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 the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Shares) shall be converted into the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined in accordance with Section 2.04.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Excluded Shares) shall automatically be converted into the right to receive any of the following forms of consideration (the “Merger Consideration”):consideration: (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly effectively made and not revoked or lost pursuant to Section 3.2 (collectivelyeach, the a “Cash Election SharesElecting Company Share”), ) shall (subject to Section 3.3) be converted into the right to receive $25.00 in cash from TopCo an without interest (such per share amount equal is hereinafter referred to $43.50 (as the “Cash Consideration”); and. (ivii) for each Each share of Company Common Stock other than with respect to which an election to receive stock consideration (a “Stock Election”) has been properly made and not revoked or lost pursuant to Section 3.2 (each, a “Stock Electing Company Share” and, together with each Cash Electing Company Share, an “Electing Company Share”) shall (subject to Section 3.3) be converted into the right to receive 1.1061947 validly issued, fully paid and nonassessable shares of Parent Stock, subject to adjustment in accordance with Section 3.1(e) (such per share amount, together with any cash in lieu of fractional shares of Parent Stock to be paid pursuant to Section 3.1(d), is hereinafter referred to as the “Parent Stock Consideration”). (iii) Each share of Company Common Stock that is not (x) an Excluded Share or (y) a share of Company Common Stock with respect to which a Cash Election, a Mixed Election or a Share Stock Election has been validly properly made and not revoked or lost pursuant to Section 3.2 (collectivelyeach, the a “Non-Election SharesElecting Company Share”), ) shall be converted into the right to receive from TopCo such Share Consideration and/or the Cash Consideration or the Parent Stock Consideration, as is determined in accordance with pursuant to Section 2.043.3.

Conversion of Company Common Stock. Each Subject to Sections 2.01(b) and 2.02(f), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock that are owned by stockholders (“Dissenting Stockholders”) who have made and not withdrawn a demand for appraisal rights in accordance with Section 262 of the Canceled SharesDGCL (each such share of Company Common Stock, an “Excluded Share” and, collectively, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal “Excluded Shares”) shall be converted into the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each share of Company Common Stock with respect to which an election to receive shares only Parent Common Shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, 1.6305 fully paid and nonassessable TopCo Parent Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares both Parent Common Shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, 0.6522 fully paid and nonassessable TopCo Parent Common Shares as is equal to 1.5274, with each TopCo Common (the “Mixed Share having attached to it one CCR, and Consideration”) plus (B) $18.45 in cash in an amount equal to $8.00 (collectivelythe “Mixed Cash Consideration” and, together with the Mixed Share Consideration, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive only cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive $30.75 in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for each share of Company Common Stock other than shares as to which a Cash Share Election, a Mixed Election or a Share Cash Election has been validly made and not revoked (collectively, the “Non-Election Shares”, and the failure to make either a Share Election, Mixed Election or Cash Election, a “Non-Election”), the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined in accordance with Section 2.04the Mixed Consideration.

Conversion of Company Common Stock. Each share common share, no par value, of Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal any Cancelled Shares) shall shall, subject to Section 2.8, be converted into the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly effectively made and not revoked pursuant to Section 2.12 (collectivelyeach, the a “Cash Election SharesShare”), or which is otherwise to receive cash consideration in accordance with the terms of this Agreement, shall be converted into the right to receive a CVR and to receive in cash from TopCo Parent an amount equal to $43.50 the sum of (i) the Per Share Cash Consideration (the “Cash Consideration”); and) and (ii) the Per Share TARP Discount Amount. (ivii) for each Each share of Company Common Stock other than shares as with respect to which an election to receive stock consideration (a Cash “Stock Election, a Mixed Election or a Share Election ”) has been validly properly made and not revoked pursuant to Section 2.12 (collectivelyeach, a “Stock Election Share”), or which is otherwise to receive stock consideration in accordance with the terms of this Agreement, shall be converted into the right to receive, subject to adjustment in accordance with Section 2.7(e), (i) a number of shares of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Per Share Stock Consideration (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.14(f), the “Stock Consideration”), (ii) the Per Share TARP Discount Amount and (iii) a CVR. (iii) Each share of Company Common Stock with respect to which neither a Cash Election or a Stock Election has been properly made and not revoked pursuant to Section 2.12 (each a “Non-Election SharesShare”), ) shall be converted into the right to receive from TopCo Parent a CVR, the Per Share TARP Discount Amount and such Share Stock Consideration and/or Cash Consideration as is determined in accordance with Section 2.042.8.

Conversion of Company Common Stock. Each (a) As of 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, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Canceled Shares and provided that shares of the Canceled Shares, Company's Common Stock held under the Subsidiary-Owned Company Shares and, except as provided in Company's Deferred Compensation Incentive Plan shall be deemed issued and outstanding for purposes of this Section 2.01(g), the Appraisal Shares2.03) shall be converted into into, at the election of the holder thereof, one of the following (or a combination of shares of Parent Common Stock and cash determined in accordance with Sections 2.03(b), (d), (e), (f) and (g)) (the "Merger Consideration"): either - (i) the right to receive any 1.39 fully paid and non-assessable shares of Parent Common Stock (sometimes referred to hereinafter, as the following forms of consideration (context requires, as the “Merger "Exchange Ratio" or the "Stock Consideration”):"); provided, however, that, (iA) for if the "Closing Price" (as defined in Section 2.03(a)(iii) below) of Parent Common Stock is less than $5.65 per share, then each outstanding share of Company Common Stock, at the election and in the sole discretion of Parent, may be converted into that number of shares of Parent Common Stock with respect equal to which an the product of (I) $5.65 divided by the Closing Price of the Parent Common Stock multiplied by (II) the Exchange Ratio (the "Topping Up Election"); provided, further, that, in the event that the Parent does not exercise its right to make the Topping Up Election as provided in the preceding clause and notify the Company of its election to do so in writing at least two trading days before the Closing Date, then the Company, in its sole discretion, may elect to terminate this Agreement, and if this Agreement is not so terminated, holders of the shares of the Company Common Stock will receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), Stock Consideration without any further adjustments to the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance Exchange Ratio with the terms and conditions Cash Consideration adjusted in order to qualify the transaction as a tax free reorganization under Section 368(a) of the CCR Agreement Code; and (a “CCR”);B) if the Closing Price of Parent Common Stock is greater than $8.47 per share, then Parent, in its sole discretion, may elect to terminate this Agreement; or - (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo Parent, without interest, an amount equal to $43.50 10.08 (the “"Cash Consideration”"); and. (iviii) the term "Closing Price" shall mean the average of the closing trade prices of Parent Common Stock for each share the twenty consecutive trading days ending on the third trading day before the Closing Date and reported on the American Stock Exchange (the "AMEX"). As of the Effective Time, all such shares of Company Common Stock other than shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares as of Company Common Stock shall cease to which a Cash Electionhave any rights with respect thereto, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), except the right to receive from TopCo receive, upon surrender of such Share Consideration and/or Cash Consideration as is determined certificate in accordance with Section 2.04, the Merger Consideration.

Conversion of Company Common Stock. (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Time, except for Excluded Shares, the Subsidiary-Owned 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 2.6 (each, a “Cash Electing Company Shares and, except as provided in Section 2.01(g), the Appraisal SharesShare”) shall be converted into the right to receive any of the following forms of consideration $30.50 (the “Merger ConsiderationPer Share Value”):), without interest; provided, however, that if: (A) 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 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 non-assessable shares of Acquiror Common Stock equal to the product (rounded to the nearest ten-thousandth of a share) of (x) the Exchange Ratio and (y) one (1) minus the quotient obtained by dividing the Pro-Rated Cash Amount by the Per Share Value; (iii) for each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any Excluded Shares, with respect to which an election to receive shares only Acquiror Common Stock (a “Share Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.6 (collectivelyeach, a “Share Electing Company Share”) shall be converted into the right to receive 0.58775 validly issued, fully paid and non-assessable shares of Acquiror Common Stock (the “Exchange Ratio”); provided, however, that if: (A) the sum of (1) the product of the number of Share Electing Company Shares and the Exchange Ratio and (2) the product of the number of Mixed Consideration Electing Company Shares and the Mixed Election Share Consideration (such sum being the “Share Election Amount”) exceeds (B) an amount equal to the Exchange Ratio, multiplied by 0.80, multiplied by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time, other than Excluded Shares (the “Available Shares”), then each Share Electing Company Share shall instead be converted into the right to receive from TopCo the (I) a number of validly issued, fully paid and nonassessable TopCo non-assessable shares of Acquiror Common Shares as is Stock equal to 1.8716 the quotient (rounded to the nearest ten-thousandth of a share) determined by dividing (x) an amount equal to the number of Available Shares minus the product of the Mixed Election Share Consideration and the number of Mixed Consideration Electing Company Shares, by (y) the number of Share Electing Company Shares (such fraction being the “Pro-Rated Share Consideration” or the “Share Consideration RatioAmount”), with each TopCo Common and (II) an amount in cash, without interest, equal to the product (rounded to the nearest hundredth of a cent) of (x) the Per Share having attached to it Value and (y) one contingent consideration right, which shall represent (1) minus the right to receive a contingent payment in accordance with quotient obtained by dividing the terms and conditions of Pro-Rated Share Amount by the CCR Agreement (a “CCR”)Exchange Ratio; (iiiii) for each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any Excluded Shares, with respect to which an election to receive shares Acquiror Common Stock and cash (a “Mixed Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.6 (collectivelyeach, a “Mixed Consideration Electing Company Share”) shall be converted into the right to receive: (x) $6.10, without interest (the “Mixed Election SharesCash Consideration”), the right to receive from TopCo: and (Ay) the number of 0.4702 validly issued, fully paid and nonassessable TopCo shares of Acquiror Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and Stock (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Share Consideration”); and (iv) for each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than shares as Excluded Shares, with respect to which a no Cash Election, a Mixed Share Election or a Share Mixed Election has been validly properly made and not revoked (collectivelyeach, the a “Non-Election SharesElecting Company Share”), ) shall be converted into the right to receive from TopCo (x) an amount in cash, without interest, equal to the quotient (rounded to the nearest hundredth of a cent) determined by dividing (A) the amount, if any, by which (I) the Available Cash exceeds (II) the aggregate amount of cash (excluding cash payable in lieu of fractional shares) payable in respect of Cash Electing Company Shares, Share Electing Company Shares and Mixed Consideration Electing Company Shares (the amount of such excess, if any, the “Remaining Cash Amount”), by (B) the number of Non-Electing Company Shares, and (y) a number of validly issued, fully paid and non-assessable shares of Acquiror Common Stock equal to the quotient (rounded to the nearest ten-thousandth of a share) determined by dividing (A) the amount, if any, by which (I) the number of Available Shares exceeds (II) the aggregate number of shares (including fractional shares that would otherwise be payable in cash) deliverable in respect of Cash Electing Company Shares, Share Electing Company Shares and Mixed Consideration and/or Cash Consideration as is determined in accordance with Section 2.04Electing Company Shares (the amount of such excess, if any, the “Remaining Share Amount”), by (B) the number of Non-Electing Company Shares.

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 the Canceled any shares of Company Common Stock to be canceled pursuant to Section 1.6(b) and Dissenting Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Shares) shall will be canceled and extinguished and automatically converted into the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares shares of Parent’s Series B Convertible Perpetual Preferred Stock, par value $0.001 per share, with the terms attached hereto as is Exhibit B (the “Parent Series B Preferred Stock”), equal to 1.5274, with each TopCo Common Share having attached to it one CCR, the “Exchange Ratio” (as defined in Section 1.6(a)(ii)) and (B) cash $6.50 in an amount equal to $8.00 cash, without interest (collectively, the “Mixed Cash Portion” and together with the shares of Parent Series B Preferred Stock in the foregoing clause the “Merger Consideration”); (iii) for each , upon surrender of the certificate representing such share of Company Common Stock with respect in the manner provided in Section 1.7. No fraction of a share of Parent Series B Preferred Stock will be issued 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 Closing Date, as determined by 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 Parent Series B Preferred Stock and the Cash Portion in the immediately preceding sentence) as $39.00 in cash, without interest, in which an election case all references in this Agreement to receive cash (a the “Cash Election”Portion” of the Merger Consideration 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) has been validly made no party to this agreement shall have any obligation to consummate the Upstream Merger and any references to the Upstream Merger in this Agreement shall be deemed to be deleted, (ii) it will not revoked be intended that the Merger shall qualify as a reorganization described in Section 368(a) of the Code, and (collectivelyiii) the following provisions of this Agreement shall be deemed to be deleted: Section 5.15, Section 5.19, Section 6.2(e) and Section 6.3(f). (ii) For purposes of this Agreement, the “Cash Election Shares”), the right to receive in cash from TopCo an amount Exchange Ratio” shall be equal to $43.50 (the “Cash Consideration”0.08125 subject to adjustment as set forth in Section 1.6(f); and (iv) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined in accordance with Section 2.04.

Conversion of Company Common Stock. Each share of Company Common Stock Subject to Sections 2.1(d), 2.1(e) and 2.3, each issued and outstanding immediately share (other than shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares (as defined, and to the extent provided in, Section 2.1(e)) of Applera Corporation – Applied Biosystems Group Common Stock, par value $.01 per share (“Company Common Stock” or “Shares”), which prior to the Effective Time (other than and by virtue of the Canceled SharesCelera Separation will be the only class of common stock of the Company then outstanding, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Shares) shall thereupon be converted into and shall thereafter represent the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each Each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number combination of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares stock and cash (a “Mixed Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.2 (collectivelyeach, the a “Mixed Election SharesConsideration Electing Share”), ) and each Non-Electing Company Share (as that term is defined in Section 2.2(c) of this Agreement) shall be converted into the right to receive from TopCo: the combination (Awhich combination shall hereinafter be referred to as the “Mixed Consideration”) of (x) $17.10 in cash (the number “Per Share Cash Amount”) and (y) 0.4543 of a share of validly issued, fully paid and nonassessable TopCo non-assessable shares of Parent Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and Stock (B) cash in an amount equal to $8.00 (collectively, the “Mixed ConsiderationElection Stock Exchange Ratio”);, subject to adjustment in accordance with Section 2.1(d) of this Agreement. (iiiii) for each Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.2 (collectivelyeach, a “Cash Electing Company Share”) shall be converted (provided that the Available Cash Election Amount (as defined below) equals or exceeds the Cash Election Amount (as defined below)) into the right to receive $38.00 in cash without interest (the “Per Share Cash Election Consideration”); except that if (A) the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (B) the difference between (x) the product of the Per Share Cash Amount and the total number of shares of Company Common Stock (other than the Cancelled Shares, as such term is defined in Section 2.1(b) of this Agreement) issued and outstanding immediately prior to the Effective Time minus (y) the product of the number of Mixed Consideration Electing Shares (including any Non-Electing Company Shares) and the Per Share Cash Amount (such difference being the “Available Cash Election Amount”), then each Cash Electing Company Share shall be converted into a right to receive (1) an amount of cash (without interest) equal to the product of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction. (iii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) is properly made and not revoked or lost pursuant to Section 2.2 (each, a “Stock Electing Company Share”) shall be converted (provided that the Cash Election Amount equals or exceeds the Available Cash Election Amount), into the right to receive in cash from TopCo an amount equal to $43.50 0.8261 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Cash Exchange Ratio”), subject to adjustment in accordance with Section 2.1(d) (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.4(e), the “Stock Consideration”); and, except that if the Available Cash Election Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (1) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Electing Company Shares and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common stock equal to the product of (x) the Exchange Ratio and (y) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (1) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iv) for If the Twenty-Day VWAP is less than $46.00 per share of Parent Common Stock, the holder of each share of Company Common Stock other than shares as which is converted pursuant to which Section 2.1 into a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), the right to receive from TopCo any portion of the Merger Consideration in the form of shares of Parent Common Stock shall, in addition, receive an amount in cash without interest equal to the product of (x) the portion of a share of Parent Common Stock which such Share Consideration and/or Cash Consideration as is determined holder has a right to receive multiplied by (y) the lesser of (A) $46.00 minus the Twenty-Day VWAP and (B) $2.31. (v) As used in accordance with Section 2.04.this Agreement, the following terms shall have the following meanings:

Conversion of Company Common Stock. Each share of Company Common Stock Subject to Section 2.1(d) and 2.1(e), each issued and outstanding immediately prior to share of Class A Common Stock, no par value per share ("Class A Common Stock"), and each issued and outstanding share of Class B Common Stock, no par value per share ("Class B Common Stock"), in each case, of the Effective Time Company (together, Class A Common Stock and Class B Common Stock, "Company Common Stock" or "Shares") (other than shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares (as defined, and to the Canceled Sharesextent provided in, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g2.1(e), the Appraisal Shares) shall thereupon be converted into and shall thereafter represent the right to receive any of the following forms of consideration (the “"Merger Consideration”"): (i) for each Each share of Company Common Stock with respect to which an election to receive shares a combination of stock and cash (a “Share "Mixed Election”") has been validly effectively made and not revoked or lost pursuant to Section 2.2 (collectivelyeach, the “a "Mixed Consideration Electing Share") and each Non-Electing Company Share Election Shares”), (as that term is defined in Section 2.2(c) hereof) shall be converted into the right to receive from TopCo the number combination (which combination shall hereinafter be referred to as the "Mixed Consideration") of (x) $9.25 in cash (the "Per Share Cash Amount") and (y) 0.535 of a share of validly issued, fully paid and nonassessable TopCo non-assessable shares of Parent Common Shares as is equal to 1.8716 Stock (the “Share Consideration” or the “Share Consideration "Mixed Election Stock Exchange Ratio”"), with each TopCo Common Share having attached subject to it one contingent consideration right, which shall represent the right to receive a contingent payment adjustment in accordance with the terms and conditions of the CCR Agreement (a “CCR”Section 2.1(d);. (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each Each share of Company Common Stock with respect to which an election to receive cash (a “"Cash Election”") has been validly effectively made and not revoked or lost pursuant to Section 2.2 (collectivelyeach, a "Cash Electing Company Share") shall be converted (provided that the “Available Cash Election Shares”Amount (as defined below) equals or exceeds the Cash Election Amount (as defined below), ) into the right to receive $40.00 in cash from TopCo without interest (the "Per Share Cash Election Consideration"); if, however, (A) the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the "Cash Election Amount") exceeds (B) the difference between (x) the product of Per Share Cash Amount and the total number of shares of Company Common Stock (other than the Cancelled Shares, as such term is defined in Section 2.1(b) hereof) issued and outstanding immediately prior to the Effective Time minus (y) the product of the number of Mixed Consideration Electing Shares and the Per Share Cash Amount (such difference being the "Available Cash Election Amount"), then each Cash Electing Company Share shall be converted into a right to receive (1) an amount of cash (without interest) equal to $43.50 the product of (p) the “Per Share Cash Consideration”); andElection Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the "Cash Fraction") and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction. (iviii) for each Each share of Company Common Stock other than shares as with respect to which an election to receive stock consideration (a Cash "Stock Election, a Mixed Election or a Share Election has been validly ") is properly made and not revoked or lost pursuant to Section 2.2 (collectivelyeach, a "Stock Electing Company Share") shall be converted (provided that the “Non-Cash Election Shares”Amount equals or exceeds the Available Cash Election Amount), into the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined 0.7 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the "Exchange Ratio"), subject to adjustment in accordance with Section 2.042.1(d) (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.4(e), the "Stock Consideration"), however, if the Available Cash Election Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (1) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Electing Company Shares and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common stock equal to the product of (x) the Exchange Ratio and (y) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (1) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration.

Conversion of Company Common Stock. (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than the Canceled any Excluded Shares, the Subsidiary-Owned 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 2.4 (each, a "Cash Electing Company Shares and, except as provided in Section 2.01(g), the Appraisal SharesShare") shall be converted into the right to receive any 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) the product of the following forms number of consideration Cash Electing Company Shares and the Per Share Value and (B) 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 “Merger Consideration”):"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 non-assessable shares of Acquiror Common Stock equal to the product (rounded to the nearest ten-thousandth of a share) of (X) the Exchange Ratio and (Y) one (1) minus the quotient obtained by dividing the Pro-Rated Cash Amount by the Per Share Value; (iii) for each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any Excluded Shares, with respect to which an election to receive shares only Acquiror Common Stock (a “"Share Election”") has been validly effectively made and not revoked or lost pursuant to Section 2.4 (collectivelyeach, the “a "Share Election Shares”), Electing Company Share") shall be converted into the right to receive from TopCo a number of validly issued, fully paid and non-assessable shares of Acquiror Common Stock equal to: (x) the Per Share Value; divided by (y) Thirty-Five Dollars and Eighteen Cents ($35.18), rounded to the nearest ten-thousandth of a share (the "Exchange Ratio"); provided, however, that if: (A) the sum of (I) the product of the number of Share Electing Company Shares and the Exchange Ratio and (II) the product of the number of Mixed Consideration Electing Company Shares and the Mixed Election Share Consideration (such sum being the "Share Election Amount") exceeds (B) an amount equal to the Exchange Ratio, multiplied by 0.65, multiplied by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time, other than Excluded Shares (the "Available Shares"), then each Share Electing Company Share shall instead be converted into the right to receive (X) a number of validly issued, fully paid and non-assessable shares of Acquiror Common Stock equal to the quotient (rounded to the nearest ten-thousandth of a share) determined by dividing (p) an amount equal to the number of Available Shares minus the product of the Mixed Election Share Consideration and the number of Mixed Consideration Electing Company Shares, by (q) the number of Share Electing Company Shares (such fraction being the "Pro-Rated Share Amount"), and (Y) an amount in cash, without interest, equal to the product (rounded to the nearest hundredth of a cent) of (p) the Per Share Value and (q) one (1) minus the quotient obtained by dividing the Pro-Rated Share Amount by the Exchange Ratio; (iii) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any Excluded Shares, with respect to which an election to receive Acquiror Common Stock and cash (a "Mixed Election") has been effectively made and not revoked or lost pursuant to Section 2.4 (each, a "Mixed Consideration Electing Company Share") shall be converted into the right to receive: (x) an amount in cash equal to (A) the Per Share Value, multiplied by (B) 0.35, rounded to the nearest hundredth of a cent, without interest (the "Mixed Election Cash Consideration") and (y) a number of validly issued, fully paid and nonassessable TopCo shares of Acquiror Common Shares as is Stock equal to 1.8716 (A) the Exchange Ratio, multiplied by (B) 0.65, rounded to the nearest ten-thousandth of a share (the “"Mixed Election Share Consideration” or the “Share Consideration Ratio”"), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”);; and (iiiv) for each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than Excluded Shares, with respect to which an election to receive shares and cash (a “no Cash Election, Share Election or Mixed Election”) Election has been validly properly made and not revoked or lost pursuant to Section 2.4 (collectivelyeach, the “Mixed Election Shares”), a "Non-Electing Company Share") shall be converted into the right to receive from TopCo: (x) an amount in cash, without interest, equal to the quotient (rounded to the nearest hundredth of a cent) determined by dividing (A) the amount, if any, by which (I) the Available Cash exceeds (II) the aggregate amount of cash (excluding cash payable in lieu of fractional shares) payable in respect of Cash Electing Company Shares, Share Electing Company Shares and Mixed Consideration Electing Company Shares (the amount of such excess, if any, the "Remaining Cash Amount"), by (B) the number of Non-Electing Company Shares, and (y) a number of validly issued, fully paid and nonassessable TopCo non-assessable shares of Acquiror Common Shares as is Stock equal to 1.5274the quotient (rounded to the nearest ten-thousandth of a share) determined by dividing (A) the amount, with each TopCo Common if any, by which (I) the number of Available Shares exceeds (II) the aggregate number of shares (including fractional shares that would otherwise be payable in cash) deliverable in respect of Cash Electing Company Shares, Share having attached to it one CCRElecting Company Shares and Mixed Consideration Electing Company Shares (the amount of such excess, and if any, the "Remaining Share Amount"), by (B) cash the number of Non-Electing Company Shares; provided, in an amount equal to $8.00 (collectivelyeach case, that no fractional shares of Acquiror Common Stock shall be issued in the “Mixed Consideration”); (iii) for each share Merger. Each holder of Company Common Stock with respect who would otherwise be entitled to receive a fractional share of Acquiror Common Stock pursuant to this Section 2.1(a) shall instead be entitled to receive an amount in cash, without interest, rounded to the nearest whole cent, determined by multiplying the Acquiror Share Trading Price by the fractional share (rounded to the nearest ten-thousandth of a share) of Acquiror Common Stock to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectivelysuch former holder would otherwise be entitled. For the avoidance of doubt, the “Cash Election Shares”Exchange Ratio shall be 0.7604, except to the extent an adjustment thereto is required pursuant to Section 2.1(h) or as a result of an adjustment to the Per Share Value pursuant to Section 2.1(g), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined in accordance with Section 2.04.

Conversion of Company Common Stock. Each Subject to Sections 3.1(c) and 3.3, each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned shares of Company Shares and, except as provided Common Stock to be retired in accordance with Section 2.01(g3.1(a)), the Appraisal Shares) including each Right attached thereto, shall be converted into the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly effectively made and not revoked pursuant to Section 3.1(d) (collectively, the each a “Cash Election SharesElecting Share”), ) shall be converted into the right to receive $26.00 in cash from TopCo an amount equal to $43.50 without interest (the “Cash Consideration”); and. (ivii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) is properly made and not revoked pursuant to Section 3.1(d) (each a “Stock Electing Share” and, together with each Cash Electing Share, an “Electing Share”) shall be converted into the right to receive 0.8471 shares (the “Exchange Ratio”), subject to adjustment pursuant to Section 3.3), of validly issued, fully paid and non-assessable ordinary shares, par value NIS 0.10, of Parent, duly issued and credited as fully paid (collectively, the “Parent Ordinary Shares”) which will trade in the United States in the form of American Depositary Shares (“Parent ADSs”), evidenced by American Depositary Receipts (“Parent ADRs”) (such Parent ADSs, together with any cash in lieu of fractional Parent ADSs to be paid pursuant to Section 3.2(f), the “Stock Consideration”). Each Parent ADS represents one Parent Ordinary Share. (iii) Each share of Company Common Stock with respect to which no Cash Election or Stock Election is properly made (or if made, has been revoked) (each, a “Non-Electing Share”) shall be converted into the right to receive the Cash Consideration or the Stock Consideration as determined in accordance with Section 3.1(c) below. As of the Effective Time, each share of Company Common Stock shall no longer be outstanding and shall automatically be retired and shall cease to be outstanding, and each holder of a certificate representing any such share(s) of Company Common Stock (a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive upon the surrender of such certificates (for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, previously represented thereby) the “Non-Election Shares”), the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined in accordance with Section 2.04Merger 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, Company, Merger Sub or the holder of any of the following securities: (a) Subject to Section 2.4(e), each share of Company Class A Common Stock Stock, par value $0.01 (“Company Class A Common Stock”) and each share of Company Class B Non-Voting Common Stock, par value $0.01 (“Company Class B Non-Voting Common Stock” and, together with the Company Class A Common Stock, “Company Common Stock”), in each case, issued and outstanding immediately prior to the Effective Time Time, except for (1) shares of Company Common Stock owned by Company as treasury stock or otherwise owned by Company or Parent (in each case other than shares of Company Common Stock (x) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the Canceled like, or otherwise held in a fiduciary, custodial or agency capacity or (y) held, directly or indirectly, in respect of debts previously contracted ((x) and (y), collectively, the “Exception Shares”)) and (2) Dissenting Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Shares) shall be converted converted, in accordance with the procedures set forth in this Agreement, into the right to receive any of the following forms of consideration (the “Merger Consideration”):receive, without interest: (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for For each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly effectively made and not revoked or deemed revoked pursuant to Section 2.2 (collectively, the “Cash Election Shares”), the right to receive an amount in cash from TopCo an amount equal to $43.50 the Per Share Cash Consideration (the “Cash Consideration”); (ii) For each share of Company Common Stock with respect to which an election to receive Parent Common Stock (a “Stock Election”) has been effectively made and not revoked or deemed revoked pursuant to Section 2.2 (collectively, the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of the common stock, par value $0.625 per share, of Parent (the “Parent Common Stock”) equal to the Exchange Ratio (the “Stock Consideration”); and (iviii) for For each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly effectively made and not revoked pursuant to Section 2.2 (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Stock Consideration and/or or Cash Consideration as is determined in accordance with Section 2.042.1. (b) For purposes of this Agreement, the following terms shall have the following meanings:

Conversion of Company Common Stock. Each Subject to Section 2.02 and Section 2.04, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided shares to be canceled in accordance with Section 2.01(g2.01(b), the Appraisal Shares) shall be converted into the right to receive any of the following forms of consideration (the “Merger Consideration”):consideration: (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly properly made and not revoked pursuant to Section 2.03 (collectivelyeach, a “Cash Electing Share”) shall be converted into the right to receive an amount in cash, without interest, equal to $38.00 (the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and. (ivii) for each Each share of Company Common Stock other than shares as with respect to which an election to receive stock consideration (a Cash “Stock Election, a Mixed Election or a Share Election ”) has been validly properly made and not revoked pursuant to Section 2.03 (collectivelyeach, the a “Non-Election SharesStock Electing Share”), ) shall be converted into the right to receive from TopCo a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Election Consideration” and, together with the Cash Election Consideration, the “Merger Consideration”). (iii) All such Share shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate (or evidence of shares in book-entry form) that immediately prior to the Effective Time represented any such shares of Company Common Stock (each, a “Certificate”) shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration and/or Cash Consideration as is determined and any cash in lieu of fractional shares of Parent Common Stock to be issued or 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 2.042.02, 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 (whether by merger, consolidation, conversion or otherwise), or there occurs a record date with respect to any of the foregoing, 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 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.

Conversion of Company Common Stock. (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, except for Dissenters’ Shares or shares of Company Common Stock owned by the Company or Acquiror (in each case other than shares of Company Common Stock held in any Company Benefit Plan or related trust accounts or otherwise held in a fiduciary or agency capacity or as a result of debts previously contracted) (the “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 converted into the right to receive $117.74 (the “Per Share Value”), without interest; provided, however, that if: (A) 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 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 non-assessable shares of Acquiror Common Stock equal to the product (rounded to the nearest ten-thousandth of a share) of (x) the Exchange Ratio and (y) one (1) minus the quotient obtained by dividing the Pro-Rated Cash Amount by the Per Share Value; (ii) Subject to any adjustment pursuant to Section 2.4, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any Excluded Shares, with respect to which an election to receive only Acquiror Common Stock (a “Share Election”) has been effectively made and not revoked or lost pursuant to Section 2.10 (each, a “Share Electing Company Share”) shall be converted into the right to receive 5.7294 validly issued, fully paid and non-assessable shares of Acquiror Common Stock (the “Exchange Ratio”); provided, however, that if: (A) the sum of (1) the product of the number of Share Electing Company Shares and the Exchange Ratio and (2) the product of the number of Mixed Consideration Electing Company Shares and the Mixed Election Share Consideration exceeds (B) an amount equal to the Exchange Ratio multiplied by the product of the Stock Percentage and the Outstanding Company Shares, other than Excluded Shares (the “Available Shares”), then each Share Electing Company Share shall instead be converted into the right to receive (I) a number of validly issued, fully paid and non-assessable shares of Acquiror Common Stock equal to the quotient (rounded to the nearest ten-thousandth of a share) determined by dividing (x) an amount equal to the number of Available Shares minus the product of the Mixed Election Share Consideration and the number of Mixed Consideration Electing Company Shares, by (y) the number of Share Electing Company Shares (such fraction being the “Pro-Rated Share Amount”), and (II) an amount in cash, without interest, equal to the product (rounded to the nearest hundredth of a cent) of (x) the Per Share Value and (y) one (1) minus the quotient obtained by dividing the Pro-Rated Share Amount by the Exchange Ratio; (iii) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (Time, other than the Canceled any Excluded Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Shares) shall be converted into the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Acquiror Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.10 (collectivelyeach, a “Mixed Consideration Electing Company Share”) shall be converted into the right to receive: (x) $34.55, without interest (the “Mixed Election SharesCash Consideration”), the right to receive from TopCo: and (Ay) the number of 4.0481 validly issued, fully paid and nonassessable TopCo shares of Acquiror Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and Stock (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Share Consideration”); and (iv) for each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than shares as Excluded Shares, with respect to which a no Cash Election, a Mixed Share Election or a Share Mixed Election has been validly properly made and not revoked or lost pursuant to Section 2.10 (collectivelyeach, the a “Non-Election SharesElecting Company Share”), ) shall be converted into the right to receive from TopCo such (x) an amount in cash, without interest, equal to the quotient (rounded to the nearest hundredth of a cent) determined by dividing (A) the amount, if any, by which (I) the Available Cash exceeds (II) the aggregate amount of cash (excluding cash payable in lieu of fractional shares) payable in respect of Cash Electing Company Shares, Share Electing Company Shares and Mixed Consideration and/or Electing Company Shares, by (B) the number of Non-Electing Company Shares, and (y) a number of validly issued, fully paid and non-assessable shares of Acquiror Common Stock equal to the quotient (rounded to the nearest ten-thousandth of a share) determined by dividing (A) the amount, if any, by which (I) the number of Available Shares exceeds (II) the aggregate number of shares (including fractional shares that would otherwise be payable in cash) deliverable in respect of Cash Electing Company Shares, Share Electing Company Shares and Mixed Consideration as is determined in accordance with Section 2.04Electing Company Shares, by (B) the number of Non-Electing Company Shares.

Conversion of Company Common Stock. Each Subject to the provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Sharesshares cancelled and retired or converted pursuant to Section 2.1(a), the Subsidiary-Owned Company and other than Dissenting Shares and, except (as provided defined in Section 2.01(g2.6), the Appraisal Shares) shall be converted converted, at the election of the holder thereof, in accordance with the procedures set forth in Section 2.4 and subject to Sections 2.2 and 2.5, into the right to receive any of the following forms of consideration (the “Merger Consideration”):following, without interest: (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) cash has been validly effectively made and not revoked or lost, pursuant to Section 2.4 (a “Cash Election” and collectively, the “Share Cash Election Shares”), the right to receive in cash from TopCo Newco, without interest, the number amount of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 $36.00 (the “Share Cash Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) Newco Common Stock has been validly effectively made and not revoked or lost, pursuant to Section 2.4 (a “Stock Election” and collectively, the “Mixed Stock Election Shares”), the right to receive from TopCo: (A) Newco 3.6 shares, or if the Conversion Price Per Share is not $10.00 then such other number of validly issued, fully paid and nonassessable TopCo Common Shares shares as is equal to 1.5274, with each TopCo Common 36 divided by the Conversion Price Per Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election SharesExchange Ratio”), the right to receive in cash from TopCo an amount equal to $43.50 of Newco Common Stock (the “Cash Stock Consideration”); and (iviii) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly effectively made and not revoked revoked, pursuant to Section 2.4 (collectively, the “Non-Election Shares”), the right to receive from TopCo Newco such Share Stock Consideration and/or or Cash Consideration Consideration, as is determined in accordance with Section 2.042.2(b). The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration”. For purposes of this Agreement, references to Company Common Stock shall be deemed to include, where appropriate, references to the right to receive shares of Company Series A Junior Participating Preferred Stock pursuant to the Rights Agreement, dated as of May 24, 1999, as amended between Company and American Stock Transfer & Trust Company (“AST”) (the “Company Rights Agreement”).

Conversion of Company Common Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Holdco, Company or the holder of any of the following securities: (a) Subject to Section 2.3(e), each share of the common stock, par value $1.00 per share, of Company Common Stock issued and outstanding immediately prior to the Effective Time (the “Company Common Stock”) (except for (x) shares of Company Common Stock owned by Company as treasury stock or owned by Company or Parent (in each case other than shares of Company Common Stock (A) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the Canceled Shareslike, or otherwise held in a fiduciary or agency capacity or (B) held, directly or indirectly, in respect of a debt previously contracted (collectively, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g“Exception Shares”), the Appraisal ) and (y) Dissenting Shares) shall be converted converted, in accordance with the procedures set forth in this Agreement, into the right to receive any receive, at the election of the following forms holder thereof as provided in and subject to the provisions of consideration (Section 2.3, the “Merger Consideration”):following: (i) for each share of Company Common Stock with respect to which an election to receive shares common shares, without nominal or par value, of Parent (a the “Share ElectionParent Common Shares”) has been validly effectively made and not revoked or lost pursuant to Section 2.3 (collectively, the a “Share Election SharesStock Election”), the right to receive from TopCo the Parent a number of validly issued, fully paid and nonassessable TopCo Parent Common Shares as is equal to 1.8716 the Exchange Ratio (the “Per Share Stock Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.3 (collectively, the a “Mixed Election SharesCash Election”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is Holdco an amount in cash equal to 1.5274, with each TopCo Common the Per Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 Amount (the “Per Share Cash Consideration”); and (iviii) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly effectively made and not revoked (collectively, the “Non-Election Shares”)or lost pursuant to Section 2.3, the right to receive from TopCo Parent and/or Holdco such Per Share Stock Consideration and/or Per Share Cash Consideration as is determined in accordance with Section 2.042.3(f). (b) All the shares of Company Common Stock converted into the right to receive the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (each, an “Old Certificate”, it being understood that any reference herein to “Old Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Company Common Stock) previously representing any such shares of Company Common Stock shall thereafter represent only the right to receive (i) the Merger Consideration, (ii) cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate have been converted into the right to receive pursuant to this Section 1.5 and Section 2.4, without any interest thereon, and (iii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.4. If, prior to the Effective Time, the outstanding Parent Common Shares shall have been increased, decreased, or changed into or exchanged for a different number or kind of shares or securities, in any such case as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar change in capitalization, or there shall be any extraordinary dividend or distribution, an appropriate and proportionate adjustment shall be made to the Aggregate Parent Share Amount to give holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such event. (c) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of Company Common Stock that are owned by Company or Parent (in each case other than the Exception Shares) shall be cancelled and shall cease to exist and neither the Merger Consideration nor any other consideration shall be delivered in exchange therefor. (d) For purposes of this Agreement, the following terms shall have the following meanings:

Conversion of Company Common Stock. Each Subject to the other provisions of Article II, each share of Company Common Stock issued and outstanding immediately prior to or upon the Effective Time Time, including shares of Company Common Stock that are deemed to be outstanding with respect to Company Electing Awards pursuant to Section 2.5, but excluding any Cancelled Shares or Dissenting Shares (other than the Canceled Sharesas defined herein) (each, the Subsidiary-Owned a “Company Shares and, except as provided in Section 2.01(gShare”), the Appraisal Shares) shall be converted automatically into and shall thereafter represent the right to receive any of the following forms of consideration (collectively, the “Merger Consideration”): (iA) for each share of Company Common Stock Share with respect to which an election to receive shares a Stock Election (a “Share Election”as defined herein) has been validly made and not revoked pursuant to Section 2.3 (collectively, the “Share Stock Election Shares”), the right to receive from TopCo Parent the number fraction of a share of validly issued, fully paid and nonassessable TopCo Parent Common Shares Stock as is equal to 1.8716 the Exchange Ratio (collectively, the “Share Stock Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (iiB) for each share of Company Common Stock Share with respect to which an election to receive shares and cash a Cash Election (a “Mixed Election”as defined herein) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right pursuant to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked Section 2.3 (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo Parent an amount equal to $43.50 the Per Share Amount (collectively, the “Cash Consideration”); and (ivC) for each share of Company Common Stock Share other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly made and not revoked pursuant to Section 2.3 (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Consideration and/or Cash Parent the Merger Consideration as is determined in accordance with Section 2.042.2. (D) Definitions:

Conversion of Company Common Stock. Each (i) Subject to Section 2.2, at the Effective Time, each share of Company Common Stock (other than shares to be canceled in accordance with Section 2.1(a)) issued and outstanding immediately prior to the Effective Time (the "Effective Time Company Common Shares") shall be automatically converted ------------------------------------ into the right to receive at the election of the holder thereof, one of the following (subject to the limitations and adjustments set forth in Section 2.1(f), the "Merger Consideration"): -------------------- (A) for each such share of Company Common Stock for which an election to receive cash has been made (a "Cash Election"), the right ------------- to receive the Per Share Equity Price plus the Additional Amount (as defined in Section 2.1(c)) (the "Cash Consideration"), upon surrender ------------------ of the certificate representing such share of Company Common Stock in the manner provided in Section 2.2; and (B) for each such share of Company Common Stock for which no Cash Election has been made, the right to receive that number of shares of common stock, $0.06 par value per share, of the Parent ("Parent ------ Common Stock") equal to (1) the sum of (x) the Per Share Equity Price ------------ plus (y) the Additional Amount, (2) divided by the Average Parent Share Price (as defined in Section 2.1(b)(iv)) (the "Stock Consideration"), ------------------- upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.2. The parties hereto understand and agree that all or any portion of the Stock Consideration may consist of shares of Parent Common Stock (i) acquired by Parent through acquisitions on the open market, in privately negotiated acquisitions or otherwise and/or (ii) issued in one or more original issuances, issuances of shares held in treasury or otherwise; provided, -------- however, that this sentence shall not limit the obligations of the ------- parties pursuant to Section 1.2(a). (ii) As of the Effective Time, all shares of Company Common Stock converted pursuant hereto shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration pursuant to this Section 2.1(b) upon surrender of such certificate in accordance with Section 2.2, without interest except as specifically provided for in Sections 2.1(b) and 2.1(c). (iii) For purposes of this Article II: "Equity Price" shall mean ------------ $1,980,000,000 (the "Base Price;" provided however, that if the sum of the ---------- -------- ------- Designated Payments is less than $70 million the term "Base Price" shall automatically be increased by such difference) less the amount of Designated Payments (as defined below) in excess of $70,000,000; "Designated Payments" ------------------- shall mean the amounts paid or payable by the Company and its Subsidiaries and S Sub (x) to certain officers and employees of the Company and (y) in satisfaction of the professional fees and expenses paid or payable by the Company and S Sub pursuant to Section 9.3, in each case as described in Section 2.1(b)(iii) of the Company Disclosure Schedule (as defined below); "Per Share Equity Price" shall ---------------------- mean the Equity Price divided by the Effective Time Outstanding Share Amount; ------- "Effective Time Outstanding Share Amount" shall mean the number of shares of --------------------------------------- Company Common Stock issued and outstanding immediately prior to the Effective Time determined on a fully diluted basis, assuming the conversion of outstanding shares of Company Preferred Stock (other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided defined in Section 2.01(g2.1(d)), the Appraisal Shares) shall be converted into the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo plus the number of validly issued, fully paid and nonassessable TopCo shares of Class A Common Shares as is equal Stock into which the TNG Interest would be exchangeable pursuant to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions provisions of the CCR Exchange Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect referred to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”)Section 2.3 below; and (iv) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined in accordance with Section 2.04.

Conversion of Company Common Stock. Each Subject to the provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided in shares cancelled and retired pursuant to Section 2.01(g), the Appraisal Shares2.1(b) hereof) shall be converted converted, at the election of the holder thereof, in accordance with the procedures set forth in Section 2.4 below and subject to Sections 2.2 and 2.5, into the right to receive any of the following forms of consideration (the “Merger Consideration”):following, without interest: (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) cash has been validly effectively made and not revoked or lost, pursuant to Section 2.4 (collectively, the “Share Election Shares”a "CASH ELECTION"), the right to receive in cash from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is Parent an amount equal to 1.8716 the Per Share Amount (as defined in Section 2.1(d)) (the “Share Consideration” or the “Share Consideration Ratio”)"CASH CONSIDERATION") (collectively, with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”"CASH ELECTION SHARES"); (ii) for each share of Company Common Stock with respect to which an election to receive shares common stock, par value $5.00 per share, of Parent (together with the rights attached thereto issued pursuant to that certain Rights Agreement, dated May 15, 2000, as amended, as it may be further amended, supplemented, restated or replaced from time to time (the "PARENT RIGHTS AGREEMENT"), between Parent and cash Computershare Investor Services, LLC, as Rights Agent (a “Mixed Election”"PARENT COMMON STOCK") has been validly effectively made and not revoked or lost, pursuant to Section 2.4 (collectively, the “Mixed Election Shares”a "STOCK ELECTION"), the right to receive from TopCo: (A) Parent the number fraction of validly issued, fully paid and nonassessable TopCo a share of Parent Common Shares Stock as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and the Exchange Ratio (Bas defined in Section 2.1(d)) cash in an amount equal to $8.00 (the "STOCK CONSIDERATION") (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”"STOCK ELECTION SHARES"); and (iviii) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly effectively made and not revoked or lost, pursuant to Section 2.4 (collectively, the “Non"NON-Election Shares”ELECTION SHARES"), the right to receive from TopCo Parent such Share Stock Consideration and/or Cash Consideration as is determined in accordance with Section 2.042.2(b). Each share of Company Common Stock owned by Parent or a Subsidiary (as defined under Section 8.3) of Parent or of the Company shall be converted pursuant to the Merger as provided in Section 2.1(c) and Section 2.2. Notwithstanding Section 2.1(c) and Section 2.2, each share of Company Common Stock owned by Parent or a Subsidiary of Parent or the Company shall be converted into Parent Common Stock (as defined below).

Conversion of Company Common Stock. Each share of Company Common Stock Subject to Sections 2.1(d), 2.1(e) and 2.3, each issued and outstanding immediately share (other than shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares (as defined, and to the extent provided in, Section 2.1(e)) of Applera Corporation—Applied Biosystems Group Common Stock, par value $.01 per share (“Company Common Stock” or “Shares”), which prior to the Effective Time (other than and by virtue of the Canceled SharesCelera Separation will be the only class of common stock of the Company then outstanding, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Shares) shall thereupon be converted into and shall thereafter represent the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each Each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number combination of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares stock and cash (a “Mixed Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.2 (collectivelyeach, the a “Mixed Election SharesConsideration Electing Share”), ) and each Non-Electing Company Share (as that term is defined in Section 2.2(c) of this Agreement) shall be converted into the right to receive from TopCo: the combination (Awhich combination shall hereinafter be referred to as the “Mixed Consideration”) of (x) $17.10 in cash (the number “Per Share Cash Amount”) and (y) 0.4543 of a share of validly issued, fully paid and nonassessable TopCo non-assessable shares of Parent Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and Stock (B) cash in an amount equal to $8.00 (collectively, the “Mixed ConsiderationElection Stock Exchange Ratio”);, subject to adjustment in accordance with Section 2.1(d) of this Agreement. (iiiii) for each Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.2 (collectivelyeach, a “Cash Electing Company Share”) shall be converted (provided that the Available Cash Election Amount (as defined below) equals or exceeds the Cash Election Amount (as defined below)) into the right to receive $38.00 in cash without interest (the “Per Share Cash Election Consideration”); except that if (A) the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (B) the difference between (x) the product of the Per Share Cash Amount and the total number of shares of Company Common Stock (other than the Cancelled Shares, as such term is defined in Section 2.1(b) of this Agreement) issued and outstanding immediately prior to the Effective Time minus (y) the product of the number of Mixed Consideration Electing Shares (including any Non-Electing Company Shares) and the Per Share Cash Amount (such difference being the “Available Cash Election Amount”), then each Cash Electing Company Share shall be converted into a right to receive (1) an amount of cash (without interest) equal to the product of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction. (iii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) is properly made and not revoked or lost pursuant to Section 2.2 (each, a “Stock Electing Company Share”) shall be converted (provided that the Cash Election Amount equals or exceeds the Available Cash Election Amount), into the right to receive in cash from TopCo an amount equal to $43.50 0.8261 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Cash Exchange Ratio“), subject to adjustment in accordance with Section 2.1(d) (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.3(e), the “Stock Consideration”); and, except that if the Available Cash Election Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (1) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Electing Company Shares and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common stock equal to the product of (x) the Exchange Ratio and (y) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (1) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iv) for If the Twenty-Day VWAP is less than $46.00 per share of Parent Common Stock, the holder of each share of Company Common Stock other than shares as which is converted pursuant to which Section 2.1 into a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), the right to receive from TopCo any portion of the Merger Consideration in the form of shares of Parent Common Stock shall, in addition, receive an amount in cash without interest equal to the product of (x) the portion of a share of Parent Common Stock which such Share Consideration and/or Cash Consideration as is determined holder has a right to receive multiplied by (y) the lesser of (A) $46.00 minus the Twenty-Day VWAP and (B) $2.31. (v) As used in accordance with Section 2.04.this Agreement, the following terms shall have the following meanings:

Conversion of Company Common Stock. Each At the Effective Time, by virtue of the Company Merger: (a) Subject to the provisions of Sections 1.7(c), (d) and (e), each share of Company Common Stock issued and that is outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned excluding any Dissenting Shares and any shares of Company Shares and, except as provided in Common Stock canceled or to remain outstanding pursuant to Section 2.01(g1.7(e), the Appraisal Shares) shall be converted into converted, at the right to receive any election of the following forms holder thereof in accordance with the procedures set forth herein, into one of consideration (the “Merger Consideration”):following: (i) for each such share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) Holdco Common Stock has been validly effectively made and not revoked pursuant to Section 1.7(b) (collectively, the “Share Election Shares”a "Stock Election"), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 0.9404 shares (the “Share "Exchange Ratio") of Holdco Common Stock (the "Stock Consideration” or the “Share Consideration Ratio”"), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”);; and (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each such share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly effectively made and not revoked pursuant to Section 1.7(b) (collectively, the “a "Cash Election Shares”Election"), the right to receive in cash from TopCo an amount equal to $43.50 66.00 per share (the “"Per Share Amount") in cash, without interest (the "Cash Consideration”"); and. (ivb) for each share Each person who, at the Effective Time, is a record holder of shares of Company Common Stock (other than holders of shares of Company Common Stock to be canceled or to remain outstanding as set forth in Section 1.7(e) or Dissenting Shares) shall have the right to which a Cash Election, a Mixed submit an Election or a Share Election has been validly made and not revoked (collectively, Form specifying the “Non-Election Shares”), number of shares of Company Common Stock that such person desires to have converted into the right to receive from TopCo Holdco Common Stock pursuant to a Stock Election, and the number of shares of Company Common Stock that such Share Consideration and/or person desires to have converted into the right to receive the Cash Consideration as is determined pursuant to a Cash Election. Any such record holder who fails properly to submit an Election Form on or prior to the Election Deadline in accordance with the procedures set forth in Section 2.041.8(b) shall be deemed to have made a Cash Election. (c) In the event the total number of Cash Elections (including any deemed Cash Elections as provided for in Section 1.7(b)) would require aggregate Cash Consideration in excess of the Maximum Cash Consideration (as defined below), such Cash Elections shall be subject to proration as follows: for each Cash Election made by the holder of shares of Company Common Stock, the number of shares of Company Common Stock that shall be converted into the right to receive the Cash Consideration shall be the total number of shares of Company Common Stock subject to such Cash Election multiplied by the Cash Proration Factor. The

Conversion of Company Common Stock. Each Subject to the provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Sharesshares cancelled and retired pursuant to Section 2.1(a) hereof, the Subsidiary-Owned Company and other than Dissenting Shares and, except (as provided defined in Section 2.01(g2.4), the Appraisal Shares) shall be converted converted, at the election of the holder thereof, in accordance with the procedures set forth in Section 2.5 below and subject to Section 2.3, into the right to receive any of the following forms of consideration (the “Merger Consideration”):following, without interest: (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) cash has been validly effectively made and not revoked or lost pursuant to Section 2.5 (collectively, the “Share Election Shares”a "CASH ELECTION"), the right to receive in cash from TopCo the number of validly issuedParent, fully paid and nonassessable TopCo Common Shares as is without interest, an amount equal to 1.8716 $36.00 (the “Share Consideration” or the “Share Consideration Ratio”)"CASH CONSIDERATION") (collectively, with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”"CASH ELECTION SHARES"); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash common stock, par value $0.01 per share, of Parent (a “Mixed Election”"PARENT COMMON STOCK") has been validly effectively made and not revoked or lost pursuant to Section 2.5 (collectively, the “Mixed Election Shares”a "STOCK ELECTION"), the right to receive from TopCo: Parent 1.00 (Athe "EXCHANGE RATIO") share of Parent Common Stock (the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B"STOCK CONSIDERATION") cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”"STOCK ELECTION SHARES"); and (iviii) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly effectively made and not revoked (collectively, the “Nonor lost pursuant to Section 2.5 ( "NON-Election Shares”ELECTION SHARES"), the right to receive from TopCo Parent such Share Stock Consideration and/or Cash Consideration as is determined in accordance with Section 2.042.3(c). The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the "MERGER CONSIDERATION." Upon such conversion, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Company Stock Certificate (as defined in Section 2.5(d)) shall thereafter represent the right to receive the Merger Consideration, cash for fractional shares in accordance with Section 2.5(l) and any dividends or other distributions pursuant to Section 2.5(k) upon the surrender of the Company Stock Certificate in accordance with the terms hereof.

Conversion of Company Common Stock. Each Subject to Section 2.1(e), Section 2.5, Section 2.6, Section 2.7(f) and Section 2.8, each issued and outstanding share of Company Common Stock issued (including Restricted Stock but excluding the Cancelled Shares and outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Dissenting Shares) shall thereupon be converted automatically, in accordance with the procedures set forth in this Agreement, into the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall thereafter represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”);following, without interest: (iii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for For each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly effectively made and not revoked or deemed revoked pursuant to Section 2.6 (collectively, the “Cash Election Shares”), the right to receive an amount in cash from TopCo an amount equal to $43.50 the Per Share Cash Consideration (the “Cash Consideration”); and; (ivii) for For each share of Company Common Stock with respect to which an election to receive Parent Common Stock (a “Stock Election”) has been effectively made and not revoked or deemed revoked pursuant to Section 2.6 (collectively, the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration”); (iii) For each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly effectively made and not revoked or deemed revoked pursuant to Section 2.6 (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Stock Consideration and/or or Cash Consideration as is determined in accordance with Section 2.042.5. The Exchange Ratio shall be determined using the closing sale price, rounded to the nearest one tenthousandth, of Parent Common Stock on the NYSE as reported by The Wall Street Journal for the last Business Day preceding the date of this Agreement. (iv) Notwithstanding anything to the contrary in this Article II, if Parent shall make an Alternative Funding Election and the Closing occurs during the Alternative Funding Election Period in accordance with Section 2.1(e), then for each share of Company Common Stock an amount in cash equal to the Per Share Cash Consideration; (v) For purposes of this Agreement, the following terms shall have the following meanings:

Conversion of Company Common Stock. Each Subject to Section 2.1(e), Section 2.5, Section 2.6, Section 2.7(f) and Section 2.8, each issued and outstanding share of Company Common Stock issued (including Restricted Stock but excluding the Cancelled Shares and outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Dissenting Shares) shall thereupon be converted automatically, in accordance with the procedures set forth in this Agreement, into the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall thereafter represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”);following, without interest: (iii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for For each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly effectively made and not revoked or deemed revoked pursuant to Section 2.6 (collectively, the “Cash Election Shares”), the right to receive an amount in cash from TopCo an amount equal to $43.50 the Per Share Cash Consideration (the “Cash Consideration”); and; (ivii) for For each share of Company Common Stock with respect to which an election to receive Parent Common Stock (a “Stock Election”) has been effectively made and not revoked or deemed revoked pursuant to Section 2.6 (collectively, the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration”); (iii) For each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly effectively made and not revoked or deemed revoked pursuant to Section 2.6 (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Stock Consideration and/or or Cash Consideration as is determined in accordance with Section 2.042.5. The Exchange Ratio shall be determined using the closing sale price, rounded to the nearest one tenthousandth, of Parent Common Stock on the NYSE as reported by The Wall Street Journal for the last Business Day preceding the date of this Agreement. (iv) Notwithstanding anything to the contrary in this Article II, if Parent shall make an Alternative Funding Election and the Closing occurs during the Alternative Funding Election Period in accordance with Section 2.1(e), then for each share of Company Common Stock an amount in cash equal to the Per Share Cash Consideration;

Conversion of Company Common Stock. At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any party or the holder of any Company Common Stock: (i) Each share of Company Common Stock that is owned by Parent, Merger Sub, NewCo or the Company (as treasury stock or otherwise) or any of their respective direct or indirect wholly owned Subsidiaries (“Excluded Shares”) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (ii) Each share of Company Common Stock (other than Excluded Shares and Dissenting Shares) issued and outstanding immediately prior to the First Merger Effective Time (other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Shares) shall be converted into the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash has been effectively made and not revoked or deemed revoked pursuant to Section 2.8 and Section 2.9 (a “Cash Election”Election Share” ), shall be cancelled and exchanged for the right to receive: (A) has been validly made an amount in cash equal to the Per Share Merger Value; (B) an amount in cash equal to the product of (1) $10.00 and not revoked (2) a number of shares of Parent Common Stock equal to the quotient obtained by dividing (x) 3,875,000 by (y) the Fully Diluted Share Number (collectively, the “Cash Election Shares”(A) and (B), the right to receive in cash from TopCo an amount “Per Share Cash Consideration” ); (C) a number of New Parent Warrants equal to $43.50 the quotient obtained by dividing (x) 4,100,000 by (y) the Fully Diluted Share Number; and (D) such holder’s Pro Rata Share of certain payments under the Tax Receivables Agreement, subject to the terms and conditions set forth therein (collectively, (A) through (D), the “Per Share Total Cash Consideration”); and (iviii) for each Each share of Company Common Stock (other than Excluded Shares, Dissenting Shares and Cash Election Shares) issued and outstanding immediately prior to the First Merger Effective Time shall be cancelled and exchanged for the right to receive: (A) a number of shares as of Parent Common Stock equal to which the quotient obtained by dividing (x) the Per Share Merger Value by (y) $10.00 (the “Per Share Stock Consideration”).; (B) a Cash Electionnumber of shares of Parent Common Stock equal to the quotient obtained by dividing (x) 3,875,000 by (y) the Fully Diluted Share Number; (C) a number of New Parent Warrants equal to the quotient obtained by dividing (x) 4,100,000 by (y) the Fully Diluted Share Number; and (D) such holder’s Pro Rata Share of certain payments under the Tax Receivables Agreement, a Mixed Election or a Share Election has been validly made subject to the terms and not revoked conditions set forth therein (collectively, the “Non-Election Shares”(A) through (D), the right to receive from TopCo such “Per Share Consideration and/or Cash Consideration as is determined in accordance with Section 2.04.Total Stock Consideration”)

Conversion of Company Common Stock. Each share of Company Common Stock Subject to Section 2.1(d) and 2.1(e), each issued and outstanding immediately prior to share of Class A Common Stock, no par value per share (“Class A Common Stock”), and each issued and outstanding share of Class B Common Stock, no par value per share (“Class B Common Stock”), in each case, of the Effective Time Company (together, Class A Common Stock and Class B Common Stock, “Company Common Stock” or “Shares”) (other than shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares (as defined, and to the Canceled Sharesextent provided in, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g2.1(e), the Appraisal Shares) shall thereupon be converted into and shall thereafter represent the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each Each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number combination of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares stock and cash (a “Mixed Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.2 (collectivelyeach, the a “Mixed Election SharesConsideration Electing Share”), ) and each Non-Electing Company Share (as that term is defined in Section 2.2(c) hereof) shall be converted into the right to receive from TopCo: the combination (Awhich combination shall hereinafter be referred to as the “Mixed Consideration”) of (x) $9.25 in cash (the number “Per Share Cash Amount”) and (y) 0.535 of a share of validly issued, fully paid and nonassessable TopCo non-assessable shares of Parent Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and Stock (B) cash in an amount equal to $8.00 (collectively, the “Mixed ConsiderationElection Stock Exchange Ratio”);, subject to adjustment in accordance with Section 2.1(d). (iiiii) for each Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.2 (collectivelyeach, a “Cash Electing Company Share”) shall be converted (provided that the Available Cash Election Amount (as defined below) equals or exceeds the Cash Election Amount (as defined below)) into the right to receive $40.00 in cash without interest (the “Per Share Cash Election Consideration”); if, however, (A) the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (B) the difference between (x) the product of Per Share Cash Amount and the total number of shares of Company Common Stock (other than the Cancelled Shares, as such term is defined in Section 2.1(b) hereof) issued and outstanding immediately prior to the Effective Time minus (y) the product of the number of Mixed Consideration Electing Shares and the Per Share Cash Amount (such difference being the “Available Cash Election Amount”), the then each Cash Electing Company Share shall be converted into a right to receive in cash from TopCo (1) an amount of cash (without interest) equal to $43.50 the product of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash ConsiderationFraction”); and) and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction. (iviii) for each Each share of Company Common Stock other than shares as with respect to which an election to receive stock consideration (a Cash “Stock Election, a Mixed Election or a Share Election has been validly ”) is properly made and not revoked or lost pursuant to Section 2.2 (collectivelyeach, a “Stock Electing Company Share”) shall be converted (provided that the “Non-Cash Election Shares”Amount equals or exceeds the Available Cash Election Amount), into the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined 0.7 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Exchange Ratio”), subject to adjustment in accordance with Section 2.042.1(d) (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.4(e), the “Stock Consideration”), however, if the Available Cash Election Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (1) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Electing Company Shares and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common stock equal to the product of (x) the Exchange Ratio and (y) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (1) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration.

Conversion of Company Common Stock. Each Subject to the provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Sharesshares cancelled and retired pursuant to Section 2.1(a) hereof, the Subsidiary-Owned Company and other than Dissenting Shares and, except (as provided defined in Section 2.01(g2.6), the Appraisal Shares) shall be converted converted, at the election of the holder thereof, in accordance with the procedures set forth in Section 2.4 below and subject to Sections 2.2 and 2.5, into the right to receive any of the following forms of consideration (the “Merger Consideration”):following, without interest: (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) cash has been validly effectively made and not revoked or lost, pursuant to Section 2.4 (collectively, the “Share Election Shares”a "CASH ELECTION"), the right to receive in cash from TopCo the number of validly issuedParent, fully paid and nonassessable TopCo Common Shares as is without interest, an amount equal to 1.8716 $24.50 (the “Share Consideration” or the “Share Consideration Ratio”)"CASH CONSIDERATION") (collectively, with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”"CASH ELECTION SHARES"); (ii) for each share of Company Common Stock with respect to which an election to receive shares common stock, par value $0.01 per share, of Parent (together with the rights attached thereto issued pursuant to that certain Rights Agreement, dated as of February 5, 1996, as amended, as it may be further amended, supplemented, restated or replaced from time to time (the "PARENT RIGHTS AGREEMENT"), between Parent and cash (a “Mixed Election”American Stock Transfer & Trust Company, as rights agent, "PARENT COMMON STOCK") has been validly effectively made and not revoked or lost, pursuant to Section 2.4 (collectively, the “Mixed Election Shares”a "STOCK ELECTION"), the right to receive from TopCo: Parent 0.5954 (Athe "EXCHANGE RATIO") of a share of Parent Common Stock (the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B"STOCK CONSIDERATION") cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”"STOCK ELECTION SHARES"); and (iviii) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly effectively made and not revoked or lost, pursuant to Section 2.4 (collectively, the “Non"NON-Election Shares”ELECTION SHARES"), the right to receive from TopCo Parent such Share Stock Consideration and/or Cash Consideration as is determined in accordance with Section 2.042.2(b). The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the "MERGER CONSIDERATION."

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 the Canceled any Cancelled Shares, shall at the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Shares) shall Effective Time be converted automatically into and shall thereafter represent the right to receive any either (A) in the case of the following forms of consideration (the “Merger Consideration”): (i) for each a share of Company Common Stock with respect to which an election to receive shares a share of NewCo Class A Common Stock (a “Share Election”) has been validly properly made and not revoked or lost pursuant to Section 2.7 (collectivelyeach, the a “Share Election SharesElecting Share”), one (1) (the right to receive from TopCo the number “Exchange Ratio”) share of validly issued, fully paid and nonassessable TopCo NewCo Class A Common Shares as is equal to 1.8716 Stock (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and or (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each case of a share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly properly made and not revoked or lost pursuant to Section 2.7 (collectivelyeach, a “Cash Electing Share), $8.50 in cash (the “Per Share Cash Amount” and, together with the Share Consideration, the “Cash Election SharesPer Share Merger Consideration”), the right to receive in cash from TopCo an amount equal to $43.50 without interest (the “Cash Consideration”) ((A) and (B) together with the cash in lieu of fractional shares of NewCo Class A Common Stock as specified below, the “Merger Consideration”); and (iv) for , in each share case subject to Section 2.8. All of the shares of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), converted into the right to receive from TopCo 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 into which the shares of Company Common Stock represented by such Book-Entry Share Consideration and/or Cash Consideration or Certificate have been converted pursuant to this Section 2.1, as is determined well as any dividends or other distributions to which holders of Company Common Stock become entitled in accordance with Section 2.042.3(d).

Conversion of Company Common Stock. Each share of Company Common Stock Subject to Sections 2.1(d), 2.1(e) and 2.3, each issued and outstanding immediately share (other than shares to be cancelled in accordance with Section 2.1(b) and any Dissenting Shares (as defined, and to the extent provided in, Section 2.1(e)) of Applera Corporation – Applied Biosystems Group Common Stock, par value $.01 per share (“Company Common Stock” or “Shares”), which prior to the Effective Time (other than and by virtue of the Canceled SharesCelera Separation will be the only class of common stock of the Company then outstanding, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Shares) shall thereupon be converted into and shall thereafter represent the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each Each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number combination of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares stock and cash (a “Mixed Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.2 (collectivelyeach, the a “Mixed Election SharesConsideration Electing Share”), ) and each Non-Electing Company Share (as that term is defined in Section 2.2(c) of this Agreement) shall be converted into the right to receive from TopCo: the combination (Awhich combination shall hereinafter be referred to as the “Mixed Consideration”) of (x) $17.10 in cash (the number “Per Share Cash Amount”) and (y) 0.4543 of a share of validly issued, fully paid and nonassessable TopCo non-assessable shares of Parent Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and Stock (B) cash in an amount equal to $8.00 (collectively, the “Mixed ConsiderationElection Stock Exchange Ratio”);, subject to adjustment in accordance with Section 2.1(d) of this Agreement. (iiiii) for each Each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.2 (collectivelyeach, a “Cash Electing Company Share”) shall be converted (provided that the Available Cash Election Amount (as defined below) equals or exceeds the Cash Election Amount (as defined below)) into the right to receive $38.00 in cash without interest (the “Per Share Cash Election Consideration”); except that if (A) the product of the number of Cash Electing Company Shares and the Per Share Cash Election Consideration (such product being the “Cash Election Amount”) exceeds (B) the difference between (x) the product of the Per Share Cash Amount and the total number of shares of Company Common Stock (other than the Cancelled Shares, as such term is defined in Section 2.1(b) of this Agreement) issued and outstanding immediately prior to the Effective Time minus (y) the product of the number of Mixed Consideration Electing Shares (including any Non-Electing Company Shares) and the Per Share Cash Amount (such difference being the “Available Cash Election Amount”), then each Cash Electing Company Share shall be converted into a right to receive (1) an amount of cash (without interest) equal to the product of (p) the Per Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the “Cash Fraction”) and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common Stock equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction. (iii) Each share of Company Common Stock with respect to which an election to receive stock consideration (a “Stock Election”) is properly made and not revoked or lost pursuant to Section 2.2 (each, a “Stock Electing Company Share”) shall be converted (provided that the Cash Election Amount equals or exceeds the Available Cash Election Amount), into the right to receive in cash from TopCo an amount equal to $43.50 0.8261 shares of validly issued, fully paid and non-assessable shares of Parent Common Stock (the “Cash Exchange Ratio”), subject to adjustment in accordance with Section 2.1(d) (together with any cash in lieu of fractional shares of Parent Common Stock to be paid pursuant to Section 2.3(e), the “Stock Consideration”); and, except that if the Available Cash Election Amount exceeds the Cash Election Amount, then each Stock Electing Company Share shall be converted into the right to receive (1) an amount of cash (without interest) equal to the amount of such excess divided by the number of Stock Electing Company Shares and (2) a number of validly issued, fully paid and non-assessable shares of Parent Common stock equal to the product of (x) the Exchange Ratio and (y) a fraction, the numerator of which shall be the Per Share Cash Election Consideration minus the amount calculated in clause (1) of this paragraph and the denominator of which shall be the Per Share Cash Election Consideration. (iv) for If the Twenty-Day VWAP is less than $46.00 per share of Parent Common Stock, the holder of each share of Company Common Stock other than shares as which is converted pursuant to which Section 2.1 into a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), the right to receive from TopCo any portion of the Merger Consideration in the form of shares of Parent Common Stock shall, in addition, receive an amount in cash without interest equal to the product of (x) the portion of a share of Parent Common Stock which such Share Consideration and/or Cash Consideration as is determined holder has a right to receive multiplied by (y) the lesser of (A) $46.00 minus the Twenty-Day VWAP and (B) $2.31. (v) As used in accordance with Section 2.04.this Agreement, the following terms shall have the following meanings:

Conversion of Company Common Stock. (i) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time Time, except for shares of Company Common Stock owned by the Company or Acquiror (in each case other than shares of Company Common Stock held in any Company Benefit Plan or related trust accounts or otherwise held in a fiduciary or agency capacity or as a result of debts previously contracted) (the Canceled “Excluded Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g”), the Appraisal 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, a “Cash Electing Company Share”) shall be converted into the right to receive any of the following forms of consideration $227.94 (the “Merger ConsiderationPer Share Value”):), without interest; provided, however, that if: (A) 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 0.30, 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 non-assessable shares of Acquiror Common Stock equal to the product (rounded to the nearest ten-thousandth of a share) of (x) the Exchange Ratio and (y) one (1) minus the quotient obtained by dividing the Pro-Rated Cash Amount by the Per Share Value; (iii) for each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any Excluded Shares, with respect to which an election to receive shares only Acquiror Common Stock (a “Share Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.6 (collectivelyeach, a “Share Electing Company Share”) shall be converted into the right to receive 7.5149 validly issued, fully paid and non-assessable shares of Acquiror Common Stock (the “Exchange Ratio”); provided, however, that if: (A) the sum of (1) the product of the number of Share Electing Company Shares and the Exchange Ratio and (2) the product of the number of Mixed Consideration Electing Company Shares and the Mixed Election Share Consideration (such sum being the “Share Election Amount”) exceeds (B) an amount equal to the Exchange Ratio, multiplied by 0.70, multiplied by the number of shares of Company Common Stock outstanding immediately prior to the Effective Time, other than Excluded Shares (the “Available Shares”), then each Share Electing Company Share shall instead be converted into the right to receive from TopCo the (I) a number of validly issued, fully paid and nonassessable TopCo non-assessable shares of Acquiror Common Shares as is Stock equal to 1.8716 the quotient (rounded to the nearest ten-thousandth of a share) determined by dividing (x) an amount equal to the number of Available Shares minus the product of the Mixed Election Share Consideration and the number of Mixed Consideration Electing Company Shares, by (y) the number of Share Electing Company Shares (such fraction being the “Pro-Rated Share Consideration” or the “Share Consideration RatioAmount”), with each TopCo Common and (II) an amount in cash, without interest, equal to the product (rounded to the nearest hundredth of a cent) of (x) the Per Share having attached to it Value and (y) one contingent consideration right, which shall represent (1) minus the right to receive a contingent payment in accordance with quotient obtained by dividing the terms and conditions of Pro-Rated Share Amount by the CCR Agreement (a “CCR”)Exchange Ratio; (iiiii) for each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than any Excluded Shares, with respect to which an election to receive shares Acquiror Common Stock and cash (a “Mixed Election”) has been validly effectively made and not revoked or lost pursuant to Section 2.6 (collectivelyeach, a “Mixed Consideration Electing Company Share”) shall be converted into the right to receive: (x) $68.38, without interest (the “Mixed Election SharesCash Consideration”), the right to receive from TopCo: and (Ay) the number of 5.2604 validly issued, fully paid and nonassessable TopCo shares of Acquiror Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and Stock (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Share Consideration”); and (iv) for each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, other than shares as Excluded Shares, with respect to which a no Cash Election, a Mixed Share Election or a Share Mixed Election has been validly properly made and not revoked or lost pursuant to Section 2.6 (collectivelyeach, the a “Non-Election SharesElecting Company Share”), ) shall be converted into the right to receive from TopCo (x) an amount in cash, without interest, equal to the quotient (rounded to the nearest hundredth of a cent) determined by dividing (A) the amount, if any, by which (I) the Available Cash exceeds (II) the aggregate amount of cash (excluding cash payable in lieu of fractional shares) payable in respect of Cash Electing Company Shares, Share Electing Company Shares and Mixed Consideration Electing Company Shares (the amount of such excess, if any, the “Remaining Cash Amount”), by (B) the number of Non-Electing Company Shares, and (y) a number of validly issued, fully paid and non-assessable shares of Acquiror Common Stock equal to the quotient (rounded to the nearest ten-thousandth of a share) determined by dividing (A) the amount, if any, by which (I) the number of Available Shares exceeds (II) the aggregate number of shares (including fractional shares that would otherwise be payable in cash) deliverable in respect of Cash Electing Company Shares, Share Electing Company Shares and Mixed Consideration and/or Electing Company Shares (the amount of such excess, if any, the “Remaining Share Amount”), by (B) the number of Non-Electing Company Shares. For the avoidance of doubt, the Available Cash Consideration as is determined in accordance with Section 2.04equal to $40,498,165 and the Available Shares are equal to 3,115,503 shares of Acquiror Common Stock.

Conversion of Company Common Stock. Each (1) Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock held by Michael J. Gaughan and each issued and outstanding immediately prior share of Company Cxxxxx Xxxxx xxxx xy Franklin Toti shall be converted into the right to receive 32.8025 (txx "Xxxxx Xxxhange Ratio") fully paid and nonassessable shares of Parent Common Stock. (2) Each issued and outstanding share of Company Common Stock held by Jerry Herbst shall be converted into the Effective Time right to receive $550 in casx. (3) Subject to Sections 2.01(b), 2.01(d) and 2.02(e), each issued and outstanding share of Company Common Stock held by stockholders of the Company other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided those stockholders named in Section 2.01(g), the Appraisal SharesSections 2.01(c)(1) and 2.01(c)(2) shall be converted into the right to receive any receive, at the election of the holder thereof, one of the following forms of consideration (the “Merger Consideration”as adjusted pursuant to Section 2.01(e)): (i) for each such share of Company Common Stock with respect to which an election to receive shares stock consideration (a “Share "Stock Election”") has been validly made effectively made, and not revoked or lost, pursuant to Section 2.03 (collectivelyeach, the “Share Election Shares”an "Electing Share"), the right to receive from TopCo 32.8025 (subject to adjustment as provided in Section 2.01(e), the number of validly issued, "Variable Exchange Ratio") fully paid and nonassessable TopCo shares of Parent Common Shares as is equal to 1.8716 Stock (the “Share Consideration” or the “Share Consideration Ratio”"Stock Election Amount"), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”);; and (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for each such share of Company Common Stock other than shares as to which a Cash ElectionElecting Shares (each, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “"Non-Election Shares”Electing Share"), the right to receive from TopCo $550 in cash (subject to adjustment as provided in Section 2.01(e), the "Cash Election Price"), and each stockholder of the Company that holds Non-Electing Shares shall be deemed to have made a cash election (a "Cash Election") with respect to such Share Non-Electing Shares. (4) The cash payable, and the shares of Parent Common Stock to be issued, upon the conversion of shares of Company Common Stock pursuant to this Section 2.01(c), and any cash payable in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.02(e), are referred to collectively as "Merger Consideration". As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive Merger Consideration and/or Cash Consideration as is determined upon surrender of such certificate in accordance with Section 2.042.02, without interest. (5) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of the Parent Common Stock shall have been changed into a different number of shares or a different class 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, each of the Fixed Exchange Ratio and the Variable Exchange Ratio shall be correspondingly adjusted.

Conversion of Company Common Stock. Each (1) Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock held by Xxxxxxx X. Xxxxxxx and each issued and outstanding immediately prior share of Company Common Stock held by Xxxxxxxx Xxxx shall be converted into the right to receive 32.80 (the Effective Time “Fixed Exchange Ratio”) fully paid and nonassessable shares of Parent Common Stock. (2) Each issued and outstanding share of Company Common Stock held by Xxxxx Xxxxxx shall be converted into the right to receive $550 in cash. (3) Subject to Sections 2.01(b), 2.01(d) and 2.02(e), each issued and outstanding share of Company Common Stock held by stockholders of the Company other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided those stockholders named in Section 2.01(g), the Appraisal SharesSections 2.01(c)(1) and 2.01(c)(2) shall be converted into the right to receive any receive, at the election of the holder thereof, one of the following forms of consideration (the “Merger Consideration”as adjusted pursuant to Section 2.01(e)): (i) for each such share of Company Common Stock with respect to which an election to receive shares stock consideration (a “Share Stock Election”) has been validly made effectively made, and not revoked or lost, pursuant to Section 2.03 (collectivelyeach, the an “Share Election SharesElecting Share”), the right to receive from TopCo 32.80 (subject to adjustment as provided in Section 2.01(e), the number of validly issued, “Variable Exchange Ratio”) fully paid and nonassessable TopCo shares of Parent Common Shares as is equal to 1.8716 Stock (the “Share Consideration” or the “Share Consideration RatioStock Election Amount”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”);; and (ii) for each such share of Company Common Stock with respect to which an election to receive shares and cash other than Electing Shares (each, a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election SharesNon-Electing Share”), the right receive $550 in cash (subject to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares adjustment as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash provided in an amount equal to $8.00 (collectivelySection 2.01(e), the “Mixed ConsiderationCash Election Price”); (iii) for , and each share stockholder of the Company Common Stock with respect that holds Non-Electing Shares shall be deemed to which an have made a cash election to receive cash (a “Cash Election”) has been validly made with respect to such Non-Electing Shares. (4) The cash payable, and not revoked (collectivelythe shares of Parent Common Stock to be issued, upon the “Cash Election Shares”conversion of shares of Company Common Stock pursuant to this Section 2.01(c), and any cash payable in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.02(e), are referred to collectively as “Merger Consideration”. As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for each share Merger Consideration upon surrender of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined certificate in accordance with Section 2.042.02, without interest. (5) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of the Parent Common Stock shall have been changed into a different number of shares or a different class 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, each of the Fixed Exchange Ratio and the Variable Exchange Ratio shall be correspondingly adjusted.

Conversion of Company Common Stock. Each (a) At the Merger Effective Time, subject to the exceptions and limitations set forth in Article II hereof, each share of Company Common Stock issued and outstanding immediately prior to the Merger Effective Time (other than (y) any shares of Company Common Stock held directly or indirectly by the Canceled Company or Cathay (except for Trust Account Shares and DPC Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g) and (z) Dissenting Shares), shall, by virtue of this Agreement and without any action on the Appraisal Shares) shall part of the holder thereof, be cancelled and cease to exist and be converted into the right to receive any (A) if the Offer has been consummated, an amount in cash, without interest, equal to the Per Share Cash Consideration or (B) if the Offer has not been consummated, at the election of the following forms of consideration (the “Merger Consideration”): holder thereof as provided in Section 2.2 hereof, either (i) that number of shares of Cathay Common Stock equal to the Exchange Ratio or (ii) an amount in cash, without interest, equal to the Per Share Cash Consideration (collectively, the "Merger Consideration"), subject to the limitations set forth in Section 2.2(d) on the aggregate number of shares of Cathay Common Stock issued and the aggregate amount of cash paid in exchange for all shares of Company Common Stock. (b) Notwithstanding any other provision hereof, no fractional shares of Cathay Common Stock shall be issued to holders of Company Common Stock in the Merger. In lieu thereof, each such holder otherwise entitled to a fraction of a share of Cathay Common Stock shall receive, at the time of surrender of the Certificate or Certificates, an amount in cash, rounded to the nearest penny, equal to the product of (i) the Per Share Cash Consideration mxxxxxlied by (ii) the fraction of a share of Cathay Common Stock to which such holder otherwise would be entitled. No such holder shall be entitled to dividends, voting rights, interest on the value of, or any other rights in respect of a fractional share, except as expressly provided herein. (c) At the Merger Effective Time, all shares of Company Common Stock that are owned directly or indirectly by the Company or Cathay (other than owned directly or indirectly by any of Cathay's Subsidiaries) (other than shares of Company Common Stock (i) 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 Company Common Stock which are similarly held being referred to herein as "Trust Account Shares") or (ii) in respect of a debt previously contracted (any such shares of Company Common Stock, and shares of Cathay Common Stock which are similarly held, being referred to herein as "DPC Shares")) shall be cancelled and shall cease to exist and no cash or other consideration shall be delivered in exchange therefor. At the Merger Effective Time, each share of Company Common Stock with respect that is owned directly or indirectly by any of Cathay's Subsidiaries shall, by virtue of this Agreement and without any action on the part of the holder thereof, be cancelled and cease to exist and be converted into that number of shares of Cathay Common Stock equal to the Exchange Ratio. (d) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock which are outstanding immediately prior to the Merger Effective Time and as to which an election shareholders have given notice of their intention to receive assert dissenters rights in accordance with Section 6022 of the NYBL (such shares (a “Share Election”being referred to herein as "Dissenting Shares") has been validly made and shall not revoked (collectively, the “Share Election Shares”), be converted into the right to receive from TopCo the number of validly issuedMerger Consideration but, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (instead, the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which holders thereof shall represent the right be entitled to receive a contingent payment of the fair market value of such Dissenting Shares in accordance with the terms provisions of Sections 604 and conditions 6022 of the CCR Agreement NYBL; provided, however, that (a “CCR”); i) if any holder of Dissenting Shares shall subsequently withdraw, with the consent of the Surviving Corporation, his demand for payment for such shares, or (ii) for each share if any holder of Dissenting Shares fails to establish or otherwise loses his entitlement to payment of the fair market value of such shares as provided in Sections 604 and 6022 of the NYBL, such holder or holders (as the case may be) shall not be entitled to receive payment of the fair market value of such shares of Company Common Stock with respect as contemplated by Sections 604 and 6022 of the NYBL, and each of such shares shall thereupon cease to which an election be Dissenting Shares and shall be deemed to receive shares and cash (a “Mixed Election”) has have been validly made and not revoked (collectively, the “Mixed Election Shares”), converted into the right to receive from TopCo: (A) receive, as of the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectivelyMerger Effective Time, the “Mixed Consideration”); (iiiMerger Consideration without any interest thereon, as provided in Section 1.6(a) and Article II hereof, as Undesignated Shares. Prior to the earlier of the consummation of the Offer and the Merger Effective Time, the Company shall give Cathay prompt notice of any demands for each share payment for shares of Company Common Stock pursuant to Section 6022 of the NYBL received by the Company, withdrawals of any such demands and any other documents or instruments received by the Company in connection therewith. Cathay shall have the right to participate in and direct all negotiations and proceedings with respect to which an election any such demands. Prior to receive cash (a “Cash Election”) has been validly made the earlier of the consummation of the Offer and not revoked (collectivelythe Merger Effective Time, the “Cash Election Shares”)Company shall not, except with the right prior written consent of Cathay, which consent shall not unreasonably be withheld or delayed, make any payment with respect to, or settle or offer to receive in cash from TopCo an amount equal settle, any such demands, or agree to $43.50 (do any of the “Cash Consideration”); and (iv) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined in accordance with Section 2.04foregoing.

Conversion of Company Common Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities: (a) Subject to Section 2.4(e), each share of the common stock, without par value, of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned “Company Shares andCommon Stock”), except as provided in Section 2.01(g), the Appraisal Shares) shall be converted into the right to receive any of the following forms of consideration (the “Merger Consideration”): (i) for each share shares of Company Common Stock with owned by the Company as treasury stock or owned by the Company or Parent (in each case other than shares of Company Common Stock (i) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity and (ii) shares held, directly or indirectly, in respect to which an election to receive shares (of a “Share Election”) has been validly made and not revoked debts previously contracted (collectively, the “Share Election Exception Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration rightshall be converted, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectivelyprocedures set forth in this Agreement, the “Mixed Election Shares”), into the right to receive from TopCo: (A) the number of validly issuedreceive, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”);without interest: (iiii) for For each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has Election”)has been validly effectively made and not revoked or deemed revoked pursuant to Section 2.2 (collectively, the “Cash Election Shares”), the right to receive an amount in cash from TopCo an amount equal to $43.50 the Per Share Cash Consideration (the “Cash Consideration”); (ii) For each share of Company Common Stock with respect to which an election to receive Parent Common Stock (a “Stock Election”) has been effectively made and not revoked or deemed revoked pursuant to Section 2.2 (collectively, the “Stock Election Shares”), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio (the “Stock Consideration”); it being understood that upon the Effective Time, pursuant to Section 1.6, the Parent Common Stock, including the shares issued to former holders of Company Common Stock as Merger Consideration, shall be the common stock of the Surviving Corporation; and (iviii) for For each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly effectively made and not revoked pursuant to Section 2.2 (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Stock Consideration and/or or Cash Consideration as is determined in accordance with Section 2.042.1. (b) For purposes of this Agreement, the following terms shall have the following meanings: (i) The “Exchange Ratio” means 0.4300.

Conversion of Company Common Stock. Each (1) Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock held by Michael J. Gaughan and each issued and outstanding immediately prior share of Companx Xxxxxx Xxxxx xxxd by Franklin Toti shall be converted into the right to receive 32.80 (xxx "Xxxxx Xxchange Ratio") fully paid and nonassessable shares of Parent Common Stock. (2) Each issued and outstanding share of Company Common Stock held by Jerry Herbst shall be converted into the Effective Time right to receive $550 in xxxx. (3) Subject to Sections 2.01(b), 2.01(d) and 2.02(e), each issued and outstanding share of Company Common Stock held by stockholders of the Company other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided those stockholders named in Section 2.01(g), the Appraisal SharesSections 2.01(c)(1) and 2.01(c)(2) shall be converted into the right to receive any receive, at the election of the holder thereof, one of the following forms of consideration (the “Merger Consideration”as adjusted pursuant to Section 2.01(e)): (i) for each such share of Company Common Stock with respect to which an election to receive shares stock consideration (a “Share "Stock Election”") has been validly made effectively made, and not revoked or lost, pursuant to Section 2.03 (collectivelyeach, the “Share Election Shares”an "Electing Share"), the right to receive from TopCo 32.80 (subject to adjustment as provided in Section 2.01(e), the number of validly issued, "Variable Exchange Ratio") fully paid and nonassessable TopCo shares of Parent Common Shares as is equal to 1.8716 Stock (the “Share Consideration” or the “Share Consideration Ratio”"Stock Election Amount"), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”);; and (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for each such share of Company Common Stock other than shares as to which a Cash ElectionElecting Shares (each, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “"Non-Election Shares”Electing Share"), the right receive $550 in cash (subject to adjustment as provided in Section 2.01(e), the "Cash Election Price"), and each stockholder of the Company that holds Non-Electing Shares shall be deemed to have made a cash election (a "Cash Election") with respect to such Non-Electing Shares. (4) The cash payable, and the shares of Parent Common Stock to be issued, upon the conversion of shares of Company Common Stock pursuant to this Section 2.01(c), and any cash payable in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.02(e), are referred to collectively as "Merger Consideration". As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive from TopCo Merger Consideration upon surrender of such Share Consideration and/or Cash Consideration as is determined certificate in accordance with Section 2.042.02, without interest. (5) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of the Parent Common Stock shall have been changed into a different number of shares or a different class 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, each of the Fixed Exchange Ratio and the Variable Exchange Ratio shall be correspondingly adjusted.

Conversion of Company Common Stock. Each Subject to Sections 2.03, 2.05 and 2.10, each share of Company Common Stock (each, a "Company Share") issued and outstanding immediately prior to the Company Merger Effective Time Time, other than Excluded Company Shares, shall automatically be converted into the right to receive the following consideration (such consideration, including any cash paid in lieu of fractional shares pursuant to this Section 2.02(a), the "Company Merger Consideration") and all such Company Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate representing Company Shares (a "Company Certificate") or non-certificated Company Share represented by book-entry ("Company Book-Entry Share") (other than Excluded Company Shares) shall thereafter represent only the Canceled Sharesright to receive the Company Merger Consideration, subject to Sections 2.05 and 2.10: (i) each Company Share with respect to which an election to receive Holdco Shares and cash (a "Mixed Election") has been effectively made and not revoked or lost pursuant to Section 2.06 (each, a "Mixed Consideration Electing Company Share") and each Non-Electing Company Share shall be converted into the right to receive consideration consisting of: (A) $13.69 minus (y) an amount equal to (I) the Special Dividend divided by (II) the number of Company Shares issued and outstanding immediately prior to the Company Merger Effective Time, in cash, without interest (the "Per Company Share Cash Amount"), and (B) a number of validly issued, fully paid and non-assessable Holdco Shares determined by dividing (I) $4.56 by (II) the Gold Share Trading Price (such quotient, the Subsidiary-Owned Company Shares and"Mixed Election Exchange Ratio"); provided, except as provided in Section 2.01(g)however, that (x) if such quotient is less than 0.1582, the Appraisal SharesMixed Election Exchange Ratio shall be 0.1582 and (y) if such quotient is greater than 0.1819, the Mixed Election Exchange Ratio shall be 0.1819, and (C) if the Mixed Election Exchange Ratio without giving effect to the proviso set forth in clause (B) above would exceed 0.1819 and be less than or equal to 0.2140, the Per Company Share Cash Amount shall be increased by an amount equal to the product of (i) the difference between the Mixed Election Exchange Ratio without giving effect to the proviso set forth in clause (B) above and 0.1819, multiplied by (ii) the Gold Share Trading Price, and (D) if the Mixed Election Exchange Ratio without giving effect to the proviso set forth in clause (B) above would exceed 0.2140, the Per Company Share Cash Amount shall be increased by an amount equal to the product of (i) the Gold Share Trading Price and (ii) 0.0321. (ii) each Company Share 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 2.06 (each, a "Cash Electing Company Share") shall be converted into the right to receive any of the following forms of consideration in cash, without interest, an amount (rounded to two decimal places) (the “Merger "Per Company Share Cash Election Consideration”): ") equal to the sum of (i) for each share the Per Company Share Cash Amount and (ii) the product of the Mixed Election Exchange Ratio and the Gold Share Trading Price; provided, however, that if (x) the product of the number of Cash Electing Company Shares and the Per Company Share Cash Election Consideration (such product being the "Cash Election Amount") exceeds (y) the amount by which (I) the product of the Per Company Share Cash Amount and the total number of Company Common Stock Shares (other than Excluded Company Shares) issued and outstanding immediately prior to the Company Merger Effective Time exceeds (II) the product of the number of Mixed Consideration Electing Company Shares (including any Non-Electing Company Shares) and the Per Company Share Cash Amount (the amount of such excess being the "Available Cash Election Amount"), then each Cash Electing Company Share shall, instead of being converted into the right to receive the Per Company Share Cash Election Consideration, be converted into a right to receive (1) an amount of cash, without interest, equal to the product (rounded to two decimal places) of (p) the Per Company Share Cash Election Consideration and (q) a fraction, the numerator of which shall be the Available Cash Election Amount and the denominator of which shall be the Cash Election Amount (such fraction being the "Cash Fraction") and (2) a number of validly issued and fully paid Holdco Shares equal to the product of (r) the Exchange Ratio and (s) one (1) minus the Cash Fraction; and (iii) each Company Share with respect to which an election to receive shares only Holdco Shares (a “"Share Election”") has been validly is properly made and not revoked or lost pursuant to Section 2.06 (collectivelyeach, the “a "Share Election Shares”), the right to receive from TopCo the Electing Company Share") shall be converted into a number of validly issued, fully paid and nonassessable TopCo Common non-assessable Holdco Shares as is (the "Exchange Ratio") equal to 1.8716 (i) the “Mixed Election Exchange Ratio plus (ii) the quotient (rounded to four decimal places) obtained by dividing the Per Company Share Consideration” or Cash Amount by the “Gold Share Consideration Ratio”)Trading Price; provided, with however, that if the Available Cash Election Amount exceeds the Cash Election Amount, then each TopCo Common Share having attached to it one contingent consideration rightElecting Company Share shall, which shall represent instead of being converted into the right to receive the Exchange Ratio, be converted into the right to receive (1) an amount of cash (without interest) equal to the amount (rounded to two decimal places) of such excess divided by the number of Share Electing Company Shares and (2) a contingent payment number of validly issued and fully paid Holdco Shares equal to the product (rounded to four decimal places) of (x) the Exchange Ratio and (y) a fraction, the numerator of which shall be the Per Company Share Cash Election Consideration minus the amount calculated in accordance with clause (1) of this paragraph and the terms and conditions denominator of which shall be the CCR Agreement (a “CCR”); (ii) for Per Company Share Cash Election Consideration; provided, in each share case, that no certificates or scrip representing fractional entitlements in respect of Holdco Shares shall be issued upon the conversion of Company Common Stock with respect pursuant to which an election this Article II; no Holdco dividend or other distribution or share split shall relate to receive shares any fractional entitlements; and cash (no fractional entitlement shall entitle the owner thereof to vote or to any other rights of a “Mixed Election”) has been validly made and not revoked (collectivelysecurityholder of Holdco. In lieu of any such fractional entitlement, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share holder of Company Common Stock with respect to which will be paid an election to receive amount in cash (a “without interest), rounded down to the nearest cent, determined by multiplying (i) the Per Company Share Cash Election”Election Consideration by (ii) has been validly made and the fractional entitlement. The parties acknowledge that payment of cash in lieu of fractional entitlements does not revoked (collectivelyrepresent separately bargained-for consideration. As promptly as practicable after the determination of the amount of cash, if any, to be paid to holders of fractional entitlements, the “Cash Election Shares”)Exchange Agent shall so notify the Holdco Merger Surviving Company, and the right Holdco Merger Surviving Company shall deposit such amount with the Exchange Agent and shall cause the Exchange Agent to receive in cash from TopCo an amount equal forward payments to $43.50 (the “Cash Consideration”); and (iv) for each share such holders of Company Common Stock other than shares as to which a Cash Electionfractional entitlements, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined in accordance with Section 2.04without interest.

Conversion of Company Common Stock. Each (1) Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock held by Michael J. Gaughan and each issued and outstanding immediately prior share of Company Cxxxxx Xxxxx xxxx xy Franklin Toti shall be converted into the right to receive 32.80 (the Effective Time "Xxxxx Xxxxxnge Ratio") fully paid and nonassessable shares of Parent Common Stock. (2) Each issued and outstanding share of Company Common Stock held by Jerry Herbst shall be converted into the right to receive $550 in casx. (3) Subject to Sections 2.01(b), 2.01(d) and 2.02(e), each issued and outstanding share of Company Common Stock held by stockholders of the Company other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided those stockholders named in Section 2.01(g), the Appraisal SharesSections 2.01(c)(1) and 2.01(c)(2) shall be converted into the right to receive any receive, at the election of the holder thereof, one of the following forms of consideration (the “Merger Consideration”as adjusted pursuant to Section 2.01(e)): (i) for each such share of Company Common Stock with respect to which an election to receive shares stock consideration (a “Share "Stock Election”") has been validly made effectively made, and not revoked or lost, pursuant to Section 2.03 (collectivelyeach, the “Share Election Shares”an "Electing Share"), the right to receive from TopCo 32.80 (subject to adjustment as provided in Section 2.01(e), the number of validly issued, "Variable Exchange Ratio") fully paid and nonassessable TopCo shares of Parent Common Shares as is equal to 1.8716 Stock (the “Share Consideration” or the “Share Consideration Ratio”"Stock Election Amount"), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”);; and (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for each such share of Company Common Stock other than shares as to which a Cash ElectionElecting Shares (each, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “"Non-Election Shares”Electing Share"), the right receive $550 in cash (subject to adjustment as provided in Section 2.01(e), the "Cash Election Price"), and each stockholder of the Company that holds Non-Electing Shares shall be deemed to have made a cash election (a "Cash Election") with respect to such Non-Electing Shares. (4) The cash payable, and the shares of Parent Common Stock to be issued, upon the conversion of shares of Company Common Stock pursuant to this Section 2.01(c), and any cash payable in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.02(e), are referred to collectively as "Merger Consideration". As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive from TopCo Merger Consideration upon surrender of such Share Consideration and/or Cash Consideration as is determined certificate in accordance with Section 2.042.02, without interest. (5) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of the Parent Common Stock shall have been changed into a different number of shares or a different class 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, each of the Fixed Exchange Ratio and the Variable Exchange Ratio shall be correspondingly adjusted.

Conversion of Company Common Stock. Each share of Company Common Stock Share (other than Excluded Shares and Dissenting Stockholder Shares) issued and outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Shares) shall be converted into and shall thereafter represent the right to receive any of the following forms of consideration (the “Merger Consideration”receive, subject to Sections 2.01(c), 2.02(b)(v) and 2.02(h): (i) for each share in the case of Company Common Stock a Share with respect to which an election to receive shares Parent Common Stock (a “Share Stock Election”) has been validly properly made and not revoked or lost pursuant to Section 2.02 (collectivelyeach, and as applicable with each Stock Election RSU and Stock Election ESPP, a “Stock Electing Share”, and together with the Stock Election RSUs and Stock Election ESPPs, the “Share Election Stock Electing Shares”), the right to receive from TopCo the a number of validly issuedshares of common stock, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 no par value, of Parent (the “Share Consideration” or Parent Common Stock”) equal to the Stock Election Exchange Ratio (as adjusted pursuant to Section 2.01(c), the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCRStock Election Consideration”); (ii) for each share in the case of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly properly made and not revoked or lost pursuant to Section 2.02 (each, and as applicable with each Cash Election RSU and Cash Election ESPP a “Cash Electing Share” and together with the Cash Election RSUs and Cash Election ESPPs, the “Cash Electing Shares”), $26.00 in cash, without interest (as adjusted pursuant to Section 2.01(c), the “Cash Election Consideration”); or (iii) in the case of a Share with respect to which an election to receive a mix of Parent Common Stock and cash (a “Mixed Election”) has been properly made and not revoked pursuant to Section 2.02, or with respect to which no election has been made (each, and as applicable with each Mixed Election RSU and Mixed Election ESPP a “Mixed Consideration Share” and together with the Mixed Election RSUs and Mixed Election ESPPs, the “Mixed Consideration Shares”), a number of Parent Common Stock equal to the Exchange Ratio and $15.60 in cash, without interest (collectively, the “Cash Mixed Stock Consideration” and, together with the $15.60 in cash, without interest, the “Mixed Election SharesConsideration”). From and after the Effective Time, subject to Section 2.02(h), all of such Shares (other than Excluded Shares and Dissenting Stockholder Shares) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each certificate (a “Certificate”) representing any Shares (other than Excluded Shares and Dissenting Stockholder Shares) and each non-certificated Share represented by book-entry (a “Book-Entry Share”) (other than Excluded Shares and Dissenting Stockholder Shares) shall thereafter represent only the right to receive in cash from TopCo an amount equal to $43.50 (the “Stock Election Consideration, Cash Consideration”); and (iv) for each share of Company Common Stock other than shares as to which a Cash Election, a Election Consideration or Mixed Election or a Share Election has been validly made and not revoked Consideration (collectively, the “Non-Election SharesMerger Consideration”), the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined in accordance with Section 2.04. (iv) For purposes of this Agreement:

Conversion of Company Common Stock. Each Subject to the provisions of this Article III, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Sharesshares to be canceled in accordance with Section 3.1(b) and other than Dissenting Shares shall become and be converted into, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g)and subject to the limitations set forth in this Agreement, the Appraisal Shares) shall be converted into the right to receive any receive, at the election of the following forms of consideration (holder thereof, the “Merger Consideration”):following: (i) for each share of Company Common Stock with respect to which an election a holder elects to receive shares (a “Share Election”) has been validly made and not revoked (collectivelyParent Non-Voting Common Stock pursuant to Section 3.2, the “Share Election Shares”), the right to receive from TopCo the number an amount of validly issued, fully paid and nonassessable TopCo Parent Non-Voting Common Shares as is Stock equal to 1.8716 the product of (i) the Exchange Ratio and (ii) each such share of Company Common Stock (the “Share Non-Voting Common Stock Consideration” ”) upon surrender and exchange of a Certificate or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”)Book-Entry Share; (ii) for each share of Company Common Stock with respect to which an election a holder elects to receive shares Parent Voting Common Stock pursuant to Section 3.2, an amount of Parent Voting Common Stock equal to the product of (i) the Exchange Ratio and cash (ii) each such Company Share (the “Voting Common Stock Consideration”) upon surrender and exchange of a Certificate or Book-Entry Share; (iii) a combination of the Non-Voting Common Stock Consideration and the Voting Common Stock Consideration converted in accordance with Section 3.1(c)(i) and Section 3.1(c)(ii) in the proportion set forth in the Election Form (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for each share of Company Common Stock other than shares as to which a Cash Non-Voting Election, a Voting Election, or a Mixed Election has not been effectively made or a Share Election has been validly made and not revoked lost, pursuant to Section 3.2 (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Non-Election Shares of each holder shall be converted into Voting Common Stock Consideration and/or Cash Consideration as is determined in accordance with Section 2.043.1(c)(ii) upon surrender and exchange of a Certificate or Book-Entry Share.

Conversion of Company Common Stock. Each (1) Subject to Sections 2.01(b), 2.01(d) and 2.02(e), each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Shares) shall be converted into the right to receive any receive, at the election of the following forms holder thereof, one of consideration (the “Merger Consideration”):following: (i) for each such share of Company Common Stock with respect to which an election to receive shares stock consideration (a “Share "Stock Election”") has been validly made effectively made, and not revoked or lost, pursuant to Section 2.03 (collectivelyeach, the “Share Election Shares”an "Electing Share"), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares (subject to adjustment as is equal to 1.8716 provided in Section 2.01(e)) 0.3247 (the “Share "Exchange Ratio") shares of Parent Common Stock (the "Stock Consideration” or the “Share Consideration Ratio”"), with each TopCo Common Share having attached including the associated special stock purchase rights issued ("Parent Rights") pursuant to it one contingent consideration rightthe Rights Agreement dated as of October 6, which shall represent 1996 between Parent and the right to receive a contingent payment in accordance with Bank of New York, as Rights Agent (the terms and conditions of the CCR Agreement (a “CCR”"Parent Rights Agreement");; and (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for each such share of Company Common Stock other than shares as to which a Cash ElectionElecting Shares (each, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “"Non-Election Shares”), Electing Share") the right to receive from TopCo (subject to adjustment as provided in Section 2.01(e)) $17.75 in cash, without interest (the "Cash Consideration"), and each stockholder of the Company that holds Non-Electing Shares shall be deemed to have made a cash election (a "Cash Election") with respect to such Share Non-Electing Shares. (2) The cash payable, and the shares of Parent Common Stock to be issued, upon the conversion of shares of Company Common Stock pursuant to this Section 2.01(c), and any cash payable in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.02(e), are referred to collectively as "Merger Consideration." As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive Merger Consideration and/or Cash Consideration as is determined upon surrender of such certificate in accordance with Section 2.042.02, without interest. (3) Notwithstanding anything in this Agreement to the contrary, 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 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 correspondingly adjusted.

Conversion of Company Common Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities: (a) Each share of common stock, par value $0.01 per share, of Parent (the “Parent Common Stock“) issued and outstanding immediately prior to the Effective Time shall remain issued and outstanding and shall not be affected by the Merger. (b) All shares of common stock, par value $1.00 per share, of the Company Common Stock issued and outstanding immediately prior to the Effective Time (the “Company Common Stock“) that are owned by the Company or Parent (other than shares of Company Common Stock held in trust accounts, managed accounts and the Canceled like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares“) and other than shares of Company Common Stock held, directly or indirectly, by the Subsidiary-Owned Company Shares andor Parent in respect of a debt previously contracted (any such shares, except as provided in Section 2.01(g“DPC Common Shares“), the Appraisal Shares) shall be converted cancelled and shall cease to exist and no stock of Parent or other consideration shall be delivered in exchange therefor. (c) Subject to Sections 1.4(e), 1.4(f), 1.5 and 2.3(f), each share of Company Common Stock, except for shares of Company Common Stock owned by the Company or Parent (other than Trust Account Common Shares and DPC Common Shares), shall be converted, at the election of the holder thereof, in accordance with the procedures set forth in Section 2.1, into the right to receive any of the following forms of consideration (the “Merger Consideration”):following, without interest: (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) cash has been validly effectively made and not revoked or deemed revoked pursuant to Article II (collectively, the a “Share Election Shares”Cash Election“), the right to receive in cash from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 Parent an amount (the “Cash Consideration“) equal to the Per Share Consideration” or Amount (collectively, the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a Cash Election Shares“CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) Parent Common Stock has been validly effectively made and not revoked or deemed revoked pursuant to Article II (collectively, the a “Mixed Election Shares”Stock Election“), the right to receive from TopCo: (A) Parent the number of validly issued, fully paid and nonassessable TopCo shares of Parent Common Shares Stock (the “Stock Consideration“) as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 the Exchange Ratio (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iviii) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly effectively made and not revoked or deemed revoked pursuant to Article II (collectively, the “Non-Election Shares”“), the right to receive from TopCo Parent such Share Stock Consideration and/or Cash Consideration as is determined in accordance with Section 2.041.5(b).

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Cancelled Shares, any unvested shares issued any under a Company Restricted Stock Award and any Dissenting Shares) shall be automatically converted into the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g)right to receive the following consideration (together, the Appraisal Shares“Merger Consideration”): (A) Each share of Company Common Stock shall be converted into the right to receive any of the following forms of consideration combination (which combination shall hereinafter be referred to as the “Merger Base Consideration”): ) of (ix) for each 0.07037 of a share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo non-assessable shares of Parent Common Shares as is equal Stock, which exchange ratio equals $18.20 divided by the Parent Signing Trading Price, rounded to 1.8716 five decimal places (the “Fixed Exchange Ratio”) and (y) an amount in cash equal to $35.00 minus the product of the Parent Closing Trading Price multiplied by the Fixed Exchange Ratio (the “Per Share Cash Consideration” ”); provided, however; that the Per Share Cash Consideration shall not exceed $18.62 (the “Per Share Cash Cap”) and shall not be less than $14.98 (the “Per Share Cash Minimum”). In the event that the Per Share Cash Cap or the “Per Share Cash Minimum is reached, then all references to the Per Share Cash Consideration Ratio”)shall mean the Per Share Cash Cap or the Per Share Cash Minimum, as the case may be. In lieu of the Base Consideration, each Company stockholder (other than with each TopCo Common Share having attached respect to it one contingent consideration rightCancelled Shares, which any unvested shares issued under a Company Restricted Stock Award and any Dissenting Shares) shall represent have the right to receive a contingent payment in accordance elect, with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for respect to each share of Company Common Stock with respect to which an election owned by such stockholder, to receive shares and (1) cash equal to the Per Share Cash Election Consideration (a “Mixed Cash Election”) or (2) a number of shares of Parent Common Stock equal to the Per Share Stock Election Consideration (a “Stock Election”), subject to pro ration as set forth in Section 2.1(a)(iii)(C), and otherwise on the terms and conditions set forth in this Agreement. (B) Each share of Company Common Stock held by a Company stockholder that has been validly effectively made and not revoked (collectively, the “Mixed a Cash Election Shares”), pursuant to Section 2.4 with respect to such share shall be converted into the right to receive from TopCo: an amount in cash, without interest, equal to $35.00, except in the case in which the Per Share Cash Cap or the Per Share Cash Minimum has been reached, in which case such share shall be converted into the right to receive an amount in cash, without interest, equal to (Ai) the Fixed Exchange Ratio multiplied by the Parent Closing Trading Price plus (ii) the Per Share Cash Consideration (such amount, the “Per Share Cash Election Consideration”), subject to pro ration, as set forth in Section 2.1(a)(iii)(C) and otherwise on the terms and conditions set forth in this Agreement. Each share of Company Common Stock held by a Company stockholder that has effectively made and not revoked a Stock Election pursuant to Section 2.4 with respect to such share shall be converted into the right to receive such number of shares of validly issued, fully paid and nonassessable TopCo non-assessable shares of Parent Common Shares as is Stock which equal to 1.5274, with each TopCo Common (a) the Fixed Exchange Ratio plus (b) the Per Share having attached to it one CCR, and Cash Consideration divided by the Parent Closing Trading Price (B) cash in an amount equal to $8.00 (collectivelysuch amount, the “Mixed Per Share Stock Election Consideration”);, subject to pro ration as set forth in Section 2.1(a)(iii)(C) and otherwise on the terms and conditions set forth in this Agreement. (iiiC) for The Base Consideration otherwise payable on each share of Company Common Stock with respect as to which either a Cash Election or a Stock Election has been made shall be pooled and reallocated among all such shares of Company Common Stock as to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectivelyso that each such share gets, to the “Cash Election Shares”)greatest extent possible, all cash or all Parent Common Stock, but with the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for consideration payable on each such share of Company Common Stock other than pro rated to the extent there is not enough cash or enough Parent Common Stock to pay pursuant to each such election (and with the difference between such pro rated amount being made up in the remaining Parent Common Stock or cash, as applicable). For the avoidance of doubt, regardless of the number of shares as of Company Common Stock that are subject to which either a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectivelyStock Election, the “Non-Election Shares”), aggregate amount of cash and Parent Common Stock payable by Parent in the Merger shall equal the aggregate amount of cash and Parent Common Stock that would have been payable if no election had been made with respect to any shares of Company Common Stock. Example pro ration calculations reflecting the parties’ intent are given in Exhibit 2.1 of this Agreement. All of the shares of Company Common Stock converted into the right to receive from TopCo 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 in 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 Consideration and/or Cash Consideration as is determined Amount, plus any dividends or other distributions to which such Certificates or Book-Entry Shares become entitled in accordance with Section 2.042.2(e).

Conversion of Company Common Stock. Each (1) Subject to Sections 2.01(b), 2.01(d) and 2.02(e), each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Shares) shall be converted into the right to receive any receive, at the election of the following forms holder thereof, one of consideration (the “Merger Consideration”):following: (i) for each such share of Company Common Stock with respect to which an election to receive shares stock consideration (a “Share Stock Election”) has been validly made effectively made, and not revoked or lost, pursuant to Section 2.03 (collectivelyeach, the an “Share Election SharesElecting Share”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares (subject to adjustment as is equal to 1.8716 provided in Section 2.01(e)) 0.3247 (the “Share Consideration” or Exchange Ratio”) shares of Parent Common Stock (the “Share Consideration RatioStock Consideration”), with each TopCo Common Share having attached including the associated special stock purchase rights issued (“Parent Rights”) pursuant to it one contingent consideration rightthe Rights Agreement dated as of October 6, which shall represent 1996 between Parent and the right to receive a contingent payment in accordance with Bank of New York, as Rights Agent (the terms and conditions of the CCR Agreement (a “CCRParent Rights Agreement”);; and (ii) for each such share of Company Common Stock with respect to which an election to receive shares and cash other than Electing Shares (each, a “Mixed ElectionNon-Electing Share”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (Asubject to adjustment as provided in Section 2.01(e)) the number of validly issued$17.75 in cash, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and without interest (B) cash in an amount equal to $8.00 (collectively, the “Mixed Cash Consideration”); (iii) for , and each share stockholder of the Company Common Stock with respect that holds Non-Electing Shares shall be deemed to which an have made a cash election to receive cash (a “Cash Election”) has been validly made with respect to such Non-Electing Shares. (2) The cash payable, and not revoked (collectivelythe shares of Parent Common Stock to be issued, upon the “Cash Election Shares”conversion of shares of Company Common Stock pursuant to this Section 2.01(c), and any cash payable in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.02(e), are referred to collectively as “Merger Consideration.” As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for each share Merger Consideration upon surrender of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined certificate in accordance with Section 2.042.02, without interest. (3) Notwithstanding anything in this Agreement to the contrary, 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 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 correspondingly adjusted.

Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Cancelled Shares, any unvested shares issued any under a Company Restricted Stock Award and any Dissenting Shares) shall be automatically converted into the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g)right to receive the following consideration (together, the Appraisal Shares"Merger Consideration"): (A) Each share of Company Common Stock shall be converted into the right to receive any the combination (which combination shall hereinafter be referred to as the "Base Consideration") of the following forms (x) 0.07037 of consideration (the “Merger Consideration”): (i) for each a share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo non-assessable shares of Parent Common Shares as is Stock, which exchange ratio equals $18.20 divided by the Parent Signing Trading Price, rounded to five decimal places (the "Fixed Exchange Ratio") and (y) an amount in cash equal to 1.8716 $35.00 minus the product of the Parent Closing Trading Price multiplied by the Fixed Exchange Ratio (the “"Per Share Cash Consideration” "); provided, however; that the Per Share Cash Consideration shall not exceed $18.62 (the "Per Share Cash Cap") and shall not be less than $14.98 (the "Per Share Cash Minimum"). In the event that the Per Share Cash Cap or the “Per Share Cash Minimum is reached, then all references to the Per Share Cash Consideration Ratio”)shall mean the Per Share Cash Cap or the Per Share Cash Minimum, as the case may be. In lieu of the Base Consideration, each Company stockholder (other than with each TopCo Common Share having attached respect to it one contingent consideration rightCancelled Shares, which any unvested shares issued under a Company Restricted Stock Award and any Dissenting Shares) shall represent have the right to receive a contingent payment in accordance elect, with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for respect to each share of Company Common Stock with respect to which an election owned by such stockholder, to receive shares and (1) cash equal to the Per Share Cash Election Consideration (a “Mixed "Cash Election”") or (2) a number of shares of Parent Common Stock equal to the Per Share Stock Election Consideration (a "Stock Election"), subject to pro ration as set forth in Section 2.1(a)(iii)(C), and otherwise on the terms and conditions set forth in this Agreement. (B) Each share of Company Common Stock held by a Company stockholder that has been validly effectively made and not revoked (collectively, the “Mixed a Cash Election Shares”), pursuant to Section 2.4 with respect to such share shall be converted into the right to receive from TopCo: an amount in cash, without interest, equal to $35.00, except in the case in which the Per Share Cash Cap or the Per Share Cash Minimum has been reached, in which case such share shall be converted into the right to receive an amount in cash, without interest, equal to (Ai) the Fixed Exchange Ratio multiplied by the Parent Closing Trading Price plus (ii) the Per Share Cash Consideration (such amount, the "Per Share Cash Election Consideration"), subject to pro ration, as set forth in Section 2.1(a)(iii)(C) and otherwise on the terms and conditions set forth in this Agreement. Each share of Company Common Stock held by a Company stockholder that has effectively made and not revoked a Stock Election pursuant to Section 2.4 with respect to such share shall be converted into the right to receive such number of shares of validly issued, fully paid and nonassessable TopCo non-assessable shares of Parent Common Shares as is Stock which equal to 1.5274, with each TopCo Common (a) the Fixed Exchange Ratio plus (b) the Per Share having attached to it one CCR, and Cash Consideration divided by the Parent Closing Trading Price (B) cash in an amount equal to $8.00 (collectivelysuch amount, the “Mixed "Per Share Stock Election Consideration”");, subject to pro ration as set forth in Section 2.1(a)(iii)(C) and otherwise on the terms and conditions set forth in this Agreement. (iiiC) for The Base Consideration otherwise payable on each share of Company Common Stock with respect as to which either a Cash Election or a Stock Election has been made shall be pooled and reallocated among all such shares of Company Common Stock as to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectivelyso that each such share gets, to the “Cash Election Shares”)greatest extent possible, all cash or all Parent Common Stock, but with the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for consideration payable on each such share of Company Common Stock other than pro rated to the extent there is not enough cash or enough Parent Common Stock to pay pursuant to each such election (and with the difference between such pro rated amount being made up in the remaining Parent Common Stock or cash, as applicable). For the avoidance of doubt, regardless of the number of shares as of Company Common Stock that are subject to which either a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectivelyStock Election, the “Non-Election Shares”), aggregate amount of cash and Parent Common Stock payable by Parent in the Merger shall equal the aggregate amount of cash and Parent Common Stock that would have been payable if no election had been made with respect to any shares of Company Common Stock. Example pro ration calculations reflecting the parties' intent are given in Exhibit 2.1 of this Agreement. All of the shares of Company Common Stock converted into the right to receive from TopCo 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 in 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 Consideration and/or Cash Consideration as is determined Amount, plus any dividends or other distributions to which such Certificates or Book-Entry Shares become entitled in accordance with Section 2.042.2(e).

Conversion of Company Common Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Parent, the Company or the holder of any of the following securities: (a) Subject to Section 2.4(e), each share of the common stock, without par value, of the Company Common Stock issued and outstanding immediately prior to the Effective Time (the "Company Common Stock"), except for shares of Company Common Stock owned by the Company as treasury stock or owned by the Company or Parent (in each case other than shares of Company Common Stock (i) held in any Company Benefit Plans or related trust accounts, managed accounts, mutual funds and the Canceled Shareslike, or otherwise held in a fiduciary or agency capacity and (ii) shares held, directly or indirectly, in respect of a debts previously contracted (collectively, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g"Exception Shares")), the Appraisal Shares) shall be converted converted, in accordance with the procedures set forth in this Agreement, into the right to receive any of the following forms of consideration (the “Merger Consideration”):receive, without interest: (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for For each share of Company Common Stock with respect to which an election to receive cash (a “"Cash Election”) has Election")has been validly effectively made and not revoked or deemed revoked pursuant to Section 2.2 (collectively, the “"Cash Election Shares”"), an amount in cash equal to the right Per Share Cash Consideration (the "Cash Consideration"); (ii) For each share of Company Common Stock with respect to which an election to receive in cash from TopCo an amount Parent Common Stock (a "Stock Election") has been effectively made and not revoked or deemed revoked pursuant to Section 2.2 (collectively, the "Stock Election Shares"), a number of validly issued, fully paid and nonassessable shares of Parent Common Stock equal to $43.50 the Exchange Ratio (the “Cash "Stock Consideration”"); it being understood that upon the Effective Time, pursuant to Section 1.6, the Parent Common Stock, including the shares issued to former holders of Company Common Stock as Merger Consideration, shall be the common stock of the Surviving Corporation; and (iviii) for For each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly effectively made and not revoked pursuant to Section 2.2 (collectively, the “"Non-Election Shares”"), the right to receive from TopCo such Share Stock Consideration and/or or Cash Consideration as is determined in accordance with Section 2.042.1. (b) For purposes of this Agreement, the following terms shall have the following meanings: (i) The "Exchange Ratio" means 0.4300.

Conversion of Company Common Stock. Each (1) Subject to Section 2.02(e), each issued and outstanding share of Company Common Stock held by Michael J. Gaughan and each issued and outstanding immediately prior share of Company Xxxxxx Xxxxx xxxx by Franklin Toti shall be converted into the right to receive 32.8025 (xxx "Xxxxx Xxchange Ratio") fully paid and nonassessable shares of Parent Common Stock. (2) Each issued and outstanding share of Company Common Stock held by Jerry Herbst shall be converted into the Effective Time right to receive $550 in cxxx. (3) Subject to Sections 2.01(b), 2.01(d) and 2.02(e), each issued and outstanding share of Company Common Stock held by stockholders of the Company other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided those stockholders named in Section 2.01(g), the Appraisal SharesSections 2.01(c)(1) and 2.01(c)(2) shall be converted into the right to receive any receive, at the election of the holder thereof, one of the following forms of consideration (the “Merger Consideration”as adjusted pursuant to Section 2.01(e)): (i) for each such share of Company Common Stock with respect to which an election to receive shares stock consideration (a “Share "Stock Election”") has been validly made effectively made, and not revoked or lost, pursuant to Section 2.03 (collectivelyeach, the “Share Election Shares”an "Electing Share"), the right to receive from TopCo 32.8025 (subject to adjustment as provided in Section 2.01(e), the number of validly issued, "Variable Exchange Ratio") fully paid and nonassessable TopCo shares of Parent Common Shares as is equal to 1.8716 Stock (the “Share Consideration” or the “Share Consideration Ratio”"Stock Election Amount"), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”);; and (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for each such share of Company Common Stock other than shares as to which a Cash ElectionElecting Shares (each, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “"Non-Election Shares”Electing Share"), the right to receive from TopCo $550 in cash (subject to adjustment as provided in Section 2.01(e), the "Cash Election Price"), and each stockholder of the Company that holds Non-Electing Shares shall be deemed to have made a cash election (a "Cash Election") with respect to such Share Non-Electing Shares. (4) The cash payable, and the shares of Parent Common Stock to be issued, upon the conversion of shares of Company Common Stock pursuant to this Section 2.01(c), and any cash payable in lieu of fractional shares of Parent Common Stock as contemplated by Section 2.02(e), are referred to collectively as "Merger Consideration". As of the Effective Time, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive Merger Consideration and/or Cash Consideration as is determined upon surrender of such certificate in accordance with Section 2.042.02, without interest. (5) Notwithstanding anything in this Agreement to the contrary, if, between the date of this Agreement and the Effective Time, the outstanding shares of the Parent Common Stock shall have been changed into a different number of shares or a different class 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, each of the Fixed Exchange Ratio and the Variable Exchange Ratio shall be correspondingly adjusted.

Conversion of Company Common Stock. Each At the Effective Time, by virtue of the Company Merger: (a) Subject to the provisions of SECTIONS 1.7(C), (D) and (E), each share of Company Common Stock issued and that is outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned excluding any Dissenting Shares and any shares of Company Shares and, except as provided in Section 2.01(gCommon Stock canceled or to remain outstanding pursuant to SECTION 1.7(E), the Appraisal Shares) shall be converted into converted, at the right to receive any election of the following forms holder thereof in accordance with the procedures set forth herein, into one of consideration (the “Merger Consideration”):following: (i) for each such share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) Holdco Common Stock has been validly effectively made and not revoked pursuant to SECTION 1.7(B) (collectively, the “Share Election Shares”a "STOCK ELECTION"), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 0.9404 shares (the “Share "EXCHANGE RATIO") of Holdco Common Stock (the "STOCK Consideration” or the “Share Consideration Ratio”"), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”);; and (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each such share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly effectively made and not revoked pursuant to SECTION 1.7(B) (collectively, the “Cash Election Shares”a "CASH ELECTION"), the right to receive in cash from TopCo an amount equal to $43.50 66.00 per share (the “Cash Consideration”"PER SHARE AMOUNT") in cash, without interest (the "CASH CONSIDERATION"); and. (ivb) for each share Each person who, at the Effective Time, is a record holder of shares of Company Common Stock (other than holders of shares of Company Common Stock to be canceled or to remain outstanding as set forth in SECTION 1.7(E) or Dissenting Shares) shall have the right to which a Cash Election, a Mixed submit an Election or a Share Election has been validly made and not revoked (collectively, Form specifying the “Non-Election Shares”), number of shares of Company Common Stock that such person desires to have converted into the right to receive from TopCo Holdco Common Stock pursuant to a Stock Election, and the number of shares of Company Common Stock that such Share Consideration and/or person desires to have converted into the right to receive the Cash Consideration as is determined pursuant to a Cash Election. Any such record holder who fails properly to submit an Election Form on or prior to the Election Deadline in accordance with the procedures set forth in SECTION 1.8(B) shall be deemed to have made a Cash Election. (c) In the event the total number of Cash Elections (including any deemed Cash Elections as provided for in Section 2.04.1.7(b)) would require aggregate Cash Consideration in excess of the Maximum Cash Consideration (as defined below), such Cash Elections shall be subject to proration as follows: for each Cash Election made by the holder of shares of Company Common Stock, the number of shares of Company Common Stock that shall be converted into the right to receive the Cash Consideration shall be the total number of shares of Company Common Stock subject to such Cash Election multiplied by the Cash Proration Factor. The

Conversion of Company Common Stock. Each Subject to the provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Sharesshares cancelled and retired pursuant to Section 2.1(a) hereof, the Subsidiary-Owned Company and other than Dissenting Shares and, except (as provided defined in Section 2.01(g2.4), the Appraisal Shares) shall be converted converted, at the election of the holder thereof, in accordance with the procedures set forth in Section 2.5 below and subject to Section 2.3, into the right to receive any of the following forms of consideration (the “Merger Consideration”):following, without interest: (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) cash has been validly effectively made and not revoked or lost pursuant to Section 2.5 (collectively, the a “Share Election SharesCash Election”), the right to receive in cash from TopCo the number of validly issuedParent, fully paid and nonassessable TopCo Common Shares as is without interest, an amount equal to 1.8716 $36.00 (the “Share Cash Consideration” or the ”) (collectively, “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCRCash Election Shares”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash common stock, par value $0.01 per share, of Parent (a “Mixed ElectionParent Common Stock”) has been validly effectively made and not revoked or lost pursuant to Section 2.5 (collectively, the a “Mixed Election SharesStock Election”), the right to receive from TopCo: Parent 1.00 (Athe “Exchange Ratio”) share of Parent Common Stock (the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B“Stock Consideration”) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iviii) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly effectively made and not revoked (collectively, the or lost pursuant to Section 2.5 ( “Non-Election Shares”), the right to receive from TopCo Parent such Share Stock Consideration and/or Cash Consideration as is determined in accordance with Section 2.042.3(c). The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the “Merger Consideration.” Upon such conversion, all such shares of Company Common Stock shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Company Stock Certificate (as defined in Section 2.5(d)) shall thereafter represent the right to receive the Merger Consideration, cash for fractional shares in accordance with Section 2.5(l) and any dividends or other distributions pursuant to Section 2.5(k) upon the surrender of the Company Stock Certificate in accordance with the terms hereof.

Conversion of Company Common Stock. Each Except as otherwise provided ---------------------------------- herein and subject to Sections 2.3 and 2.5, each issued and outstanding share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Shares, the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Shares) shall be converted into the right to receive any of the following forms of consideration (the “consideration described in (i), (ii), and (iii) below being the "Merger Consideration”" and the consideration described in (ii) and (iii) below being the "Stock Consideration"): (i) for each such share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) cash has been validly effectively made and not revoked pursuant to Sections 2.2(c), (collectively, the “Share Election d) and (e) ("Cash Electing Shares”"), the right to receive $27.00 in cash from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 Parent (the “Share Consideration” or the “Share Consideration Ratio”"Cash Election Price"), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”);; or (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) Parent Class A Stock has been validly effectively made and not revoked pursuant to Sections 2.2(c), (collectively, the “Mixed Election d) and (e) ("Parent Class A Electing Shares”"), the right to receive from TopCo: (A) Parent the number portion of validly issued, a fully paid and nonassessable TopCo Common Shares share of Parent Class A Stock determined by dividing $26.00 by the Average Parent Class A Stock Price (as is equal defined below) and rounding to 1.5274, with each TopCo Common Share having attached to it one CCR, and nine decimal places (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”"Parent Class A Exchange Ratio");; or (iii) for each such share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) Parent Class B Stock has been validly effectively made and not revoked pursuant to Sections 2.2(c), (d) and (e) or with respect to which none of the elections permitted by this Section 2.1 has been effectively made and not revoked (collectively, the “Cash Election "Parent Class B Electing Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”"), the right to receive from TopCo such Share Consideration and/or Cash Consideration as is Parent the portion of a fully paid and nonassessable share of Parent Class B Stock determined in accordance with Section 2.04by multiplying the Parent Class A Exchange Ratio by 30 and rounding to nine decimal places (the "Parent Class B Exchange Ratio").

Conversion of Company Common Stock. Each Subject to the provisions of this Article II, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than the Canceled Sharesshares cancelled and retired or converted pursuant to Section 2.1(a), the Subsidiary-Owned Company and other than Dissenting Shares and, except (as provided defined in Section 2.01(g2.6), the Appraisal Shares) shall be converted converted, at the election of the holder thereof, in accordance with the procedures set forth in Section 2.4 and subject to Sections 2.2 and 2.5, into the right to receive any of the following forms of consideration (the “Merger Consideration”):following, without interest: (i) for each share of Company Common Stock with respect to which an election to receive shares (a “Share Election”) cash has been validly effectively made and not revoked or lost, pursuant to Section 2.4 (a "CASH ELECTION" and collectively, the “Share Election Shares”"CASH ELECTION SHARES"), the right to receive in cash from TopCo Newco, without interest, the number amount of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 $36.00 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”"CASH CONSIDERATION"); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) Newco Common Stock has been validly effectively made and not revoked or lost, pursuant to Section 2.4 (a "STOCK ELECTION" and collectively, the “Mixed Election Shares”"STOCK ELECTION SHARES"), the right to receive from TopCo: (A) Newco 3.6 shares, or if the Conversion Price Per Share is not $10.00 then such other number of validly issued, fully paid and nonassessable TopCo Common Shares shares as is equal to 1.527436 divided by the Conversion Price Per Share (the "EXCHANGE RATIO"), with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Newco Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”"STOCK CONSIDERATION"); and (iviii) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Stock Election has been validly effectively made and not revoked revoked, pursuant to Section 2.4 (collectively, the “Non"NON-Election Shares”ELECTION SHARES"), the right to receive from TopCo Newco such Share Stock Consideration and/or or Cash Consideration Consideration, as is determined in accordance with Section 2.042.2(b). The Cash Consideration and Stock Consideration are sometimes referred to herein collectively as the "MERGER CONSIDERATION". For purposes of this Agreement, references to Company Common Stock shall be deemed to include, where appropriate, references to the right to receive shares of Company Series A Junior Participating Preferred Stock pursuant to the Rights Agreement, dated as of May 24, 1999, as amended between Company and American Stock Transfer & Trust Company ("AST") (the "COMPANY RIGHTS AGREEMENT").

Conversion of Company Common Stock. Each At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror, the Company or Company Stockholders, each share of Company Common Stock (other than Treasury Stock or shares of Company Common Stock held by Acquiror) that is issued and outstanding immediately prior to the Effective Time (other than the Canceled Shares, Dissenting Shares and the Subsidiary-Owned Company Shares and, except as provided in Section 2.01(g), the Appraisal Cancelled Shares) shall be converted into the right to receive any (A) subject to the provisions of Annex I, the contingent right to receive a number of Earnout Shares following forms of consideration the Closing in accordance with Section 3.07 and Annex I, (B) the “Merger Consideration”):following: (i) for each if the holder of such share of Company Common Stock with respect to which an makes a proper and timely election to receive shares (a “Share Election”) has been validly made and not revoked (collectively, the “Share Election Shares”), the right to receive from TopCo the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each share of Company Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election Section 3.02 to receive cash (a “Cash Election”) with respect to such share of Company Common Stock, which election has not been validly made revoked pursuant to Section 3.02 (each such share, a “Cash Electing Share”), an amount in cash for such Cash Electing Share, without interest, equal to the Per Share Merger Consideration Value (the ”Per Share Cash Election Consideration”); provided, however, that if (A) the sum of the aggregate number of Dissenting Shares and not revoked the aggregate number of Cash Electing Shares, multiplied by (collectivelyB) the Per Share Cash Election Consideration (such product, the “Aggregate Cash Election Amount”) exceeds the Cash Election Consideration Cap, then each Cash Electing Share shall be converted into the right to receive (1) an amount in cash, without interest, equal to the product of (aa) the Per Share Cash Election Consideration and (bb) a fraction, the numerator of which shall be the Cash Election Consideration Cap and the denominator of which shall be the Aggregate Cash Election Amount (such fraction, the “Cash Election SharesFraction”)) and (2) a number of validly issued, the right to receive in cash from TopCo an amount fully paid and nonassessable shares of Applicable Surviving Company Common Stock equal to $43.50 the product of (x) the “Per Share Stock Consideration and (y) one (1) minus the Cash Consideration”)Fraction; and (ivii) for each if the holder of such share makes a proper election to receive shares of Applicable Surviving Company Common Stock (a “Stock Election”) with respect to such share of Company Common Stock other than shares as Stock, which election has not been revoked pursuant to which Section 3.02, or the holder of such share fails to make a Cash Election, a Mixed Election or a Share Stock Election has been validly made and not revoked (collectively, the “Non-Election Shares”), the right with respect to receive from TopCo such Share Consideration and/or Cash Consideration as is determined share in accordance with the procedures set forth in Section 2.04.3.02, the Per Share Stock Consideration; and

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 the Canceled Shares, the Subsidiary-Owned Dissenting Shares and Company Shares and, except as provided Common Stock to be cancelled in accordance with Section 2.01(g), the Appraisal Shares3.1(c) hereof) shall be converted into the right to receive (A) 0.5677 (the "CONVERSION NUMBER") of a fully paid and nonassessable share of Laser Common Stock and (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 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 dividend (other than regular quarterly dividend payments, consistent with past practice), whether in cash or property, the amount of the following forms cash portion of consideration (the “Per Share Merger Consideration”): (i) for 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 aggregate with respect to 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 pursuant hereto had been issued to the holders of the shares of Company Common Stock. (iii) Each of the shares of Company Common Stock converted in accordance with paragraph (i) of this Section 3.1(a) shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock shall cease to have any rights with respect to which an election to receive shares (a “Share Election”) has been validly made and not revoked (collectivelythereto, the “Share Election Shares”), except the right to receive from TopCo the number Per Share Merger Consideration and cash in lieu of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.8716 (the “Share Consideration” or the “Share Consideration Ratio”), with each TopCo Common Share having attached to it one contingent consideration right, which shall represent the right to receive a contingent payment in accordance with the terms and conditions of the CCR Agreement (a “CCR”); (ii) for each any fractional share of Company Laser Common Stock with respect to which an election to receive shares and cash (a “Mixed Election”) has been validly made and not revoked (collectively, the “Mixed Election Shares”), the right to receive from TopCo: (A) the number of validly issued, fully paid and nonassessable TopCo Common Shares as is equal to 1.5274, with each TopCo Common Share having attached to it one CCR, and (B) cash in an amount equal to $8.00 (collectively, the “Mixed Consideration”); (iii) for each share of Company Common Stock with respect to which an election to receive cash (a “Cash Election”) has been validly made and not revoked (collectively, the “Cash Election Shares”), the right to receive in cash from TopCo an amount equal to $43.50 (the “Cash Consideration”); and (iv) for each share of Company Common Stock other than shares as to which a Cash Election, a Mixed Election or a Share Election has been validly made and not revoked (collectively, the “Non-Election Shares”), the right to receive from TopCo such Share Consideration and/or Cash Consideration as is determined in accordance with Section 2.043.4 hereof), to be issued or paid in consideration therefor upon the surrender of such certificate in accordance with Section 3.2 hereof, without interest.