) a fraction of a validly issued, fully paid and nonassessable share of Parent Common Stock (rounding to the nearest ten-thousandth of a share) equal to the quotient (the “Exchange Ratio”) determined by dividing (x) $14.90 by (y) the Parent Trading Price; provided, however, that if the Parent Trading Price is an amount greater than or equal to $59.98, then the Exchange Ratio shall be 0.2484, and if the Parent Trading Price is an amount equal to or less than $49.08, then the Exchange Ratio shall be 0.3036 (the “Stock Consideration” and, together with the Cash Consideration, the “Merger Consideration”). Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is held by any direct or indirect wholly owned subsidiary of the Company shall be converted into such number of shares of common stock, par value $0.01 per share, of the Surviving Company such that the ownership percentage of any such Subsidiary in the Surviving Company immediately following the Effective Time shall equal the ownership percentage of such Subsidiary in the Company immediately prior to the Effective Time. All of the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article II shall no longer be outstanding and shall automatically be cancelled canceled and retired and shall cease to exist as of the Effective Timeexist, and uncertificated shares of each Company Common Stockholder shall cease to have any rights with respect to such Company Common Stock represented by book-entry form (“Book-Entry Shares”) and each certificate that, immediately prior to the Effective Time, represented any such shares of Company Common Stock (each, a “Certificate”) shall thereafter represent only except the right to receive the Merger Consideration and the Fractional Share Cash Amount into which the shares of Company Common Stock represented Merger Consideration. For the avoidance of doubt, at the Effective Time, each Rollover Share shall be automatically and cancelled and retired and no consideration under this Agreement shall be delivered in exchange therefor; it being agreed and acknowledged that the securities of Ultimate Parent issued to Xxxxxx Trust in exchange for the Rollover Shares in connection with the Rollover constitute the only consideration paid or payable in respect of the Rollover Shares in connection with the transactions contemplated by such Book-Entry Share or Certificate have been converted pursuant to this Section 2.1, as well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.2(e)Agreement.