Common use of Conversion of Company Stock Clause in Contracts

Conversion of Company Stock. (i) Each share of Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. Subject to adjustment, if applicable, pursuant to SECTIONS 4.1(E) hereof, and subject to the provisions of SECTION 4.3 hereof, (i) Each each share of Series A Preferred Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than excluding any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to of Company Common Stock described in SECTION 4.1(D)), shall, by virtue of the Merger and such Company Common Stock will without any action on the part of the holder thereof, be converted automatically converted (subject to Section 2.6(h)) into the right to receive such a number of shares of Parent Common Stock as is equal to the Exchange Ratioquotient of (x) 44,285,714 divided by (y) the total number of shares of Company Common Stock outstanding (including, for such purposes, all shares issuable upon surrender conversion of any then outstanding Company Series E Preferred Stock and upon exercise of the certificate representing such share Adjustment Warrant but excluding any shares of Series A Preferred Company Stock in the manner provided in Section 2.8 and subject to the deposit issued upon exercise of options outstanding as of the Escrow Shares date hereof) as of the Effective Time (such quotient, as adjusted from time to time pursuant to Section 2.9. SECTIONS 4.1(E) hereof, the "EXCHANGE RATIO") and (ii) Each each share of Company Series B E Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than shall, by virtue of the Merger and without any shares to action on the part of the holder thereof, be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such a number of shares of Parent Common Stock as is equal to the product of (A) the Exchange Ratio, upon surrender Ratio multiplied by (B) the number of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into which such Company Series E Preferred Stock is then convertible at the right to receive then applicable conversion ratio for such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9Series E Preferred Stock. The shares of Parent Common Stock exchangeable for any issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Company Common Stock will be issued converted into the right to receive Parent Shares pursuant to this SECTION 4.1(A) shall, by virtue of the MergerMerger and without any action on the part of the holders thereof, but cease to be outstanding, be canceled and cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION 4.2, the number of Parent Shares specified above and cash in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g)of fractional shares.

Conversion of Company Stock. (i) Each share of Series A Preferred Stock that is Share issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) Dissenting Shares and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (Shares subject to Section 2.6(h‎1.9(c)) ), shall be converted at the Effective Time into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender following: (i) each share of the certificate representing such share of Series A C Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will shall be deemed cancelled and extinguished, and each such share of Series C Preferred Stock shall be converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common the applicable Per Share Series C Preferred Merger Consideration payable with respect thereto, which will be paid to the Stockholders holding Series C Preferred Stock as is equal provided herein, at the times and subject to the Exchange Ratio, upon surrender contingencies specified therein and as set forth on the Final Merger Consideration Certificate. (ii) each share of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares)) shall be cancelled and extinguished, will and each such share of Series B Preferred Stock shall be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common the applicable Per Share Series B Preferred Merger Consideration payable with respect thereto, which will be paid to the Stockholders holding Series B Preferred Stock as is equal to provided herein, at the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 times and subject to the deposit contingencies specified therein and as set forth on the Final Merger Consideration Certificate. (iii) each share of the Escrow Shares pursuant Series A Preferred Stock issued and outstanding immediately prior to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to havethe Effective Time (other than Dissenting Shares) shall be cancelled and extinguished, and each such share of Series A Preferred Stock shall be converted into the right to receive the applicable Per Share Series A Preferred Merger Consideration payable with respect thereto, which will be paid to the Stockholders holding Series A Preferred Stock as provided herein, at the times and subject to, to the same terms contingencies specified therein and conditions as set forth on the Restricted Stock, including with regards to vestingFinal Merger Consideration Certificate. (iv) No fraction of a each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall be cancelled and extinguished, and each such share of Common Stock shall be converted into the right to receive the applicable Per Share Common Merger Consideration payable with respect thereto, which will be issued by virtue of paid to the MergerStockholders holding Common Stock as provided herein, but in lieu thereof, a cash payment shall be made pursuant at the times and subject to Section 2.6(g)the contingencies specified therein and as set forth on the Final Merger Consideration Certificate.

Conversion of Company Stock. (i) Each share of Series A Preferred Company Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to shall be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive receive, without interest, (X) the Closing Per Share Merger Consideration, with the aggregate amount of Closing Per Share Merger Consideration to be received by the Stockholder in respect of such number of Stockholder’s shares of Parent Common Company Stock as is equal to set forth on the Exchange RatioConsideration Spreadsheet, upon surrender (Y) any amounts that may become payable in respect of the certificate representing such share of Series A Preferred Company Stock in the manner future from the Escrow Funds as provided in Section 2.8 this Agreement and the Escrow Agreement or in respect of the Post-Closing Adjustment, at the respective times and subject to the deposit contingencies specified herein and therein, and (Z) any amounts that may become payable in respect of such share of Company Stock in the Escrow Shares pursuant future from the Contingent Amounts, as provided in this Agreement at the respective times and subject to Section 2.9the contingencies specified herein and therein. (ii) Each share of Series B Preferred Stock that is issued With respect to Section 2.08(b)(i)(Y) and outstanding immediately prior Section 2.08(b)(i)(Z) above, each Stockholder shall have the right to receive: (A) an amount equal to such Stockholder’s Allocation Percentage multiplied by any amounts paid, or distributed from the Purchase Price Adjustment Escrow Amount, to the Effective Time Stockholder Representative (other than any shares to be canceled on behalf of the Stockholders) pursuant to Section 2.6(f2.16, the Escrow Agreement or otherwise; (B) and an amount equal to such Stockholder’s Allocation Percentage multiplied by any Dissenting Sharesportion of any Contingent Amount paid to the Stockholder Representative (on behalf of the Stockholders) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted Section 2.17; (subject to Section 2.6(h)C) into the right to receive such number of shares of Parent Common Stock as is an amount equal to such Stockholder’s Allocation Percentage multiplied by amounts paid to the Exchange Ratio, upon surrender Stockholder Representative (on behalf of the certificate representing Stockholders), or pursuant to which such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares Stockholder otherwise becomes entitled to, pursuant to Section 2.9.8.06; and (iiiD) Each share an amount equal to such Stockholder’s Allocation Percentage multiplied by any portion of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock Stockholder Representative Expense Amount released by, or caused to be canceled released by, the Stockholder Representative (on behalf of the Stockholders) pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting10.01. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. (i) Each Subject to the provisions of this Section 1.5, each share of Series A Company Common Stock and Company Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled cancelled and retired pursuant to Section 2.6(f1.5(a)(v) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted Shares (subject to as defined in Section 2.6(h1.5(a)(vi))) shall be converted in accordance with the procedures set forth in Section 1.6 into the right to receive such number of shares of Parent Common Stock as is equal for each share of: (A) with respect to the Exchange Ratio, upon surrender of the certificate representing such each outstanding share of Series A B-1 Preferred Stock, the consideration set forth on the Closing Payment Schedule under the heading “Series B-1 Preferred Per Share Merger Consideration” (without duplication and after all applicable deductions set forth but subject to any further adjustments as set forth in this Agreement); (B) with respect to each outstanding share of Series B Preferred Stock, once the holders of each share of Series B-1 Preferred Stock have received the Series B-1 Liquidation Preference for each share of Series B-1 Preferred Stock in such holder’s possession, the manner provided in Section 2.8 consideration set forth on the Closing Payment Schedule under the heading “Series B Preferred Per Share Merger Consideration” (without duplication and subject to the deposit of the Escrow Shares pursuant to Section 2.9.any further adjustments as set forth in this Agreement); (iiC) Each with respect to each outstanding share of Series A-1 Preferred Stock, once the holders of each share of Series B Preferred Stock that is issued and outstanding immediately prior to have received the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such Series B Liquidation Preference for each share of Series B Preferred Stock in such holder’s possession, the manner provided in Section 2.8 consideration set forth on the Closing Payment Schedule under the heading “Series A-1 Preferred Per Share Merger Consideration” (without duplication and subject to the deposit of the Escrow Shares pursuant to Section 2.9.any further adjustments as set forth in this Agreement); (iiiD) Each with respect to each outstanding share of Junior Preferred Stock, once the holders of each share of Series A-1 Preferred Stock have received the Series A-1 Liquidation Preference for each share of Series A-1 Preferred Stock in such holder’s possession, the consideration set forth on the Closing Payment Schedule under the heading “Junior Preferred Per Share Merger Consideration” (without duplication and subject to any further adjustments as set forth in this Agreement); and (E) thereafter, with respect to each outstanding share of Company Common Stock that is issued and outstanding immediately prior to or Company Preferred Stock, once the Effective Time (other than any shares holders of Company Common Junior Preferred Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into have received the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such Junior Preferred Liquidation Preference for each share of Company Common Junior Preferred Stock in such holder’s possession, the manner provided in Section 2.8 consideration set forth on the Closing Payment Schedule under the heading “Remainder Per Share Merger Consideration” (without duplication and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions further adjustments as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but set forth in lieu thereof, a cash payment shall be made pursuant to Section 2.6(gthis Agreement).

Conversion of Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, any Securityholder, or the Securityholders’ Representative, the Merger shall be effected in accordance with the following terms: (ia) Each share of Series A Preferred Merger Sub Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Surviving Corporation. (b) Each share of Company Stock issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Excluded Shares) pursuant to the terms thereof will shall be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number the following: (i) Each share of shares of Parent Common Series A-2 Preferred Stock as is issued and outstanding immediately prior to the Effective Time shall be converted into a right to receive the following: (A) an amount in cash equal to the Exchange Ratio, upon surrender of the certificate representing such share of Per Share Series A Preferred Stock A-2 Closing Merger Consideration Amount; plus (B) an amount in the manner provided in Section 2.8 and subject cash equal to the deposit of Per Share Surplus Merger Consideration Adjustment Amount, if any; plus (C) an amount in cash equal to the Escrow Shares pursuant Per Share Expense Funds Amount, if any; plus (D) an amount in cash and/or Earn-Out Shares, as applicable, in accordance with the terms hereunder, equal to Section 2.9the Per Share Earn-Out Amount. (ii) Each share of Series B A-1 Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to shall be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the a right to receive such number of shares of Parent Common Stock as is the following: (A) an amount in cash equal to the Exchange RatioPer Share Remaining Closing Merger Consideration Amount, upon surrender of the certificate representing such share of Series B Preferred Stock plus (B) an amount in the manner provided in Section 2.8 and subject cash equal to the deposit of Per Share Surplus Merger Consideration Adjustment Amount, if any; plus (C) an amount in cash equal to the Escrow Shares pursuant Per Share Expense Funds Amount, if any; plus (D) an amount in cash and/or Earn-Out Shares, as applicable, in accordance with the terms hereunder, equal to Section 2.9the Per Share Earn-Out Amount. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into a right to receive the following: (A) an amount in cash equal to the Per Share Remaining Closing Merger Consideration Amount, plus (B) an amount in cash equal to the Per Share Surplus Merger Consideration Adjustment Amount, if any; plus (C) an amount in cash equal to the Per Share Expense Funds Amount, if any; plus (D) an amount in cash and/or Earn-Out Shares, as applicable, in accordance with the terms hereunder, equal to the Per Share Earn-Out Amount. (c) Each share of Company Stock held in the treasury of the Company and each share of Company Stock owned or held, directly or indirectly, by the Company or by Parent or Merger Sub, in each case immediately prior to the Effective Time, shall be cancelled and retired and shall cease to exist without any conversion thereof and no payment of cash or any other consideration or distribution shall be made with respect thereto. (d) With respect to any Stockholder and/or Optionholder, the portion of the Closing Merger Consideration and any payment of Additional Merger Consideration receivable by such Securityholder under this Agreement shall be aggregated for all shares of Company Stock and/or all shares of Common Stock subject to Stock Options, as applicable, held by such Securityholder, and, following such aggregation, any fractional cents shall be rounded to the nearest whole cent. (e) As of the Effective Time, each holder of a Certificate (other than a Certificate representing Dissenting Shares, the treatment of which is addressed in Section 4.3) shall cease to have any rights with respect to such Certificate or any shares of Company Common Stock that were represented by such Certificate prior to be canceled pursuant to Section 2.6(f) and any Dissenting Shares)the Effective Time, will be automatically converted (subject to Section 2.6(h)) into except the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratioreceive, upon surrender of the certificate representing such share of Company Common Stock Certificate in the manner provided accordance with Section 5.2(e), a portion, without interest, in Section 2.8 and subject to the deposit accordance with this Agreement, of the Escrow Shares pursuant to Section 2.9Closing Merger Consideration and a portion, without interest, in accordance with this Agreement, of the Additional Merger Consideration. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and Surrendered Certificates shall forthwith be subject to, cancelled by the same terms and conditions as the Restricted Stock, including with regards to vestingSurviving Corporation. (ivf) No fraction of a share of Parent Common Stock will be issued by virtue None of the MergerSurviving Corporation, but in lieu thereof, a cash payment Parent or Merger Sub shall be made pursuant liable to Section 2.6(g)any Person in respect of amounts paid to a public official to the extent required under any applicable abandoned property, escheat or similar Law.

Conversion of Company Stock. (iSubject to Sections 3.1(a)(iv), 3.2(g), 3.2(h) Each and 3.5, each share of Series A Preferred Company Stock that is issued and outstanding immediately prior to the First Effective Time (other than such shares of Company Stock held by the Company or any shares to be canceled pursuant to Section 2.6(f) Company Subsidiary and any Dissenting Shares), shall be entitled to receive: (1) pursuant an amount in cash, without interest, equal to the terms thereof will be deemed converted portion of the Net Cash Consideration allocable to each share of Company Common Stock and such as set forth on the Aggregate Consideration Spreadsheet less the portion of the Stockholder Representative Reserve allocable to each share of Company Common Stock will be automatically converted as set forth on the Aggregate Consideration Spreadsheet; plus (subject to Section 2.6(h)2) into the right to receive the Net Stock Consideration allocable to each share of Company Stock as set forth on the Aggregate Consideration Spreadsheet; provided that in the event that the Net Stock Consideration exceeds 9,090,909 shares of Parent Common Stock, then Parent, in its sole discretion, shall be entitled to elect to pay the amount of such excess allocable to each share of Company Stock in cash (without interest), in Parent Common Stock or in a combination of cash (without interest) and Parent Common Stock; plus (3) at the time set forth in, and subject to, Section 9.3 (and with respect to the disbursement of any amounts remaining in the Stockholder Representative Reserve, Section 3.4), such holder’s Pro Rata Portion of the Escrow Payment, if any. The aggregate “Escrow Payment” is an amount equal to (I) the Escrow Shares, less (II) the number of Escrow Shares forfeited to satisfy indemnifiable Losses or any other expenses or amounts deducted from the Escrow Fund, in each case in accordance with Article III and/or Article IX, plus (III) any amounts remaining in the Stockholder Representative Reserve. Collectively, the Net Cash Consideration, the Net Stock Consideration and the Escrow Payment, if any, payable pursuant to this Section 3.1(a), which shall not in the aggregate exceed $20,000,000.00 less the amount of the Adjusted Note Obligation as of the Closing Date, are referred to as the “Company Stock Merger Consideration”. Notwithstanding any provision in this Agreement to the contrary, Parent shall not issue shares of Parent Common Stock as is equal under this Agreement to the Exchange Ratio, upon surrender extent (and only to the extent) such issuance would require the prior approval of the certificate representing stockholders of Parent pursuant to Nasdaq Listing Rule 5635, and in lieu of such share issuance Parent will make payment pursuant to this Agreement in shares of Series A D Preferred Stock. At the First Effective Time, all shares of Company Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the First Effective Time shall no longer be outstanding and such shares of Company Stock shall be cancelled and retired and shall cease to exist, and each certificate (a “Certificate”) formerly representing any such shares of Company Stock (other than such shares held by the Company or any shares to be canceled pursuant to Section 2.6(fCompany Subsidiary) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into shall thereafter represent only the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender applicable portion of the certificate representing such share of Series B Preferred Company Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9Merger Consideration. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. (i) Each share of Series A Preferred Stock that is Subject to Sections 2.01(d) and 2.02(e), each 11.79 issued and outstanding immediately prior to the Effective Time shares of Company Stock (other than any shares to be canceled pursuant to in accordance with Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h2.01(a)) shall be converted into the right to receive, subject to the provisions of Section 8.05, either cash in the amount of $37.625 or one fully paid and non-assessable share of Parent Common Stock; PROVIDED, HOWEVER, that solely with respect to shares of Company Stock issuable upon the exercise of options therefor outstanding on the date of this Agreement, all rights to exercise such options and all rights appertaining thereto under this Agreement shall continue for a period of thirty (30) days following the adoption of this Agreement by the shareholders of the Company or until the Effective Time, whichever shall first occur, and any shares issued pursuant to options exercised within that period shall be converted in accordance with this Section 2.01(b). Shareholders shall receive such number cash (calculated at $37.625 per whole share of Parent Common Stock) in lieu of fractional shares of Parent Common Stock as is equal to resulting from the Exchange Ratio, upon surrender foregoing calculation. The Company agrees that (i) The Development Council shall have waived redemption of the certificate representing such share of Series A Company Preferred Stock in the manner provided in Section 2.8 owned by it and subject agreed to the deposit exchange such shares pursuant to this section; and (ii) at least 51 percent of the Escrow Shares pursuant to Section 2.9issued and outstanding shares of Company Stock shall be exchanged for Parent Common Stock. (ii) Each share As of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any Time, all such shares to be canceled of Company Stock exchanged pursuant to Section 2.6(f2.01(c)(i) 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 Dissenting Shares) pursuant such shares of Company Stock shall cease to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into have any rights with respect thereto, except the right to receive such number receive, subject to the provisions of Section 8.05, cash and whole shares of Parent Common Stock as is equal to the Exchange Ratio, be issued or paid in consideration therefor upon surrender of the such certificate representing such share of Series B Preferred Stock in the manner provided accordance with Section 2.02, in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9each case without interest. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. (i) Each share of Series A Preferred Company Stock that is issued and outstanding immediately prior to the Effective Time (other than any (w) shares of Rollover Company Stock, (x) shares of Company Stock held by Purchaser, (y) shares to be canceled pursuant to Section 2.6(f2.05(c), and (z) and any Dissenting Shares) pursuant to ), shall, at the terms thereof will Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number cash (without interest) from the Surviving Corporation as follows: (i) in respect of shares each share of Parent Company Common Stock as is Stock, an amount equal to the Exchange RatioPer Share Merger Consideration payable to the holder thereof, without interest thereon, upon the surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate previously representing such share of Company Common Stock Stock; (ii) in the manner provided in Section 2.8 and subject respect of each share of Series I Convertible Preferred Stock, an amount equal to the deposit Per Share Merger Consideration payable to the holder thereof, without interest thereon, upon the surrender of the Escrow Shares pursuant to Section 2.9. The shares certificate previously representing such share of Parent Common Stock exchangeable for any shares Series I Convertible Preferred Stock; (iii) in respect of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted each share of Series II Convertible Preferred Stock, including with regards an amount equal to vesting.the Per Share Merger Consideration payable to the holder thereof, without interest thereon, upon the surrender of the certificate previously representing such share of Series II Convertible Preferred Stock; (iv) No fraction in respect of a each share of Parent Common Stock will be issued by virtue Series I Senior Convertible Participating Preferred Stock, an amount equal to the Per Share Merger Consideration payable to the holder thereof, without interest thereon, upon the surrender of the Mergercertificate previously representing such share of Series I Senior Convertible Participating Preferred Stock; and (v) in respect of each share of Series II Senior Convertible Participating Preferred Stock, but in lieu an amount equal to the Per Share Merger Consideration payable to the holder thereof, a cash payment shall be made pursuant to Section 2.6(g).without interest thereon, upon the surrender of the certificate previously representing such share of Series II Senior

Conversion of Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of AMRE, Merger Sub, the Company, the holders of any of the shares (ithe "COMMON SHARES") of common stock, par value $1.00 per share of the Company (the "COMPANY COMMON STOCK"), or the holders of any of the shares (the "PREFERRED SHARES" and together with the Common Shares, the "SHARES") of convertible preferred stock, without par value, of the Company (the "COMPANY PREFERRED STOCK" and together with the Company Common Stock, the "COMPANY STOCK"): (a) Each share of Series A Preferred Stock that is Common Share issued and outstanding immediately prior to the Effective Time (other than any shares to Dissenting Shares, as hereinafter defined, and Common Shares held in the treasury of the Company) shall be canceled pursuant to Section 2.6(fand retired and be converted into 601.20 (the "COMMON STOCK EXCHANGE AMOUNT") validly issued, fully paid and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of non-assessable shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender $0.01 par value common stock of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9AMRE ("AMRE COMMON STOCK"). (iib) Each share of Series B Preferred Stock that is Share issued and outstanding immediately prior to the Effective Time (other than any shares to Dissenting Shares and Preferred Shares held in the Treasury of the Company) shall be canceled pursuant to Section 2.6(fand retired and be converted into 857.14 (the "PREFERRED STOCK EXCHANGE AMOUNT") validly issued, fully paid and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of non-assessable shares of Parent $.01 par value AMRE Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9Stock. (iiic) Each share of Company Common Stock that Share which is issued and outstanding immediately prior to the Effective Time and which is held in the treasury of the Company shall be canceled and retired, and no payment shall be made with respect thereto. (other than any d) No fractional shares of Company AMRE Common Stock to shall be canceled pursuant to Section 2.6(f) and any Dissenting Shares)issued in connection with the Merger. In lieu thereof, one additional share of AMRE Common Stock will be automatically converted issued for any fractional share that would have otherwise been issued. (subject to Section 2.6(h)e) into the right to receive such number of shares of Parent Common Stock as is equal Notwithstanding anything in this Agreement to the Exchange Ratiocontrary, upon surrender Shares which are outstanding immediately prior to the Effective Time and which are held by shareholders of the certificate representing Company who shall (i) not have consented to the adoption of this Agreement and the approval of the Merger, (ii) have delivered a written notice of intent to demand payment for such share of Company Common Stock Shares in the manner provided in Section 2.8 and subject to the deposit 13.1-733 of the Escrow Shares pursuant to Virginia Law ("DISSENTING SHARES") and (iii) have complied with the provisions of Section 2.9. The shares 13.1-735 of Parent Common Stock the Virginia Law shall not be converted into or be exchangeable for any shares of Restricted Stock will continue the right to have, and receive the payment to be subject paid for each Share converted pursuant to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. (i) Each Subject to Section 2.2(b), each share of Company Series A Preferred Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any (A) shares to be canceled pursuant to of Company Series A Preferred Stock referenced in Section 2.6(f2.1(b) and any (B) Dissenting Shares) shall be converted into the right of the holder thereof to receive (in cash and/or Buyer Common Stock, as applicable, as set forth in the Closing Date Allocation Schedule): (1) the Series A Preference Amount, plus (2) such share’s applicable Closing Waterfall Per Share Amount, plus (3) such share’s Pro Rata Share of the portion of all Future Payments that become payable pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9this Agreement. (ii) Each Subject to Section 2.2(b), each share of Company Series B Preferred Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any (A) shares to be canceled pursuant to of Company Series B Preferred Stock referenced in Section 2.6(f2.1(b) and any (B) Dissenting Shares) shall be converted into the right of the holder thereof to receive (in cash and/or Buyer Common Stock, as applicable, as set forth in the Closing Date Allocation Schedule): (1) the Series B Preference Amount, plus (2) such share’s applicable Closing Waterfall Per Share Amount, plus (3) such share’s Pro Rata Share of the portion of all Future Payments that become payable pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9this Agreement. (iii) Each Subject to Section 2.2(b), each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any (A) shares of Company Common Stock to be canceled pursuant to referenced in Section 2.6(f2.1(b) and any (B) Dissenting Shares), will ) shall be automatically converted (subject to Section 2.6(h)) into the right of the holder thereof to receive (in cash and/or Buyer Common Stock, as applicable, as set forth in the Closing Date Allocation Schedule): (1) such number share’s applicable Closing Waterfall Per Share Amount, plus (2) such share’s Pro Rata Share of shares the portion of Parent Common Stock as is equal all Future Payments that become payable pursuant to the Exchange Ratio, upon surrender terms of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vestingthis Agreement. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. (ia) Each share of Series the Company Stock shall be converted into 3,000 shares of Surviving Corporation Stock (after which (a) TPG Holding shall hold 90,000 shares of Surviving Corporation Stock and (b) Motorola shall hold 210,000 shares of Surviving Corporation Stock). (b) All shares of Company Stock that are held by the Company as treasury stock or that are held by any other Person other than Motorola and TPG Holding shall be cancelled and retired and cease to exist at the Effective Time. (c) Certificates representing Surviving Corporation Stock issued at the Closing shall bear a legend in substantially the following form: THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR UNDER STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE RESOLD OR TRANSFERRED UNLESS REGISTERED OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. IN ADDITION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF A STOCKHOLDERS' AGREEMENT DATED AS OF _____________, 1999 AND MAY NOT BE VOTED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE WITH SUCH AGREEMENT. (d) The TPG Acquisition Stock shall be converted into Surviving Corporation Preferred Stock having an original liquidation preference of $150.0 million. (e) At the Effective Time, SCI LLC shall (at the option of TPG Holding) purchase or fund, through capital contributions or intercompany loans, directly or indirectly to the Subsidiaries of SCI LLC that is issued are obligators thereunder, the amount in U.S. dollars required (i) to pay in full, (ii) to repurchase in full or (iii) to repurchase in part and outstanding immediately prior to pay the remaining amount in full, the Company Notes at the Effective Time (other than any shares such amount, the "COMPANY NOTES AMOUNT"). The Company Notes Amount shall be used by SCI LLC or such Subsidiaries concurrently with such funding to be canceled pursuant to Section 2.6(fpay in full, repurchase in full or repurchase in part and pay the remaining amount in full from the holders thereof (at TPG Holding's option) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender each of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9Company Notes. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. (ia) Each At the Effective Time, each share of Series A Preferred the common stock, par value $0.01 per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of Common Stock, par value $1.00 per share, of the Surviving Corporation. (b) At the Effective Time, each share of the Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to of Company Common Stock (i) held in the Company's treasury or (ii) owned by Parent, Merger Sub or any other wholly owned Subsidiary (as defined in Section 10.15) of Parent or the Company) shall, by virtue of the Merger and such Company Common Stock will without any action on the part of the holder thereof, be automatically converted (subject to Section 2.6(h)) into the right to receive such a number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iic) As a result of the Merger and without any action on the part of the holder thereof, each share of the Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate (a "Certificate") representing any shares of the Company Common Stock shall thereafter cease to have any rights with respect to such shares of the Company Common Stock, except the right to receive, without interest, Parent Common Stock and cash for fractional shares of Parent Common Stock in accordance with Sections 4.3(b) and 4.3(e) upon the surrender of such Certificate. (d) Each share of Series B Preferred the Company Common Stock that is issued and outstanding immediately prior to held in the Company's treasury, and each share of the Company Common Stock owned by Parent, Merger Sub or any other wholly owned Subsidiary of Parent or the Company shall, at the Effective Time (other than any shares and by virtue of the Merger, cease to be outstanding and shall be canceled pursuant and retired without payment of any consideration therefor, and no stock of Parent or other consideration shall be delivered in exchange therefor. (e) (i) At the Effective Time, all options (individually, a "Company Option" and collectively, the "Company Options") then outstanding under the Western Atlas Inc. 1993 Stock Incentive Plan and the Western Atlas Inc. Director Stock Option Plan (collectively, the "Company Stock Option Plans") shall remain outstanding following the Effective Time. At the Effective Time, the Company Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder of any Company Option, be assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to Section 2.6(fwhich section 424(a) and any Dissenting Sharesapplied" within the meaning of section 424 of the Code or (ii) pursuant to the extent that section 424 of the Code does not apply to any Company Option, would be such a corporation were section 424 of the Code applicable to such option. Each Company Option assumed by Parent shall be exercisable upon the same terms thereof will and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (i) each Company Option shall be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such exercisable for that whole number of shares of Parent Common Stock as is equal (rounded to the Exchange Ratio, upon surrender nearest whole share) into which the number of shares of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding subject to such Company Option immediately prior to the Effective Time (other than any shares of Company Common Stock to would be canceled pursuant to converted under Section 2.6(f) and any Dissenting Shares4.2(b), will be automatically converted and (subject to Section 2.6(h)ii) into the right to receive such number of shares option price per share of Parent Common Stock as is shall be an amount equal to the Exchange Ratio, upon surrender of the certificate representing such option price per share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but such Company Option in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).effect

Conversion of Company Stock. (i) Each Subject to Section 1.10, each --------------------------- ------------ share of Series A Preferred Company Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to held by Dissenting Stockholders) shall be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No a fraction of a share of Parent Common Stock will equal to the Exchange Ratio (as defined in Section 1.6(e)). All such Company Stock, when so -------------- converted, shall no longer be issued outstanding and shall automatically be canceled and retired and shall cease to exist, and the holder of a certificate ("Stock Certificate") that, immediately prior to the Effective Time, represented outstanding shares of Company Stock shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such Stock Certificate, (i) the Parent Common Stock (the "Merger Consideration") to which such holder is entitled pursuant to this Section 1.6(c), (ii) certain dividends -------------- and other distributions in with Section 1.6(d), and (iii) cash in lieu of -------------- fractional shares Parent Common Stock in accordance with Section 1.10, without ------------ interest. Until surrendered as contemplated by virtue Section 1.7, each Stock ----------- Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 1.6(c). Notwithstanding the foregoing, if between -------------- the date of this Agreement and the Effective Time, the outstanding shares of Company Stock or Parent Common Stock shall have been changed into a different number of shares or a different class because of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Exchange Ratio with respect to such shares shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. After the Effective Time, the Stock transfer books of the Merger, but in lieu thereof, a cash payment Company shall be made pursuant closed and there shall be no further registration of transfers of Company Stock outstanding prior to the Effective Time. If, at or after the Effective Time, Stock Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided for, and in accordance with the procedures set forth in this Section 2.6(g1.6(c).. --------------

Conversion of Company Stock. (i) Each share of Series A Preferred Company Stock that is --------------------------- (including any shares of Company Stock issued and upon exercise, conversion or exchange of all other outstanding securities immediately prior to the Effective Time (other than any shares to be canceled Closing pursuant to Section 2.6(f2.2) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f2.1(b)) and any Dissenting (the "Convertible Shares), ") will be automatically canceled and extinguished ------------------ and converted (subject to Section 2.6(h)) into the right to receive such receive, subject to the provisions of Section 2.1(a)(iii), (A) a per share cash payment without interest determined by dividing [**] (minus $30,000 due to Finder for services rendered to Company, together with any amount in excess of $40,000 due and to become due to Xxxx Xxxx Xxxx & Friedenrich LLP for services rendered and to be rendered to the Company, and related expenses, in connection with the transactions contemplated hereby) (the "Cash Consideration") by the number of Convertible Shares, and (B) that ------------------ number of shares of Parent Common Junior Preferred Stock as is equal to [**] (minus 40,000 shares of Junior Preferred Stock due to Finder for services rendered to Company) divided by the Exchange Ratio, number of Convertible Shares (the "Equity Consideration," and -------------------- together with the Cash Consideration the "Merger Consideration"). No fractional -------------------- shares of Junior Preferred Stock shall be issued. (ii) The portion of the Merger Consideration for each Convertible Share shall be paid upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit 2.3. (iii) Ten percent (10%) of the Equity Consideration (together with all dividends and other distributions thereon) (the "Escrow Shares Fund") shall be ----------- placed in escrow for the purposes of satisfying damages, losses, expenses, and other similar charges which result from breaches of representations and warranties, and shall be held and disbursed pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue this Agreement and the Escrow Agreement to havebe signed between the parties (the "Escrow Agreement"), and be subject to, ---------------- substantially in the same terms and conditions form attached hereto as the Restricted Stock, including with regards to vesting.Exhibit D. --------- (iv) No fraction All Convertible Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each certificate previously representing any such Convertible Shares shall thereafter represent the right to receive upon surrender of a share of Parent Common Stock will be issued by virtue such certificate the portion of the Merger, but Merger Consideration into which such Convertible Share was converted in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g)the Merger without interest.

Conversion of Company Stock. (i) Each At the Effective Time by virtue of the Merger and without any action on the part of the holders of Company Common Stock, each share of Series A Preferred Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than excluding those held in the treasury of Company), and all rights in respect thereof, shall forthwith cease to exist and be converted into .271443 of a share (the "COMMON STOCK EXCHANGE RATIO") of Parent Common Stock. At the Effective Time by virtue of the Merger and without any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to action on the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into part of the right to receive such number holders of shares of Parent Common Stock as is equal to the Exchange RatioSeries A Preferred, upon surrender of the certificate representing such each share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares excluding those held in the treasury of Company), and all rights in respect thereof, shall forthwith cease to exist and be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of 1.008466 shares of Parent Common Stock as is equal to (the "PREFERRED STOCK EXCHANGE RATIO," and, together with the Common Stock Exchange Ratio, upon surrender the "EXCHANGE RATIOS"). At the Effective Time by virtue of the certificate representing such share of Series B Preferred Stock in Merger and without any action on the manner provided in Section 2.8 and subject to the deposit part of the Escrow Shares pursuant to Section 2.9. (iii) Each share holders of the Company Common Stock that is Options, each Company Option issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock Time, and all rights in respect thereof, shall forthwith cease to exist and Parent Options shall be canceled pursuant substituted therefor. Each such Parent Option shall be evidenced by a new stock option agreement issued by Parent to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender each of the certificate representing holders of a Company Option (each a "PARENT GRANT AGREEMENT"). Each such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to Grant Agreement shall have, and be subject to, the same terms and conditions set forth in the applicable stock option agreements for the Company Options, as in effect on the Restricted Stockdate hereof (each a "COMPANY OPTION AGREEMENT"), including with regards to vesting. (iv) No fraction except that each Parent Option will be exercisable for the number of a share shares of Parent Common Stock equal to the product of the number of shares of Company Common Stock that were subject to such corresponding Company Option immediately prior to the Effective Time multiplied by the Common Stock Exchange Ratio, rounded down to the nearest whole share, and the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Parent Option will be issued equal to the quotient determined by dividing the exercise price per share of Company Common Stock at which such Company Option was exercisable immediately prior to the Effective Time by the Common Stock Exchange Ratio, rounded up to the nearest whole cent. At the Effective Time by virtue of the MergerMerger and without any action on the part of the holders of the Amended Warrants, each Amended Warrant issued and outstanding immediately prior to the Effective Time, and all rights in respect thereof, shall forthwith cease to exist and Parent Warrants shall be substituted therefor. Each such Parent Warrant shall have, and be subject to, the same terms and conditions set forth in the applicable Amended Warrant, except that each Parent Warrant will be exercisable for the number of shares of Parent Common Stock equal to the product of the number of shares of Series A Preferred that were subject to such corresponding Amended Warrant immediately prior to the Effective Time multiplied by the Common Stock Exchange Ratio, rounded down to the nearest whole share, and the per share exercise price for the shares of Parent Common Stock issuable upon exercise of such Parent Warrent will be equal to the quotient determined by dividing the exercise price per share of Series A Preferred at which such Amended Warrant was exercisable immediately prior to the Effective Time by the Common Stock Exchange Ratio, rounded up to the nearest whole cent. Except pursuant to the terms of Sections 1.6(d) or 8.5, in no event shall Parent be required to issue any Parent Common Stock or options, warrants or other securities exercisable for or convertible into in excess of 10,000,000 shares of Parent Common Stock pursuant to the terms of this Agreement, including, but in lieu thereofnot limited to, a cash payment shall the Parent Common Stock issuable upon exercise of the Parent Options, the Parent Common Stock issuable upon exercise of the Parent Warrants, the Parent Common Stock to be made issued to Xxxxxxxx Xxxxxxxxxxxxx pursuant to Section 2.6(g1.6(g) and the Parent Common Stock to be issued to Xxxxx Xxxxxx pursuant to Section 1.6(h). An aggregate of 1,350,000 shares of the Merger Consideration (as defined below) payable to the stockholders of Company (the "STOCKHOLDERS") as set forth on EXHIBIT M attached hereto shall be subject to escrow pursuant to Sections 1.8(b) and 8.2. The aggregate number of shares of Parent Common Stock issuable (i) pursuant to this Section 1.6(a), (ii) upon exercise of the Parent Options and the Parent Warrants, and (iii) pursuant to Section 1.6(d) are collectively referred to herein as the "MERGER CONSIDERATION". The aggregate number of shares of Parent Common Stock that the holders of the Series A Preferred receive pursuant to this Section 1.6(a) is referred to herein as the "SERIES A PREFERRED MERGER CONSIDERATION."

Conversion of Company Stock. (i) Each At the Effective Time of the First Merger, each share of the Company’s common stock, no par value (the “Company Common Stock”), and each share of the Company’s Series A Preferred Stock Stock, $0.001 par value per share (the “Series A Preferred”), that is issued and outstanding immediately prior to the Effective Time (other than of the First Merger shall, by virtue of the First Merger and without any shares to action on the part of Merger Sub I, the Company, or the Company’s shareholders, be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to extinguished and each of the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into Company’s shareholders shall have the right to receive such shareholder’s pro rata portion (based on such shareholder’s equity ownership in the Company and according to the preferences set forth in the Company’s Articles of Incorporation, as amended and in effect immediately prior to the Effective Time of the First Merger, as described on the Allocation Schedule provided by the Company to Parent in connection herewith (the “Allocation Schedule”)) of (i) $2,000,000 in value (the “Initial Consideration”), comprised 60% in cash and 40% in shares of Parent’s common stock, par value $.001 (“Parent Common Stock”), and (ii) the Earnout payments described in Section 1.12 below (together with the Initial Consideration, the “Merger Consideration”), subject to the terms hereof. The total number of shares of Parent Common Stock to be issued as is part of the Initial Consideration shall be determined by dividing (a) the dollar amount equal to the Exchange Ratio, upon surrender percentage of the certificate representing such Initial Consideration to be paid in shares of Parent Common Stock by (b) the average closing price for a share of Series A Preferred Parent Common Stock in on the manner provided in Section 2.8 and subject to Nasdaq National Market for the deposit of the Escrow Shares pursuant to Section 2.9. twenty (ii20) Each share of Series B Preferred Stock that is issued and outstanding trading days immediately prior to preceding the Effective Time of the First Merger (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h“Trading Price”)) into . For purposes of calculating the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender be issued to each of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares Company’s shareholders pursuant to this Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares1.6(a), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of all fractional shares of Parent Common Stock as is equal that a shareholder would otherwise be entitled to receive shall be aggregated and if a fractional share results from such aggregation, the number of shares otherwise issuable shall be rounded to the Exchange Rationearest whole share, upon surrender of the certificate representing such with one half share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vestingor more being rounded up. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. (ia) Each At the Effective Time, each share of Series A Preferred common stock, par value $.001 per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of common stock, par value $1.00 per share, of the Surviving Corporation. (b) At the Effective Time, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to of Company Common Stock (i) held in the Company's treasury or (ii) owned by Parent, Merger Sub or any other wholly owned Subsidiary (as defined in Section 10.9) of Parent or the Company) shall, by virtue of the Merger and such Company Common Stock will without any action on the part of the holder thereof, be automatically converted (subject to Section 2.6(h)) into the right to receive one validly issued, fully paid and nonassessable share of Parent Common Stock (the "Exchange Ratio"). (c) As a result of the Merger and without any action on the part of the holder thereof, each share of Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate (a "Certificate") representing any shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except the right to receive, without interest, a certificate representing shares of Parent Common Stock and cash for fractional shares of Parent Common Stock in accordance with Sections 4.2(b) and 4.2(e) upon the surrender of such Certificate. (d) Each share of Company Common Stock issued and held in the Company's treasury, and each share of Company Common Stock owned by Parent, Merger Sub or any other wholly owned Subsidiary of Parent or the Company shall, at the Effective Time and by virtue of the Merger, cease to be outstanding and shall be canceled and retired without payment of any consideration therefor, and no stock of Parent or other consideration shall be delivered in exchange therefor. (i) At the Effective Time, all options (individually, a "Company Option" and collectively, the "Company Options") then outstanding under the Company's 1982 Stock Option Plan, 1990 Stock Option Plan, Stock Option Plan for Non-Employee Directors, 1994 Omnibus Equity Incentive Plan, as amended by Amendment No. 1 thereto, 1995 Stock Option Plan for Non- Employee Directors, Employee Stock Purchase Plan, Singapore Employee Stock Purchase Plan, Sharesave Scheme 2000, 1999 Stock Option Plan, 2000 Stock Option Plan and 2000 Stock Option Plan for Non-Employee Directors (collectively, the "Company Stock Option Plans") shall remain outstanding following the Effective Time. At the Effective Time, the Company Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder of any Company Option, be assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to which Section 424(a) applied" within the meaning of Section 424 of the Code or (ii) to the extent that Section 424 of the Code does not apply to any Company Option, would be such a corporation were Section 424 of the Code applicable to such option. Each Company Option assumed by Parent shall, solely to the extent provided by the Company Stock Option Plans and the option agreements entered into pursuant thereto, be accelerated and fully vested and exercisable as of the Effective Time and shall otherwise be subject to the same terms and conditions as under the applicable Company Stock Option Plan and the applicable option agreement entered into pursuant thereto, except that (i) each Company Option shall be exercisable for that whole number of shares of Parent Common Stock as is equal (rounded down to the Exchange Ratio, upon surrender nearest whole share) into which the number of the certificate representing such share shares of Series A Preferred Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding such Company Option immediately prior to the Effective Time would be converted under Section 4.1(b), (other than any shares to ii) the option price per share of Parent Common Stock shall be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant an amount equal to the terms thereof will be deemed converted to option price per share of Company Common Stock and subject to such Company Common Option in effect immediately prior to the Effective Time divided by the Exchange Ratio (the price per share, as so determined, being rounded upward to the nearest full cent), and (iii) notwithstanding clause (i) and (ii) of this sentence, with respect to the Employee Stock will be automatically converted Purchase Plan, the Singapore Employee Stock Purchase Plan and the Sharesave Scheme 2000, the adjustment to the option price shall reflect the application of the Exchange Ratio to the option price in effect at the beginning of the purchase period. (subject ii) Parent shall take all corporate action necessary to Section 2.6(h)) into the right to receive such reserve for issuance a number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to issuable upon the Exchange Ratio, upon surrender exercise of the certificate representing such share Company Options assumed by Parent pursuant to this Section 4.1(e). From and after the date of this Agreement, no additional options shall be granted by the Company Common or its Subsidiaries under the Company Stock in the manner Option Plans or otherwise, except as provided in Section 2.8 7.1(f), and subject no action shall be taken by the Company or its Subsidiaries to provide for the acceleration of the exercisability of any Company Options in connection with the Merger other than as required under the terms of the Company Options and the Company Stock Option Plans. Promptly following the Effective Time, Parent shall file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-8 (or a post-effective amendment on Form S-8 with respect to the deposit of the Escrow Shares pursuant to Form S-4 (as defined in Section 2.9. The 7.9)) covering all shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue upon exercise of the Merger, but in lieu thereof, a cash payment Company Options and shall be made pursuant cause such registration statement to Section 2.6(g)remain effective for as long as there are outstanding any Company Options.

Conversion of Company Stock. (i) Each share of Company Series A Preferred Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any (A) shares to be canceled pursuant to of Company Series A Preferred Stock referenced in Section 2.6(f2.1(b) and any (B) Dissenting Shares) shall be converted into the right of the holder thereof to receive: (1) the Series A Liquidation Amount, plus (2) such share’s Participating Pro Rata Share of the Aggregate Common Stock Closing Consideration, plus (3) such share’s Escrow Pro Rata Share of the portion of any Escrow Amount that becomes released pursuant to the terms thereof will be deemed converted to Company Common Stock and of this Agreement plus (4) such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into share’s Participating Pro Rata Share of the right to receive such number portion of shares of Parent Common Stock as is equal all Earn-Out Amounts that become payable pursuant to the Exchange Ratio, upon surrender terms of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9this Agreement. (ii) Each share of Company Series B Preferred Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f(A) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Series B Preferred Stock in the manner provided referenced in Section 2.8 2.1(b) and subject to (B) Dissenting Shares) shall be converted into the deposit right of the Escrow Shares pursuant holder thereof to Section 2.9receive the Series B Liquidation Amount. (iii) Each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any (A) shares of Company Common Stock to be canceled pursuant to referenced in Section 2.6(f2.1(b) and any (B) Dissenting Shares), will ) shall be automatically converted (subject to Section 2.6(h)) into the right of the holder thereof to receive receive: (1) such number share’s Participating Pro Rata Share of shares of Parent the Aggregate Common Stock as is equal Closing Consideration, plus (2) such share’s Escrow Pro Rata Share of the portion of any Escrow Amount that becomes released pursuant to the Exchange Ratio, upon surrender terms of this Agreement plus (3) such share’s Participating Pro Rata Share of the certificate representing such share portion of Company Common Stock in the manner provided in Section 2.8 and subject all Earn-Out Amounts that become payable pursuant to the deposit terms of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vestingthis Agreement. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. (i) Each share of Company Series A Preferred Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any (A) shares to be canceled pursuant to of Company Series A Preferred Stock referenced in Section 2.6(f2.1(b) and any (B) Dissenting Shares) shall be converted into the right of the holder thereof to receive: (1) the Series A Liquidation Amount, plus (2) such share’s Pro Rata Share of the Aggregate Common Stock Closing Consideration, plus (3) such share’s Pro Rata Share of the portion of all Future Payments that become payable pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9this Agreement. (ii) Each share of Company Series B Preferred Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any (A) shares to be canceled pursuant to of Company Series B Preferred Stock referenced in Section 2.6(f2.1(b) and any (B) Dissenting Shares) shall be converted into the right of the holder thereof to receive: (1) the Series B Liquidation Amount, plus (2) such share’s Pro Rata Share of the Aggregate Common Stock Closing Consideration, plus (3) such share’s Pro Rata Share of the portion of all Future Payments that become payable pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9this Agreement. (iii) Each share of Company Series C Preferred Stock that is issued and outstanding as of immediately prior to the Effective Time (other than (A) shares of Company Series C Preferred Stock referenced in Section 2.1(b) and (B) Dissenting Shares) shall be converted into the right of the holder thereof to receive: (1) the Series C Liquidation Amount, plus (2) such share’s Pro Rata Share of the Aggregate Common Stock Closing Consideration, plus (3) such share’s Pro Rata Share of the portion of all Future Payments that become payable pursuant to the terms of this Agreement. (iv) Each share of Company Series D Preferred Stock that is issued and outstanding as of immediately prior to the Effective Time (other than (A) shares of Company Series D Preferred Stock referenced in Section 2.1(b) and (B) Dissenting Shares) shall be converted into the right of the holder thereof to receive: (1) the Series D Liquidation Amount, plus (2) such share’s Pro Rata Share of the Aggregate Common Stock Closing Consideration, plus (3) such share’s Pro Rata Share of the portion of all Future Payments that become payable pursuant to the terms of this Agreement. (v) Each share of Company Series E Preferred Stock that is issued and outstanding as of immediately prior to the Effective Time (other than (A) shares of Company Series E Preferred Stock referenced in Section 2.1(b) and (B) Dissenting Shares) shall be converted into the right of the holder thereof to receive: (1) the Series E Liquidation Amount, plus (2) such share’s Pro Rata Share of the Aggregate Common Stock Closing Consideration, plus (3) such share’s Pro Rata Share of the portion of all Future Payments that become payable pursuant to the terms of this Agreement. (vi) Each share of Company Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any (A) shares of Company Common Stock to be canceled pursuant to referenced in Section 2.6(f2.1(b) and any (B) Dissenting Shares), will ) shall be automatically converted (subject to Section 2.6(h)) into the right of the holder thereof to receive receive: (1) such number share’s Pro Rata Share of shares of Parent the Aggregate Common Stock as is equal Closing Consideration (the “Per Common Share Closing Payment”), plus (2) such share’s Pro Rata Share of the portion of all Future Payments that become payable pursuant to the Exchange Ratio, upon surrender terms of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vestingthis Agreement. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. (iSubject to adjustment, if applicable, pursuant to SECTIONS 4.1(e) Each hereof, and subject to the provisions of SECTION 4.3 hereof, each share of Series A Preferred Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Company Common Stock to be canceled pursuant to Section 2.6(fdescribed in SECTION 4.1(d) and but including any Dissenting Sharesshares of Company Common Stock that are restricted under the applicable Company Option Plans (the "COMPANY RESTRICTED SHARES")), will shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically converted (subject to Section 2.6(h)) into the right to receive such number of 2.4233 shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9Stock. The shares of Parent Common Stock exchangeable for any issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Restricted Company Common Stock will continue converted into the right to havereceive Parent Shares pursuant to this SECTION 4.1(a) shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and be subject toeach holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION 4.2, the number of Parent Shares specified above and cash in lieu of fractional shares. The ratio of shares of Parent Common Stock issuable per share of Company Common Stock, as adjusted from time to time pursuant to SECTION 4.1(e), is sometimes hereinafter referred to as the "EXCHANGE RATIO". All Parent Shares issued in exchange for Company Restricted Shares shall become vested upon the same terms and conditions as were applicable to such Company Restricted Shares immediately prior to the Restricted StockEffective Time, including with regards after giving effect to vestingany provision contained in the Company Option Plans providing for accelerated vesting as a result of this Agreement. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. Subject to Section 2.5, other than shares of Company Stock to be cancelled in accordance with Section 2.1(b) and Dissenting Shares (as defined in Section 2.7(a) below), each share of: (i) Each share of Series A Preferred Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will shall be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is an amount in cash equal to the Exchange Ratio, upon surrender of the certificate representing such share of Equity Consideration (as defined below); (ii) Company Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will shall be automatically converted (subject to Section 2.6(h)) into the right to receive such an amount in cash equal to the product of (1) the Equity Consideration and (2) the number of shares of Parent Company Common Stock as is equal issuable upon conversion of one share of Company Series A Preferred Stock immediately prior to the Exchange Ratio, upon surrender of the certificate representing such share of Effective Time; (iii) Company Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash equal to the product of (other than any 1) the Equity Consideration and (2) the number of shares of Company Common Stock issuable upon conversion of one share of Company Series B Preferred Stock immediately prior to be canceled pursuant the Effective Time; (iv) Company Series C Preferred Stock issued and outstanding immediately prior to Section 2.6(f) and any Dissenting Shares), will the Effective Time shall be automatically converted (subject to Section 2.6(h)) into the right to receive such an amount in cash equal to the product of (1) the Equity Consideration and (2) the number of shares of Parent Company Common Stock as is issuable upon conversion of one share of Company Series C Preferred Stock immediately prior to the Effective Time; and (v) Company Series D Preferred Stock issued and outstanding immediately prior to the Effective Time shall be automatically converted into the right to receive an amount in cash equal to the Exchange Ratio, upon surrender product of (1) the certificate representing such share Equity Consideration and (2) the number of shares of Company Common Stock in the manner provided in Section 2.8 and subject issuable upon conversion of one share of Company Series D Preferred Stock immediately prior to the deposit Effective Time. In each case, the per share price payable in respect of the Escrow Shares Company Common Stock, Company Series A Preferred Stock, Company Series B Preferred Stock, Company Series C Preferred Stock and Company Series D Preferred Stock, as the case may be, is referred to as the “Merger Consideration”. As of the Effective Time, all such shares of Company Stock shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate representing any such shares of Company Stock shall cease to have any rights with respect thereto, except the right to receive the applicable Merger Consideration pursuant to this Section 2.92.1(c), upon the surrender of such certificate in accordance with Section 2.5, without interest. The shares Merger Consideration shall be adjusted to reflect fully the effect of Parent Common any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Stock), reorganization, recapitalization or other like change with respect to Company Stock exchangeable occurring (or for any shares which a record date is established) after the date hereof and prior to the Effective Time. For purposes of Restricted Stock will continue to have, and be subject tothis Agreement, the same following terms and conditions as shall have the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).following meanings:

Conversion of Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder of any of the following securities: (ia) Each share of Series A Preferred Stock that is the common stock, par value $0.01 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than the “Company Stock”), except for shares of Company Stock owned by the Company as treasury stock, or owned by any shares to Subsidiary of the Company), shall be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to $26.00 in cash without interest (the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9“Merger Consideration”). (iib) Each share All of Series B Preferred the shares of Company Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number 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, a “Certificate”, it being understood that any reference herein to “Certificate” shall be deemed to include as applicable (and as reasonably interpreted by Parent) reference to book-entry account arrangements for the ownership of shares of Parent Common Company Stock) previously representing any such shares of Company Stock as is equal shall thereafter represent only the right to receive the Exchange Ratio, Merger Consideration. Certificates previously representing shares of Company Stock shall be exchanged for the Merger Consideration upon the surrender of the certificate representing such share of Series B Preferred Stock Certificates in the manner provided in accordance with Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately 2.2. If, prior to the Effective Time (other than any Time, the outstanding shares of Company Common Stock to be canceled pursuant to Section 2.6(fshall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a result of any reclassification, recapitalization, reorganization, stock split (including a reverse stock split) and or subdivision or combination, exchange or readjustment of shares, or any Dissenting Sharesstock dividend or stock distribution with a record date during such period, merger or other similar change in capitalization (not including, for the avoidance of doubt, for any such change in the number of outstanding shares of Company Stock as a result of exercises of Company Stock Options, in accordance with their terms), will the Merger Consideration shall be automatically converted (subject equitably adjusted to reflect such change; provided that nothing in this Section 2.6(h)1.5(b) into shall be construed to permit the right Company to receive such number take any action with respect to its securities that is prohibited by the terms of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vestingthis Agreement. (ivc) No fraction Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of a share of Parent Common Company Stock will be issued that are owned by virtue the Company as treasury stock or owned by any Subsidiary of the Merger, but in lieu thereof, a cash payment Company shall be made pursuant cancelled and shall cease to Section 2.6(g)exist and no consideration shall be delivered in exchange therefor.

Conversion of Company Stock. (i) Each share Share of Company Preferred Stock, including the Series A Convertible Preferred Stock that is Shares (the “Series A Shares”), the Series B Convertible Preferred Shares (the “Series B Shares”) and the Series C Convertible Preferred Shares (the “Series C Shares”), issued and outstanding immediately prior to the Effective Time (other than any shares (i) Shares to be canceled pursuant to cancelled and retired in accordance with Section 2.6(f2.08(a), and (ii) and any Dissenting Shares) pursuant to the terms thereof will shall be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock the Closing Preferred Per Share Merger Consideration, each payable in cash without interest, and any amounts that may become payable in the future from the Escrow Fund as is equal to provided in this Agreement and the Exchange Ratio, upon surrender Escrow Agreement or from the Stockholder Representative Expense Fund in respect of the certificate representing such share of Series A Preferred Stock in Post-Closing Adjustment, at the manner provided in Section 2.8 respective times and subject to the deposit of the Escrow Shares contingencies specified herein and therein. It is understood that, pursuant to Section 2.94.4(E)(5) of the Company certificate of incorporation, the Shares of Company Preferred Stock may be treated, after payment of the applicable Preferred Return of Capital Proceeds, as having been automatically converted into Shares of Class 2016 Common Stock in connection with the Merger. (ii) Each share Share of Series B Preferred Company Common Stock, including Class 2005 Common Stock that is (the “2005 Common Stock”) and Class 2016 Common Stock (the “2016 Common Stock”), issued and outstanding immediately prior to the Effective Time (other than any shares (i) Shares to be canceled pursuant to cancelled and retired in accordance with Section 2.6(f2.08(a), and (ii) and any Dissenting Shares) pursuant to the terms thereof will shall be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent the Closing Common Stock Per Share Merger Consideration, payable in cash without interest, and any amounts that may become payable in the future from the Escrow Fund as is equal to provided in this Agreement and the Exchange Ratio, upon surrender Escrow Agreement or in respect of the certificate representing such share of Series B Preferred Stock in Post-Closing Adjustment, at the manner provided in Section 2.8 respective times and subject to the deposit of the Escrow Shares pursuant to Section 2.9contingencies specified herein and therein. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. (ia) Each At the Effective Time, each share of Series A Preferred the common stock, par value $0.01 per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of Common Stock, par value $1.00 per share, of the Surviving Corporation. (b) At the Effective Time, each share of the Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to of Company Common Stock (i) held in the Company's treasury or (ii) owned by Parent, Merger Sub or any other wholly owned Subsidiary (as defined in Section 10.15) of Parent or the Company) shall, by virtue of the Merger and such Company Common Stock will without any action on the part of the holder thereof, be automatically converted (subject to Section 2.6(h)) into the right to receive such a number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iic) As a result of the Merger and without any action on the part of the holder thereof, each share of the Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate (a "Certificate") representing any shares of the Company Common Stock shall thereafter cease to have any rights with respect to such shares of the Company Common Stock, except the right to receive, without interest, Parent Common Stock and cash for fractional shares of Parent Common Stock in accordance with Sections 4.3(b) and 4.3(e) upon the surrender of such Certificate. (d) Each share of Series B Preferred the Company Common Stock that is issued and outstanding immediately prior to held in the Company's treasury, and each share of the Company Common Stock owned by Parent, Merger Sub or any other wholly owned Subsidiary of Parent or the Company shall, at the Effective Time (other than any shares and by virtue of the Merger, cease to be outstanding and shall be canceled pursuant and retired without payment of any consideration therefor, and no stock of Parent or other consideration shall be delivered in exchange therefor. (i) At the Effective Time, all options (individually, a "Company Option" and collectively, the "Company Options") then outstanding under the Western Atlas Inc. 1993 Stock Incentive Plan and the Western Atlas Inc. Director Stock Option Plan (collectively, the "Company Stock Option Plans") shall remain outstanding following the Effective Time. At the Effective Time, the Company Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder of any Company Option, be assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to Section 2.6(fwhich (a) and any Dissenting Sharesapplied" within the meaning of section 424 of the Code or (ii) pursuant to the extent that of the Code does not apply to any Company Option, would be such a corporation were section 424 of the Code applicable to such option. Each Company Option assumed by Parent shall be exercisable upon the same terms thereof will and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (i) each Company Option shall be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such exercisable for that whole number of shares of Parent Common Stock as is equal (rounded to the Exchange Ratio, upon surrender nearest whole share) into which the number of shares of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding subject to such Company Option immediately prior to the Effective Time would be converted under Section 4.2(b), and (other than any shares ii) the option price per share of Parent Common Stock shall be an amount equal to the option price per share of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(hsuch Company Option in effect immediately prior to the Effective Time divided by the Exchange Ratio (the price per share, as so determined, being rounded upward to the nearest full cent). (ii) into the right Parent shall take all corporate action necessary to receive such reserve for issuance a number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender number of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any issuable upon the exercise of the Company Options assumed by Parent pursuant to this Section 4.2(e). From and after the date of this Agreement, except as provided in Section 7.1(f), no additional options shall be granted by the Company or its Subsidiaries under the Company Stock Option Plans or otherwise. At the Effective Time or as soon as practicable, but in no event more than three business days, thereafter, Parent shall file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-8 covering all shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will to be issued by virtue upon exercise of the Merger, but in lieu thereof, a cash payment Company Options and shall be made pursuant cause such registration statement to Section 2.6(g)remain effective for as long as there are outstanding any Company Options.

Conversion of Company Stock. (i) Each share of Series A Preferred Stock that is issued and outstanding share of Company Stock immediately prior to the Effective Time (other than any Dissenting Shares pursuant to Section 2.1(c)(iii) and shares to be canceled pursuant to in accordance with Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h2.1(b)) shall be converted into the right to receive such number of shares of Parent Common Stock as is an amount, payable in accordance with Section 2.2, equal to the Exchange RatioAdjusted Final Total Merger Consideration divided by the Total Company Share Amount (the "Merger Consideration"). For purposes of this Agreement, upon surrender (A) "Final Total Merger Consideration" means the Estimated Total Merger Consideration plus or minus the True-Up Amounts, (B) "Adjusted Final Total Merger Consideration" means the Final Total Merger Consideration plus the aggregate exercise prices of all unexercised Company Stock Options and Company Warrants, (C) the certificate representing such share "Total Company Share Amount" means, as of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than and immediately prior to any shares to be canceled cancellation of Company Stock Options and Company Warrants pursuant to Section 2.6(f2.4), the sum of (1) the number of issued and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to outstanding shares of Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)2) into the right to receive such number of shares of Parent Common Company Stock issuable upon the exercise of outstanding Company Stock Options and Company Warrants (whether or not then vested or exercisable), and (D) the "Total Principal Share Amount" means, as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than and immediately prior to any shares cancellation of Company Common Stock to be canceled Options and Company Warrants pursuant to Section 2.6(f) and any Dissenting Shares2.4), will be automatically converted the sum of (subject to Section 2.6(h)1) into the right to receive such number of issued and outstanding shares of Principal Capital Stock and (2) the number of shares of Parent Common Stock as is equal to capital stock issuable upon the Exchange Ratio, upon surrender exercise of the certificate representing such share outstanding Principal Options and Principal Warrants (whether or not then vested or exercisable). Annex A attached hereto sets forth a complete list of Company Common Stock in the manner provided in Section 2.8 all Securityholders and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vestingidentifies those Securityholders who are Principal Stockholders and/or Principal Securityholders. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. (a) Subject to Section 2.9, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any Stockholder: (i) Each each share of Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time (Time, other than any shares of Series A Preferred Stock to be canceled cancelled pursuant to Section 2.6(f2.5(a)(vi) and any Dissenting Shares) pursuant to the terms thereof will , shall be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) solely into the right to receive such number of shares of Parent Common Stock as is an amount equal to the Exchange RatioPer Share Series A Preferred Stock Preference plus the Per Share Participation Amount, if any, plus the right to receive any Per Share Post-Closing Stockholder Payment, if any, payable in cash to the holder thereof, without interest thereon, upon surrender of the certificate Company Stock Certificate formerly representing such share of Series A Preferred Stock Stock, all in the manner provided in accordance with Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9.2.8; (ii) Each each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (Time, other than any shares of Series B Preferred Stock to be canceled cancelled pursuant to Section 2.6(f2.5(a)(vi) and any Dissenting Shares) pursuant to the terms thereof will , shall be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) solely into the right to receive such number of shares of Parent Common Stock as is an amount equal to the Exchange RatioPer Share Series B Preferred Stock Preference plus the Per Share Participation Amount, if any, plus the right to receive any Per Share Post-Closing Stockholder Payment, if any, payable in cash to the holder thereof, without interest thereon, upon surrender of the certificate Company Stock Certificate formerly representing such share of Series B Preferred Stock Stock, all in the manner provided in accordance with Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9.2.8; (iii) Each each share of Company Common Series C Preferred Stock that is issued and outstanding immediately prior to the Effective Time Time, other than shares of Series C Preferred Stock to be cancelled pursuant to Section 2.5(a)(vi) and any Dissenting Shares, shall be converted solely into the right to receive an amount equal to the Per Share Series C Preferred Stock Preference plus the Per Share Participation Amount, if any, plus the right to receive any Per Share Post-Closing Stockholder Payment, if any, payable in cash to the holder thereof, without interest thereon, upon surrender of the Company Stock Certificate formerly representing such share of Series C Preferred Stock, all in accordance with Section 2.8; (iv) each share of the Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f2.5(a)(vi) and any Dissenting Shares), will shall be automatically converted (subject to Section 2.6(h)) solely into the right to receive such number of shares of Parent Common Stock as is an amount equal to the Exchange RatioPer Share Common Stock Preference plus the Per Share Participation Amount, if any, minus the applicable Unpaid Purchase Price Per Common Share, if any, plus the right to receive any Per Share Post-Closing Stockholder Payment, if any, payable in cash to the holder thereof, without interest thereon, upon surrender of the certificate Company Stock Certificate formerly representing such share of Common Stock, all in accordance with Section 2.8; (v) the issued and outstanding shares of common stock, par value $.01 per share, of Merger Sub, all of which are held by Parent, shall remain outstanding and, following the Merger, shall represent all of the issued and outstanding capital stock of the Surviving Corporation; and (vi) each share of Company Common Stock in held by the manner provided in Section 2.8 and subject Company or any Company Subsidiary immediately prior to the deposit of the Escrow Shares pursuant to Section 2.9. The shares Effective Time shall be canceled and extinguished without any conversion thereof, and no cash, securities of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and or other consideration shall be subject to, the same terms and conditions as the Restricted Stock, including with regards to vestingdelivered in exchange therefor. (ivb) No fraction For purposes of this Agreement, the “Closing Cash Merger Consideration” shall mean a share of Parent Common Stock will be issued cash amount equal to the Closing Date Cash Amount, plus (i) the amount by virtue which the Net Working Capital of the MergerCompany as of the Closing (the “Actual Net Working Capital”) is greater than $8,373,976 (the “Target Net Working Capital”), but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g)or minus (ii) the amount by which the Actual Net Working Capital is less than the Target Net Working Capital.

Conversion of Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of AMRE, Merger Sub, the Company, the holders of any of the shares (ithe "COMMON SHARES") of common stock, par value $1.00 per share of the Company (the "COMPANY COMMON STOCK"), or the holders of any of the shares (the "PREFERRED SHARES" and together with the Common Shares, the "SHARES") of convertible preferred stock, without par value, of the Company (the "COMPANY PREFERRED STOCK" and together with the Company Common Stock, the "COMPANY STOCK"): (a) Each share of Series A Preferred Stock that is Common Share issued and outstanding immediately prior to the Effective Time (other than any shares to Dissenting Shares, as hereinafter defined, and Common Shares held in the treasury of the Company) shall be canceled pursuant to Section 2.6(fand retired and be converted into 601.20 (the "COMMON STOCK EXCHANGE AMOUNT") validly issued, fully paid and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of non-assessable shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender $0.01 par value common stock of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9AMRE ("AMRE COMMON STOCK"). (iib) Each share of Series B Preferred Stock that is Share issued and outstanding immediately prior to the Effective Time (other than any shares to Dissenting Shares and Preferred Shares held in the Treasury of the Company) shall be canceled pursuant to Section 2.6(fand retired and be converted into 857.14 (the "PREFERRED STOCK EXCHANGE AMOUNT") validly issued, fully paid and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of non-assessable shares of Parent $.01 par value AMRE Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9Stock. (iiic) Each share of Company Common Stock that Share which is issued and outstanding immediately prior to the Effective Time and which is held in the treasury of the Company shall be canceled and retired, and no payment shall be made with respect thereto. (other than any d) No fractional shares of Company AMRE Common Stock to shall be canceled pursuant to Section 2.6(f) and any Dissenting Shares)issued in connection with the Merger. In lieu thereof, one additional share of AMRE Common Stock will be automatically converted issued for any fractional share that would have otherwise been issued. (subject to Section 2.6(h)e) into the right to receive such number of shares of Parent Common Stock as is equal Notwithstanding anything in this Agreement to the Exchange Ratiocontrary, upon surrender Shares which are outstanding immediately prior to the Effective Time and which are held by shareholders of the certificate representing Company who shall (i) not have consented to the adoption of this Agreement and the approval of the Merger, (ii) have delivered a written notice of intent to demand payment for such share of Company Common Stock Shares in the manner provided in Section 2.8 and subject to the deposit 13.1-733 of the Escrow Shares pursuant to Virginia Law ("DISSENTING SHARES") and (iii) have complied with the provisions of Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue 13.1-735 of the Merger, but in lieu thereof, a cash payment Virginia Law shall not be made pursuant to Section 2.6(g).converted into or be exchangeable for

Conversion of Company Stock. (ia) Each At the Effective Time, each share of Series A Preferred the common stock, par value $0.01 per share, of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one fully paid and non-assessable share of Common Stock, par value $1.00 per share, of the Surviving Corporation. (b) At the Effective Time, each share of the Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to of Company Common Stock (i) held in the Company's treasury or (ii) owned by Parent, Merger Sub or any other wholly owned Subsidiary (as defined in Section 10.15) of Parent or the Company) shall, by virtue of the Merger and such Company Common Stock will without any action on the part of the holder thereof, be automatically converted (subject to Section 2.6(h)) into the right to receive such a number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iic) As a result of the Merger and without any action on the part of the holder thereof, each share of the Company Common Stock shall cease to be outstanding and shall be canceled and retired and shall cease to exist, and each holder of a certificate (a "Certificate") representing any shares of the Company Common Stock shall thereafter cease to have any rights with respect to such shares of the Company Common Stock, except the right to receive, without interest, Parent Common Stock and cash for fractional shares of Parent Common Stock in accordance with Sections 4.3(b) and 4.3(e) upon the surrender of such Certificate. (d) Each share of Series B Preferred the Company Common Stock that is issued and outstanding immediately prior to held in the Company's treasury, and each share of the Company Common Stock owned by Parent, Merger Sub or any other wholly owned Subsidiary of Parent or the Company shall, at the Effective Time (other than any shares and by virtue of the Merger, cease to be outstanding and shall be canceled pursuant and retired without payment of any consideration therefor, and no stock of Parent or other consideration shall be delivered in exchange therefor. (i) At the Effective Time, all options (individually, a "Company Option" and collectively, the "Company Options") then outstanding under the Western Atlas Inc. 1993 Stock Incentive Plan and the Western Atlas Inc. Director Stock Option Plan (collectively, the "Company Stock Option Plans") shall remain outstanding following the Effective Time. At the Effective Time, the Company Options shall, by virtue of the Merger and without any further action on the part of the Company or the holder of any Company Option, be assumed by Parent in such manner that Parent (i) is a corporation "assuming a stock option in a transaction to Section 2.6(fwhich section 424(a) and any Dissenting Sharesapplied" within the meaning of section 424 of the Code or (ii) pursuant to the extent that section 424 of the Code does not apply to any Company Option, would be such a corporation were section 424 of the Code applicable to such option. Each Company Option assumed by Parent shall be exercisable upon the same terms thereof will and conditions as under the applicable Company Stock Option Plan and the applicable option agreement issued thereunder, except that (i) each Company Option shall be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such exercisable for that whole number of shares of Parent Common Stock as is equal (rounded to the Exchange Ratio, upon surrender nearest whole share) into which the number of shares of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding subject to such Company Option immediately prior to the Effective Time would be converted under Section 4.2(b), and (other than any shares ii) the option price per share of Parent Common Stock shall be an amount equal to the option price per share of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(hsuch Company Option in effect immediately prior to the Effective Time divided by the Exchange Ratio (the price per share, as so determined, being rounded upward to the nearest full cent). (ii) into the right Parent shall take all corporate action necessary to receive such reserve for issuance a number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender number of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any issuable upon the exercise of the Company Options assumed by Parent pursuant to this Section 4.2(e). From and after the date of this Agreement, except as provided in Section 7.1(f), no additional options shall be granted by the Company or its Subsidiaries under the Company Stock Option Plans or otherwise. At the Effective Time or as soon as practicable, but in no event more than three business days, thereafter, Parent shall file with the Securities and Exchange Commission (the "SEC") a Registration Statement on Form S-8 covering all shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will to be issued by virtue upon exercise of the Merger, but in lieu thereof, a cash payment Company Options and shall be made pursuant cause such registration statement to Section 2.6(g)remain effective for as long as there are outstanding any Company Options.

Conversion of Company Stock. (i1) Each share of Series A Preferred Stock that is and Series B Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares to shall be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is an amount in cash, without interest, equal to the Exchange Ratio, upon surrender quotient obtained by dividing (a) $1,195,033,723 by (b) the aggregate number of the certificate representing such share issued and outstanding shares of Series A Preferred Stock in the manner provided in Section 2.8 and subject Series B Preferred Stock immediately prior to the deposit Effective Time (rounded to the nearest cent); provided, that the per share Merger Consideration for each share of the Escrow Shares pursuant to Section 2.9.Preferred Stock shall in no event exceed $72.17 per share; (ii2) Each share of Series B Preferred Class A Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to shall be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio$1.15 in cash, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9.without interest; (iii3) Each share of Company Class B Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to shall be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number $1.15 in cash, without interest; in the case of clauses (1)-(3), above, other than Excluded Shares and Dissenting Shares (the applicable consideration to be paid pursuant to either Section 2.1(c) is referred to herein as the "MERGER CONSIDERATION"); and (4) All accrued and unpaid dividends on issued and outstanding shares of Parent Series A Preferred Stock and Series B Preferred Stock if any, shall, as of the Effective Time, be cancelled without any consideration being payable in respect thereof. (5) All shares of Common Stock, Class A Common Stock, Class B Common Stock, Series A Preferred Stock as is equal and Series B Preferred Stock (collectively, "COMPANY STOCK") that have been converted pursuant to Section 2.1(c) shall be canceled automatically and shall cease to exist, and the holders of certificates which immediately prior to the Exchange RatioEffective Time represented those shares ("CERTIFICATES") shall cease to have any rights with respect to those shares, other than the right to receive the Merger Consideration upon surrender of the certificate representing such share of Company Common Stock their Certificates in the manner provided in accordance with Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting2.2. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. Subject to adjustment, if applicable, pursuant to SECTIONS 4.1(e) hereof, and subject to the provisions of SECTION 4.3 hereof, (i) Each each share of Series A Preferred Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than excluding any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to of Company Common Stock described in SECTION 4.1(d)), shall, by virtue of the Merger and such Company Common Stock will without any action on the part of the holder thereof, be converted automatically converted (subject to Section 2.6(h)) into the right to receive such a number of shares of Parent Common Stock as is equal to the Exchange Ratioquotient of (x) 44,285,714 divided by (y) the total number of shares of Company Common Stock outstanding (for such purposes, INCLUDING all shares issuable upon surrender conversion of any then outstanding Company Series E Preferred Stock and upon exercise of the certificate representing such share Adjustment Warrant, and EXCLUDING any shares of Series A Preferred Company Stock in the manner provided in Section 2.8 and subject to the deposit issued upon exercise of options or warrants outstanding as of the Escrow Shares date hereof, and FURTHER EXCLUDING any shares of Company Common Stock issued after August 3, 2001 under the Company's 1996 Employee Stock Purchase Plan and 2001 Employee Stock Purchase Plan) as of the Effective Time (such quotient, as adjusted from time to time pursuant to Section 2.9. SECTIONS 4.1(e) hereof, the "EXCHANGE RATIO") and (ii) Each each share of Company Series B E Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than shall, by virtue of the Merger and without any shares to action on the part of the holder thereof, be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such a number of shares of Parent Common Stock as is equal to the product of (A) the Exchange Ratio, upon surrender Ratio multiplied by (B) the number of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into which such Company Series E Preferred Stock is then convertible at the right to receive then applicable conversion ratio for such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9Series E Preferred Stock. The shares of Parent Common Stock exchangeable for any issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Company Common Stock will be issued converted into the right to receive Parent Shares pursuant to this SECTION 4.1(a) shall, by virtue of the MergerMerger and without any action on the part of the holders thereof, but cease to be outstanding, be canceled and cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION 4.2, the number of Parent Shares specified above and cash in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g)of fractional shares.

Conversion of Company Stock. (i) Each share of Company Series A C Preferred Stock that is issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive: (A) a number of Parent Shares equal to the Closing Consideration divided by the aggregate number of shares of Company Series C Preferred Stock issued and outstanding immediately prior to the Effective Time (other than any shares to of Company Series C Preferred Stock that are owned by the Company as treasury stock that shall be canceled pursuant to Section 2.6(f2.1(b)), plus any cash in lieu of any fractional Parent Shares as set forth in Section 2.2(g); and (B) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender a pro rata portion of the certificate representing such share of Parent Shares comprising the Escrowed Series A Preferred C Holder Stock Consideration and included in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares established pursuant to Section 2.96.6 below, if and when such Shares become distributable from such Escrow to the Holders in accordance with the terms of this Agreement; (C) provided, however, that in the case of Xxxx Xxxxx and Xxxxx Xxxxxxxx, collectively, an amount of cash equal to 90% of the Special Cash Consideration and the right to receive the Escrowed Special Cash Consideration included in the Escrow established pursuant to Section 6.6 below, if and when such cash becomes distributable from such Escrow in accordance with the terms of this Agreement (items (A), (B) and (C), the “Merger Consideration”). (ii) Each share of Series B Preferred Company Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange RatioSeries C Preferred Stock, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is including, without limitation, all issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock, Company Series A-1 Preferred Stock, Company Series B-1 Preferred Stock to and Company Series Z Preferred Stock, shall be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to haveretired, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash no payment shall be made pursuant to Section 2.6(g)or consideration delivered in respect thereto.

Conversion of Company Stock. (i) Each share of Series A Preferred Company Stock that is issued and outstanding immediately prior to the Effective Time Time, including the shares of Company Common Stock obtained by Optionholders upon exercise of their Options and shares of Company Note Conversion Common Stock obtained by Convertible Note Holders upon conversion of their Convertible Notes (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to of Company Common Stock to be cancelled and such retired in accordance with Section 2.08(a)), shall be converted into the right to receive a portion of the Merger Consideration determined as follows, at the respective times and subject to the contingencies specified herein (collectively, the “Merger Consideration Allocation”): (1) Each share of Company Stock will be allocated a pro rata portion of the Closing Base Merger Consideration; provided however, that if the portion of Closing Base Merger Consideration allocated to the Company Note Conversion Common Stock would otherwise be less than 50% of the total Closing Base Merger Consideration, then the portion of Closing Base Merger Consideration allocated to the Company Note Conversion Common Stock shall be increased to 50%. (2) Each share of Company Note Conversion Common Stock will be allocated Series A Warrants to acquire one half of a Parent Share for each Parent Share it (A) is allocated per clause (1) above plus (B) would receive if all Escrow Shares were distributed to the Stockholders without deduction in accordance with the terms of this Agreement; (3) Each share of Company Common Stock will be automatically converted allocated a pro rata portion of the remaining Series A Warrants; (subject to Section 2.6(h)4) into the right to receive such number Each share of shares of Parent Company Common Stock as is equal will be allocated a pro rata portion of the Series B Warrants; (5) Any Escrow Shares that may become payable to the Exchange Ratio, upon surrender holders of the certificate representing such share of Series A Preferred Company Stock in the manner future as provided in Section 2.8 this Agreement, at the respective times and subject to the deposit contingencies specified herein, shall be allocated in respect of each share of Company Stock in the Escrow Shares pursuant to Section 2.9same manner as clause (1) above. (ii) Each In addition to the consideration set forth in Section 2.08(b)(i), each share of Series B Preferred Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to Time, including the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock obtained by Optionholders upon exercise of their Options, shall also be entitled to be canceled receive its ratable portion of the True-Up Adjustment pursuant to Section 2.6(f) and any Dissenting Shares2.13(d)(ii), will be automatically converted (subject to Section 2.6(h)) into if any, at the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 respective times and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vestingcontingencies specified herein. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. At the Effective Time, by virtue of the Merger and without any action on the part of the parties hereto or any Company Stockholder: (ia) Each share of Series A Preferred common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one fully paid and nonassessable share of common stock of the Surviving Corporation. (b) Each share of Company Stock that is held by any Insight Company as treasury stock or otherwise immediately prior to the Effective Time shall automatically be cancelled, retired and shall cease to exist, and no consideration or payment shall be delivered in respect thereof. (c) Each share of Company Stock issued and outstanding immediately prior to the Effective Time (other than including any such shares which vest or become deliverable as a result of the Merger, but excluding any such shares to be canceled pursuant to cancelled as provided in Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h1.07(b)) shall be converted into the right to receive such number the portion of shares each of Parent Common Stock as the following amounts that it is equal entitled to receive pursuant to the Exchange Ratio, upon surrender terms of the certificate representing such share of Series A Preferred Stock in Sellers’ Agreement (as to each Company Stockholder, its “Allocable Portion”): (i) the manner provided in Section 2.8 and Closing Stockholder Payment (subject to the deposit of the Escrow Shares adjustment pursuant to Section 2.9. 1.11); (ii) Each share any Post-Closing Adjustment Funds or Indemnification Escrow Funds released from escrow after the Closing for the benefit of Series B Preferred the Company Stockholders in accordance with this Agreement and the Escrow Agreement; and (iii) any amounts from the Stockholders’ Representative Reserve Amount distributed after the Closing to the Company Stockholders. As of the Effective Time, by virtue of the Merger and without any further action on the part of the parties or any Company Stockholder, all shares of Company Stock shall no longer remain outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate that is issued and outstanding immediately prior to the Effective Time (other than represented shares of Company Stock shall cease to have any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into rights with respect thereto, except the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender be paid its Allocable Portion of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9amounts described above, without interest. (iiid) Each share For purposes of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject tothis Agreement, the same following terms and conditions as shall have the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).meanings set forth below:

Conversion of Company Stock. Sections 3.01(b) and (c) of the Merger --------------------------- Agreement are hereby amended in their entirety to read as follows: (i) Each share of The aggregate Series A Transitory Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Series A Transitory Preferred Stock to be canceled pursuant to Section 2.6(f3.01(d) hereof) shall, at the Effective Time, by virtue of the Merger and without any Dissenting Shares) pursuant action on the part of the holder thereof, be converted into (as provided in and subject to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)limitations set forth in this Article III) into the right to receive such number of (A) 2,862,000 shares of Parent fully paid and nonassessable shares of Surviving Corporation Class A Common Stock as is equal and 318,000 shares of fully paid and nonassessable shares of Surviving Corporation Class L Common Stock and (B) $25 million principal amount of junior subordinated notes of the Surviving Corporation in form and substance reasonably satisfactory to the Exchange RatioShareholder, containing the terms set forth in the term sheet in Exhibit A hereto, upon the surrender of the certificate previously representing such share shares of Series A Transitory Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9Stock. (ii) Each share of The aggregate Series B Transitory Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Series B Transitory Preferred Stock to be canceled pursuant to Section 2.6(f3.01(d) hereof) shall, at the Effective Time, by virtue of the Merger and without any Dissenting Shares) pursuant action on the part of the holder thereof, be converted into (as provided in and subject to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)limitations set forth in this Article III) into the right to receive such number of 48,366 shares of Parent fully paid and nonassessable shares of Surviving Corporation Class A Common Stock as is equal to the Exchange Ratioand 5,374 shares of fully paid and nonassessable shares of Surviving Corporation Class L Common Stock, upon the surrender of the certificate previously representing such share shares of Series B Transitory Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9.Stock; and (iiic) Each share of Company the Class A Common Stock that is Stock, $0.01 par value per share, of Purchaser, issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares)Time, will be automatically converted (subject to Section 2.6(h)) into shall at the right to receive such number of shares of Parent Common Stock as is equal to the Exchange RatioEffective Time, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the MergerMerger and without any action on the part of the Investors or any other Person, but in lieu thereofbe converted into one fully paid and nonassessable share of Surviving Corporation Class A Common Stock. Each share of the Class B Common Stock, a cash payment $0.01 par value per share, of Purchaser, issued and outstanding immediately prior to the Effective Time, shall at the Effective Time, by virtue of the Merger and without any action on the part of the Investors or any other Person, be made pursuant converted into one fully paid and nonassessable share of Surviving Corporation Class B Common Stock. Each share of the Class L Common Stock, $0.01 par value per share, of Purchaser, issued and outstanding immediately prior to Section 2.6(g)the Effective Time, shall at the Effective Time, by virtue of the Merger and without any action on the part of the Investors or any other Person, be converted into one fully paid and nonassessable share of Surviving Corporation Class L Common Stock. Each share of the Class M Common Stock, $0.01 par value per share, of Purchaser, issued and outstanding immediately prior to the Effective Time, shall at the Effective Time, by virtue of the Merger and without any action on the part of the Investors or any other Person, be converted into one fully paid and nonassessable share of Surviving Corporation Class M Common Stock."

Conversion of Company Stock. (ia) Each Subject to Section 2.2(b), at the Effective Time each issued and outstanding share of Series A Preferred Company Stock that is (other than Continuing Shares and Dissenting Shares as hereinafter defined) shall be converted into the right to receive $8.00, in cash, without interest (the "Merger Consideration"). All such shares of Company Stock, when so converted, shall cease to be outstanding, shall be canceled and retired and shall cease to exist, and each holder of a certificate or certificates (the "Certificates") representing any such shares of Company Stock shall thereafter cease to have any rights with respect thereto, except the right to receive the Merger Consideration. At the Effective Time, each Certificate representing any Continuing Shares shall thereafter without any action on the part of the holder thereof, be deemed to represent the same number of shares of the Surviving Corporation. (b) Notwithstanding any provision of this Agreement to the contrary, if required by the NCBCA but only to the extent required thereby, shares of Company Stock which are issued and outstanding immediately prior to the Effective Time and which are held by holders of such shares of Company Stock who have properly exercised appraisal rights with respect thereto in accordance with the NCBCA (other than any shares to be canceled pursuant to Section 2.6(f) and any the "Dissenting Shares") pursuant to the terms thereof will not be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into exchangeable for the right to receive the Merger Consideration, and holders of such number shares of Company Stock will be entitled to receive payment of the appraised value of such shares of Company Stock in accordance with the provisions of the NCBCA unless and until such holders shall fail to perfect or shall effectively withdraw or shall have lost their rights to appraisal and payment under the NCBCA. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Company Stock will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company will give the Purchasers prompt notice of any demands received by the Company for appraisals of shares of Parent Common Stock as is equal to Company Stock. The Company shall not, except with the Exchange Ratio, upon surrender prior written consent of the certificate representing Purchasers, make any payment with respect to any demands for appraisal or offer to settle or settle any such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9demands. (iic) Each share of Series B Preferred Stock that is issued and outstanding immediately At or prior to the Effective Time (other than any shares to Time, the Company shall have made arrangements, the effect of which shall be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any no shares of Company Common Stock to or other capital stock of the Company or the Surviving Corporation shall be canceled issuable pursuant to Section 2.6(f) and any Dissenting Shares)options or warrants to purchase shares, will be automatically converted (subject to Section 2.6(h)) or securities convertible into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratioshares, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. Subject to adjustment, if applicable, pursuant to SECTIONS 4.1(e) hereof, and subject to the provisions of SECTION 4.3 hereof, (i) Each each share of Series A Preferred Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than excluding any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to of Company Common Stock described in SECTION 4.1(d)), shall, by virtue of the Merger and such Company Common Stock will without any action on the part of the holder thereof, be converted automatically converted (subject to Section 2.6(h)) into the right to receive such a number of shares of Parent Common Stock as is equal to the Exchange Ratioquotient of (x) 44,285,714 divided by (y) the total number of shares of Company Common Stock outstanding (for such purposes, INCLUDING all shares issuable upon surrender conversion of any then outstanding Company Series E Preferred Stock and upon exercise of the certificate representing such share Adjustment Warrant, but EXCLUDING any shares of Series A Preferred Company Stock in issued after August 3, 2001 under the manner provided in Section 2.8 Company's 1996 Employee Stock Purchase Plan and subject to the deposit 2001 Employee Stock Purchase Plan, or upon exercise of Company Options or Company Warrants) as of the Escrow Shares Effective Time (such quotient, as adjusted from time to time pursuant to Section 2.9. SECTIONS 4.1(e) hereof, the "EXCHANGE RATIO") and (ii) Each each share of Company Series B E Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than shall, by virtue of the Merger and without any shares to action on the part of the holder thereof, be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such a number of shares of Parent Common Stock as is equal to the product of (A) the Exchange Ratio, upon surrender Ratio multiplied by (B) the number of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into which such Company Series E Preferred Stock is then convertible at the right to receive then applicable conversion ratio for such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9Series E Preferred Stock. The shares of Parent Common Stock exchangeable for any issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "PARENT SHARES". At the Effective Time, all shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting. (iv) No fraction of a share of Parent Company Common Stock will be issued converted into the right to receive Parent Shares pursuant to this SECTION 4.1(a) shall, by virtue of the MergerMerger and without any action on the part of the holders thereof, but cease to be outstanding, be canceled and cease to exist, and each holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with SECTION 4.2, the number of Parent Shares specified above and cash in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g)of fractional shares.

Conversion of Company Stock. (iSubject to adjustment, if applicable, pursuant to Sections 4.1(e) Each hereof, and subject to the provisions of Section 4.3 hereof, each share of Series A Preferred Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than excluding any shares of Company Common Stock to be canceled pursuant to described in Section 2.6(f4.1(d) and but including any Dissenting shares of Company Common Stock that are restricted under the applicable Company Option Plans (the "Company Restricted Shares")), will shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted automatically converted (subject to Section 2.6(h)) into the right to receive such number of 2.4233 shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9Stock. The shares of Parent Common Stock exchangeable for any issuable in connection with the Merger and the transactions contemplated thereby are referred to herein as the "Parent Shares". At the Effective Time, all shares of Restricted Company Common Stock will continue converted into the right to havereceive Parent Shares pursuant to this Section 4.1(a) shall, by virtue of the Merger and without any action on the part of the holders thereof, cease to be outstanding, be canceled and cease to exist, and be subject toeach holder of a certificate theretofore representing any such shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Stock, except the right to receive, upon the surrender of such certificate (or other appropriate action) in accordance with Section 4.2, the number of Parent Shares specified above and cash in lieu of fractional shares. The ratio of shares of Parent Common Stock issuable per share of Company Common Stock, as adjusted from 7 11 time to time pursuant to Section 4.1(e), is sometimes hereinafter referred to as the "Exchange Ratio". All Parent Shares issued in exchange for Company Restricted Shares shall become vested upon the same terms and conditions as were applicable to such Company Restricted Shares immediately prior to the Restricted StockEffective Time, including with regards after giving effect to vestingany provision contained in the Company Option Plans providing for accelerated vesting as a result of this Agreement. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. (i) Each share of Series A Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled of Company Stock cancelled pursuant to Section 2.6(f2.07(d) and any shares of Company Stock (“Dissenting Shares”) that are held by Stockholders entitled to exercise, and thereafter properly exercise, appraisal rights pursuant to Section 262 of the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted DGCL, in accordance with Section 2.10 (subject to Section 2.6(h“Dissenting Stockholders”)) shall be cancelled, retired and shall cease to exist and shall be converted into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratioand represent, upon (x) surrender of the certificate a Certificate formerly representing such share of Series A Preferred Stock in the manner provided in Section 2.8 this Agreement and subject (y) delivery of an executed counterpart to the deposit Interest Holder Representative Agreement, the right to receive its Allocable Portion of the Escrow Shares pursuant Aggregate Closing Date Consideration, and following the Closing, each Stockholder that holds Series A Preferred shall be entitled to Section 2.9receive its Allocable Portion, if any, of (A) the Adjusted Indemnity Holdback Amount and the Adjusted Special Holdback Amount, in each case as and to the extent payable in accordance with the terms of this Agreement, (B) the Interest Holder Representative Reserve and the Net Worth Reserve, if any, as and when released in accordance with the terms of the Interest Holder Representative Agreement, (C) the Earn-Out Payment, if any and (D) any other amounts received by the Interest Holder Representative (including Settled Pending Claim Amounts) on behalf of the Interest Holders (the items set forth in clauses (A) – (D), collectively, and to the extent actually paid, the “Post-Closing Consideration Payments”). (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant shall be cancelled, retired and shall cease to the terms thereof will exist and shall be deemed converted to Company Common Stock into and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratiorepresent, upon (x) surrender of the certificate a Certificate formerly representing such share of Series B Preferred Stock in the manner provided in Section 2.8 this Agreement and subject (y) delivery of an executed counterpart to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock to be canceled pursuant to Section 2.6(f) and any Dissenting Shares)Interest Holder Representative Agreement, will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender its Allocable Portion of the certificate representing such share of Company Common Stock in Aggregate Closing Date Consideration, and following the manner provided in Section 2.8 and subject Closing, each Stockholder that holds Series B Preferred shall be entitled to the deposit receive its Allocable Portion, if any, of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vestingPost-Closing Consideration Payments. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. (i) Each share of Series A Preferred Class C-1 Common Stock and Class C-2 Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any (A) shares to be canceled pursuant to of Company Common Stock referenced in Section 2.6(f2.1(b) and any (B) Dissenting Shares) shall be converted into the right of the holder thereof to receive the greater of (X) $1005 per share (as appropriately adjusted for any stock splits, stock dividends, stock combinations, subdivisions, reorganizations, recapitalizations, reclassifications and the like) or (Y) (1) such share’s Pro Rata Share of the Aggregate Common Stock Closing Consideration plus (2) such share’s Pro Rata Share of the portion of all Future Payments that become payable pursuant to the terms thereof will be deemed converted to Company of this Agreement. For purposes of this Agreement, the amount payable on account of each share of Class C-1 Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Class C-2 Common Stock as of the Closing shall be calculated (a) as if the portion of such consideration that is equal not Future Payments (such portion, the “C-1 and C-2 Initial Consideration”) were the only consideration payable by virtue of the Merger; and (b) any Future Payments which become payable to the Exchange Ratio, upon surrender shareholders of the certificate representing such share Company shall be allocated among the holders of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit capital stock of the Escrow Shares pursuant to Company in accordance with Section 2.92.1(c) after taking into account the previous payment of the C-1 and C-2 Initial Consideration as part of the same transaction. (ii) Each share of Series B Preferred Class C-3 Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any (A) shares to be canceled pursuant to of Company Common Stock referenced in Section 2.6(f2.1(b) and any (B) Dissenting Shares) shall be converted into the right of the holder thereof to receive the greater of (X) $600 per share (as appropriately adjusted for any stock splits, stock dividends, stock combinations, subdivisions, reorganizations, recapitalizations, reclassifications and the like) or (Y) (1) such share’s Pro Rata Share of the Aggregate Common Stock Closing Consideration plus (2) such share’s Pro Rata Share of the portion of all Future Payments that become payable pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into of this Agreement. For purposes of this Agreement, the right to receive such number amount payable on account of shares each share of Parent Class C-3 Common Stock as of the Closing shall be calculated as if the portion of such consideration that is equal not Future Payments (such portion, the “C-3 Initial Consideration”) were the only consideration payable by virtue of the Merger and any Future Payments which become payable to the Exchange Ratio, upon surrender stockholders of the certificate representing such share Company shall be allocated among the holders of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit capital stock of the Escrow Shares pursuant to Company in accordance with Section 2.92.1(c) after taking into account the previous payment of the C-3 Initial Consideration as part of the same transaction. (iii) Each share of Company Series B Preferred Stock, Class C-4 Common Stock, Class C-5 Common Stock, Class A Common Stock and Class B Common Stock that is issued and outstanding as of immediately prior to the Effective Time (other than any (A) shares of Company Series B Preferred Stock or Company Common Stock to be canceled pursuant to referenced in Section 2.6(f2.1(b) and any (B) Dissenting Shares), will ) shall be automatically converted (subject to Section 2.6(h)) into the right of the holder thereof to receive receive: (1) such number share’s Pro Rata Share of shares of Parent the Aggregate Common Stock as is equal Closing Consideration plus (2) such share’s Pro Rata Share of the portion of all Future Payments that become payable pursuant to the Exchange Ratio, upon surrender terms of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vestingthis Agreement. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).

Conversion of Company Stock. At and as of the Closing, (i) Each share ROI shall deliver to Network Commerce $1,000,000.00 and a non-interest bearing promissory note in the form attached hereto as Schedule B (the "Note") in the principal amount of Series A Preferred Stock that is $500,000.00 (the "Cash Consideration"), and (ii) all of the issued and outstanding shares of GO Common Stock shall at the Effective Time be converted into that number of shares of ROI Common Stock with a value of $3,000,000.00 (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration") as determined by the average of the closing sales prices of ROI Common Stock as reported on the OTC:BB exchange for each of the five trading days immediately prior preceding the Closing Date (the "Closing Stock Value"), using the previous closing price if no trades occur on any of such trading days. The Note shall be due and payable on August 31, 2001 if ROI fails to register the Stock Consideration as required by Section 8 hereof. If ROI is required to pay the Note, Network Commerce shall deliver to ROI that number of shares of ROI Common Stock with a Closing Stock Value equal to the amount paid by ROI to Network Commerce in payment of the Note together with a completed stock transfer power executed by Network Commerce. The number of shares of ROI Common Stock referred to throughout this Agreement shall be adjusted from time to time to reflect any stock splits or stock dividends or reclassification of capital structure that occur after the date of this Agreement. As of the Effective Time, all such GO 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 evidencing any GO Common Stock shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be issued in consideration therefor upon surrender of such certificate in accordance with Section 2(b) hereof. Notwithstanding the foregoing, at the Effective Time (other than any shares to be canceled pursuant to Section 2.6(fi) and any Dissenting Shares) pursuant to certificates representing the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series A Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (ii) Each share of Series B Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares to be canceled pursuant to Section 2.6(f) and any Dissenting Shares) pursuant to the terms thereof will be deemed converted to Company Common Stock and such Company Common Stock will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Series B Preferred Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. (iii) Each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than any shares of Company ROI Common Stock to be canceled delivered at closing determined by dividing $400,000.00 by the Closing Stock Value shall be held by the escrow agent pursuant to and in accordance with the terms of the Escrow Agreement in the form attached hereto as Schedule C and thereby made an integral part hereof (the "Escrow Agreement"), to secure the accuracy of the representations and warranties made by GO and Network Commerce pursuant to Section 2.6(f) and any Dissenting Shares), will be automatically converted (subject to Section 2.6(h)) into the right to receive such number of shares of Parent Common Stock as is equal to the Exchange Ratio, upon surrender of the certificate representing such share of Company Common Stock in the manner provided in Section 2.8 and subject to the deposit of the Escrow Shares pursuant to Section 2.9. The shares of Parent Common Stock exchangeable for any shares of Restricted Stock will continue to have, and be subject to, the same terms and conditions as the Restricted Stock, including with regards to vesting6 hereof. (iv) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof, a cash payment shall be made pursuant to Section 2.6(g).