Common use of Conversion of Shares Clause in Contracts

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennx.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, any of the Company parties hereto or the holders of any shares of the capital stock of the Company Common Stockor Purchaser: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock Each Share that is issued and outstanding immediately prior to the Effective Time (excluding shares ownedother than any Shares to be canceled pursuant to Section 2.7(b) and any Dissenting Shares, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6below) shall be converted into and represent the right to receive the Offer Price $19.00 in cash, or such any higher price, if any, as is price paid per Share in the Offer (the "Per Share Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) . All such shares of Company Common Stock, when converted as provided in Section 3.2(a), Shares shall no longer shall be outstanding and shall automatically be canceled and retired extinguished and shall cease to exist, and each Certificate previously evidencing certificate that immediately prior to the Effective Time evidenced any such Company Common Stock Shares (other than Shares to be canceled pursuant to Section 2.7(b) and any Dissenting Shares) shall thereafter represent only the right to receive (without interest), upon surrender of such certificate in accordance with the provisions of Section 2.8, the Per Share Merger Consideration multiplied by the number of Shares evidenced by such certificate (the "Merger Consideration"). The holders of Certificates certificates previously evidencing Company Common Stock Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect thereto (including, without limitation, any rights to the Company Common Stock vote or to receive dividends and distributions in respect of such Shares), except as otherwise provided herein or by law andlaw. (b) All Shares, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right that immediately prior to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time are owned by Parent, Purchaser or their respective affiliates or held by the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration in its treasury shall be correspondingly adjusted canceled and extinguished and shall cease to reflect such exist and no consideration shall be delivered with respect thereto. (c) Each share of capital stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded Purchaser issued and outstanding immediately prior to the nearest pennxEffective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or the holders any stockholder of the Company Common StockCompany: (ai) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, any Shares then held by the Company and Dissenting Shares (as defined or held in Section 3.6the Company’s treasury) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares then held by Parent, Purchaser or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) any Shares held by any wholly owned Subsidiary of the Company shall not be cancelled, shall remain outstanding, and shall not be entitled to receive the Merger Consideration described in clause “(iv)” below; (iv) except as provided in clauses “(i)”, “(ii)” and “(iii)” above and subject to Section 2.5(b), each Certificate previously evidencing such Company Common Stock Share then outstanding (other than any Dissenting Shares, as defined below) shall thereafter represent only be converted into the right to receive (A) the Cash Portion plus (B) the CVR Portion (the “Merger Consideration. The holders ”), subject to any applicable withholding, and each holder of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time a Certificate or a Book-Entry Share shall cease to have any rights with respect to the Company Common Stock thereto, except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger ConsiderationConsideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 2.6; and (v) each share of the common stock, without any interest thereon. Notwithstanding $0.01 par value per share, of Purchaser then outstanding shall be converted into one share of common stock of the foregoingSurviving Corporation. (b) If, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been Shares are changed into a different number or class of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination division or exchange subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification or other similar transaction, then the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxappropriately adjusted.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or the holders any stockholder of the Company Common StockCompany: (ai) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding any Shares held immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid held in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3Company’s treasury) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares held immediately prior to the Effective Time by Parent, or any other direct or indirect wholly owned Subsidiary of Parent (other than Purchaser) shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) any Shares irrevocably accepted by Purchaser for purchase in the Offer shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iv) except as provided in clauses (i), (ii) and (iii) above and subject to Section 2.5(b), each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock Share outstanding immediately prior to the Effective Time (other than any Dissenting Shares, as defined below) shall be converted into the right to receive the Offer Price in cash, without interest (the “Merger Consideration”), subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.6(e), and shall cease to have any rights with respect to the Company Common Stock thereto, except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger ConsiderationConsideration in accordance with Section 2.6 without interest; and (v) each share of common stock, without any interest thereon. Notwithstanding $0.01 par value per share, of Purchaser then outstanding shall be converted into one share of common stock, $0.01 par value per share, of the foregoingSurviving Corporation. (b) If, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been Shares are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly adjusted appropriately adjusted; it being understood that nothing in this Section 2.5(b) shall be construed to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange permit the Company to take any action that is expressly prohibited by the terms of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxthis Agreement.

Conversion of Shares. At Subject to Section 6.03, at the Merger Effective TimeDate, by virtue of the Merger and without any action on the part of Sub, the Company CNYF or the holders of the Company shares of CNYF Common Stock: (ai) Subject to the other provisions of this Section 3.2, each Each outstanding share of Company CNYF Common Stock issued and outstanding immediately prior at the Merger Effective Date, except as provided in clause (ii) and (iii) of this Section, shall cease to be outstanding, shall cease to exist and shall be converted into the right to receive $18.75 in cash (referred to as the "Merger Consideration). (ii) Any shares of CNYF Common Stock which are owned or held by either party hereto or any of their respective Subsidiaries (other than in a fiduciary capacity or in connection with debts previously contracted) at the Merger Effective Time Date shall cease to exist, the certificates for such shares shall as promptly as practicable be canceled, such shares shall not be converted into the Merger Consideration, and no cash or shares of capital stock of Niagara Bancorp shall be issued or exchanged therefor. (excluding iii) The Surviving Corporation shall pay for any Dissenters' Shares in accordance with Section 262 of the DGCL, and the holders thereof shall not be entitled to receive any Merger Consideration; provided, that if appraisal rights under Section 262 of the DGCL with respect to any Dissenters' Shares shall have been effectively withdrawn or lost, such shares owned, directly or indirectly, by the Company will thereupon cease to be treated as Dissenters' Shares and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable Consideration pursuant to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in this Section 3.3) representing such share of Company Common Stock2.02. (biv) All such shares Each share of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Niagara Bancorp Common Stock shall thereafter represent only the right to receive issued and outstanding immediately before the Merger Consideration. Effective Date shall remain an outstanding share of Common Stock of Niagara Bancorp (v) The holders of Certificates previously evidencing Company certificates representing shares of CNYF Common Stock outstanding immediately prior (any such certificate being hereinafter referred to the Effective Time as a "Certificate") shall cease to have any rights with respect to the Company Common Stock as stockholders of CNYF, except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoingsuch rights, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall any, as they may have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted pursuant to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxapplicable law.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the of Company Common Stock canceled pursuant to Section 3.1(b) and Dissenting Shares (as defined in Section 3.6)) shall be converted into the right to receive an amount in cash equal to the Offer Price Consideration, or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, less any required withholding taxes, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common StockStock pursuant to the terms hereof. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate (as defined below) previously evidencing such shares of Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock such shares except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, such shares the Merger Consideration, less any required withholding taxes, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennx.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Acquisition Co., the Company or the holders any shareholder of the Company: (i) all shares of Company Common Stock then held by the Company or any wholly owned Subsidiary shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) all shares of Company Common Stock:, if any, then held by Parent, Acquisition Co. or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (aiii) Subject except as provided in clauses (i) and (ii) above and subject to the other provisions of this Section 3.2Sections 2.5(d) and 2.7, each share of Company Common Stock issued and then outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer Per-Share Amount (the "“Merger Consideration"”), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange interest; and (iv) all of the Certificate (as defined in Section 3.3) representing such shares of the common stock, $0.01 par value per share, of Acquisition Co. then outstanding shall be converted into one share of Company Common Stock. (b) All such shares of Company Common Stock, when converted Options (as provided defined in Section 3.2(a)3.2(b) below) and Warrants (as defined in Section 3.2(c) below) shall terminate as of the Effective Time, no longer shall be outstanding whether or not vested or exercisable and shall automatically be canceled and retired and shall cease without regard to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only any agreements qualifying the right to retain or exercise any such Company Options or Warrants. At the Effective Time, subject to the terms and conditions set forth below in this Section 2.5(b), each holder of a Company Option or Warrant will be entitled to receive from the Company, and shall receive, in settlement of each Company Option or Warrant a “Cash Amount.” The “Cash Amount” shall be equal to the net amount of (A) the product of the excess, if any, of the Merger Consideration. The holders Consideration over the exercise price per share of Certificates previously evidencing such Company Common Stock outstanding immediately prior to Option or Warrant at the Effective Time shall cease Time, multiplied by (ii) the number of shares subject to have such Company Option or Warrant, less (B) any rights with respect to applicable withholdings for Tax (as defined in Section 3.17 below). If the exercise price per share of any Company Common Stock except as otherwise provided herein Option or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, Warrant equals or exceeds the Merger Consideration, without the Cash Amount therefor shall be zero. Except as may be otherwise agreed to by Parent and the Company, all of the Company’s Stock Option Plans (as defined in Section 3.2 below) shall terminate as of the Effective Time and the provisions in any other plan, program or arrangement providing for the issuance or grant of any other interest thereonin respect of the capital stock of Company or any Subsidiary shall be deleted, terminated and of no further force or effect as of the Effective Time. Notwithstanding the foregoing, (i) payment of the Cash Payment is subject to written acknowledgement, in a form acceptable to the Surviving Corporation, that no further payment is due to such holder on account of any Company Option or Warrant and all of such holder’s rights under such Company Options or Warrants have terminated and (ii) with respect to any Person subject to Section 16(a) of the Exchange Act, any Cash Amount to be paid to such Person in accordance with this Section 2.5(b) shall be paid as soon as practicable after the payment can be made without liability to such Person under Section 16(b) of the Exchange Act. (c) The current purchase period under the Company’s 2000 Employee Stock Purchase Plan (the “Stock Purchase Plan”) will end on December 31, 2004. The Company’s board of directors has taken all action so that the Company will not commence any new purchase period under the Stock Purchase Plan commencing as of such date and, as of the Effective Time, the Stock Purchase Plan will terminate and each participant under the Stock Purchase Plan shall receive a cash payment from the Surviving Corporation equal to the balance, if any, of any accumulated payroll deductions, without interest, in the Stock Purchase Plan as of the Effective Time. (d) If, between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly appropriately adjusted to reflect such stock dividendchange or transaction. For avoidance of doubt, subdivision, reclassification, recapitalization, split, combination or exchange of shares, it is understood that the Company shall not have the right to take any such action with the aggregate Merger Consideration payable to each stockholder in such case being rounded respect to the nearest pennxCompany Common Stock without the prior written consent of Parent.

Conversion of Shares. At Subject to the provisions of this ARTICLE 2, at the Effective Time, by virtue of the Merger and without any action on the part of SubXxxxxxx, Southwest or the shareholders of either of the foregoing, the Company or the holders shares of the Company Common StockSouthwest and Xxxxxxx shall be converted as follows: (a) Subject Each share of capital stock of Xxxxxxx issued and outstanding immediately prior to the other provisions of this Section 3.2, each Effective Time (excluding the Xxxxxxx Dissenting Shares) shall remain issued and outstanding from and after the Effective Time. (b) Each share of Company issued Southwest Common Stock that, immediately prior to the Effective Time, is held by Southwest, any wholly owned Southwest Subsidiary, by Xxxxxxx or any Xxxxxxx Subsidiary (in each case other than shares held in any Employee Benefit Plans or related trust accounts or otherwise held in any fiduciary or agency capacity or as a result of debts previously contracted (collectively, the “Canceled Shares”)) shall automatically be canceled and retired and shall cease to exist, and no payment shall be made with respect thereto. (c) Each share of Southwest Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company Canceled Shares and the Southwest Dissenting Shares (as defined in Section 3.6Shares) shall be converted into the right to receive the Offer Price or such higher pricefollowing consideration, if any, as is paid in the Offer each case without interest: (i) an amount of cash equal to $5.11 (the "“Cash Consideration”); and (ii) 0.3903 shares (the “Exchange Ratio”) of Xxxxxxx Common Stock (the “Stock Consideration” and together with the Cash Consideration, the “Merger Consideration"”), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (bd) All such shares of Company Southwest Common Stock, when so converted as provided in pursuant to Section 3.2(a), 2.1(c) shall no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only holder of a certificate (a “Certificate”) or book-entry share (a “Book-Entry Share”) registered in the right to receive the Merger Consideration. The holders transfer books of Certificates previously evidencing Company Common Stock outstanding Southwest that immediately prior to the Effective Time represented shares of Southwest Common Stock shall cease to have any rights with respect to the Company such Southwest Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have other than the right to receive for their Company Common Stock, the Merger ConsiderationConsideration in accordance with ARTICLE 3, without any interest thereon. Notwithstanding including the foregoingright, if any, to receive pursuant to Section 2.6, cash in lieu of fractional shares of Xxxxxxx Common Stock into which such shares of Southwest Common Stock have been converted together with the amounts, if any, payable pursuant to Section 3.1(d). (e) Without limiting the other provisions of this Agreement and subject to Sections 6.2(d) and (e), if at any time during the period between the date of this Agreement and the Effective Time Time, Southwest should (i) split, combine or otherwise reclassify the outstanding shares of Company Southwest Common Stock, (ii) make a dividend or other distribution in shares of Southwest Common Stock shall have been changed (including any dividend or other distribution of securities convertible into Southwest Common Stock), (iii) engage in a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalizationreorganization, split, combination recapitalization or exchange or other like change, or (iv) issue additional shares of sharesSouthwest Common Stock or any Equity Right for Southwest Common Stock, then (without limiting any other rights of Xxxxxxx hereunder), the Merger Consideration shall be correspondingly adjusted equitably and proportionately adjusted, if necessary and without duplication, to reflect fully the effect of any such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxchange.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Parties hereto or any holder of Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Class A Stock issued and outstanding immediately prior to the Effective Time Merger (excluding shares ownedother than Excluded Shares, directly or indirectly, by the Company Awards and any Dissenting Shares (as defined in Section 3.6Shares) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof $15.25 in cash, without any interest thereon(the “Merger Consideration“). At the Effective Time, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such all shares of Class A Stock (other than Excluded Shares, Company Common Stock, when converted as provided in Section 3.2(a), no longer Awards and any Dissenting Shares) shall cease to be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders holder of Certificates previously evidencing Company Common Stock outstanding (x) a certificate that immediately prior to the Effective Time represented such share of Company Stock (a “Certificate“) and (y) uncertificated shares represented by book-entry that immediately prior to the Effective Time represented such shares of Company Stock (“Book-Entry Shares“) shall cease to have any rights with respect to the Company Common Stock thereto, except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger ConsiderationConsideration for each share of Class A Stock represented by such Certificate or Book-Entry Share, to be paid in consideration therefor, without any interest thereoninterest, upon surrender of such Certificate or Book-Entry Share in accordance with Section 2.02(b). Notwithstanding At the foregoingEffective Time, if between the date all Excluded Shares shall cease to be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of this Agreement and (i) a Certificate that immediately prior to the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of represented such shares, and (ii) Book-Entry Shares that immediately prior to the Merger Consideration Effective Time represented such shares, shall cease to have any rights with respect thereto and no consideration shall be correspondingly adjusted to reflect such delivered in exchange therefor. At the Effective Time, each share of common stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with Merger Sub shall be converted into one share of newly issued common stock of the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of SubParent, Purchaser, the Company or the holders of the Company Common StockShares: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time (excluding shares ownedother than Shares held by Parent, directly or indirectlyPurchaser, by the Company or any of their wholly-owned subsidiaries, and any Dissenting Shares (as defined in Section 3.6Section 2.11)) shall automatically be canceled and extinguished and shall be converted into the right to receive $9.50, or the Offer Price or such higher price, if any, greatest amount per Share as is paid in pursuant to the Offer (the "Merger Consideration"), payable in cash without interest thereon (in the event of any reclassification, recapitalization, stock split, stock dividend or similar transaction with respect to the holder thereof in cashShares, without any interest thereonappropriate and proportionate adjustments, upon surrender and exchange if any, shall be made to the amount of the Certificate (Offer Price and Merger Consideration, and all references to the Offer Price or the Merger Consideration in this Agreement shall be deemed to be to the Offer Price or the Merger Consideration as defined in Section 3.3) representing such share of Company Common Stock.so adjusted); (b) All each Share issued and outstanding immediately prior to the Effective Time which is owned or held by Parent, Purchaser, the Company or any of their wholly-owned subsidiaries shall be canceled and extinguished and cease to exist, without any conversion thereof, and no payment shall be made with respect thereto; (c) each holder (other than holders referred to in Section Section 2.7((b))) of a certificate representing any Shares shall after the Effective Time cease to have any rights with respect to such shares Shares, except either to receive the Merger Consideration upon surrender of Company Common Stocksuch certificate, when converted or to exercise such holder's appraisal rights as provided in Section 3.2(a), no longer shall be outstanding Section 2.11 and shall automatically be canceled and retired and shall cease to exist, and the DGCL; and (d) each Certificate previously evidencing such Company share of Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock Purchaser issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law andbe converted into and thereafter represent one validly issued, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennx.fully paid

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or any stockholder of the holders Company: (i) each Share then held by the Company or any direct or indirect wholly owned Subsidiary of the Company Common Stock:(or held in the Company’s treasury) shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (aii) Subject each Share then held by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent shall be canceled and shall cease to the other provisions of this Section 3.2exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses (i) and (ii) above, each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and other than any Dissenting Shares (as defined in Section 3.6hereinafter defined)) shall be canceled and shall be converted automatically into the right to receive an amount equal to the Offer Price or such higher price, if any, as is paid in the Offer Per Share Amount (the "“Merger Consideration")”) payable, payable without interest, to the holder thereof in cash, without any interest thereonof such Share, upon surrender and exchange surrender, in the manner provided in Section 2.7, of the Certificate that formerly evidenced such Share (provided, however, that with respect to any Shares previously issued under the Company Stock Plans (as defined in Section 3.3below) representing such share of Company Common Stock. (b) All such shares of Company Common Stockor otherwise that, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease Time, are subject to have any rights with respect to the Company Common Stock except as otherwise provided herein vesting conditions or by law and, upon the surrender other substantial risk of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesforfeiture, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividendpayable with respect thereto in accordance with the vesting schedule (including applicable acceleration provisions, subdivision, reclassification, recapitalization, split, combination or exchange of sharesit being understood that, with respect to any “double trigger” acceleration provisions applicable to such Shares, the aggregate Merger Consideration payable consummation of the Offer will constitute the first such trigger thereunder) applicable to each stockholder in such case being rounded Shares immediately prior to the nearest pennxEffective Time); and (iv) each share of the common stock, $0.001 par value per share, of Purchaser then outstanding shall be converted into one share of common stock of the Surviving Corporation.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders any shareholder of the Company Common StockCompany: (ai) Subject to the other provisions of this Section 3.2, each share any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, then held by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange wholly owned Subsidiary of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such no consideration shall be delivered in exchange therefor; (ii) any shares of Company Common Stock then held by Parent, Merger Sub or any other Subsidiary of Parent shall thereafter represent only be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses (i) and (ii) above and subject to Sections 1.5(b) and 1.5(c), each share of Company Common Stock then outstanding shall be converted into the right to receive 1.2582 shares of Parent Common Stock; (iv) each share of the common stock, $0.001 par value per share, of Merger ConsiderationSub then outstanding shall be converted into one share of common stock of the Surviving Corporation. The holders fraction determined by the number of Certificates previously evidencing shares of Parent Common Stock to be issued for each share of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates specified in Section 1.5(a)(iii) (as such fraction may be adjusted in accordance with Section 1.5(b)) is referred to as the provisions of Section 3.3“Exchange Ratio.” (b) If, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been or Parent Common Stock are changed into a different number or class of shares or a different class by reason of any stock split, stock dividend, subdivisionreverse stock split, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange appropriately adjusted. (c) No fractional shares of shares, Parent Common Stock shall be issued in connection with the aggregate Merger Consideration payable Merger, and no certificates or scrip for any such fractional shares shall be issued. Any holder of Company Common Stock who would otherwise be entitled to each stockholder receive a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock issuable to such holder) shall, in lieu of such case being fraction of a share and upon surrender of such holder’s Company Stock Certificate(s) (as defined in Section 1.6), be paid in cash the dollar amount (rounded to the nearest pennxwhole cent), without interest, determined by multiplying such fraction by the average closing price of Parent Common Stock during the three trading days immediately preceding the Closing Date.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (excluding 1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (b) All shares owned, directly or indirectly, of Company Common Stock that are owned by the Company as treasury shares and any shares of Company Common Stock owned by Parent, Sub or any other direct or indirect Subsidiary of Parent shall, at the Effective Time, be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At the Effective Time, each share of Company Common Stock then issued and outstanding (other than Company Common Stock to be cancelled pursuant to Section 4.1(b) and Dissenting Shares (as defined in Section 3.6Shares) shall be automatically cancelled and shall cease to exist and be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer Per Share Amount (the "“Merger Consideration"”), payable to and the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding Book Entry Shares and the holders of certificates that, immediately prior to the Effective Time Time, represented outstanding Company Common Stock (the “Certificates”) shall cease to have any rights with respect thereto other than the right to the Company Common Stock except as otherwise provided herein or by law andreceive, upon the surrender transfer of such Book Entry Shares or delivery of such Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock4.2, the Merger Consideration, without any interest thereon. Notwithstanding , for each such share of the foregoingCompany Common Stock. (d) No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, if between the date of this Agreement and the Effective Time the outstanding shares but in lieu thereof each holder of Company Common Stock shall have been changed into that would otherwise be entitled to a different number fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall, upon surrender of such holder’s Certificate(s) or Book Entry Share(s) or in the case of a different class by reason lost, stolen or destroyed certificate, upon delivery of any stock dividendan affidavit in the manner provided in Section 4.2(g), subdivision, reclassification, recapitalization, split, combination or exchange receive from Parent an amount of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being cash (rounded to the nearest pennxwhole cent), without interest, equal to the product of: (i) such fraction, multiplied by (ii) the volume weighted average trading price of Parent Common Stock on Nasdaq for the five (5) consecutive trading days ending on the trading day immediately preceding the date hereof.

Conversion of Shares. (a) At the Effective Time, each outstanding share of common stock, par value $0.001 per share, of Merger Sub shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company PCF or the holders Company, be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Company Common Stock:Intermediate Surviving Corporation. At the Subsequent Merger Effective Time, each outstanding share of common stock, par value $0.001 per share, of Acquisition Sub shall, by virtue of the Subsequent Merger and without any action on the part of Parent, Acquisition Sub, PCF or the Intermediate Surviving Corporation, be converted into one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation. (ab) Subject to At the other provisions of this Section 3.2Effective Time, each outstanding share of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectlyshall, by virtue of the Company Merger and Dissenting Shares (as defined in Section 3.6) shall without any further action on the part of Parent, Merger Sub, PCF or the Company, be converted into the right to receive from Parent the Offer Price or such higher price, if any, as is paid Merger Consideration in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in accordance with Section 3.3) representing such share of Company Common Stock3.03. (bc) All such As a result of the Merger and without any action on the part of PCF, at the Effective Time, all shares of Company Common Stock, when converted as provided in Section 3.2(a), Capital Stock shall no longer shall be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock the PCF shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Capital Stock, except the Company Common Stock except as otherwise provided herein or by law andright to receive, upon from Parent the surrender of Certificates Merger Consideration in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date terms of this Agreement and against the surrender of the certificates that, immediately prior to the Effective Time Time, represented all of the outstanding shares of Capital Stock. As a result of the Subsequent Merger and without any action on the part of Acquisition Sub, at the Subsequent Merger Effective Time, all shares of common stock, par value $0.001 per share, of the Intermediate Surviving Corporation shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and Acquisition Sub shall thereafter cease to have any rights with respect to such shares. (d) Notwithstanding anything contained herein to the contrary, each share of Capital Stock, if any, issued and held in the treasury of the Company Common Stock immediately prior to the Effective Time shall, by virtue of the Merger, cease to be outstanding and shall have been changed into a different number of shares or a different class by reason be cancelled and retired and shall cease to exist without payment of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxconsideration therefor.

Conversion of Shares. (a) At the Effective Time, each share of the Company’s common stock, par value $0.01 per share (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be cancelled pursuant to Section 3.1(c) hereof and Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into the right to receive $33.25 in cash (the “Merger Consideration”) without any interest thereon. (b) Each share of common stock, par value $0.01 per share, of Sub 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 SubParent, the Company or the holders be converted into one fully paid and nonassessable share of the Company Common Stock:common stock, par value $0.01 per share, of the Surviving Corporation. (ac) Subject to the other provisions All shares of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, that are owned by the Company as treasury stock and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common StockStock owned by Parent, when converted as provided in Section 3.2(a)Sub or any other direct or indirect wholly owned Subsidiary of Parent shall, no longer shall at the Effective Time, be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (d) At the Effective Time, each Certificate previously evidencing such Company share of Common Stock shall thereafter represent only converted into the right to receive the Merger Consideration. The Consideration without any interest thereon pursuant to Section 3.1(a) shall be automatically cancelled and shall cease to exist, and the holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time of shares of outstanding Common Stock not represented by certificates (“Book-Entry Shares”) and the holders of certificates that, immediately prior to the Effective Time, represented shares of outstanding Common Stock (the “Certificates”) shall cease to have any rights with respect to the Company such shares of Common Stock except as otherwise provided herein or by law andother than the right to receive, upon the surrender of such Book-Entry Shares or Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock3.2, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date for each such share of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class held by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxthem.

Conversion of Shares. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of SubMergerSub, the Company or the holders of any of the Company Common Stockfollowing securities: (a) Subject to the other provisions of this Section 3.2, each Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time other than: (excluding shares owned, directly or indirectly, by the Company and i) Dissenting Shares and (as defined in Section 3.6ii) any shares of Common Stock to be canceled pursuant to SECTION 3.2(c), shall be canceled and shall be converted automatically into the right to receive the Offer Price or such higher pricean amount equal to $4.00 in cash, if any, as is paid in the Offer without interest (the "Merger MERGER Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) certificate formerly representing such share of Company Common Stockcommon stock in the manner provided in Section 3.3. (b) All such of the shares of Company Common Stock, when Stock converted as provided in Section 3.2(a), into cash pursuant to this SECTION 3.2 shall no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate certificate (each a "CERTIFICATE") previously evidencing representing any such Company shares of Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company representing shares of Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, be exchanged for cash upon the surrender of such Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger ConsiderationSECTION 3.3 hereof, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and If prior to the Effective Time the outstanding shares of Company Common Stock shall have been changed into should split or combine its common stock, or pay a different number of shares dividend or a different class by reason of any stock dividendother distribution in such common stock, subdivision, reclassification, recapitalization, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination combination, dividend or exchange distribution. (c) At the Effective Time, all shares of shares, with Common Stock that are owned by the aggregate Company as treasury stock shall be canceled and shall cease to exist and no Merger Consideration payable to each stockholder shall be delivered in such case being rounded to the nearest pennxexchange therefor.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or the holders any stockholder of the Company Common StockCompany: (ai) Subject any Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares held immediately prior to the Effective Time by Parent, Purchaser or any other provisions direct or indirect wholly owned Subsidiary of this Parent shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses (i) and (ii) above and subject to Section 3.22.5(b), each share of Company Common Stock issued and Share outstanding immediately prior to the Effective Time Time, including any Shares subject to vesting or employment based forfeiture conditions (excluding shares owned“Restricted Shares”) (other than any Dissenting Shares, directly or indirectly, by the Company and Dissenting Shares (as defined which shall have only those rights set forth in Section 3.62.7) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "“Merger Consideration"”), payable to the holder thereof in cash, each case without any interest thereon, upon surrender without regard to any vesting or employment based forfeiture conditions which were applicable to the corresponding Restricted Shares and exchange subject to any withholding of Taxes in accordance with Section 2.6(e); and (iv) each share of the Certificate (as defined in Section 3.3) representing such common stock, $0.01 par value per share, of Purchaser then outstanding shall be converted into one share of Company Common Stock. (b) All such shares common stock of Company Common Stockthe Surviving Corporation. From and after the Effective Time, when converted as provided in subject to this Section 3.2(a2.5(a), all Shares shall no longer shall be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each Certificate previously evidencing applicable holder of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time Shares shall cease to have any rights with respect thereto, except the right to receive the Company Common Stock except as otherwise provided herein or by law and, Merger Consideration therefor upon the surrender of Certificates such shares of Company Common Stock in accordance with the provisions of Section 3.32.6. (b) If, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been Shares are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxappropriately adjusted.

Conversion of Shares. (a) At the Effective Time, by virtue each common share of the Merger and without any action on the part of SubCompany, the Company or the holders of the $0.01 par value (a “Company Common Stock: (a) Subject to the other provisions of this Section 3.2Share”), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the other than Company and Dissenting Common Shares (as defined in to be cancelled pursuant to Section 3.63.1(c)) shall be automatically converted into one Surviving Corporation Share, and each of the resulting Surviving Corporation Shares shall be automatically exchanged for (subject to Section 3.3) the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (i) 0.3521 (the "Merger “Exchange Ratio”) of a duly authorized, validly issued and fully paid ordinary share (gewoon aandeel) of Parent, par value EUR 0.20 per share (a “Parent Ordinary Share,” and such Parent Ordinary Share, the “Parent Share Consideration"”), payable to the holder thereof ; and (ii) $6.25 in cash, without any interest thereon(the “Cash Consideration”, upon surrender and exchange of together with the Certificate (as defined in Section 3.3) representing such share of Company Common StockParent Share Consideration, the “Merger Consideration”). (b) All such shares Each common share, $1.00 par value, of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding Sub issued and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid common share of the Surviving Corporation. (c) All Company Common Shares that are owned by the Company as treasury shares immediately prior to the Effective Time and any Company Common Shares owned by Parent, Sub or any other direct or indirect wholly owned Subsidiary of Parent immediately prior to the Effective Time shall, at the Effective Time, be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (d) At the Effective Time, each Company Common Share converted into a Surviving Corporation Share and the right to receive the Merger Consideration pursuant to Section 3.1(a) shall be automatically cancelled and shall cease to exist, and the holders of Book Entry Shares and the holders of certificates that, immediately prior to the Effective Time, represented outstanding Company Common Shares (the “Certificates”) shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have thereto other than the right to receive for their Company Common StockSurviving Corporation Shares in accordance with Section 3.1(a) and, upon transfer of such Surviving Corporation Shares in accordance with Section 3.2, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if for each such Company Common Share. (e) If at any time between the date of this Agreement and the Effective Time any change in the number of issued or outstanding shares of Company Common Stock Shares, Parent Ordinary Shares or Parent Preferred Shares shall have been changed into occur as a different number result of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, share split (including a reverse share split), combination or combination, exchange or readjustment of shares, or any share dividend or share distribution (including any dividend or distribution of securities convertible into Company Common Shares, Parent Ordinary Shares or Parent Preferred Shares) with a record date during such period, the amount of the Merger Consideration as provided in Section 3.1(a) shall be correspondingly equitably adjusted to reflect such stock dividendchange. (f) No fraction of a Parent Ordinary Share will be issued by virtue of the Merger, subdivisionbut in lieu thereof each Registered Shareholder that would otherwise be entitled to a fraction of a Parent Ordinary Share (after aggregating all fractional Parent Ordinary Shares that otherwise would be received by such holder) shall, reclassificationupon surrender of such holder’s Certificate(s) or Book Entry Share(s) or in the case of a lost, recapitalizationstolen or destroyed certificate, splitupon delivery of an affidavit in the manner provided in Section 3.2(g), combination receive compensation in accordance with either option (i) or exchange option (ii) below, at the election of shares, with the aggregate Merger Consideration payable to each stockholder in such case being Parent. (i) The compensation shall be an amount of cash (rounded to the nearest pennxwhole cent), without interest, equal to the product of: (i) such fraction, multiplied by (ii) the average of the per share closing prices of Parent Ordinary Shares reported on Nasdaq during the five (5) consecutive trading days ending on the trading day immediately preceding the Closing Date, or (ii) To facilitate payment of the compensation, Parent shall issue at the Effective Time to the Exchange Agent a number of Parent Ordinary Shares resulting from aggregating the fractional entitlements of all Registered Shareholders (rounded downwards to the nearest whole Parent Ordinary Share) (the “Excess Shares”), which Excess Shares shall be issued and paid up in accordance with Section 3.2 and shall be held by the Exchange Agent for the benefit of the Registered Shareholders who would otherwise be entitled to a fraction of a Parent Ordinary Share. Following the Effective Time, the Exchange Agent, as agent for each such Registered Shareholder, shall sell the Excess Shares at then prevailing prices on NASDAQ in accordance with the remainder of this Section 3.1(f). The Exchange Agent shall use all reasonable efforts to complete the sale of the Excess Shares as promptly following the Effective Time as, in the Exchange Agent’s reasonable judgment, is practicable consistent with obtaining the best execution of such sales in light of prevailing market conditions, but in any case within five (5) trading days after the Closing Date. The Exchange Agent shall determine the portion of the proceeds from such sale of Excess Shares to which each Registered Shareholder that would otherwise be entitled to a fraction of a Parent Ordinary Share shall be entitled, by multiplying the amount of the aggregate proceeds from the sale of all Excess Shares by a fraction the numerator of which is the amount of the fractional share interest to which such Registered Shareholder is entitled (after taking into account all Company Common Shares held immediately prior to the Effective Time by such Registered Shareholder) and the denominator of which is the number of Excess Shares.

Conversion of Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company Company, or the holders any holder of any securities of the Company Common Stockor Merger Sub: (a) Subject All shares of Company Common Stock that are owned, directly or indirectly, by Parent, the Company (including shares held as treasury stock or otherwise) or Merger Sub immediately prior to the other provisions of this Section 3.2, each Merger Effective Time shall be automatically cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Merger Effective Time (excluding other than (i) shares ownedto be cancelled in accordance with Section 2.06(a), directly or indirectly, by the Company and Dissenting Shares (ii) as defined expressly set forth in Section 3.63.02 and (iii) shall subject to the provisions of Section 2.10) shall, at the Merger Effective Time, be converted into the right to receive an amount in cash equal to the Offer Price or such higher price, if any, as is paid in the Offer (the "“Merger Consideration"”) less any withholding in accordance with Section 3.01(h), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (bc) All such As of the Merger Effective Time, all shares of Company Common Stock, when Stock converted as provided in into the right to receive the Merger Consideration pursuant to this Section 3.2(a), no longer shall be outstanding and 2.06 shall automatically be canceled and retired cancelled and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders holder of Certificates previously evidencing Company Common Stock outstanding (i) a certificate that immediately prior to the Merger Effective Time represented any such shares of Company Common Stock (a “Certificate”) or (ii) shares of Company Common Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect to the Company Common Stock thereto, except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration and as provided by the Agreement or Applicable Law. (d) At the Merger Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of securities of the Company or Merger Sub, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Merger Effective Time shall be correspondingly adjusted to reflect such stock dividendconverted into and become one (1) validly issued, subdivisionfully paid and non-assessable share of common stock, reclassificationpar value $0.01 per share, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of the Company Common Stockany stockholder thereof or any other Person: (a) Subject to the other provisions of this except as otherwise provided in Section 3.22.05(b), Section 2.05(c), Section 2.05(d), or Section 2.07, each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time other than Shares irrevocably accepted for purchase in the Offer shall (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6i) shall be converted automatically into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof Per Share Amount in cash, without interest and subject to any interest thereon, withholding Tax in accordance with Section 2.10 (the “Merger Consideration”) and (ii) upon surrender and exchange of the Certificate (as defined conversion thereof in accordance with this Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a2.05(a), no longer shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, exist and each holder of a Certificate previously evidencing representing any such Company Common Stock Shares shall thereafter represent have only the right to receive the Merger Consideration. The holders Consideration with respect thereto in accordance with Section 2.06 or Section 2.08(i), as applicable; (b) each Share owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Certificates previously evidencing Parent or Merger Sub immediately prior to the Effective Time (other than Shares irrevocably accepted for purchase by Merger Sub in connection with the Offer) shall be canceled and cease to exist, and no consideration shall be paid or delivered in exchange therefor and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto; (c) each Share held in the Company’s treasury immediately prior to the Effective Time shall be canceled and cease to exist, and no consideration shall be paid or delivered in exchange therefor and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto; (d) each Share owned by any direct or indirect wholly owned Subsidiary of the Company Common Stock immediately prior to the Effective Time shall be converted into such number of Shares of the Surviving Corporation such that each such Subsidiary of the Company shall own the same percentage of the outstanding shares of capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary of the Company owned immediately prior to the Effective Time; and (e) each share of common stock, par value $0.001 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to be converted into one fully paid, nonassessable share of common stock, par value $0.001 per share, of the Company Common Stock except as otherwise provided herein or by law andSurviving Corporation, upon which shall constitute the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number capital stock of shares or a different class by reason the Surviving Corporation as of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, immediately following the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxEffective Time.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or any stockholder of the holders Company: (i) any Shares then held by the Company or any wholly owned Subsidiary of the Company Common Stock:(or held in the Company’s treasury) shall automatically be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (aii) Subject any Shares then held by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent shall automatically be canceled and shall cease to the other provisions of this exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses “(i)” and “(ii)” above and subject to Section 3.22.5(b), each share of Company Common Stock issued and Share then outstanding immediately prior to the Effective Time (excluding shares ownedother than any Dissenting Shares, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6below) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without interest (the “Merger Consideration”), subject to any interest thereon, upon surrender and exchange withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.6(e); and (iv) each share of the Certificate (as defined in Section 3.3) representing such common stock, $0.001 par value per share, of Purchaser then outstanding shall be converted into one share of Company Common Stock. (b) All such shares common stock of Company Common Stockthe Surviving Corporation. From and after the Effective Time, when converted as provided in Section 3.2(a), all Shares shall no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing applicable holder of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time Shares shall cease to have any rights with respect thereto, except the right to receive the Company Common Stock except as otherwise provided herein or by law and, Merger Consideration therefor upon the surrender of Certificates such Shares in accordance with Section 2.6. (b) Upon the provisions terms and subject to the conditions of Section 3.3this Agreement, shall only have the right to receive for their Company Common Stockif, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares Equity Interests of the Company Common Stock shall have been are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalization, splitissuance, combination grant, repricing or exchange of sharesother similar transaction, then the Merger Consideration shall be correspondingly adjusted appropriately adjusted; provided, however, that nothing in this Section 2.5(b) shall be construed to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange permit the Company to take any action with respect to its Equity Interests that is prohibited by the terms of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxthis Agreement.

Conversion of Shares. (a) At the Effective Time, as a result of the Merger and without any further action on the part of the Company, Parent, Purchaser or the holder of any capital stock of Parent, Purchaser or the Company: (i) Each Share issued and outstanding immediately prior to the Effective Time, other than (A) Shares that are cancelled pursuant to clause (iv) or (v) below and (B) Shares that are owned by stockholders (“Dissenting Stockholders”) who have properly demanded in compliance in all respects with Section 262 of the DGCL and not withdrawn a demand for, or lost their right to, appraisal pursuant to Section 262 of the DGCL with respect to such Shares (shares described in the foregoing clauses (A) and (B), collectively, “Excluded Shares”), shall be converted into the right to receive an amount in cash equal to the Offer Price (the “Merger Consideration”) without interest and less any applicable Tax withholdings. At the Effective Time, all of the Shares shall cease to be outstanding, shall be cancelled and shall cease to exist, and each certificate (a “Certificate”) formerly representing any of the Shares (other than Excluded Shares) and each non-certificated Share represented by book entry (a “Book Entry Share”) (other than Excluded Shares) shall thereafter represent only the right to receive the Merger Consideration, without interest and less any applicable Tax withholdings, and each Certificate formerly representing Shares or Book Entry Shares owned by Dissenting Stockholders shall thereafter only represent such rights as are provided by Section 262 of the DGCL to a holder thereof. (ii) Each Dissenting Share shall, by virtue of the Merger and without any action on the part of Subthe holder thereof, cease to be outstanding, shall be cancelled without payment of any consideration therefor and shall cease to exist, subject to any rights the Company or the holders holder of the Company Common Stock:such Dissenting Share may have under Section 2.8. (aiii) Subject to At the other provisions of this Section 3.2Effective Time, each share of Company Common Stock common stock, par value $0.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher priceone share of common stock, if anypar value $0.01 per share, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common StockSurviving Corporation. (biv) All such shares Any Shares then owned by the Company or any Shares owned both at the commencement of the Offer and at the Effective Time by any direct or indirect wholly owned Subsidiary of the Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock no consideration shall thereafter represent only be delivered in exchange therefor. (v) Any Shares (a) irrevocably accepted for purchase in the right to receive Offer or (b) owned both at the Merger Consideration. The holders commencement of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Offer and at the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent, shall be canceled and shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law andexist, upon the surrender of Certificates and no consideration shall be delivered in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason exchange therefor. (b) Without duplication of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesadjustment made pursuant to Section 1.1(f), the Merger Consideration shall be correspondingly adjusted appropriately and proportionately to reflect such the effect of any stock dividendsplit, subdivisionreverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, recapitalizationcombination, split, combination or exchange of sharesshares or other like change with respect to Company Common Stock occurring on or after the date hereof and at or prior to the Effective Time, with and such adjustment to the aggregate Merger Consideration payable to each stockholder in such case being rounded shall provide to the nearest pennxholders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 2.6(b) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. For the avoidance of doubt, the Merger Consideration, as adjusted pursuant to this Section 2.6(b), shall equal the Offer Price, as adjusted pursuant to Section 1.1(f).

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or the holders any stockholder of the Company Common StockCompany: (ai) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, any Shares owned by the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares owned by Parent, Purchaser or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) any Shares owned by any wholly-owned Subsidiary of Company shall not be cancelled, shall remain outstanding, and shall not be entitled to receive the Merger Consideration described in clause “(v)” below; (iv) any Shares irrevocably accepted for purchase pursuant to the Offer shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor in connection with the Merger; (v) except as provided in clauses “(i)”, “(ii)”, “(iii)” and “(iv)” above and subject to Section 2.5(b), each Share then outstanding (other than any Dissenting Shares (Shares, as defined in Section 3.6below) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of (the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a“Merger Consideration”), no longer shall be outstanding and shall automatically be canceled and retired and shall cease without interest, subject to existany applicable withholding of Taxes, and each holder of a Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time or a Book-Entry Share shall cease to have any rights with respect to the Company Common Stock thereto, except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger ConsiderationConsideration upon surrender of such Certificate or Book-Entry Share in accordance with Section 2.6; and (b) each share of the common stock, without any interest thereon$0.001 par value per share, of Purchaser then outstanding shall be converted into one share of common stock of the Surviving Corporation. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason Without duplication of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesadjustment made pursuant to Section 1.1(g), the Merger Consideration shall be correspondingly adjusted appropriately and proportionately to reflect such the effect of any stock dividendsplit, subdivisionreverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, recapitalizationcombination, split, combination or exchange of sharesshares or other like change with respect to Company Common Stock occurring on or after the Agreement Date and at or prior to the Effective Time, with and such adjustment to the aggregate Merger Consideration payable to each stockholder in such case being rounded shall provide to the nearest pennxholders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that this Section 2.5(b) shall not be construed as permitting the Company to take any of such actions.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (excluding 1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (b) All shares owned, directly or indirectly, of Company Common Stock that are owned by the Company as treasury shares and any shares of Company Common Stock owned by Parent, Sub or any other direct or indirect Subsidiary of Parent shall, at the Effective Time, be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At the Effective Time, each share of Company Common Stock then issued and outstanding (other than Company Common Stock to be cancelled pursuant to Section 3.1(b) and Dissenting Shares (as defined in Section 3.6Shares) shall be automatically cancelled and shall cease to exist and be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof $11.60 in cash, without any interest thereon, upon surrender and exchange of (the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a“Merger Consideration”), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding Book Entry Shares and the holders of certificates that, immediately prior to the Effective Time Time, represented outstanding Company Common Stock (the “Certificates”) shall cease to have any rights with respect thereto other than the right to the Company Common Stock except as otherwise provided herein or by law andreceive, upon the surrender transfer of such Book Entry Shares or delivery of such Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock3.2, the Merger Consideration, without any interest thereon. Notwithstanding , for each such share of the foregoing, if Company Common Stock. (d) If at any time between the date of this Agreement and the Effective Time any change in the number of issued or outstanding shares of Company Common Stock shall have been changed into occur as a different number result of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, share split (including a reverse share split), combination or combination, exchange or readjustment of shares, or any share dividend or share distribution (including any dividend or distribution of securities convertible into Company Common Stock) with a record date during such period, the amount of the Merger Consideration as provided in Section 3.1(c) shall be correspondingly equitably adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxchange.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or the holders any stockholder of the Company Common StockCompany: (ai) Subject any Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares held immediately prior to the Effective Time by Parent, Purchaser or any other provisions direct or indirect wholly owned Subsidiary of this Parent shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses (i) and (ii) above and subject to Section 3.22.5(b), each share of Company Common Stock issued and Share outstanding immediately prior to the Effective Time (excluding shares ownedother than any Dissenting Shares, directly or indirectly, by the Company and Dissenting Shares (as defined which shall have only those rights set forth in Section 3.62.7) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in (i) the Offer (the "Merger Consideration")Closing Amount, payable to the holder thereof in cash, plus (ii) one CVR, subject to and in accordance with the CVR Agreement, or any such higher consideration as may be paid in the Offer (the “Merger Consideration”), in each case without any interest thereon, upon surrender thereon and exchange subject to any withholding of Taxes in accordance with Section 2.6(e); and (iv) each share of the Certificate (as defined in Section 3.3) representing such common stock, $0.001 par value per share, of Purchaser then outstanding shall be converted into one share of Company Common Stock. (b) All such shares common stock of Company Common Stockthe Surviving Corporation. From and after the Effective Time, when converted as provided in Section 3.2(a), all Shares shall no longer shall be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each Certificate previously evidencing applicable holder of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time Shares shall cease to have any rights with respect thereto, except the right to receive the Company Common Stock except as otherwise provided herein or by law and, Merger Consideration therefor upon the surrender of Certificates such shares of Company Common Stock in accordance with the provisions of Section 3.32.6. (b) If, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been Shares are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly adjusted appropriately adjusted; provided, that in any case, nothing in this Section 2.5(b) shall be construed to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange permit the Company to take any action that is prohibited by the terms of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxthis Agreement.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Acquisition Sub, the Company or any stockholder of the holders Company: (i) any shares of Company Common Stock then held by the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any shares of Company Common Stock then held by any wholly owned Subsidiary of the Company Common Stock:shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (aiii) Subject any shares of Company Common Stock then held by Parent, Acquisition Sub or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to the other provisions of this exist, and no consideration shall be delivered in exchange therefor; (iv) except as provided in clauses “(i),” “(ii)” and “(iii)” above and subject to Section 3.22.5(b), Section 2.6(e) and Section 2.7, each share of Company Common Stock issued and then outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "“Merger Consideration"Price”), payable without interest thereon and subject to the holder thereof in cash, without any interest thereon, upon surrender and exchange required Tax withholding; and (v) each share of the Certificate (as defined in Section 3.3) representing such common stock, par value $0.001 per share, of Acquisition Sub then outstanding shall be converted into and become one validly issued, fully paid and non-assessable share of Company Common Stockcommon stock, par value $0.001 per share, of the Surviving Corporation. (b) All such shares of Company Common StockIf, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), the outstanding shares of Company Common Stock shall have been are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, splitor if a record date with respect to any such event shall occur during such period, combination or exchange of shares, then the Merger Consideration Price shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxappropriately adjusted.

Conversion of Shares. (a) At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (individually a "Share" and, collectively, the "Shares"), other than (i) Shares held by the Company or any subsidiary of the Company, (ii) Shares held by Parent, Merger Sub, any other subsidiary of Parent or Merger Sub, if any, (iii) the Shares held by persons and entities as set forth on Schedule 2.8 hereto (collectively, the "Retained Shares"), and (iv) Dissenting Shares (as defined in Section 2.9(a)), (the Shares of subsection (i) through (iv), collectively the "Excluded Shares"), shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holder thereof, be canceled and extinguished and be converted into and shall become the right to receive a cash payment per Share, without interest, equal to the Per Share Amount (the "Merger Consideration") in accordance with the terms hereof. From and after the Effective Time, the holders of certificates evidencing ownership of Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as otherwise provided for herein or by applicable law. (b) At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each issued and outstanding share of the common stock, par value $0.001 per share, of Merger Sub shall be converted into one share of common stock, par value $0.001 per share, of the Surviving Corporation. (c) At the Effective Time, each Share held by the Company as treasury stock or held by Parent, Merger Sub or any subsidiary of Parent, Merger Sub or the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of the Company Common Stock:holder thereof, be canceled, retired and cease to exist, and no consideration shall be delivered with respect thereto. (ad) Subject to the other provisions of this Section 3.2, each share of Company Common Stock Each Retained Share issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares shall be exchanged for (as defined provided in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable and subject to the holder thereof limitations set forth in cash, without any interest thereon, upon surrender this Article 2) and exchange become (i) a number of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such fully paid and nonassessable shares of Company Class B Common Stock, when converted as provided in Section 3.2(a)par value $0.001 per share, no longer shall be outstanding of the Parent ("Parent Class B Common") equal to (x) 20% of the Per Share Amount divided by (y) $10.00 and shall automatically be canceled (ii) a number of fully paid and retired and shall cease to exist, and each Certificate previously evidencing such Company non-assessable shares of Class A Common Stock shall thereafter represent only par value $0.001 per share, of the right Parent ("Parent Class A Common") equal to receive (x) 80% of the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or Per Share Amount divided by law and(y) $10.00, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding certificate previously representing such shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxRetained Shares.

Conversion of Shares. At As of the Effective Time, by virtue of the Merger and without any action on the part of Subthe holder of any shares of common stock, the Company $.01 par value, of Raptor ("Raptor Common Stock") or the holders capital stock of the Company Common StockTransitory Subsidiary: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock Each issued and outstanding immediately prior share of the capital stock of the Transitory Subsidiary shall be converted into and become one fully paid and nonassessable share of common stock, $.01 par value, of the Surviving Corporation. (b) Any shares of Raptor Common Stock owned by Axent or the Transitory Subsidiary shall be canceled and retired and shall cease to the Effective Time exist, and no stock of Axent or other consideration shall be delivered in exchange therefor. All shares of common stock, $.02 par value, of Axent (excluding shares owned, directly or indirectly, "Axent Common Stock") owned by Raptor shall remain unaffected by the Company Merger. (c) Subject to Section 1.6, each issued and Dissenting Shares outstanding share of Raptor Common Stock (as defined other than shares to be canceled in accordance with Section 3.61.5(b)) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer eight-tenths (.80) (the "Exchange Ratio") of a fully paid and nonassessable share of Axent Common Stock (all such stock received in such conversion, the "Merger ConsiderationShares"), payable ) (which amount will be adjusted for any stock split or stock dividend with respect to the holder thereof in cash, without any interest thereon, upon surrender Axent Common Stock or Raptor Common Stock effected between the date of this Agreement and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) Effective Time). All such shares of Company Raptor Common Stock, when converted as provided in Section 3.2(a)so converted, shall no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing holder of a certificate representing any such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shares shall cease to have any rights with respect thereto, except the right to the Company receive Axent Common Stock except as otherwise provided herein and any cash in lieu of fractional shares of Axent Common Stock to be issued or by law and, paid in consideration therefor upon the surrender of Certificates such certificate in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration1.6, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxinterest.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stockthereof: (a) Subject to the other provisions of this Section 3.2, each Each ordinary share of Company Common Stock NDHA of par value U.S.$1.00 per share (each a “NDHA Share” or, collectively, the “NDHA Shares”) that is issued and outstanding immediately prior to the Effective Time shall by virtue of the Merger and without any action on the part of the holder thereof automatically be cancelled and retired and shall cease to exist, and no cash or other consideration shall be delivered or deliverable in exchange therefor. The member of NDHA shall cease to have any rights with respect to such shares. (excluding b) Each ordinary share of the Company of par value U.S.$1.00 per share (each, a “Share” or, collectively, the “Shares”) held in the treasury of the Company immediately prior to the Effective Time, shall be cancelled and retired without any conversion thereof and no payment or distribution or other consideration shall be made or payable with respect thereto. Each such Share, upon such cancellation and retirement at the Effective Time, shall have the status of an authorized but unissued ordinary share of the Surviving Company (subject to the reduction of the number of authorized shares owned, directly or indirectlyof the Company effected in the Merger). (c) Each other Share issued and outstanding immediately prior to the Effective Time shall, by virtue of the Company and Merger, be treated as follows: (i) Each Share held by a person not listed in the table set forth on Schedule 1.7 (c)(ii), other than Dissenting Shares (as defined in Section 3.61.9) and shares owned by any subsidiary of the Company, (each of such Shares, an “Exchanged Share” or, collectively, the “Exchanged Shares”) shall be converted into the right to receive from the Offer Price or such higher price, if any, as is paid Company after the Merger cash in the Offer an amount equal to U.S.$1.20 (the "Merger “Cash Consideration"”), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing each such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), Exchanged Share shall no longer shall be outstanding and outstanding, shall automatically be canceled cancelled and retired and shall cease to exist, and each Certificate previously evidencing holder of any such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time Exchanged Shares shall cease to have any rights with respect to the Company Common Stock thereto, except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stockthe Cash Consideration applicable thereto, upon surrender of such Exchanged Shares in accordance with Section 1.10. (ii) In respect of the Shares held by each person listed in the table set forth on Schedule 1.7(c)(ii) (each of such persons, a “Remaining Holder” or, collectively, the “Remaining Holders”), each Share held by the Remaining Holders shall be converted into the right to receive 0.001 ordinary shares of the Surviving Company of par value U.S.$1.00 per share (each of such Shares, a “Converted Share” or, collectively, the “Converted Shares”) as set forth on Schedule 1.7(c)(ii). The Converted Shares, together with the Cash Consideration and the Option Merger Consideration (as defined in Section 1.8), shall be referred to as the “Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennx”.

Conversion of Shares. (a) At the Effective Time, by virtue each share of common stock, par value $0.01 per share, of Merger Sub 1 (“Merger Sub 1 Common Stock”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Merger and without any action on 1 Surviving Corporation (the part of Sub, “Merger 1 Surviving Corporation Common Stock”). (b) The following provisions shall be applicable to the Company or the holders conversion of the Company Common StockStock in connection with Merger 1: (ai) Subject to At the other provisions of this Section 3.2Effective Time, each share of Company Class L Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares ownedother than Cancelled Shares and Dissenting Shares) and all rights in respect thereof, directly or indirectlyshall, by virtue of Merger 1 and without any action on the Company and Dissenting Shares (as defined in Section 3.6) shall part of the holder thereof, be converted into the right to receive the Offer Price or such higher pricePer Share Merger 1 Consideration, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stockshall otherwise cease to be outstanding, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each holder of a Certificate previously evidencing such Company Common Stock shall thereafter represent only (or uncertificated shares as reflected in the right to receive books and records of the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding Company) that immediately prior to the Effective Time represented any such shares of Class L Common Stock shall cease to have any rights with respect thereto, except the right to receive the Company Per Share Merger 1 Consideration and any cash in lieu of fractional shares of Parent Common Stock except as otherwise provided herein to be issued or by law and, paid in consideration therefor and any dividends or other distributions thereon to which holders become entitled upon the surrender of Certificates such shares of Class L Common Stock in accordance with Section 3.2(c), without interest. (ii) At the provisions Effective Time, each share of Section 3.3Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) and all rights in respect thereof, by virtue of Merger 1 and without any action on the part of the holder thereof, shall only cease to be outstanding, shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. Each holder of a Certificate (or uncertificated shares as reflected in the books and records of the Company) that immediately prior to the Effective Time represented any such shares of Class A Common Stock shall cease to have any rights with respect thereto. (c) The following provisions shall be applicable to the Merger 1 Surviving Corporation Common Stock and the membership units of Merger Sub 2 (“Merger Sub 2 Units”) in connection with Follow-On Merger 1: (i) At the Follow-On 1 Effective Time, each of the Merger Sub 2 Units outstanding immediately prior to the Follow-On 1 Effective Time shall remain outstanding immediately following the Follow-On 1 Effective Time as outstanding membership units of the Follow-On 1 Surviving Company. (ii) At the Follow-On 1 Effective Time, each share of Merger 1 Surviving Corporation Common Stock issued and outstanding immediately prior to the Follow-On 1 Effective Time shall cease to be outstanding, shall automatically be cancelled and retired and cease to exist, and no consideration shall be delivered in exchange therefor. (d) At the Merger 2 Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub 3 (“Merger Sub 3 Common Stock”) issued and outstanding immediately prior to the effective time of Merger 2 shall be converted into and become one share of common stock, par value $0.01 per share, of the Merger 2 Surviving Corporation (the “Merger 2 Surviving Corporation Common Stock”). (e) The following provisions shall be applicable to the conversion of SCCII Capital Stock in connection with Merger 2: (i) At the Merger 2 Effective Time, each share of SCCII Common Stock issued and outstanding immediately prior to the Merger 2 Effective Time and all rights in respect thereof, by virtue of Merger 2 and without any action on the part of the holder thereof, shall cease to be outstanding, shall automatically be cancelled and retired and cease to exist, and no consideration shall be delivered in exchange therefor. Each holder of a Certificate (or uncertificated shares as reflected in the books and records of SCCII) that immediately prior to the Merger 2 Effective Time represented any such shares of SCCII Common Stock shall cease to have any rights with respect thereto. (ii) At the Merger 2 Effective Time, each share of SCCII Preferred Stock issued and outstanding immediately prior to the Merger 2 Effective Time (other than Cancelled Shares and Dissenting Shares) and all rights in respect thereof, shall, by virtue of Merger 2 and without any action on the part of the holder thereof, be converted into the right to receive for their the Per Share Merger 2 Consideration, and such shares shall otherwise cease to be outstanding, shall automatically be cancelled and retired and shall cease to exist, and each holder of a Certificate (or uncertificated shares as reflected in the books and records of the Company) that immediately prior to the Merger 2 Effective Time represented any such shares of SCCII Preferred Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger 2 Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor and any dividends or other distributions thereon to which holders become entitled upon the surrender of such shares of SCCII Preferred Stock in accordance with Section 3.2(c), without interest. (f) The following provisions shall be applicable to the Merger 2 Surviving Corporation Common Stock and the membership units of the Follow-On 1 Surviving Company in connection with Follow-On Merger 2: (i) At the Final Effective Time, each of the membership units of the Follow-On 1 Surviving Company outstanding immediately prior to the Follow-On Effective Time shall remain outstanding immediately following the Final Effective Time as outstanding membership units of the Surviving Company. (ii) At the Final Effective Time, each share of Merger 2 Surviving Corporation Common Stock issued and outstanding immediately prior to the Final Effective Time shall cease to be outstanding, shall automatically be cancelled and retired and cease to exist, and no consideration shall be delivered in exchange therefor. (i) All shares of Company Common Stock that are owned by the Company as treasury shares, (ii) all shares of SCCII Capital Stock that are owned by SCCII as treasury shares, (iii) any shares of Company Common Stock or SCCII Capital Stock owned by Parent, any Merger Sub or any other direct or indirect wholly owned Parent Subsidiary and (iv) any shares of Company Common Stock or SCCII Capital Stock owned by any Company Subsidiary (“Cancelled Shares”) shall, at the Effective Time in the case of shares of Company Common Stock or at the Merger 2 Effective Time in the case of shares of SCCII Capital Stock, the Merger Considerationbe cancelled and shall cease to exist, without and no consideration shall be delivered in exchange therefor. (h) If at any interest thereon. Notwithstanding the foregoing, if time between the date of this Agreement and the Effective Time any change in the number of issued or outstanding shares of Company Parent Common Stock shall have been changed into occur as a different number result of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, share split (including a reverse share split), combination or combination, exchange or readjustment of shares, or any share dividend or share distribution (including any dividend or distribution of securities convertible into shares of Parent Common Stock) with a record date during such period, the Merger Consideration amount of the Aggregate Stock Amount shall be correspondingly equitably adjusted to reflect such stock dividendchange and, subdivisionif such change occurs after the date on which the Parent Measurement Price is determined, reclassificationthe Parent Measurement Price shall be equitably adjusted to reflect such change as well. (i) No fraction of a share of Parent Common Stock will be issued by virtue of the Mergers, recapitalizationbut in lieu thereof each holder of Class L Common Stock, splitSCCII Preferred Stock or a Vested Equity Award that would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall, combination upon surrender of such holder’s Certificates (or, for holders of uncertificated shares of Class L Common Stock or exchange SCCII Preferred Stock, upon proper delivery of sharesa fully executed Letter of Transmittal) or in the case of a lost, with stolen or destroyed certificate, upon delivery of an affidavit in the aggregate Merger Consideration payable to each stockholder manner provided in such case being Section 3.2(c)(v), receive from Parent an amount of cash (rounded to the nearest pennxwhole cent), without interest, equal to the product of: (i) such fraction, multiplied by (ii) the Parent Measurement Price. Shares of Parent Common Stock representing the aggregation of all fractional shares of Parent Common Stock that otherwise would be received by the holder of any Consolidated Capital Stock or Vested Equity Award pursuant to the terms of this Agreement but that instead are paid in cash as described in this Section 3.1(i) will be returned to Parent following Closing as and when cash is paid in lieu of any amount of fractional shares that equals a whole number of shares (based on the Parent Measurement Price). Notwithstanding anything in this Agreement to the contrary, Parent shall in no event as a result of any rounding or otherwise be required to (i) issue more shares of Parent Common Stock at the Closing than the Aggregate Stock Amount less (A) the number of shares of Parent Common Stock required to be returned to Parent pursuant to the preceding sentence and (B) the number of shares of Parent Common Stock underlying the Converted RSUs (assuming for this purpose that such number of shares had not been rounded to the nearest whole number of shares as provided in Section 3.4(e) and without limiting the obligation of Parent to issue such shares of Parent Common Stock upon the settlement of such Converted RSUs in accordance with the terms thereof) or (ii) pay more cash than the Aggregate Cash Amount plus the aggregate amount of cash in lieu of fractional shares of Parent Common Stock payable pursuant to this Section 3.1(i).

Conversion of Shares. At the Merger Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company Company, or the holders any holder of any securities of the Company Common Stockor Merger Sub: (a) Subject All shares of Company Common Stock that are owned, directly or indirectly, by Parent, the Company (including shares held as treasury stock or otherwise) or Merger Sub immediately prior to the other provisions of this Section 3.2, each Merger Effective Time shall be automatically cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor. (b) Each share of Company Common Stock issued and outstanding immediately prior to the Merger Effective Time (excluding other than (i) shares ownedto be cancelled in accordance with Section 2.06(a), directly or indirectly, by the Company and Dissenting Shares (ii) as defined expressly set forth in Section 3.63.02 and (iii) shall subject to the provisions of Section 2.10, Appraisal Shares) shall, at the Merger Effective Time, be converted into the right to receive an amount in cash equal to the Offer Price or such higher price, if any, as is paid in the Offer (the "“Merger Consideration"”) less any withholding in accordance with Section 3.01(h), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (bc) All such As of the Merger Effective Time, all shares of Company Common Stock, when Stock converted as provided in into the right to receive the Merger Consideration pursuant to this Section 3.2(a), no longer shall be outstanding and 2.06 shall automatically be canceled and retired cancelled and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders holder of Certificates previously evidencing Company Common Stock outstanding (i) a certificate that immediately prior to the Merger Effective Time represented any such shares of Company Common Stock (a “Certificate”) or (ii) shares of Company Common Stock held in book-entry form (“Book-Entry Shares”) shall cease to have any rights with respect to the Company Common Stock thereto, except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration and as provided by the Agreement or Applicable Law. (d) At the Merger Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of securities of the Company or Merger Sub, each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”) issued and outstanding immediately prior to the Merger Effective Time shall be correspondingly adjusted to reflect such stock dividendconverted into and become one validly issued, subdivisionfully paid and non-assessable share of common stock, reclassificationpar value $0.01 per share, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.

Conversion of Shares. (a) At the Effective Time, each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of SubParent, be converted into and thereafter evidence in the Company or the holders aggregate one (1) fully paid and nonassessable share of common stock, par value $0.001 per share, of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each Surviving Company. Each share of Company Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares ownedTime, directly or indirectly, by the Company and Dissenting Shares (as defined when converted in accordance with this Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"2.2(a), payable shall no longer be outstanding, shall automatically be canceled and shall cease to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stockexist. (b) All such shares of Company At the Effective Time, each Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding Share issued and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time (other than Dissenting Shares) shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and thereafter evidence the right to receive, without interest, the Per Share Price and a contingent right to receive the applicable portion of the Additional Consideration Amount, if any, in accordance with such definition (and sections referenced therein), upon delivery of the Transmittal Documents in accordance with Section 2.5. Each Common Share issued and outstanding immediately prior to the Effective Time, when converted in accordance with this Section 2.2(b), shall no longer be outstanding, shall automatically be canceled and shall cease to exist. (c) As of and after the Effective Time, each Stockholder shall have any no rights with respect to such Stockholder's Common Shares, including in such Stockholder's capacity as a Stockholder, except the Company right to receive, without interest, the Per Share Price in respect of each such Common Stock except as otherwise provided herein or by law andShare and a contingent right to receive the applicable portion of the Additional Consideration Amount, upon the surrender of Certificates if any, in accordance with such definition (and sections referenced therein), as applicable, upon delivery of the provisions Transmittal Documents in accordance with Section 2.5. (d) Notwithstanding anything to the contrary in this Section 2.2 or elsewhere in this Agreement, the right of Section 3.3, each Stockholder (other than holders of Dissenting Shares) to receive payment of any portion of the Escrow Amounts and the Equityholder Representative Expense Fund Amount in respect of such Stockholder's Common Shares shall only have the be a contingent right to receive for their Company Common Stockany such payment in accordance with, and subject to, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date applicable terms and provisions of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividendAgreement, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxincluding Section 2.7.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or any stockholder of the holders Company: (i) any Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury) shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares held immediately prior to the Effective Time by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent or Merger Sub shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) any Shares held immediately prior to the Effective Time by any direct or indirect wholly owned Subsidiary of the Company Common Stock:shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary shall own the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time and no other consideration shall be delivered in exchange therefor (such Shares together with the Shares described in the preceding clauses (i) and (ii), the “Excluded Shares”); (aiv) Subject except as provided in clauses (i), (ii) and (iii) above and subject to the other provisions of this Section 3.21.5(b), each share of Company Common Stock issued and Share outstanding immediately prior to the Effective Time (excluding shares ownedother than any Dissenting Shares, directly or indirectly, by the Company and Dissenting Shares (as defined which shall have only those rights set forth in Section 3.61.7) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, each case without any interest thereon, upon surrender thereon and exchange subject to any withholding of Taxes in accordance with Section 1.6(e); and (v) each share of the Certificate (as defined in Section 3.3) representing such common stock, $0.001 par value per share, of Merger Sub then outstanding shall be converted into one share of Company Common Stock. (b) All such shares common stock of Company Common Stockthe Surviving Corporation. From and after the Effective Time, when converted as provided in subject to this Section 3.2(a1.5(a), all Shares shall no longer shall be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each Certificate previously evidencing applicable holder of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time Shares (other than Dissenting Shares) shall cease to have any rights with respect thereto, except the right to receive the Company Common Stock except as otherwise provided herein or by law and, Merger Consideration therefor upon the surrender of Certificates such Shares in accordance with Section 1.6 or, in the provisions case of Section 3.3, shall only have the right to receive for their Company Common StockDissenting Shares, the Merger Considerationrights set forth in Section 1.7. (b) If, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been Shares are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly adjusted appropriately adjusted; provided, that nothing in this Section 1.5(b) shall be construed to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination permit the Company to take any action that is prohibited by Section 4.2 or exchange the other terms of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxthis Agreement.

Conversion of Shares. At As of the Effective Time, by virtue of the Merger and without any action on the part of any holder of Shares or any shares of common stock of Acquisition Sub, the Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock Each issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) share of common stock of Acquisition Sub shall be converted into and become one validly issued, fully paid and non-assessable share of Common Stock of the Surviving Corporation. (b) Subject to SECTIONS 2.8(d) AND 3.1, each issued and outstanding Share (other than Shares to be canceled in accordance with SECTION 2.8(c)) shall be canceled and become the right to receive in cash, without interest, the Offer Price or such higher price, if any, as is paid Per Share Amount set forth in the Offer (the "MERGER CONSIDERATION"). As of the Effective Time, all such Shares shall be canceled in accordance with this SECTION 2.8(b), and when so canceled, shall no longer be outstanding and shall automatically be retired and shall cease to exist, and each holder of a certificate representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate interest. (as defined in Section 3.3c) representing such Each share of Company Common Stock. Stock (bincluding, without limitation, the Shares purchased pursuant to the Offer) All such shares of owned by the Company, any Company Common StockSubsidiary, when converted as provided in Section 3.2(a)Purchaser, no longer shall be outstanding and or Acquisition Sub shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing no consideration shall be delivered in exchange therefor. (d) Each option granted to an employee, consultant or director of the Company or its Subsidiaries to acquire Shares ("OPTION") that is outstanding as of the Effective Time, whether or not then vested or exercisable, shall be terminated and canceled. At the Effective Time, all holders of canceled Options, whether or not then vested or exercisable, having an exercise price per share that is less than the Per Share Price, shall receive in exchange for such Company Common Stock shall thereafter represent only canceled Options, the right to receive in cash, without interest, a single lump payment equal to the Merger Consideration. The product of (1) the number of Shares subject to such Option and (2) the excess of the Per Share Price over the exercise price per share of such Option, and all holders of Certificates previously evidencing canceled Options, whether or not then vested or exercisable, having an exercise price per share that is greater than the Per Share Price shall receive no consideration in exchange for such canceled Options. (e) Each Company Common Stock Warrant (as hereinafter defined) that is outstanding immediately prior to as of the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein Time, whether or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3not then exercisable, shall only have automatically be terminated and canceled. At the Effective Time, all holders of canceled Company Warrants, whether or not then exercisable, having an exercise price per share that is less than the Per Share Price, shall receive in exchange for such terminated and canceled Company Warrants the right to receive for their Company Common Stock, the Merger Considerationin cash, without any interest thereon. Notwithstanding interest, a single lump sum cash payment equal to the foregoing, if between product of (1) the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares Shares subject to such Company Warrant, and (2) the excess of the Per Share Price over the exercise price per share of such Company Warrant, and all holders of terminated and canceled Company Warrants, whether or a different class by reason of any stock dividendnot then exercisable, subdivision, reclassification, recapitalization, split, combination or having an exercise price per share that is greater than the Per Share Price shall receive no consideration in exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect for such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxterminated and canceled Company Warrants.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer $18.75 (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennx.

Conversion of Shares. At (a) Each share of EXCEL -------------------- Common Stock issued and outstanding immediately before the Effective Time (other than those held in the treasury of EXCEL) and all rights in respect thereof, shall at the Effective Time, by virtue of the Merger and without any action on the part of Subany holder thereof, the Company or the holders forthwith cease to exist and be converted into and become exchangeable for, one share of the Company common stock, par value $0.001 per share ("Holdings Common Stock:"), of Holdings (the "EXCEL Merger Consideration", and such ratio of EXCEL Common Stock to Holdings Common Stock being herein referred to as the "EXCEL Exchange Ratio"). (ab) Subject to the other provisions of this Section 3.2, each Each share of Company Telco Common Stock issued and outstanding immediately before the Effective Time (other than those held in the treasury of Telco) and all rights in respect thereof, shall at the Effective Time, without any action on the part of any holder thereof, forthwith cease to exist and be converted into and become exchangeable for (i) 0.7595 shares (the "Stock Consideration") of Holdings Common Stock (such ratio of Telco Common Stock to Holdings Common Stock being herein referred to as the "Telco Exchange Ratio"; and the EXCEL Exchange Ratio and the Telco Exchange Ratio being referred to herein collectively as the "Exchange Ratios") and (ii) $15.00 in cash (the "Cash Consideration" and, collectively with the Stock Consideration, the "Telco Merger Consideration"). (c) Commencing immediately after the Effective Time, each certificate which, immediately prior to the Effective Time Time, represented issued and outstanding shares of EXCEL Common Stock (excluding shares owned"EXCEL Shares") or Telco Common Stock ("Telco Shares" and, directly or indirectlytogether with the EXCEL Shares, by the Company and Dissenting Shares (as defined in Section 3.6) "Shares"), shall be converted into evidence the right to receive the Offer Price EXCEL Merger Consideration or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Telco Merger Consideration, without any interest thereon. Notwithstanding as the foregoingcase may be, if between on the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividendbasis hereinbefore set forth, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded but subject to the nearest pennxlimitations set forth in Sections 2.3, 2.5, 2.7, 2.8 and 2.9 hereof.

Conversion of Shares. At the Effective Time, by virtue as a result of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of any capital stock of Parent, Merger Sub or the Company Common StockCompany: (a) Subject to the other provisions of this except as otherwise provided in Section 3.22.03(b), Section 2.03(c) or Section 2.05, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be automatically canceled and converted into the right to receive the Offer Price or such higher price, if any, as is paid $37.50 in the Offer cash without interest (the "“Per Share Merger Consideration"”), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange . As of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All Effective Time, all such shares of Company Common Stock, when converted as provided in Section 3.2(a), Stock shall no longer shall be issued and outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing holder of a certificate formerly representing any such shares of Company Common Stock (each, a “Certificate” and collectively, the “Certificates;” provided, however, that any references herein to “Certificate” or “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock) shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration. The holders Consideration for each share of Certificates previously evidencing Company Common Stock upon surrender of such Certificate in accordance with Section 2.04; (b) each share of Company Common Stock owned or held in treasury by the Company and any shares of Company Common Stock owned by Parent or Merger Sub (or any of their respective Affiliates) immediately prior to the Effective Time shall automatically be canceled and shall cease to exist and no consideration shall be delivered in exchange therefor; and (c) each share of common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to automatically be converted into and become one fully paid, nonassessable share of common stock, par value $0.01 per share, of the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance Surviving Corporation with the provisions of Section 3.3same rights, powers and privileges as the shares so converted and shall constitute the only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number capital stock of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, HoldCo, Merger Sub, the Company or the holders of the any Company Common StockShares or any shares of Parent, HoldCo or Merger Sub: (a) Subject to the other provisions of this Except as otherwise provided in Section 3.22.02(b) or Section 2.04, each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive from the Offer Price or such higher priceExchange Agent (who shall act on behalf of the holders of Company Common Shares entitled to the Merger Consideration), if anyafter the consummation of the transactions set forth on Section 2.01(b) of each of the Company Disclosure Letter and the Parent Disclosure Letter, as is (i) 1.6128 newly issued fully paid in the Offer and non-assessable Parent Registered Shares (the "Merger “Share Consideration"), payable to the holder thereof ”) and (ii) $12.75 in cash, without any interest thereon(the “Cash Consideration” and together with the Share Consideration, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock“Merger Consideration”). (b) All such Each Company Common Share held by the Company as treasury shares or owned by Parent, HoldCo, Merger Sub or any of their respective Subsidiaries immediately prior to the Effective Time shall be canceled and shall cease to exist, and no payment shall be made with respect thereto. (c) Each common share of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one common share of the Surviving Company with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of the Surviving Company. (d) All of the Company Common Stock, when Shares converted as provided in Section 3.2(a), into the right to receive the Merger Consideration pursuant to this Article 2 shall no longer shall be outstanding and shall automatically be canceled and retired and shall cease to existexist as of the Effective Time and, and subject to Section 2.03, (i) each Certificate certificate previously evidencing representing any such Company Common Stock Shares (each a “Certificate”) and (ii) each uncertificated Company Common Share represented in book entry, including through Cede & Co., the nominee of the Depository Trust Company (collectively, the “Uncertificated Shares”), that immediately prior to the Effective Time was registered to a holder on the shareholder register of the Company shall thereafter represent only the right to receive (A) the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights Consideration and (B) with respect to the Company Common Stock except as otherwise provided herein or by law andShare Consideration, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock(1) any dividends or other distributions pursuant to Section 2.03(g) and (2) any cash in lieu of any fractional Parent Registered Shares pursuant to Section 2.06, the Merger Considerationin each case to be issued or paid in accordance with Section 2.03, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxinterest.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of SubMerger Subsidiary, Parent, the Company or the holders any stockholder of the Company Common StockCompany: (a) Subject to the other provisions of this Except as otherwise provided in Section 3.23.02(b), Section 3.02(c) or Section 3.04, each share of Company Common Stock issued and Share outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon(the “Merger Consideration”), on the terms and subject to the conditions set forth in this Agreement, upon surrender and exchange of Certificates or Uncertificated Shares in accordance with Section 3.03. As of the Certificate (as defined in Section 3.3) representing Effective Time, all such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), Shares shall no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders . (b) Each Share held by the Company as treasury stock or owned by Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no payment shall be made with respect thereto. (c) Each Share held by any Subsidiary of Certificates previously evidencing either the Company Common Stock or Parent (other than the Merger Subsidiary) immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no payment shall be made with respect thereto. (d) Each share of common stock, par value $0.001 per share, of Merger Subsidiary outstanding immediately prior to the Effective Time shall cease to have any rights with respect to be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock of the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance Surviving Corporation with the provisions of Section 3.3same rights, powers and privileges as the shares so converted and shall constitute the only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number capital stock of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of the Company Common Stockany stockholder thereof or any other Person: (a) Subject to the other provisions of this except as otherwise provided in Section 3.22.5(b), Section 2.5(c), Section 2.5(d), Section 2.7 or Section 2.9, each share of Company Common Stock issued and Share outstanding immediately prior to the Effective Time shall (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6i) shall be converted automatically into the right to receive an amount in cash equal to the Offer Price or such higher pricePer Share Amount, if any, as is paid in the Offer without interest (the "“Merger Consideration"), payable ”) and (ii) cease to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, exist and each holder of a Certificate previously evidencing representing any such Company Common Stock Shares shall thereafter represent have only the right to receive the Merger Consideration. The holders Consideration with respect thereto in accordance with Section 2.6 or Section 2.8(c), as applicable; (b) each Share owned by Parent, Merger Sub or any other direct or indirect wholly owned subsidiary of Certificates previously evidencing Parent immediately prior to the Effective Time (other than Shares irrevocably accepted for payment by Merger Sub in connection with the Offer) shall be canceled and cease to exist, and no payment shall be made with respect thereto and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto; (c) each Share owned by the Company Common Stock or held in the Company’s treasury immediately prior to the Effective Time shall be canceled and cease to exist, and no payment shall be made with respect thereto and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto; (d) each Share owned by any direct or indirect wholly owned Subsidiary of the Company immediately prior to the Effective Time shall remain outstanding and no payment shall be made with respect thereto; and (e) each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall cease be converted into and become one fully paid, nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation (the “Surviving Corporation Common Stock”), which, along with any Shares that remain outstanding pursuant to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.32.5(d), shall constitute the only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number capital stock of shares or a different class by reason the Surviving Corporation as of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, immediately following the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxEffective Time.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Except as otherwise provided in Section 3.22.02(c), Section 2.02(d) or Section 2.04, each share of Company Common Stock issued and Share outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer a unit consisting of (the "Merger Consideration"), payable to the holder thereof i) $16.50 in cash, without any interest thereon(the “Company Share Cash Consideration”) and (ii) 0.03702 shares of Parent Common Stock (the “Company Share Stock Consideration” and, upon surrender and exchange together with the Company Share Cash Consideration the “Company Shares Merger Consideration”). As of the Certificate (as defined in Section 3.3) representing Effective Time, all such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), Shares shall no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Company Shares Merger Consideration. (b) Except as otherwise provided in Section 2.02(c), Section 2.02(d) or Section 2.04, each Series A Preferred Share outstanding immediately prior to the Effective Time (which excludes, for the avoidance of doubt, any Series A Preferred Shares converted into Company Shares immediately prior to the Effective Time pursuant to a Contingent Conversion Notice (as defined in the Voting Agreement)) shall be converted into the right to receive a unit consisting of (i) the product of 148.80952 multiplied by the Company Share Cash Consideration (the “Preferred Share Cash Consideration”) and (ii) the product of 148.80952 multiplied by the Company Share Stock Consideration (the “Preferred Share Stock Consideration” and, together with the Preferred Share Cash Consideration the “Series A Preferred Shares Merger Consideration”). The holders As of Certificates previously evidencing the Effective Time, all such Series A Preferred Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and shall thereafter represent only the right to receive the Series A Preferred Shares Merger Consideration. (c) Each Share held by the Company Common Stock as treasury stock (other than Company Shares in an Employee Plan of the Company) or owned by Parent or Merger Subsidiary immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto. (d) Each Share, if any, held by any wholly-owned Subsidiary of either the Company or Parent (other than the Merger Subsidiary) immediately prior to the Effective Time shall be converted into such number of shares or fractional shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of the outstanding capital stock of the Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (e) Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall cease to have any rights with respect to be converted into and become one share of common stock of the Company Common Stock except as otherwise provided herein or by law and, upon Surviving Corporation and shall constitute the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number capital stock of the Surviving Corporation (except for any such shares or a different class by reason resulting from the conversion of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted Shares pursuant to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSection 2.02(d)).

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Parties hereto or any holder of Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Class A Stock issued and outstanding immediately prior to the Effective Time (excluding shares ownedother than Excluded Shares, directly or indirectly, by the Company Restricted Shares and any Dissenting Shares (as defined in Section 3.6Shares) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid $36.26 in the Offer cash (the "“Merger Consideration"”). At the Effective Time, payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such all shares of Company Common StockClass A Stock (other than Excluded Shares, when converted as provided in Section 3.2(a), no longer Restricted Shares and any Dissenting Shares) shall cease to be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders holder of Certificates previously evidencing Company Common Stock outstanding a certificate that immediately prior to the Effective Time represented such share of Company Stock (a “Certificate”) shall cease to have any rights with respect to the Company Common Stock thereto, except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive the Merger Consideration for their Company Common Stockeach share of Class A Stock represented by such Certificate, to be paid in consideration therefor, without interest, upon surrender of such Certificate in accordance with Section 2.02(b). All shares of Class A Stock held by the Family Stockholders, Family LLC, any Subsidiary of Family LLC, the Merger ConsiderationCompany or any wholly-owned Subsidiary of the Company (or held in the Company’s treasury) and all shares of Class B Stock shall cease to be outstanding and shall automatically be cancelled and shall cease to exist, without any interest thereon. Notwithstanding the foregoing, if between the date and each holder of this Agreement and a certificate that immediately prior to the Effective Time the outstanding represented such shares of Company Common Stock shall cease to have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration rights with respect thereto and no consideration shall be correspondingly adjusted to reflect such delivered in exchange therefor. Each share of common stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with CVC MergerCo shall be converted into one share of newly issued common stock of the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or any stockholder of the holders Company: (i) any Shares then held by the Company or any wholly owned Subsidiary of the Company Common Stock:(or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (aii) Subject any Shares then held by Parent, Purchaser or any other wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to the other provisions of this exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses (i) and (ii) above and subject to Section 3.22.6(b), each share of Company Common Stock issued and Share then outstanding immediately prior to the Effective Time (excluding shares ownedother than any Dissenting Shares, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6below) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "“Merger Consideration"”), payable without interest, subject to the holder thereof any withholding of Taxes required by applicable Legal Requirements in cash, without any interest thereon, upon surrender and exchange accordance with Section 2.7(f); and (iv) each share of the Certificate (as defined in Section 3.3) representing such common stock, $0.0001 par value per share, of Purchaser then outstanding shall be converted into one share of Company Common Stock. (b) All common stock of the Surviving Corporation. At the Effective Time, all such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer Shares shall cease to be outstanding and shall automatically be canceled cancelled and retired and shall cease to exist, and each Certificate previously any certificates evidencing such Company Common Stock shares (the “Certificates”) which immediately prior to the Effective Time represented any such Shares shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason Consideration therefor. (b) Without duplication of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesadjustment made pursuant to Section 1.1(f), the Merger Consideration shall be correspondingly adjusted appropriately and proportionately to reflect such the effect of any stock dividendsplit, subdivisionreverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, recapitalizationcombination, split, combination or exchange of sharesshares or other like change with respect to Company Common Stock occurring on or after the date hereof and at or prior to the Effective Time, with and such adjustment to the aggregate Merger Consideration payable to each stockholder in such case being rounded shall provide to the nearest pennxholders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock capital stock of Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one (excluding 1) validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation. (b) All shares owned, directly or indirectly, of Company Common Stock that are owned by the Company as treasury shares and any shares of Company Common Stock owned by Parent, Sub or any other direct or indirect Subsidiary of Parent shall, at the Effective Time, be cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) At the Effective Time, each share of Company Common Stock then issued and outstanding (other than Company Common Stock to be cancelled pursuant to Section 3.1(b) and Dissenting Shares (as defined in Section 3.6Shares) shall be automatically cancelled and shall cease to exist and be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof $10.50 in cash, without any interest thereon, upon surrender and exchange of (the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a“Merger Consideration”), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding Book Entry Shares and the holders of certificates that, immediately prior to the Effective Time Time, represented outstanding Company Common Stock (the “Certificates”) shall cease to have any rights with respect thereto other than the right to the Company Common Stock except as otherwise provided herein or by law andreceive, upon the surrender transfer of such Book Entry Shares or delivery of such Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock3.2, the Merger Consideration, without any interest thereon. Notwithstanding , for each such share of the foregoing, if Company Common Stock. (d) If at any time between the date of this Agreement and the Effective Time any change in the number of issued or outstanding shares of Company Common Stock shall have been changed into occur as a different number result of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, share split (including a reverse share split), combination or combination, exchange or readjustment of shares, or any share dividend or share distribution (including any dividend or distribution of securities convertible into Company Common Stock) with a record date during such period, the amount of the Merger Consideration as provided in Section 3.1(c) shall be correspondingly equitably adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxchange.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Parties hereto or any holder of Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time Merger (excluding shares owned, directly or indirectly, by the Company other than Excluded Shares and any Dissenting Shares (as defined in Section 3.6Shares) shall be converted into the right to receive the Offer Price or such higher price$8.40 in cash, if any, as is paid in the Offer without interest (the "Merger Consideration"). At the Effective Time, payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such all shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer Stock (other than Excluded Shares and any Dissenting Shares) shall cease to be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders holder of Certificates previously evidencing Company Common Stock outstanding (x) a certificate that immediately prior to the Effective Time represented such share of Company Stock (a "Certificate") and (y) uncertificated shares represented by book-entry that immediately prior to the Effective Time represented such shares of Company Stock ("Book-Entry Shares") shall cease to have any rights with respect to the Company Common Stock thereto, except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger ConsiderationConsideration for each share of Company Stock represented by such Certificate or Book-Entry Share, to be paid in consideration therefor, without any interest thereoninterest, upon surrender of such Certificate or Book-Entry Share in accordance with Section 2.02(b). Notwithstanding At the foregoingEffective Time, if between the date all Excluded Shares shall cease to be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of this Agreement and (i) a Certificate that immediately prior to the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of represented such shares, and (ii) Book-Entry Shares that immediately prior to the Merger Consideration Effective Time represented such shares, shall cease to have any rights with respect thereto and no consideration shall be correspondingly adjusted to reflect such delivered in exchange therefor. At the Effective Time, each share of common stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with Merger Sub shall be converted into one share of newly issued common stock of the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Subany of Purchaser, the Company Acquisition Sub or the holders of the Company Common StockCompany: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock Each issued and outstanding share of Common Stock, no par value, of the Company ("Share") immediately prior to the Effective Time Time, together with the associated preferred stock purchase rights (excluding shares ownedthe "Rights") issued pursuant to that certain Rights Agreement, directly or indirectlydated as of August 19, 1997, as amended (the "Rights Agreement"), by and between the Company and SunTrust Bank, Atlanta, Georgia, as Rights Agent (other than (i) any Shares to be canceled pursuant to Sections 1.8(b) and 1.8(c) and (ii) any Dissenting Shares (as defined in Section 3.6) 2.1 hereof)), shall be canceled and extinguished and be converted into the right to receive the Offer Price or such higher price, if any, as is paid $15.10 in the Offer cash (the "Merger Consideration"), payable to the holder thereof in cashthereof, without any interest thereon, upon the surrender and exchange of the Certificate (as defined in Section 3.3) certificate formerly representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as Share in the manner provided in Section 3.2(a2.2 hereof and less any required withholding of Taxes (as hereinafter defined). From and after the Effective Time, all such Shares shall no longer shall be outstanding and shall automatically be deemed to be canceled and retired and shall cease to exist, and each Certificate previously evidencing holder of a certificate representing any such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time Shares shall cease to have any rights with respect thereto, except the right to receive the Company Common Stock except as otherwise provided herein or by law andMerger Consideration therefor, without interest thereon, upon the surrender of Certificates such certificate in accordance with Section 2.2 hereof, or the provisions of Section 3.3right, shall only have the right if any, to receive for their payment from the Surviving Corporation of the "fair value" of such Shares as determined in accordance with Article 13 of the GBCC. (b) Each Share held in the treasury of the Company and each Share owned by any Subsidiary of the Company immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Acquisition Sub, the Company or the holder thereof, be canceled, retired and cease to exist and no payment or distribution shall be made with respect thereto. (c) Each Share held by Purchaser shall be canceled. (d) As of the Effective Time, by virtue of the Merger and without any action on the part of the holders of any Shares or holders of Common Stock, the Merger Considerationpar value $0.01 per share, without any interest thereon. Notwithstanding the foregoingof Acquisition Sub ("Acquisition Sub Common Stock"), if between the date each issued and outstanding share of this Agreement and the Effective Time the outstanding shares of Company Acquisition Sub Common Stock shall have been changed be converted into a different number one (1) validly issued, fully paid and nonassessable share of shares or a different class by reason common stock, no par value per share, of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.

Conversion of Shares. At Pursuant to the terms of this Amalgamation Agreement and the Transaction Agreement, at the Effective Time, by virtue of the Merger Amalgamation and without any action on the part of Amalgamation Sub, the Company or the holders of the Company Common StockShares, and subject to applicable Bermuda law: (a) Subject 6.1 Except as specified in clauses 6.2 or 6.3 below and subject to the other provisions of this Section 3.2clause 6.5 below, each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time will be converted into the right to receive in cash U.S.$40.00 per Company Share (excluding shares ownedwithout interest, directly subject to applicable withholding for taxes, levies, imposts or indirectlyother governmental charges) (the “Amalgamation Consideration”). At the Effective Time, by all such Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of such Company Shares shall cease to have any rights with respect thereto, except the right to receive the Amalgamation Consideration as provided herein. Nothing in this section shall affect the right of any holder of Company and Dissenting Shares as of the record date for the Special Dividend (as defined in Section 3.6the Transaction Agreement) to receive the Special Dividend. 6.2 Each Company Share (if any) (i) owned by Parent or any direct or indirect wholly-owned Subsidiary (as defined in the Transaction Agreement) of Parent (other than Company Shares held for the account or benefit of any customer, client or other Person (as defined in the Transaction Agreement)) or (ii) held in trust for use in Company Share Option Plans (as defined in the Transaction Agreement) or Company Share Purchase Plans (as defined in the Transaction Agreement) (other than Company Shares actually used to satisfy the Company’s obligations to deliver Company Shares under such plans at or prior to the Effective Time including the delivery of Company Shares previously purchased pursuant to Company Share Purchase Plans) shall not be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, Amalgamation Consideration and shall be cancelled and extinguished without any interest thereon, upon surrender conversion thereof and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stockno payment shall be made with respect thereto. (b) All such shares of 6.3 Each Company Common Stock, when Share held by a Dissenting Shareholder shall not be converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only into the right to receive the Merger Amalgamation Consideration, and shall be cancelled and converted into a right to receive payment of fair value pursuant to and subject to Section 106 of the Companies Act; provided that if a Dissenting Shareholder withdraws such claim, such holder’s right to receive payment of fair value shall be deemed to have been converted as of the Effective Time into a right to receive the Amalgamation Consideration in accordance with Section 6.1. The holders Company shall give Parent (a) prompt notice of Certificates previously evidencing the existence of any Dissenting Shareholders, attempted withdrawals of applications to the Supreme Court of Bermuda for appraisal of the fair value of the shares and any other instruments served pursuant to the Companies Act and received by the Company Common Stock relating to any Dissenting Shareholder’s rights to be paid the fair value of such Dissenting Shareholder’s Company Shares, as provided in Section 106 of the Companies Act; and (b) the opportunity to direct any and all negotiations and proceedings with respect to demands for appraisal under the Companies Act. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal of Company Shares, offer to settle or settle any demands or approve any withdrawal of any such demands. 6.4 The common shares of Amalgamation Sub issued and outstanding immediately prior to the Effective Time shall cease be converted into common shares of the Amalgamated Company equal to the number of Company Shares issued and outstanding immediately prior to the Effective Time. 6.5 If any certificates or book shares which prior to the Effective Time represented Company Shares shall not have been surrendered within six years after the Effective Time (or such earlier date as shall be immediately prior to the date that such unclaimed funds would otherwise become subject to any rights abandoned property, escheat or similar law), unclaimed funds payable with respect to such certificates or book shares shall, to the Company Common Stock except as otherwise provided herein extent permitted by applicable law, become the property of the Amalgamated Company, free and clear of all claims or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxPerson previously entitled thereto.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Tempranillo, Merger Sub, the Company Lafite or the holders of the Company Common Stockany stockholder thereof or any other Person: (a) Subject except as otherwise provided in Section 2.03(b), Section 2.03(c) or Section 2.03(d), and subject to the other provisions of this Section 3.22.04(f), each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and other than Dissenting Shares (as defined in Section 3.6Shares) shall be converted automatically into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (i) 0.5920 (the "Merger “Exchange Ratio”) of a fully paid, validly issued and nonassessable share of Tempranillo Common Stock (the “Stock Consideration"”), payable to the holder thereof and (ii) $4.24 in cash, without any interest thereon(the “Cash Consideration” and together with the Stock Consideration, upon surrender and exchange of the Certificate (as defined “Merger Consideration”). Upon conversion thereof in accordance with this Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a2.03(a), no longer each such Share shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, exist and each holder of a Certificate previously evidencing representing any such Company Common Stock Shares shall thereafter represent have only the right to receive the Merger Consideration with respect thereto in accordance with Section 2.04. For the avoidance of doubt, in addition to the Merger Consideration. The , immediately prior to and in connection with the Closing, holders of Certificates previously evidencing Company Common Stock Shares will receive the Special Dividend as contemplated by Section 6.06; (b) each Share owned by Tempranillo, Merger Sub or any other direct or indirect wholly owned subsidiary of Tempranillo or Merger Sub immediately prior to the Effective Time shall be canceled and cease to exist, and no consideration shall be paid or delivered in exchange therefor and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto; (c) each Share held in Lafite’s treasury immediately prior to the Effective Time shall be canceled and cease to exist, and no consideration shall be paid or delivered in exchange therefor and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto; (d) each Share owned by any direct or indirect wholly owned Subsidiary of Lafite immediately prior to the Effective Time shall be canceled and cease to exist, and no consideration shall be paid or delivered in exchange therefor and each holder of a Certificate representing any such Shares shall cease to have any rights with respect thereto; and (e) each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to be converted into one fully paid, nonassessable share of common stock, par value $0.001 per share, of the Company Common Stock except as otherwise provided herein or by law andSurviving Corporation, upon which shall constitute the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number capital stock of shares or a different class by reason the Surviving Corporation as of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, immediately following the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxEffective Time.

Conversion of Shares. At As of the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders any record holder ("Stockholder") of certificates representing shares of the Company Common Stock:Company's capital stock ("Certificates"): (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock The issued and outstanding immediately prior to shares of the Effective Time Company's Series A Preferred Stock, Class A Common Stock, Class B Common Stock and Class C Common Stock (collectively, the "Company Capital Stock"), excluding any such shares ownedheld in the Company's treasury, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be automatically converted into and shall represent only the right to receive the Offer Price or such higher pricereceive, if any, as is paid in the Offer aggregate, $202,500,000.00 (Two Hundred Two Million Five Hundred Thousand Dollars) (the "Initial Merger Consideration") subject to adjustment as provided in Section 3.03 hereof (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such . Each share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer Capital Stock shall be outstanding automatically converted into and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the portion of the Merger Consideration (as defined below) as set forth on Exhibit 3.01 hereto (the "Allocated Merger Consideration. The holders "). (b) Each share of Certificates previously evidencing the Company Common Capital Stock outstanding immediately prior to held in the Effective Time treasury of the Company shall be canceled and retired and all rights in respect thereof shall cease to have any rights with exist and no payment shall be made in respect thereof; PROVIDED, HOWEVER, that shares of the Company's Class C Common Stock authorized for sale pursuant to the Company Common Company's Master Executive Stock except as otherwise provided herein or by law and, upon Purchase Plan but not allocated to any individual for purchase shall receive payment from the surrender of Certificates Merger Consideration in accordance with the provisions such plan. (c) Each issued and outstanding share of Section 3.3, shall only have the right to receive for their Company Purchaser's Common Stock, the Merger Considerationpar value $.01 per share ("Purchaser Common Stock"), without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividendconverted into one share of the Surviving Corporation's Common Stock, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxpar value $.01 per share.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Subthe holder thereof, the Company or the holders of the Company Common Stock: (ai) Subject to the other provisions of this Section 3.2, each share of Company Parent Common Stock issued and outstanding immediately shall be converted into and be deemed to become [ ] shares of Subsidiary Common Stock, and (ii) each share of Parent New Preferred Stock issued and outstanding shall be converted into and be deemed to become one share of Subsidiary New Preferred Stock (as defined in the Surviving Corporation Certificate of Designations). At such time prior to the Effective Time (excluding shares owned, directly or indirectly, as shall be determined by the Company Board of Directors of Parent, each share of Parent Old Preferred Stock issued and Dissenting Shares (as defined in Section 3.6) outstanding shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable redeemed pursuant to the holder terms thereof in cash, without any interest thereon, upon surrender and exchange the Articles of Incorporation of the Certificate (as defined in Section 3.3) representing such share of Company Common StockParent. (b) All such From and after the Effective Time, (i) each certificate theretofore representing shares of Company issued and outstanding Parent Common StockStock shall, when upon surrender to Subsidiary, entitle the holder to receive in exchange therefor a certificate or certificates representing the number of shares of Subsidiary Common Stock into which the stock theretofore represented by the certificate so surrendered shall have been converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to existaccordance with the paragraph above, and (ii) each Certificate previously evidencing such Company Common certificate theretofore representing shares of issued and outstanding Parent New Preferred Stock shall thereafter represent only shall, upon surrender to Subsidiary, entitle the right holder to receive in exchange therefor a certificate or certificates representing the Merger Consideration. The holders number of Certificates previously evidencing Company Common shares of Subsidiary New Preferred Stock outstanding immediately prior to into which the stock theretofore represented by the certificate so surrendered shall have been converted in accordance with the paragraph above. (c) Each share, if any, of capital stock held in Parent’s treasury at the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and automatically be canceled. (d) At the Effective Time Time, and pursuant to Section 351.447 of the MGBCL and Section 253 of the DGCL, all of the presently issued and outstanding shares of Company Subsidiary Common Stock shall have been changed into a different number cease to exist as the Parent Corporation holds 100% of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of such shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennx.

Conversion of Shares. (a) At the Effective Time, each share of the common stock of Merger Sub, issued and outstanding immediately prior to the Effective Time, shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation. (b) At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Sub, the Company or the holders any holder of any capital stock of the Company Common Stock: (a) Subject or Merger Sub or any warrants or options to the other provisions of this Section 3.2purchase any such capital stock, each share of Common Stock, $0.01 par value per share, of the Company (“Company Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (excluding shares ownedindividually, directly or indirectlya “Common Share” and collectively, the “Common Shares” (other than (1) any Common Shares held by the Company Company, (2) any Common Shares held by Parent or any Subsidiary of Parent and (3) any Dissenting Shares (as defined in Section 3.62.6)) shall be converted into the right to receive $0.0001 in cash on the Offer Price or terms and conditions provided herein, and all of such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), Shares shall no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing any certificate formerly representing such Company Common Stock Shares immediately prior to the Effective Time shall thereafter represent only the right to receive such amount upon surrender of such certificate and a letter of transmittal referred to in Section 2.7(a)(ii); provided, however, that if the amount that would be payable to any holder of such Common Shares in accordance herewith would be less than $0.01, such payment shall be rounded up to $0.01 and no further payment shall be made to such holder in respect of any of such holder’s Common Shares. (c) At the Effective Time, by virtue of the Merger Consideration. The holders and without any further action on the part of Certificates previously evidencing Merger Sub, the Company Common Stock or any holder of any capital stock of the Company or Merger Sub or any warrants or options to purchase any such capital stock, each share of Series A Convertible Preferred Stock, $0.01 par value per share, of the Company (“Company Series A Stock”) issued and outstanding immediately prior to the Effective Time (individually, a “Series A Share” and collectively, the “Series A Shares”) (other than (1) Series A Shares held by the Company, (2) Series A Shares held by Parent or any Subsidiary of Parent and (3) any Dissenting Shares) shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have be converted into the right to receive for their $0.03012 in cash and up to an additional $0.00058 in cash and such number of Parent Shares as have a market value (based on the Average Closing Price) of $0.0035 on the terms and conditions provided herein, and all of such Series A Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and any certificate formerly representing such Series A Shares immediately prior to the Effective Time shall thereafter represent only the right to receive such amount upon surrender of such certificate in accordance with Section 2.7(a); provided, however, that the first such cash amount shall be payable by the Paying Agent upon surrender of any such certificate and a letter of transmittal referred to in Section 2.7(a)(ii), and the second such cash amount and such Parent Shares shall be payable by the Escrow Agent out of the Escrow Account pursuant to the Escrow Agreement if and only to the extent that any such amounts become payable therefrom pursuant to Section 2.7; and provided, further, that in lieu of any fractional shares of Parent common stock, each stockholder’s Parent Shares shall be rounded down to the nearest whole number. (d) At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Sub, the Company or any holder of any capital stock of the Company or Merger Sub or any warrants or options to purchase any such capital stock, each share of Series B Convertible Preferred Stock, $0.01 par value per share, of the Company (“Company Series B Stock”) issued and outstanding immediately prior to the Effective Time (individually, a “Series B Share” and collectively, the “Series B Shares”) (other than (1) Series B Shares held by the Company, (2) Series B Shares held by Parent or any Subsidiary of Parent and (3) any Dissenting Shares) shall be converted into the right to receive $0.07530 in cash and up to an additional $0.00146 in cash and such number of Parent Shares as have a market value (based on the Average Closing Price) of $0.00875 on the terms and conditions provided herein, and all of such Series B Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and any certificate formerly representing such Series B Shares immediately prior to the Effective Time shall thereafter represent only the right to receive such amount upon surrender of such certificate in accordance with Section 2.7(a); provided, however, that the first such cash amount shall be payable by the Paying Agent upon surrender of any such certificate and a letter of transmittal referred to in Section 2.7(a)(ii), and the second such cash amount and such Parent Shares shall be payable by the Escrow Agent out of the Escrow Account pursuant to the Escrow Agreement if and only to the extent that any such amounts become payable therefrom pursuant to Section 2.7; and provided, further, that in lieu of any fractional shares of Parent common stock, each stockholder’s Parent Shares shall be rounded down to the nearest whole number. (e) At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Sub, the Company or any holder of any capital stock of the Company or Merger Sub or any warrants or options to purchase any such capital stock, each share of Series C-FM Convertible Preferred Stock, $0.01 par value per share, of the Company (“Company Series C-FM Stock”) issued and outstanding immediately prior to the Effective Time (individually, a “Series C-FM Share” and collectively, the “Series C-FM Shares”) (other than (1) Series C-FM Shares held by the Company, (2) Series C-FM Shares held by Parent or any Subsidiary of Parent and (3) any Dissenting Shares) shall be converted into the right to receive $0.78411 in cash and up to an additional $0.01518 in cash and such number of Parent Shares as have a market value (based on the Average Closing Price) of $0.09110 on the terms and conditions provided herein, and all of such Series C-FM Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and any certificate formerly representing such Series C-FM Shares immediately prior to the Effective Time shall thereafter represent only the right to receive such amount upon surrender of such certificate in accordance with Section 2.7(a); provided, however, that the first such cash amount shall be payable by the Paying Agent upon surrender of any such certificate and a letter of transmittal referred to in Section 2.7(a)(ii), and the second such cash amount and such Parent Shares shall be payable by the Escrow Agent out of the Escrow Account pursuant to the Escrow Agreement if and only to the extent that any such amounts become payable therefrom pursuant to Section 2.7; and provided, further, that in lieu of any fractional shares of Parent common stock, each stockholder’s Parent Shares shall be rounded down to the nearest whole number. (f) At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Sub, the Company or any holder of any capital stock of the Company or Merger Sub or any warrants or options to purchase any such capital stock, each share of Series C-GE Convertible Preferred Stock, $0.01 par value per share, of the Company (“Company Series C-GE Stock”) issued and outstanding immediately prior to the Effective Time (individually, a “Series C-GE Share” and collectively, the “Series C-GE Shares”) (other than (1) Series C-GE Shares held by the Company, (2) Series C-GE Shares held by Parent or any Subsidiary of Parent and (3) any Dissenting Shares) shall be converted into the right to receive $0.78411 in cash and up to an additional $0.01518 in cash and such number of Parent Shares as have a market value (based on the Average Closing Price) of $0.09110 on the terms and conditions provided herein, and all of such Series C-GE Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and any certificate formerly representing such Series C-GE Shares immediately prior to the Effective Time shall thereafter represent only the right to receive such amount upon surrender of such certificate in accordance with Section 2.7(a); provided, however, that the first such cash amount shall be payable by the Paying Agent upon surrender of any such certificate and a letter of transmittal referred to in Section 2.7(a)(ii), and the second such cash amount and such Parent Shares shall be payable by the Escrow Agent out of the Escrow Account pursuant to the Escrow Agreement if and only to the extent that any such amounts become payable therefrom pursuant to Section 2.7; and provided, further, that in lieu of any fractional shares of Parent common stock, each stockholder’s Parent Shares shall be rounded down to the nearest whole number. (g) At the Effective Time, by virtue of the Merger and without any further action on the part of Merger Sub, the Company or any holder of any capital stock of the Company or Merger Sub or any warrants or options to purchase any such capital stock, each share of Series D Convertible Preferred Stock, $0.01 par value per share, of the Company (“Company Series D Stock”) issued and outstanding immediately prior to the Effective Time (individually, a “Series D Share” and collectively, the “Series D Shares”) (other than (1) Series D Shares held by the Company, (2) Series D Shares held by Parent or any Subsidiary of Parent and (3) any Dissenting Shares) shall be converted into the right to receive $3.51698 in cash and up to an additional $0.06811 in cash and such number of Parent Shares as have a market value (based on the Average Closing Price) of $0.40863 on the terms and conditions provided herein, and all of such Series D Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and any certificate formerly representing such Series D Shares immediately prior to the Effective Time shall thereafter represent only the right to receive such amount upon surrender of such certificate in accordance with Section 2.7(a); provided, however, that the first such cash amount shall be payable by the Paying Agent upon surrender of any such certificate and a letter of transmittal referred to in Section 2.7(a)(ii), and the second such cash amount and such Parent Shares shall be payable by the Escrow Agent out of the Escrow Account pursuant to the Escrow Agreement if and only to the extent that any such amounts become payable therefrom pursuant to Section 2.7; and provided, further, that in lieu of any fractional shares of Parent common stock, each stockholder’s Parent Shares shall be rounded down to the nearest whole number. (h) The Common Shares, Series A Shares, Series B Shares, Series C-FM Shares, Series C-GE Shares and Series D Shares of the Company are referred to herein collectively as the “Shares” of the Company or the “Company Shares.” Company Common Stock, Company Series A Stock, Company Series B Stock, Company Series C-FM Stock, Company Series C-GE Stock and Company Series D Stock are referred to herein collectively as the Merger Consideration“Stock” of the Company or the “Company Stock.” (i) At the Effective Time, without each Company Share held by the Company, Parent or any interest thereon. Notwithstanding the foregoing, if between the date Subsidiary of this Agreement and Parent immediately prior to the Effective Time shall, by virtue of the outstanding shares Merger and without any further action on the part of Merger Sub, the Company Common Stock shall have been changed into a different number of shares or a different class by reason any holder of any capital stock dividendof the Company or Merger Sub or any warrants or options to purchase any such capital stock, subdivision, reclassification, recapitalization, split, combination or exchange be canceled and cease to exist without payment with respect thereto and without surrender of shares, the Merger Consideration shall be correspondingly adjusted to reflect any certificates formerly representing such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxShares.

Conversion of Shares. At the Effective Time, by virtue of the First Step Merger and without any action on the part of SubCB, the Company Cornerstone Bank, Holdco, Providence Bank, Merger Sub or the holders holder of any of the Company Common Stockfollowing securities: (a) Subject to the other provisions of this Section 3.2, each Each share of Company the Common Stock Stock, par value $1.00 per share, of Holdco (the “Holdco Common Stock”) issued and outstanding immediately prior to before the Effective Time shall remain issued and outstanding and shall not be affected by the First Step Merger. (b) All shares of common stock, no par value per share, of CB issued and outstanding immediately before the Effective Time (excluding shares the “CB Common Stock”) that are owned, directly or indirectly, by CB, Cornerstone Bank, Holdco, Providence Bank or Merger Sub (other than shares of CB Common Stock held in trust accounts, including grantor or rabbi trust accounts, managed accounts and the Company like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties (any such shares, “Trust Account Common Shares”) and Dissenting Shares (other than shares held as defined in Section 3.6a result of debts previously contracted) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and outstanding, shall automatically be canceled and retired cancelled and shall cease to exist, and no consideration shall be delivered in exchange therefor. (c) Excluding Dissenting Shares, each Certificate previously evidencing such Company share of CB Common Stock (excluding shares that are owned, directly or indirectly, by CB, Cornerstone Bank, Holdco, Providence Bank or Merger Sub, in each case other than Trust Account Common Shares or shares held as a result of debts previously contracted) issued and outstanding immediately before the Effective Time shall cease to be outstanding and shall be converted into and exchanged for the right to receive $0.235 per share in cash (“Merger Consideration”). (d) Subject to Section 1.5, from and after the Effective Time, all of the shares of CB Common Stock (other than those to be cancelled pursuant to Section 1.4(c)) shall no longer be outstanding, shall automatically be cancelled and shall cease to exist as of the Effective Time, and each book entry notation of record ownership and each certificate previously representing any such shares of CB Common Stock (each, a “Certificate”) shall thereafter represent only the right to receive the Merger Consideration. The Consideration into which the shares of CB Common Stock represented by such book entry notation of record ownership or such Certificate have been converted pursuant to this Section 1.4, as well as any dividends to which holders of Certificates previously evidencing Company CB Common Stock become entitled. (e) Each share of capital stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company will be converted into one validly issued, fully paid and non-assessable share of CB Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time CB Common Stock issued pursuant to such conversion will constitute all of the issued and outstanding shares of Company Common Stock shall have been changed into a different number capital stock of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxCB.

Conversion of Shares. (a) At the Effective Time, each share of common stock, par value $0.001 per share, of MIDWEST (individually a “MIDWEST Share” and collectively, the “MIDWEST Shares”) issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of SubMIDWEST, the Company MILLENNIUM, MERGER SUB or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2holder thereof, each share of Company Common Stock issued be canceled and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law andreceive, upon the surrender of Certificates in accordance with the provisions certificate formerly representing such share, one share of Section 3.3, shall only have the right to receive for their Company MILLENNIUM's Common Stock, par value $0.001 per share. In the Merger Considerationevent that, without any interest thereon. Notwithstanding the foregoing, if between subsequent to the date of this Agreement and but prior to the Effective Time Time, the outstanding shares of Company MILLENNIUM Common Stock shall have been or MIDWEST Common Stock are changed into a different number of shares or a different class by reason as a result of any a stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalizationcombination, splitexchange, combination recapitalization or exchange similar transaction, the number of shares of MILLENNIUM Common Stock into which each share of MIDWEST Common Stock will be converted as a result of the Merger will be adjusted appropriately. (b) MIDWEST hereby acknowledges that (i) the MILLENNIUM Shares have not been and will not be registered under the Securities Act of 1933 (“1933 Act”) or under the securities laws of any state and, therefore, the MILLENNIUM Shares cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations as are available; and (ii) the transferability of the Shares is restricted and that a legend shall be placed on the certificates representing the securities substantially to the following effect: (c) At the Effective Time, each MIDWEST Share held in the treasury of MIDWEST, by MIDWEST immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of MIDWEST, MERGER SUB or MILLENNIUM be canceled, retired and cease to exist and no payment shall be made with respect thereto. (d) At the Effective Time, MILLENNIUM will amend its Articles of Incorporation to authorize 10,000,000 shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividendpar value $0.001, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxpreferred stock.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, HoldCo, Merger Sub, the Company or the holders of the any Company Common StockShares or any shares of Parent, HoldCo or Merger Sub: (a) Subject to the other provisions of this Except as otherwise provided in Section 3.22.02(b) or Section 2.04, each share of Company Common Stock Share issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive from the Offer Price or such higher priceExchange Agent (who shall act on behalf of the holders of Company Common Shares entitled to the Merger Consideration), if anyafter the consummation of the transactions set forth on Section 2.01(b) of each of the Company Disclosure Letter and the Parent Disclosure Letter, as is (i) 1.6128 newly issued fully paid and non-assessable Parent Registered Shares (the "Share Consideration") and (ii) $12.75 in cash, without interest (the Offer ("Cash Consideration" and together with the Share Consideration, the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such Each Company Common Share held by the Company as treasury shares or owned by Parent, HoldCo, Merger Sub or any of their respective Subsidiaries immediately prior to the Effective Time shall be canceled and shall cease to exist, and no payment shall be made with respect thereto. (c) Each common share of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one common share of the Surviving Company with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of the Surviving Company. (d) All of the Company Common Stock, when Shares converted as provided in Section 3.2(a), into the right to receive the Merger Consideration pursuant to this Article 2 shall no longer shall be outstanding and shall automatically be canceled and retired and shall cease to existexist as of the Effective Time and, and subject to Section 2.03, (i) each Certificate certificate previously evidencing representing any such Company Common Stock Shares (each a "Certificate") and (ii) each uncertificated Company Common Share represented in book entry, including through Cede & Co., the nominee of the Depository Trust Company (collectively, the "Uncertificated Shares"), that immediately prior to the Effective Time was registered to a holder on the shareholder register of the Company shall thereafter represent only the right to receive (A) the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights Consideration and (B) with respect to the Company Common Stock except as otherwise provided herein or by law andShare Consideration, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock(1) any dividends or other distributions pursuant to Section 2.03(g) and (2) any cash in lieu of any fractional Parent Registered Shares pursuant to Section 2.06, the Merger Considerationin each case to be issued or paid in accordance with Section 2.03, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxinterest.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company, any stockholder of the Company or the holders of the Company Common Stockany other Person: (ai) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, any Shares then held by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid held in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3Company’s treasury) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares then held by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent or the Company shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses “(i)” and “(ii)” above and subject to Section 2.5(b), each Certificate previously evidencing such Company Common Stock Share outstanding immediately prior to the Effective Time (other than any Rollover Shares and Dissenting Shares, as defined below) shall thereafter represent only be canceled and cease to exist and shall be converted into the right to receive the Offer Price in cash, without interest (the “Merger Consideration. The holders ”), subject to any withholding of Certificates previously evidencing Company Common Stock Taxes required by applicable Legal Requirements in accordance with Section 2.6(e); and (iv) each share of the common stock, $0.01 par value per share, of Purchaser outstanding immediately prior to the Effective Time shall cease to have any rights with respect to be converted into one (1) validly issued, fully paid, and non-assessable share of common stock of the Company Common Stock except as otherwise provided herein or by law andSurviving Corporation. (b) If, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been Shares are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly appropriately and equitably adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange provide the holders of shares, Shares with the aggregate Merger Consideration payable same economic effect as contemplated by this Agreement prior to each stockholder such event; provided, further, that, in such case being rounded any case, nothing in this Section 2.5(b) shall be construed to permit the nearest pennxCompany to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Conversion of Shares. At the Effective TimeDate, by virtue of the Merger and without any action on the part of SubBuyer, the Holding Company or the holders of the Company Common StockBank Subsidiary or their respective stockholders: (a) Subject to the other provisions of this Section 3.2, each Each share of Company common stock, par value $1.667 per share, of Buyer (“Buyer Common Stock Stock”) that is issued and outstanding immediately prior to before the Effective Time (excluding shares owned, directly or indirectly, Date shall remain issued and outstanding and shall remain unchanged by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common StockMerger. (b) All such shares Each share of common stock, par value $5.00 per share, of Holding Company (“Holding Company Common Stock”) that is issued and outstanding immediately before the Effective Date shall be converted into and exchanged for the right to receive 0.8830 shares (the “Exchange Ratio”) of Buyer Common Stock, when plus cash in lieu of any fractional shares pursuant to Section 2.4 (collectively, the “Merger Consideration”). All shares of Holding Company Common Stock converted as provided in pursuant to this Section 3.2(a), 2.1 shall no longer shall be outstanding and shall automatically be canceled cancelled and retired and shall cease to existexist as of the Effective Date. (c) Each share of common stock, par value $5.00 per share, of Bank Subsidiary that is issued and each Certificate outstanding immediately before the Effective Date shall automatically be cancelled and retired and shall cease to exist as of the Effective Date. (d) Each certificate previously evidencing such representing shares of Holding Company Common Stock (a “Holding Company Common Certificate”) shall thereafter cease to represent only any rights except the right to receive the Merger Consideration. The holders with respect to each underlying share of Certificates previously evidencing Holding Company Common Stock outstanding immediately (i) the Merger Consideration upon the surrender of such Holding Company Common Certificate in accordance with Section 2.2, and (ii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.6. (e) Each share of Holding Company Common Stock held by any party hereto and each share of Buyer Common Stock held by Holding Company or any of the Holding Company Subsidiaries (as defined herein) prior to the Effective Time Date (in each case other than in a fiduciary or agency capacity or on behalf of third parties as a result of debts previously contracted) shall be cancelled and retired and shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and exist at the Effective Time the outstanding Date and no consideration shall be issued in exchange therefor; provided, that such shares of Company Buyer Common Stock shall have been changed into a different number resume the status of authorized and unissued shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxBuyer Common Stock.

Conversion of Shares. (a) Immediately prior to the Effective Time, the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event shall have been consummated. All Company Preferred Stock, Company Convertible Notes, Company Warrants, Burkhan Convertible Notes and Burkhan Warrants converted into or exercised for shares of Company Common Stock shall no longer be outstanding and shall cease to exist, and each holder thereof shall thereafter cease to have any rights with respect to such securities. (b) At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders any holder of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock, in each case, that is issued and outstanding immediately prior to the Effective Time (other than any shares subject to Company RSU and Company Option and any Excluded Shares, and after giving effect to the Company Security Conversion, the Warrant Event and the Burkhan Conversion Event), shall be canceled and converted into the right to receive a number of shares of Acquiror Class A Common Stock equal to the quotient obtained by dividing (a) the Company Base Merger Consideration, by (b) the Aggregate Company Shares (the “Per Company Share Merger Consideration”). (c) At the Effective Time, by virtue of the Merger and without any action on the part of Acquiror or Merger Sub, each share of Merger Sub Capital Stock, shall be converted into one (1) share of common stock, par value $0.0001, of the Surviving Corporation. (d) At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof, all Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, held by the Company and Dissenting Shares (as defined in Section 3.6) treasury shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall be automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration no consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or delivered in exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxtherefor.

Conversion of Shares. (a) At the Effective Time, each share of common stock, par value $.001 per share of RITEWIRE (individually a "RITEWIRE Share" and collectively, the "RITEWIRE Shares") issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of SubRITEWIRE, the Company HGLB, or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2holder thereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into and shall become fully paid and non-assessable HGLB common shares determined by dividing (i) Forty Thousand (40,000) the right to receive the Offer Price or such higher priceRITEWIRE Shares, if any, as is paid in the Offer by (the "Merger Consideration"ii) Four Hundred Fifty Thousand (450,000), payable the Exchange Shares. In the event that, subsequent to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and but prior to the Effective Time Time, the outstanding shares of Company RITEWIRE Common Stock shall have been are changed into a different number of shares or a different class by reason as a result of any a stock split, reverse stock split, stock dividend, subdivision, reclassification, recapitalizationcombination, splitexchange, combination recapitalization or exchange of sharessimilar transaction, the number of shares of HGLB Common Stock into which each share of RITEWIRE Common Stock will be converted as a result of the Merger Consideration will be adjusted appropriately. (b) RITEWIRE hereby acknowledges that (i) the HGLB Shares have not been and will not be registered under the Securities Act of 1933 (“1933 Act”) or under the securities laws of any state and, therefore, the HGLB Shares cannot be resold unless they are subsequently registered under said laws or exemptions from such registrations as are available; and (ii) the transferability of the Shares is restricted and that a legend shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with placed on the aggregate Merger Consideration payable to each stockholder in such case being rounded certificates representing the securities substantially to the nearest pennxfollowing effect: (c) At the Effective Time, each RITEWIRE Share held in the treasury of RITEWIRE, by RITEWIRE immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of RITEWIRE, HBS or HGLB be canceled, retired and cease to exist and no payment shall be made with respect thereto.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Subany party, the Company any Person or the holders any holder of the Company Common Stockany securities of any Person: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock Each Share issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting any Shares (as defined described in Section 3.62.6(b)) (i) shall be converted automatically into the right to receive the Offer Price or portion of the consideration set forth in this Agreement attributable to such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof Share in cash, without interest, and subject to deduction for any interest thereonrequired withholding Tax, upon surrender and exchange (ii) shall otherwise cease to be outstanding, shall automatically be canceled, extinguished and cease to exist; provided, that Dissenting Shares shall not be so converted or represent the right to receive the foregoing consideration, but the holders of such Dissenting Shares shall only be entitled to such rights as are set forth in Section 2.8 and the applicable provisions of the DGCL. For the avoidance of doubt, each Share of Preferred Stock is entitled to and shall receive, in accordance with the terms of the Company Certificate (of Incorporation, the same price per share in the Merger as defined the Shares of Common Stock in Section 3.3) representing lieu of receiving any liquidation preference to which such share Shares may otherwise be entitled therein. Confidential Portions of Company Common Stockthis Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (b) All such Each Share held by Parent or Merger Sub or held by the Company as treasury shares or by any Subsidiary of Parent, Merger Sub or the Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and immediately prior to the Effective Time shall automatically be canceled and retired and shall cease to existwithout any conversion thereof, and each Certificate previously evidencing such Company Common Stock no payment, consideration or distribution shall thereafter represent only the right to receive the be made with respect thereto. (c) Each share of common stock, par value $0.001 per share, of Merger Consideration. The holders of Certificates previously evidencing Company Common Stock Sub issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to be converted into and shall represent one validly issued, fully paid and non-assessable share of common stock, par value $0.001 per share, of the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.

Conversion of Shares. (a) At the Effective Time, each share of common stock, par value $0.001 per share, of the Company (each a “Share” and, collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (other than (i) Shares held in the Company’s treasury and (ii) Shares held by Parent or Acquisition) shall, by virtue of the Merger and without any action on the part of SubAcquisition, the Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2holder thereof, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into and shall become a number of fully paid and nonassessable shares of common stock, par value $0.01 per share, of Parent (“Parent Common Stock”) equal the right to receive the Offer Price or such higher price, if any, as is paid in the Offer Exchange Ratio (the "“Merger Consideration"”). Unless the context otherwise requires, payable each reference in this Agreement to shares of Parent Common Stock and to the holder thereof in cashShares shall include the associated Parent Rights and associated Company Rights, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereonrespectively. Notwithstanding the foregoing, if if, between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Parent Common Stock or the Shares shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, then the Merger Consideration Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. (b) The “Exchange Ratio” shall be 0.860. (c) At the Effective Time, each outstanding share of the common stock, $0.001 par value per share, of Acquisition shall be converted into one share of common stock, $0.001 per share, of the Surviving Corporation. (d) At the Effective Time, each Share held in the treasury of the Company and each Share held by Parent or Acquisition immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of Acquisition, the Company or the holder thereof, be canceled, retired and cease to exist, and no shares of Parent Common Stock shall be delivered with respect thereto. (e) Each Share subject to repurchase by the Company, or that is otherwise subject to a risk of forfeiture or other condition under any applicable restricted stock purchase agreement or other agreement with the aggregate Merger Consideration payable to each stockholder in such case being rounded Company, issued and outstanding immediately prior to the nearest pennxEffective Time (each a “Restricted Company Share”) shall be exchanged pursuant to Section 1.8(a) into Parent Common Stock, subject to repurchase by Parent on the same terms as governed such Restricted Company Shares prior to the Merger (“Restricted Parent Shares”); provided, however, that the repurchase price for each Restricted Parent Share issued with respect to a Restricted Company Share shall equal the repurchase price for the Restricted Company Share divided by the Exchange Ratio. Certificates representing the Restricted Parent Shares shall be held by Parent until such shares are no longer subject to repurchase. Cash dividends on Restricted Parent Shares will be distributed to the holder of such Restricted Parent Shares on whose behalf the Restricted Parent Shares are being held by Parent. Any shares of Parent Common Stock or other equity securities issued or distributed by Parent, including shares issued upon a stock dividend or split, in respect of Restricted Parent Shares (which remain restricted at the time of such distribution) will be subject to the same restrictions and other terms as the Restricted Parent Share with respect to which the distribution is made. Each holder of Restricted Parent Shares will have voting rights with respect to Restricted Parent Shares (and other voting securities) held by Parent on its behalf.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders any stockholder of the Company Common Stockor Merger Sub: (ai) Subject to the other provisions of this Section 3.2, each share any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, then held by the Company and Dissenting Shares or any wholly owned Subsidiary of the Company (as defined or held in Section 3.6the Company’s treasury) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such no consideration shall be delivered in exchange therefor; (ii) any shares of Company Common Stock then held by Parent or Merger Sub shall thereafter represent only be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses “(i)” and “(ii)” above and subject to Sections 1.5(b) and 1.5(c), each share of Company Common Stock then outstanding (other than Appraisal Shares) shall be converted into the right to receive $3.22, without interest (the “Merger Consideration”); and (iv) each share of the common stock, $0.01 par value per share, of Merger Sub then outstanding shall be converted into one share of common stock of the Surviving Corporation. (b) If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock or Parent Common Stock are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Merger Consideration. The holders Consideration shall be appropriately adjusted. (c) If any share of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease is unvested or is subject to have a repurchase option, risk of forfeiture or other condition under any rights applicable restricted stock purchase agreement or other agreement with respect to the Company Common Stock except as otherwise provided herein or by law andunder which the Company has any rights, upon then the surrender of Certificates in accordance with the provisions of Section 3.3, Company shall only have the right take all action that may be necessary to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement ensure that from and after the Effective Time Time, Parent is entitled to exercise any such repurchase option or any similar right as the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxCompany’s assignee.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Subthe Company, Parent, Parent Assignee, Merger Subsidiary, any holder of any shares in the share capital of the Company or the holders of the Company Common Stockany other Person: (a) Subject except as otherwise provided in Section 2.02(b) or Section 2.04, each Company Share issued and outstanding immediately prior to the Effective Time, other provisions of this Section 3.2, each share of than Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (excluding shares ownedthat are owned by Parent, directly Parent Assignee, Merger Subsidiary, or indirectlyany Subsidiary of the Company or Parent, or by the Company and as treasury shares (if applicable) (collectively, “Excluded Shares”) and, subject to Section 2.04, Dissenting Shares (as defined in Section 3.6) Shares, shall be cancelled and converted into the right to receive $22.60 in cash per Company Share, without interest (the Offer Price or such higher price, if any, as is paid “Per Share Merger Consideration”) payable in the Offer (the "Merger Consideration"), payable manner provided in Section 2.03 subject to the terms and conditions set forth in this Agreement, and shall cease to exist and no longer be outstanding, and each holder thereof in cash, shall cease to have any rights with respect thereto other than the right to receive the Per Share Merger Consideration without any interest thereoninterest, upon surrender and exchange of the Share Certificate (as defined in Section 3.3if any) representing such share of Company Common Stockin accordance with Section 2.03. (b) All such shares each Company Share held by the Company as treasury stock or owned by Parent, Parent Assignee or Merger Subsidiary or any Subsidiary of the Company Common Stock, when converted as provided in Section 3.2(a), no longer or Parent immediately prior to the Effective Time shall be outstanding and shall automatically be canceled and retired and shall cease to existcanceled, and no payment shall be made with respect thereto; (c) each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the ordinary share of Merger Consideration. The holders of Certificates previously evidencing Company Common Stock Subsidiary outstanding immediately prior to the Effective Time shall be converted into and become one ordinary share, par value $0.0125 per share, of the Surviving Company with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding capital shares of the Surviving Company; (d) each Excluded Share shall, by virtue of the Merger and without any action on the part of the holders thereof, be cancelled and shall cease to have any rights with respect to exist, and no consideration shall be delivered or deliverable in exchange therefor; and (e) without limiting the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the other provisions of Section 3.3this Agreement, shall only have if, at any time during the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if period between the date of this Agreement hereof and the Effective Time Time, any change in the outstanding capital shares of the Company Common Stock shall have been changed into a different number of shares or a different class occur by reason of any stock dividend, subdivision, reclassification, recapitalization, share split (including reverse share split) or combination, combination exchange or exchange readjustment of shares, or any share dividend or distribution paid in share, the Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be correspondingly appropriately adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, share split (including reverse share split) or combination, combination exchange or exchange readjustment of shares, with the aggregate Merger Consideration payable or any share dividend or distribution paid in share and to each stockholder in such case being rounded provide to the nearest pennxholders of Company Shares and Company Share Options the same economic effect as contemplated by this Agreement prior to such action.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or the holders any stockholder of the Company Common StockCompany: (ai) Subject any Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares held immediately prior to the Effective Time by Parent, Purchaser or any other provisions direct or indirect wholly owned Subsidiary of this Parent shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in the preceding clauses (i) and (ii) and subject to Section 3.22.5(b), each share of Company Common Stock issued and Share outstanding immediately prior to the Effective Time (excluding shares ownedother than any Dissenting Shares, directly or indirectly, by the Company and Dissenting Shares (as defined which shall have only those rights set forth in Section 3.62.7) shall be converted into the right to receive (a) the Offer Price or such higher priceClosing Amount, if anyplus (b) one (1) CVR, as is paid subject to and in accordance with the Offer CVR Agreement (the "“Merger Consideration"”), payable to the holder thereof in cash, each case without any interest thereon, upon surrender thereon and exchange subject to any withholding of Taxes in accordance with Section 2.6(e); and (iv) each share of the Certificate (as defined in Section 3.3) representing such common stock, $0.0001 par value per share, of Purchaser then outstanding shall be converted into one share of Company Common Stock. (b) All such shares common stock of Company Common Stockthe Surviving Corporation. From and after the Effective Time, when converted as provided in subject to this Section 3.2(a2.5(a), all Shares shall no longer shall be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each Certificate previously evidencing applicable holder of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time Shares shall cease to have any rights with respect thereto, except the right to receive the Company Common Stock except as otherwise provided herein or by law and, Merger Consideration therefor upon the surrender of Certificates such shares of Company Common Stock in accordance with the provisions of Section 3.32.6. (b) If, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been Shares are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly adjusted appropriately adjusted; provided, that nothing in this Section 2.5(b) shall be construed to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange permit the Company to take any action that is prohibited by the terms of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxthis Agreement.

Conversion of Shares. At the Effective Time, by virtue of the Merger Consolidation and without any action on the part of Sub, the Company Sturgis or Newbank or the holders holder of the Company Common Stockshares of Sturgis or Newbank common stock: (a) Subject to the other provisions Each share outstanding of this Section 3.2, each share of Company Sturgis Common Stock issued and outstanding immediately prior to at the Effective Time Time, subject to clause (excluding b) of this SECTION 1.4 and SECTION 1.7 hereof and other than shares owned, directly or indirectly, held by the Company and Dissenting Shares Shareholders (as defined in Section 3.6) below), shall cease to be outstanding, shall cease to exist and shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer and represent solely .398 shares of Bancorp Common Stock (the "Merger ConsiderationConversion Number"), payable to the holder thereof in cash, without any interest thereon, upon surrender ) and exchange of the Certificate (as defined in Section 3.3) representing such shall no longer be a share of Company Sturgis Common Stock. (b) All such Any shares of Company Sturgis Common Stock, when converted as provided Sock which are owned or held by any party hereto or any of their respective subsidiary(s) defined in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and SECTION 2.1 hereof (other than in a fiduciary capacity) at the Effective Time shall cease to exist, the certificates for such shares shall as promptly as practicable be cancelled, such shares shall not be converted into or represent any shares of Bancorp Common Stock and each Certificate previously evidencing such Company no shares of Bancorp Common Stock shall thereafter be issued or exchanged therefor. (c) Each share of Newbank common stock which is issued and outstanding immediately before the Effective Time shall be converted into and become one share of the Surviving Corporation immediately after the Effective Time. (d) The holders of certificates representing shares of Sturgis Common Stock shall cease to have any rights as shareholders of Sturgis as of the Effective Time, except such rights, if any, as they may have pursuant to Michigan law. (e) Any issued and outstanding shares of Sturgis Common Stock held by Dissenting Shareholders shall not be converted as described in this SECTION 1.4, but from and after the Effective Time shall represent only the right to receive such value as may be determined to be due to such Dissenting Shareholders pursuant to the Merger ConsiderationMSBA. The holders "Dissenting Shareholders" shall mean any holder of Certificates previously evidencing Company Sturgis Common Stock outstanding immediately who votes against the Consolidation at the Sturgis Shareholders Meeting or who gives notice in writing to Sturgis at or prior to the Sturgis Shareholders Meeting that such holder dissents from the Consolidation where such holder, within thirty (30) days after the Effective Time shall cease Time, and in compliance with the MSBA, delivers a written request to have any rights with respect to Sturgis demanding the Company fair value of the shares of Sturgis Common Stock except as otherwise provided herein or held by law and, upon such holder accompanied by the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any such holder's stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxcertificates.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of the Company Common Stock: (ai) Subject other than shares of Company Common Stock to be cancelled pursuant to Section 2 03(a)(ii) (collectively. the other provisions of this Section 3.2"Excluded Shares"), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have be converted into the right to receive for their (i) 0.8378 (the "Exchange Ratio") fully paid and non-assessable shares of Parent Common Stock (the "Share Consideration") and (ii) $145.00 in cash without interest thereon (the "Cash Consideration" and, together with the Share Consideration, the "Merger Consideration"); (ii) each share of Company Common Stock, Stock held by the Merger Consideration, without Company as treasury stock or owned by Parent or any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and its Subsidiaries immediately prior to the Effective Time (other than any such shares owned by Parent or any of its Subsidiaries in a fiduciary. representative or other capacity on behalf of other Persons, whether or not held in a separate account) shall be cancelled, and no consideration shall be paid with respect thereto; (iii) each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock. par value $0.0 I per share. of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation (the "Surviving Corporation Common Stock"'); and (iv) all outstanding shares of Company Common Stock shall have been changed into no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and (x) each share of Company Common Stock that was immediately prior to the Effective Time represented by a different number certificate (each, a "Certificate") and (y) each uncertificated share of shares or Company Common Stock (an "Uncertificated Share") which immediately prior to the Effective Time was registered to a different class by reason holder on the stock transfer books of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Company shall (other than with respect to Excluded Shares) thereafter represent only the right to receive (A) the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, and (B) with the aggregate Merger Consideration payable to each stockholder in such case being rounded respect to the nearest pennxShare Consideration, the right to receive (I) any dividends or other distributions pursuant to Section 2.04CO and (2) any cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.08, in each case to be issued or paid in accordance with Section 2.04, without interest.

Conversion of Shares. At (a) Each share (each, a “Share” and collectively the “Shares”) of common stock, par value $0.01, of Foundation (the “Foundation Common Stock”) issued and outstanding immediately prior to the Effective TimeTime (other than Shares owned by Alpha or any Subsidiary of Alpha, all of which shall be cancelled without any consideration being exchanged therefor) shall, by virtue of the Merger and without any action on the part of Subthe holder thereof, be converted at the Company or Effective Time into the holders right to receive 1.0840 (the “Exchange Ratio”) fully paid and nonassessable shares of common stock, par value $0.01, of the Company Surviving Corporation (“Surviving Corporation Common Stock:”) (the “Foundation Merger Consideration”), upon the surrender of the certificate or book-entry representing such Shares as provided in Section 2.1. At the Effective Time all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of any such Shares shall cease to have any rights with respect thereto, except the right to receive the Foundation Merger Consideration as provided herein, any dividends or other distributions payable pursuant to Section 2.1(c) and cash in lieu of fractional shares payable pursuant to Section 1.6. (ab) Subject to the other provisions of this Section 3.2, each Each share of Company common stock, par value $0.01, of Alpha (“Alpha Common Stock Stock”) issued and outstanding immediately prior to the Effective Time (excluding shares ownedother than Shares owned by Foundation or any Subsidiary of Foundation, directly or indirectlyall of which shall be cancelled without any consideration being exchanged therefor) shall, by virtue of the Company Merger and Dissenting Shares (as defined in Section 3.6) shall without any action on the part of the holder thereof, be converted at the Effective Time into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer and become one share of Surviving Corporation Common Stock (the "“Alpha Merger Consideration"”), payable to . Without any action on the holder thereof in cash, without any interest thereon, upon surrender and exchange part of the Certificate (as defined in Section 3.3) representing such share holders of Company Common Stock. (b) All such shares of Company Alpha Common Stock, when converted as provided in Section 3.2(a), no longer shall be all outstanding certificates and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company book-entries representing Alpha Common Stock shall thereafter shall, from and after the Effective Time, represent only the right to receive the Merger Consideration. The holders a number of Certificates previously evidencing Company shares of Surviving Corporation Common Stock outstanding equal to the number of shares of Alpha Common Stock represented thereby immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxTime.

Conversion of Shares. At Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stockany party: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock Each Share issued and outstanding immediately prior to the Effective Time (excluding shares ownedother than (i) any Shares which are held in the treasury of the Company or held by Parent or Merger Sub, directly or indirectlyall of which shall cease to be outstanding and be canceled and none of which shall receive any payment with respect thereto and (ii) the Dissenting Shares) and all rights in respect thereof shall, by virtue of the Company Merger and Dissenting Shares (as defined in Section 3.6) without any action on the part of the holder thereof, forthwith cease to exist and shall be converted into and represent the right to receive an amount in cash (the Offer Price or such higher price“Per Share Merger Consideration”), if anywithout interest, as is paid equal to the quotient obtained by dividing (A) Merger Consideration by (B) the number of Shares outstanding at the Effective Time (other than any Shares which are in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange treasury of the Certificate (as defined in Section 3.3) representing such share Company or held by Parent or Merger Sub, all of Company Common Stockwhich shall cease to be outstanding and be canceled and none of which shall receive any payment with respect thereto). (b) All such Each share of common stock, no par value per share, of Merger Sub (“Merger Sub Stock”), issued and outstanding immediately prior to the Effective Time, shall be converted into one fully paid and nonassessable share of common stock, no par value per share, of the Surviving Corporation. As of the Effective Time, the shares of Company Common Stock, when converted as provided in Section 3.2(a), Merger Sub Stock shall no longer shall be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each Certificate previously evidencing the former holders of such Company Common Stock shares shall thereafter represent be entitled only to the right to receive shares of common stock in the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior Surviving Corporation to the Effective Time shall cease to have any rights with respect to the Company Common Stock except be issued in consideration therefore as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Considerationherein, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxinterest.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Sub, the Company Company, or the holders any holder of the Company Common Stock:Shares or any shares of capital stock of Parent or Sub (other than the filing of the Certificate of Merger): (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock Each Share issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by other than any such share held in the treasury of the Company and Dissenting Shares (as defined in Section 3.6or owned by Parent or Sub) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, exist and each Certificate certificate previously evidencing any such Company Common Stock Share (other than any Share to be canceled pursuant to Section 2.07(b) of this Agreement and any Dissenting Shares (as hereinafter defined)) shall thereafter represent only only, the right to receive receive, upon the surrender of such certificate in accordance with the provisions of Section 3.02 of this Agreement, an amount in cash per Share equal to the Offer Price (the “Per Share Merger Consideration”), without interest thereon. The holders of Certificates such certificates previously evidencing Company Common Stock such Shares issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock such Shares except as otherwise provided herein or by law andlaw. (b) Each Share (i) held in the treasury of the Company or any of its Subsidiaries or (ii) owned by Parent or Sub (other than in a representative or fiduciary capacity) shall automatically be canceled and retired and shall cease to exist and no payment shall be made with respect thereto. (c) Each share of common stock, upon the surrender $0.001 par value per share, of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Sub (“Sub Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement ”) issued and outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, $0.001 par value per share, of the Surviving Corporation (“Surviving Corporation Common Stock”) and each such share (together with all other shares converted pursuant to this Section 2.07(c)) shall constitute the only outstanding shares of Company Common Stock shall have been changed into a different number capital stock of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2Agreement, each share of Company AHB Common Stock issued and outstanding immediately prior to the Effective Time (excluding other than Dissenting Shares and shares owned, directly or indirectlyheld in treasury by AHB shall, by virtue of the Company Merger, no longer be outstanding and Dissenting Shares (shall as defined in Section 3.6) shall of the Effective Time automatically be converted into and shall thereafter only represent the right to receive receive, at the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to election of the holder thereof as provided in cashand subject to Section 3.3, without and further subject to Section 3.5, Section 6.16 and Section 7.1(g), any interest thereon, upon surrender and exchange of the Certificate following: (as defined i) Parent Common Stock equal to the Exchange Ratio; or (ii) cash in Section 3.3) representing such share the amount of Company Common Stockthe Price Per Share. (b) All such At and after the Effective Time, each share of AHB Common Stock held in AHB’s treasury shall be cancelled and retired, and no shares of Company Parent Common Stock, when converted as provided in Section 3.2(a), no longer cash or other consideration shall be outstanding issued in exchange therefor. (c) At the Effective Time, the stock transfer books of AHB shall be closed as to holders of AHB Common Stock immediately prior to the Effective Time and no transfer of AHB Common Stock by any such holder shall automatically thereafter be made or recognized. If, after the Effective Time, Certificates are properly presented in accordance with Section 3.4 of this Agreement to the Exchange Agent, such Certificates shall be canceled and retired and shall cease to existexchanged for certificates representing the number of whole shares of Parent Common Stock, and each Certificate previously evidencing such Company if any, and/or a check representing the amount of cash, if any, into which the AHB Common Stock shall thereafter represent only represented thereby was converted in the right to receive the Merger Consideration. The holders Merger, plus any payment for any fractional share of Certificates previously evidencing Company Parent Common Stock without any interest thereon. (d) At and after the Effective Time, each share of Parent Common Stock issued and outstanding immediately prior to the Effective Time shall cease to have any rights with respect to remain issued and outstanding and shall not be affected by the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxMerger.

Conversion of Shares. At (a) Each share (each, a "Share" and collectively the "Shares") of common stock, par value $0.01, of Foundation (the "Foundation Common Stock") issued and outstanding immediately prior to the Effective TimeTime (other than Shares owned by Alpha or any Subsidiary of Alpha, all of which shall be cancelled without any consideration being exchanged therefor) shall, by virtue of the Merger and without any action on the part of Subthe holder thereof, be converted at the Company or Effective Time into the holders right to receive 1.0840 (the "Exchange Ratio") fully paid and nonassessable shares of common stock, par value $0.01, of the Company Surviving Corporation ("Surviving Corporation Common Stock:") (the "Foundation Merger Consideration"), upon the surrender of the certificate or book-entry representing such Shares as provided in Section 2.1. At the Effective Time all such Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of any such Shares shall cease to have any rights with respect thereto, except the right to receive the Foundation Merger Consideration as provided herein, any dividends or other distributions payable pursuant to Section 2.1(c) and cash in lieu of fractional shares payable pursuant to Section 1.6. (ab) Subject to the other provisions of this Section 3.2, each Each share of Company common stock, par value $0.01, of Alpha ("Alpha Common Stock Stock") issued and outstanding immediately prior to the Effective Time (excluding shares ownedother than Shares owned by Foundation or any Subsidiary of Foundation, directly or indirectlyall of which shall be cancelled without any consideration being exchanged therefor) shall, by virtue of the Company Merger and Dissenting Shares (as defined in Section 3.6) shall without any action on the part of the holder thereof, be converted at the Effective Time into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer and become one share of Surviving Corporation Common Stock (the "Alpha Merger Consideration"), payable to . Without any action on the holder thereof in cash, without any interest thereon, upon surrender and exchange part of the Certificate (as defined in Section 3.3) representing such share holders of Company Common Stock. (b) All such shares of Company Alpha Common Stock, when converted as provided in Section 3.2(a), no longer shall be all outstanding certificates and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company book-entries representing Alpha Common Stock shall thereafter shall, from and after the Effective Time, represent only the right to receive the Merger Consideration. The holders a number of Certificates previously evidencing Company shares of Surviving Corporation Common Stock outstanding equal to the number of shares of Alpha Common Stock represented thereby immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxTime.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company American or the holders of the Company Common StockHomeTown or their respective shareholders: (a) Subject to the other provisions of this Section 3.2, each Each share of Company common stock, par value $1.00 per share, of American (“American Common Stock Stock”) that is issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, shall remain issued and outstanding and shall remain unchanged by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common StockMerger. (b) All such shares Each share of Company common stock, par value $5.00 per share, of HomeTown (“HomeTown Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding ”) that is issued and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall be converted into and exchanged for the right to receive 0.4150 shares (the “Exchange Ratio”) of American Common Stock, plus cash in lieu of any fractional shares pursuant to Section 2.4 (collectively, the “Merger Consideration”). All shares of HomeTown Common Stock converted pursuant to this Section 2.1 shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to have exist as of the Effective Time. (c) Each certificate previously representing shares of HomeTown Common Stock (a “HomeTown Common Certificate”) and the non-certificated shares of HomeTown Common Stock (the “HomeTown Book-Entry Shares”) shall cease to represent any rights except the right to receive with respect to the Company each underlying share of HomeTown Common Stock except as otherwise provided herein or by law and, (i) the Merger Consideration upon the surrender of Certificates such HomeTown Common Certificate or HomeTown Book-Entry Shares in accordance with Section 2.2, and (ii) any dividends or distributions which the provisions of Section 3.3, shall only have holder thereof has the right to receive for their Company pursuant to Section 2.6. (d) Each share of HomeTown Common Stock, the Merger Consideration, without Stock held by either party hereto and each share of American Common Stock held by HomeTown or any interest thereon. Notwithstanding the foregoing, if between the date Subsidiary (as defined herein) of this Agreement and HomeTown prior to the Effective Time (in each case other than in a fiduciary or agency capacity or on behalf of third parties as a result of debts previously contracted) shall be cancelled and retired and shall cease to exist at the outstanding Effective Time and no consideration shall be issued in exchange therefor; provided, that such shares of Company American Common Stock shall have been changed into a different number resume the status of authorized and unissued shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxAmerican Common Stock.

Conversion of Shares. (a) At the Effective Time, each share of the common stock of Merger Sub issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one fully paid and non-assessable share of common stock, par value $0.001 per share, of the Surviving Corporation. (b) At the Effective Time: each share of common stock, par value $0.001 per share, of the Company (“Company Common Stock”) issued and outstanding immediately prior to the Effective Time (individually, a “Share” and collectively, the “Shares”) (other than (1) Shares held by the Company, (2) Shares held by Purchaser Group or any other Subsidiary of any member of the Purchaser Group and (3) any Dissenting Shares (defined below)), by virtue of the Merger and without any action on the part of Merger Sub, the Company or any holder thereof, (i) shall be converted into and be exchangeable for the holders right to receive $2.40 in cash, payable to the holder thereof, without interest thereon, upon surrender of the Company Common Stock:certificate formerly representing such Share (the “Merger Consideration”); and (ii) will no longer be outstanding and will automatically be cancelled and retired and will cease to exist, and each holder of a certificate representing such Shares immediately prior to the Effective Time will cease to have any rights with respect thereto, except the right to receive the Merger Consideration with respect to such Shares and except as set forth in Section 2.1(d) below, upon surrender of such certificate in accordance with Section 2.4. (ac) Subject At the Effective Time, each Share held by the Purchaser Group, any other Subsidiary of the Parent, or the Company immediately prior to the other provisions Effective Time shall, by virtue of the Merger and without any action on the part of the Purchaser Group, the Company or any holder thereof, be canceled, retired and cease to exist without payment with respect thereto and without surrender of the certificates formerly representing such Shares. (d) Notwithstanding anything in this Section 3.2Agreement to the contrary, each share shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who has properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (excluding shares owned“Section 262”), directly or indirectlyand who complies in all respects with the provisions thereof (the “Dissenting Shares”), by the Company and Dissenting Shares (as defined in Section 3.6) shall not be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted Consideration as provided in Section 3.2(a)2.1(b) but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Dissenting Shares shall, by virtue of the Merger and without any action on the part of any holder thereof, no longer shall be outstanding and shall automatically be canceled and canceled, retired and shall cease to existexist without payment with respect thereto and without surrender of the certificates formerly representing such Shares, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders holder of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the Company Common Stock except as otherwise provided herein or by law and, upon the surrender fair value of Certificates such shares in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon262. Notwithstanding the foregoing, if between any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the date right to appraisal under Section 262 or a court of this Agreement competent jurisdiction shall determine that such holder is not entitled to the rights provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time the outstanding shares of Company Common Stock into, and shall have been changed into a different number of shares or a different class by reason of any stock dividendbecome, subdivision, reclassification, recapitalization, split, combination or exchange of sharesthe right to receive, the Merger Consideration as provided in Section 2.1(b). The Company shall be correspondingly adjusted give Parent (i) prompt notice of any written demands to reflect assert appraisal rights that are received by the Company with respect to Shares and (ii) the right to participate in all negotiations and proceedings with respect to any such stock dividenddemands. The Company shall not, subdivisionwithout the prior written consent of Parent, reclassification, recapitalization, split, combination voluntarily make any payment with respect to or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in settle any such case being rounded to the nearest pennxdemands.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of SubParent, Purchaser, the Company or the holders of the Company Common StockShares: (ai) Subject to the other provisions of this Section 3.2, each share of Company Common Stock Each Share issued and outstanding immediately prior to the Effective Time (excluding shares ownedother than Shares held, directly or indirectly, by Parent, Purchaser, the Company or any of their majority-owned subsidiaries and any Dissenting Shares (as defined in Section 3.6below)) shall automatically be canceled and extinguished and be converted into the right to receive the Offer Price $6.125, or such higher price, if any, amount per Share as is paid in pursuant to the Offer (the "Merger Consideration"), payable to the holder thereof -------------------- in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (bii) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding Each Share issued and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time which is owned or held, directly or indirectly, by Parent, Purchaser, the Company or any of their majority-owned subsidiaries shall be canceled and extinguished and cease to exist, without any conversion thereof, and no payment shall be made with respect thereto. (iii) Each holder (other than holders referred to in Section 2.8(a)(ii)) of a certificate representing any Shares shall after the Effective Time cease to have any rights with respect to such Shares, except either to receive the Company Merger Consideration upon surrender of such certificate, or to exercise such holder's appraisal rights as provided in Section 2.9 and the DGCL. (iv) Each share of Common Stock except of Purchaser issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and thereafter represent one validly issued, fully paid and nonassessable share of Common Stock of the Surviving Corporation. (v) Each Company Option (as otherwise provided herein or by law and, upon the surrender of Certificates defined in Section 3.2) shall be treated in accordance with Section 5.12. (b) Notwithstanding anything in this Agreement to the contrary, Shares which are outstanding immediately prior to the Effective Time and which are held by a holder who dissents from the Merger in the manner provided under the DGCL and becomes entitled to obtain payment for the fair value of such Shares pursuant to the applicable provisions of the DGCL ("Dissenting Shares") shall ----------------- not be converted into a right to receive the Merger Consideration pursuant to this Section 3.32.8, but the holders of Dissenting Shares shall only have instead be entitled to receive such consideration as shall be determined pursuant to the DGCL; provided, however, that this Section 2.8 shall apply to Shares held by a -------- ------- dissenting shareholder who subsequently withdraws his or her demand for payment in the manner provided under the DGCL, fails to comply fully with the requirements of applicable provisions of the DGCL, or otherwise fails to establish the fair value of such holder's Shares under the DGCL, in which event such Shares shall be deemed to be converted into the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration pursuant to Section 2.8. The Company shall be correspondingly adjusted give Parent and Purchaser prompt notice of any written objection to reflect such stock dividendthe Merger and demand for payment of the fair value of Shares. Prior to the Effective Time, subdivisionthe Company shall not, reclassification, recapitalization, split, combination or exchange of shares, except with the aggregate Merger Consideration payable prior written consent of Purchaser, make any payment with respect to, or settle or offer to each stockholder in settle, any such case being rounded demand for payment of the fair value of Shares. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such holder under the nearest pennxDGCL.

Conversion of Shares. At (a) Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders any holder of any shares of the Company Common StockCapital Stock or any Company Options: (ai) Subject to the other provisions of this Section 3.2, each share of Series A Preferred Stock, no par value, of the Company Common Stock issued and (“Series A Preferred Stock”) outstanding immediately prior to the Effective Time (excluding any shares owned, directly or indirectly, by of Series A Preferred Stock converted into Company Common Stock prior to the Company and Dissenting Shares (as defined in Section 3.6Effective Time) shall be converted into the right to receive the Offer Price or such higher pricereceive, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon$0.5377; (ii) each share of Series B Preferred Stock, upon surrender and exchange no par value, of the Certificate Company (as defined “Series B Preferred Stock”) outstanding immediately prior to the Effective Time (excluding any shares of Series B Preferred Stock converted into Company Common Stock prior to the Effective Time) shall be converted into the right to receive, in Section 3.3cash, $4.3465; (iii) representing such each share of Series C Preferred Stock, no par value, of the Company (“Series C Preferred Stock”) outstanding immediately prior to the Effective Time (excluding any shares of Series C Preferred Stock converted into Company Common Stock.Stock prior to the Effective Time) shall be converted into the right to receive, in cash, the sum of (x) $10.77 plus (y) the Preliminary Residual Per Share Amount (such amount in clause (y) to be reduced by the amount to be withheld pursuant to Section 2.5(c)); (biv) All such any shares of Company Common StockCapital Stock owned by the Company, when converted as provided in Section 3.2(a)Parent, no longer Merger Sub or any direct or indirect wholly owned Subsidiary of the Company, Parent or Merger Sub immediately prior to the Effective Time shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and exist without payment of any consideration with respect thereto; (v) each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders share of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time (other than shares of Company Capital Stock described in clause “(iv)” above) shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have be converted into the right to receive for their Company Common Stockan amount in cash equal to the Preliminary Residual Per Share Amount (calculated pursuant to Section 2.5(b)) (such amount to be reduced by the amount to be withheld pursuant to Section 2.5(c)); and (vi) each share of the common stock, the no par value, of Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and Sub outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of Company Common Stock shall have been changed into a different number capital stock of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company or the holders of the Company Common Stock: (ai) Subject other than shares of Company Common Stock to be cancelled pursuant to Section 2.03(a)(ii) (collectively, the other provisions of this Section 3.2“ Excluded Shares ”), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have be converted into the right to receive for their (i) 0.8378 (the “ Exchange Ratio ”) fully paid and non-assessable shares of Parent Common Stock (the “ Share Consideration ”) and (ii) $145.00 in cash without interest thereon (the “ Cash Consideration ” and, together with the Share Consideration, the “ Merger Consideration ”); (ii) each share of Company Common Stock, Stock held by the Merger Consideration, without Company as treasury stock or owned by Parent or any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and its Subsidiaries immediately prior to the Effective Time (other than any such shares owned by Parent or any of its Subsidiaries in a fiduciary, representative or other capacity on behalf of other Persons, whether or not held in a separate account) shall be cancelled, and no consideration shall be paid with respect thereto; (iii) each share of common stock of Merger Sub outstanding immediately prior to the Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving Corporation with the same rights, powers and privileges as the shares so converted and shall constitute the only outstanding shares of capital stock of the Surviving Corporation (the “ Surviving Corporation Common Stock ”); and (iv) all outstanding shares of Company Common Stock shall have been changed into no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and (x) each share of Company Common Stock that was immediately prior to the Effective Time represented by a different number certificate (each, a “ Certificate ”) and (y) each uncertificated share of shares or Company Common Stock (an “ Uncertificated Share ”) which immediately prior to the Effective Time was registered to a different class by reason holder on the stock transfer books of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Company shall (other than with respect to Excluded Shares) thereafter represent only the right to receive (A) the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, and (B) with the aggregate Merger Consideration payable to each stockholder in such case being rounded respect to the nearest pennx.Share Consideration, the right to receive (1) any dividends or other distributions pursuant to Section 2.04(f) and

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or the holders any stockholder of the Company Common StockCompany: (ai) Subject any Shares then held by the Company (or held in the Company’s treasury) shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares then held by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) any Shares irrevocably accepted for purchase in the other provisions of this Offer shall no longer be outstanding and shall be canceled and shall cease to exist, and no additional consideration shall be delivered in exchange therefor; (iv) except as provided in clauses “(i)”, “(ii)” and “(iii)” above and subject to Section 3.22.5(b), each share of Company Common Stock issued and Share outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and other than any Dissenting Shares (as defined in Section 3.6Shares) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "“Merger Consideration"”), payable without interest, subject to the any applicable withholding of Taxes, and each holder thereof in cash, without any interest thereon, upon surrender and exchange of the a Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and or a Book-Entry Share shall cease to existhave any rights with respect thereto, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only except the right to receive the Merger Consideration. The holders Consideration upon surrender of Certificates previously evidencing Company Common Stock such Certificate or Book-Entry Share in accordance with Section 2.6; and (v) each share of the common stock, $0.01 par value per share, of Purchaser outstanding immediately prior to the Effective Time shall cease to have any rights with respect to be converted into one share of common stock, $0.01 par value per share, of the Company Common Stock except as otherwise provided herein or by law andSurviving Corporation. (b) If, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been Shares are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxappropriately adjusted.

Conversion of Shares. At Upon the terms and subject to the conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stockany Party: (a) Subject to the other provisions of this Section 3.2, each share of common stock, $0.001 par value, of the Company Common Stock (collectively, the “Shares”) issued and outstanding immediately prior to the Effective Time (excluding shares ownedother than Cancelled Shares and any Dissenting Shares) shall be cancelled and extinguished, directly or indirectly, by the Company shall cease to exist and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive receive, without interest, the Offer number of shares of Live Oak Class A Common Stock equal to the quotient obtained by dividing (a) (i) the Closing Payment divided by (ii) the sum of (x) the total number of Shares (other than Cancelled Shares) issued and outstanding immediately prior to the Effective Time plus (y) the total number of Cash Free Exercise Option and Warrant Shares issuable in respect of all Company Options and Company Warrants that remain outstanding as of immediately prior to the Closing, by (b) the Live Oak Share Price or such higher price, if any, as is paid in the Offer (the "“Closing Per Share Merger Consideration"”), together with any amounts that may become payable to in respect of such Shares from the holder thereof Adjustment Holdback Amount, the Shareholder Representative Amount, and the Earn-Out Shares, when and as provided in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock.this Agreement; (b) All such shares each Share issued and outstanding immediately prior to the Effective Time that is held in the treasury of the Company Common Stockor owned by the Company, when converted as provided in Section 3.2(a)Live Oak, no longer shall be outstanding and or Merger Sub shall automatically be canceled cancelled and retired and shall cease to exist, and no payment, distribution or other consideration shall be delivered or deliverable in exchange for such Share (the Shares described in this Section 2.5(b), “Cancelled Shares”); and (c) each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the share of common stock, $0.0001 par value, of Merger Consideration. The holders of Certificates previously evidencing Company Common Stock Sub issued and outstanding immediately prior to the Effective Time shall cease to have be converted, without receiving any rights payment with respect to thereto, into and become one (1) validly issued, fully paid and non-assessable share of common stock, $0.001 par value, of the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stockany party: (a) Subject to the other provisions of this Section 3.2, each share of Company Each Common Stock Share issued and outstanding immediately prior to the Effective Time (excluding shares ownedother than any Common Shares which are held by any wholly owned Subsidiary of the Company or in the treasury of the Company or held by Parent or Merger Sub, directly or indirectlyall of which shall cease to be outstanding and be canceled and none of which shall receive any payment with respect thereto) and all rights in respect thereof shall, by virtue of the Merger and without any action on the part of the holder thereof, forthwith cease to exist and be converted into and represent the right to receive an amount in cash, without interest, equal to the sum of (i) Common Per Share Amount, plus (ii) a portion of the Escrow Amount upon the terms set forth herein; (b) Each Preferred Share issued and outstanding immediately prior to the Effective Time (other than any Preferred Shares which are held by any wholly owned Subsidiary of the Company or in the treasury of the Company or held by Parent or Merger Sub, all of which shall cease to be outstanding and Dissenting Shares be canceled and none of which shall receive any payment with respect thereto) and all rights in respect thereof shall, by virtue of the Merger and without any action on the part of the holder thereof, forthwith cease to exist and be converted into and represent the right to receive an amount in cash, without interest, equal to $0.41221 plus accrued but unpaid dividends as of the Effective Time (as defined in Section 3.6the “Preferred Per Share Amount”); and (c) Each share of common stock, par value $0.01 per share, of Merger Sub (“Merger Sub Common Stock”), issued and outstanding immediately prior to the Effective Time, shall be converted into the right to receive the Offer Price or such higher priceone fully paid and nonassesable share of common stock, if anypar value $.01 per share, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share Surviving Corporation. As of Company Common Stock. (b) All such the Effective Time, the shares of Company Merger Sub Common Stock, when converted as provided in Section 3.2(a), Stock shall no longer shall be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holder or holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time such shares shall cease to have any rights with respect to the Company Common Stock thereto, except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, shares of common stock in the Merger ConsiderationSurviving Corporation to be issued in consideration therefor as provided herein, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxinterest.

Conversion of Shares. At the Effective Time, pursuant to this Agreement and by virtue of the Merger and without any action on the part of MergerSub, the Company or the holders of any of the following securities: (a) Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time other than: (i) Dissenting Shares; and (ii) any shares of Company Common Stock to be canceled pursuant to Section 3.2(c), shall be canceled and shall be converted automatically into the right to receive the same amount of cash, without interest, and the same fraction of a share of II-VI Common Stock paid in the Offer (the "MERGER CONSIDERATION"), upon surrender of the certificate formerly representing such share of common stock in the manner provided in Section 3.3. (b) All of the shares of Company Common Stock converted into II-VI Common Stock and cash pursuant to this Section 3.2 shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each certificate (each a "CERTIFICATE") previously representing any such shares of Company Common Stock shall thereafter represent the right to receive the Merger Consideration. Certificates previously representing shares of Company Common Stock shall be exchanged for the Merger Consideration upon the surrender of such Certificates in accordance with Section 3.3 hereof, without any interest thereon. If prior to the Effective Time the Company should split or combine its common stock, or pay a dividend or other distribution in such common stock, then the Merger Consideration shall be appropriately adjusted to reflect such split, combination, dividend or distribution. (c) At the Effective Time, all shares of Company Common Stock that are owned by the Company as treasury stock shall be canceled and shall cease to exist and no Merger Consideration shall be delivered in exchange therefor (d) Each share of common stock of MergerSub issued and outstanding on the Effective Date of the Merger shall, by virtue of the Merger and without any action on the part of Subthe holder thereof, the Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer and exchanged for one (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.31) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennx.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or the holders any stockholder of the Company Common StockCompany: (ai) Subject any Shares held immediately prior to the Effective Time by the Company (or held in the Company’s treasury), shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares held immediately prior to the Effective Time by Parent, Purchaser or any other provisions direct or indirect wholly owned Subsidiary of this Parent shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses (i) and (ii) above and subject to Section 3.22.5(b), each share of Company Common Stock issued and Share outstanding immediately prior to the Effective Time (excluding shares ownedother than any Excluded Shares or any Dissenting Shares, directly or indirectly, by the Company and which Dissenting Shares (as defined shall have only those rights set forth in Section 3.62.7) shall be converted into the right to receive the Offer Price or such higher pricePrice, if any, as is paid in the Offer (the "Merger Consideration"), payable net to the holder thereof of such Share in cash, without interest (the “Merger Consideration”), subject to any interest thereon, upon surrender and exchange withholding of Taxes in accordance with Section 2.6(e); and (iv) each share of the Certificate (as defined in Section 3.3) representing such common stock, $0.01 par value per share, of Purchaser then outstanding shall be converted into one share of Company Common Stockcommon stock of the Surviving Corporation. (bv) All such shares of Company Common StockFrom and after the Effective Time, when converted as provided in Section 3.2(a), all Shares shall no longer shall be outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each Certificate previously evidencing applicable holder of such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time Shares shall cease to have any rights with respect thereto, except the right to receive the Company Common Stock except as otherwise provided herein or by law and, Merger Consideration therefor upon the surrender of Certificates such shares of common stock of the Company in accordance with the provisions of Section 3.32.6. (b) If, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been Shares are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxappropriately adjusted.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or the holders any stockholder of the Company Common StockCompany: (ai) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding any Shares held immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company (or held in the Company’s treasury) shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares held immediately prior to the Effective Time by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent shall be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses “(i)” and “(ii)” above and subject to Section 2.5(b), each Share then outstanding (other than any Dissenting Shares (as defined in Section 3.6) Shares), together with the associated Stock Purchase Rights, if any, issued pursuant to the Company Rights Plan, shall be converted into the right to receive the Offer Price or such higher pricePrice, if any, as is paid in the Offer (the "Merger Consideration"), payable net to the holder thereof seller in cash, without interest (the “Merger Consideration”), subject to any interest thereon, upon surrender and exchange withholding of Taxes in accordance with Section 2.6(e); and (iv) each share of the Certificate (as defined in Section 3.3) representing such common stock, $0.01 par value per share, of Purchaser then outstanding shall be converted into one share of Company Common Stockcommon stock of the Surviving Corporation. (b) All such shares of Company Common StockIf, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been Shares are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxappropriately adjusted.

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Subthe Company, the Company Parent, Merger Sub or the holders holder of any shares of capital stock of Merger Sub or the Company Common StockCompany: (a) Subject Each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the other provisions of this Section 3.2, each Effective Time shall be converted into one fully paid and nonassessable share of the common stock, par value $0.01 per share, of the Surviving Corporation. (b) Each share of common stock, par value $0.01 per share, of the Company (the “Common Stock”) issued and outstanding immediately prior to the Effective Time that are owned by Parent or the Company or any wholly owned subsidiary of Parent or the Company (other than shares of Common Stock held in trust accounts, managed accounts and the like, or otherwise held in a fiduciary or agency capacity, that are beneficially owned by third parties), if any, shall be cancelled automatically and shall cease to exist and no consideration shall be delivered in exchange therefor. (c) Each share of Common Stock issued and outstanding immediately prior to the Effective Time (excluding other than shares owned, directly or indirectly, by the Company cancelled pursuant to Sections 3.1(b) and Dissenting Shares (as defined in Section 3.6Shares) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof $14.00 in cash, without any interest thereon, upon surrender and exchange of (the Certificate (as defined in Section 3.3) representing such share of Company Common Stock“Merger Consideration”). (bd) All such of the shares of Company Common Stock, when Stock converted as provided in into the right to receive the Merger Consideration pursuant to Section 3.2(a), 3.1(c) shall no longer shall be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Effective Time, and each Certificate certificate previously evidencing representing any such Company shares of Common Stock (each, a “Certificate”) or book-entry shares (“Book-Entry Shares”) shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company such Common Stock except as otherwise provided herein or by law andother than the right to receive, upon the surrender of such Certificates or Book-Entry Shares, the Merger Consideration into which the shares of Common Stock formerly represented by such Certificate or Book-Entry Shares have been converted pursuant to this Section 3.1, as well as any dividends to which holders of Common Stock may become entitled in accordance with the provisions of Section 3.33.3(c). (e) If, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding number of shares of Company Common Stock shall have been increased, decreased, changed into or exchanged for a different number or kind of shares or securities as a different class by reason result of any a reorganization, combination, subdivision, recapitalization, reclassification, stock dividend, subdivision, reclassification, recapitalization, stock split, combination reverse stock split or exchange of sharesother similar change in capitalization, appropriate and equitable adjustments shall be made to the Merger Consideration shall be correspondingly adjusted and any other similar dependent items, as the case may be, to reflect provide the holders of Common Stock the same economic effect as contemplated by this Agreement prior to such stock dividend, subdivision, reclassification, recapitalization, split, combination event or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxtransaction.

Conversion of Shares. At (a) Subject to Section 1.8, at the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, the Company Merger Sub or the holders of the Company Common Stock: Company: (ai) Subject subject to the other provisions of this Section 3.21.5(b) (and unless adjusted as provided in Section 9.1(h)) and except for shares described in subparagraph (iii) or (iv) below, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price1.366667 shares of Parent Common Stock; (ii) each share of Common Stock, if any$.01 par value per share, as is paid in the Offer (the "of Merger Consideration"), payable Sub outstanding immediately prior to the holder thereof in cash, without any interest thereon, upon surrender and exchange Effective Time shall be converted into one share of Common Stock of the Certificate Surviving Corporation; (iii) any shares of Company Common Stock then held by the Company or any other Acquired Corporation (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a2.1(a)), no longer or held in the Company's treasury, shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such no consideration shall be delivered in exchange therefor; and (iv) any shares of Company Common Stock then held by Parent, Merger Sub or any other subsidiary of Parent shall thereafter represent only be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (b) The term "Exchange Ratio" shall mean the right to receive the Merger Consideration. The holders number of Certificates previously evidencing shares of Parent Common Stock into which each share of Company Common Stock outstanding immediately prior is to be converted in the Effective Time shall cease Merger pursuant to have any rights with respect to the Company Common Stock except Section 1.5(a)(i), as otherwise provided herein or by law and, upon the surrender of Certificates such fraction may be adjusted in accordance with the provisions of this Section 3.31.5(b). If, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been or Parent Common Stock then outstanding are changed into a different number or class of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalizationreorganization, stock split, combination reverse stock split or exchange of sharesother similar transaction, then the Merger Consideration Exchange Ratio shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxappropriately adjusted.

Conversion of Shares. (a) At the Effective Time, Time and by virtue of the Merger and without any action on the part of Sub, the Company or the holders thereof or any other Person: (i) each share of common stock of the Company, $0.10 par value per share ("Company Common Stock"), and Series M Convertible Non-Voting Preferred Stock of the Company Common ("Series M Preferred Stock:") held by the Company as treasury stock or owned by Parent or any subsidiary of Parent immediately prior to the Effective Time (collectively, the "Non-Converted Shares") shall be canceled, and no payment shall be made with respect thereto; (aii) Subject subject to the other provisions of this Section 3.21.02(b) and Section 1.03, each share of Company Common Stock, and the associated preferred stock purchase right (the "Rights"), and each share of Series M Preferred Stock issued and (collectively, the "Shares") outstanding immediately prior to the Effective Time shall, except as otherwise provided in clause (excluding shares ownedi) of this subsection, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price$42.00 in cash, if any, as is paid in the Offer without interest (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange . As of the Certificate (as defined in Section 3.3) representing Effective Time, all such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), Shares shall no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing holder of a certificate representing any such Company Common Stock Shares shall thereafter represent only cease to have any rights with respect thereto, except the right to receive the Merger Consideration. The holders Consideration upon surrender of Certificates previously evidencing Company Common Stock such certificate in accordance with Section 1.03 hereof; and (iii) each share of common stock of Merger Sub, $0.01 par value per share, outstanding immediately prior to the Effective Time shall cease to have be converted into one share of common stock of the Surviving Corporation, $0.01 par value per share. (b) Notwithstanding any rights with respect provision of this Agreement to the Company Common Stock except as contrary and to the extent available under Delaware Law, any Shares outstanding immediately prior to the Effective Time that are held by a stockholder (a "Dissenting Stockholder") who has neither voted in favor of the adoption of this Agreement nor consented thereto in writing and who has demanded properly in writing appraisal for such Shares and otherwise provided herein properly perfected and not withdrawn or by law lost his, her or its rights (the "Dissenting Shares" and, upon together with the surrender Non-Converted Shares, the "Excluded Shares") in accordance with Section 262 of Certificates Delaware Law will not be converted into, or represent the right to receive, the Merger Consideration. Such Dissenting Stockholders will be entitled to receive payment of the appraised value of the Dissenting Shares held by them in accordance with the provisions of such Section 3.3262, shall only except that all Dissenting Shares held by stockholders who have failed to perfect or who effectively have withdrawn or lost their rights to appraisal of such Dissenting Shares pursuant to Section 262 of Delaware Law will thereupon be deemed to have been converted into, and represent the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharesreceive, the Merger Consideration shall in the manner provided in Section 1.02(a)(ii) hereof and will no longer be correspondingly adjusted Dissenting Shares. The Company will give Parent prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to reflect such stock dividendapplicable law received by the Company relating to stockholders' rights of appraisal. The Company will give Parent the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal. The Company will not, subdivision, reclassification, recapitalization, split, combination or exchange of shares, except with the aggregate Merger Consideration payable prior written consent of Parent, make any payment with respect to each stockholder in any demands for appraisals of Dissenting Shares, offer to settle or settle any such case being rounded to the nearest pennxdemands or approve any withdrawal or other treatment of any such demands.

Conversion of Shares. (a) At the Effective Time: (i) each share of Common Stock, par value $0.001 per share ("West Pac Common Stock"), of West Pac outstanding immediately prior to ----------------------- the Effective Time, by virtue of the Merger and without any action on the part of Subthe holder thereof, shall remain outstanding and shall represent one share of West Pac Common Stock, as the Company or the holders Surviving Corporation of the Company Common Stock:Merger; (aii) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and any class or series of preferred stock of West Pac outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectlyTime, by virtue of the Company Merger and Dissenting Shares (as defined in Section 3.6) shall be converted into without any action on the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to part of the holder thereof in cashthereof, without any interest thereon, upon surrender shall remain outstanding and exchange shall represent one share of such class or series of preferred stock of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock.Surviving Corporation; and (b) All such As a result of the Merger and without any action on the part of the holder thereof, at the Effective Time, all shares of Company Frontier Common Stock, when converted as provided in Section 3.2(a), no longer Stock shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company holder of shares of Frontier Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Frontier Common Stock, except for the Company Common Stock right to receive (except as otherwise provided herein or by law andin Section 1.8 hereof), without interest, the West Pac Common Stock and cash for fractional shares of West Pac Common Stock in accordance with Section 1.6 of this Agreement upon the surrender of Certificates a certificate (each, a "Certificate") representing such shares of ----------- Frontier Common Stock in accordance with the provisions of this Article I. (c) At the Effective Time, each share of (i) Frontier Common Stock held by Frontier as treasury stock or owned by West Pac or any Subsidiary (as defined in Section 3.31.4(d) of this Agreement) of West Pac immediately prior to the Effective Time; and (ii) Preferred Stock, no par value per share ("Frontier -------- Preferred Stock"), of Frontier, none of which has been issued, shall be --------------- canceled, and no payment shall be made with respect thereto. (d) For purposes of this Agreement, (i) the word "Subsidiary" when used ---------- with respect to any Person means any corporation or other organization, whether incorporated or unincorporated, of which (A) at least fifty percent (50%) of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries; or (B) such Person or any other Subsidiary of such Person is a general partner, it being understood that representations and warranties of a Person concerning any former Subsidiary of such Person shall be deemed to relate only have to the right to receive for their Company Common Stockperiods during which such former Subsidiary was a Subsidiary of such Person; and (ii) the word "Person" means an individual, a corporation, a limited ------ liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof, or any affiliate (as that term is defined in the Merger ConsiderationSecurities Exchange Act of 1934, without as amended, and the rules and regulations promulgated thereunder (the "Exchange Act")) of any interest thereon. Notwithstanding of the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennx.. ------------

Conversion of Shares. At (a) Each share of common stock, $.001 par value per share (the "Company Common Stock"), of the Company issued and outstanding immediately prior to the Effective TimeTime (other than any Shares to be canceled pursuant to Section 2.1(c) hereof) shall, by virtue of the Merger and without any action on the part of Subthe holder thereof, be converted into the Company or right to receive .385 (the holders "Exchange Ratio") of a fully paid and nonassessable share (the Company "Merger Consideration") of common stock, par value $.001 per share, of Parent (the "Parent Common Stock:"). (ab) Subject to the other provisions of this Section 3.2, each Each share of Company Common Stock common stock, par value $.001 per share, of Sub issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectlyshall, by virtue of the Merger and without any action on the part of Parent, be converted into one fully paid and nonassessable share of common stock, $.001 par value per share, of the Surviving Corporation. (c) Any shares of Company and Dissenting Shares Common Stock that are owned by Parent, Sub or any other wholly owned Subsidiary (as defined in Section 3.63.1) of Parent shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, exist and each Certificate previously evidencing such Company no Parent Common Stock or other consideration shall thereafter represent only be delivered in exchange therefor. (d) On and after the right to receive the Merger Consideration. The Effective Time, holders of Certificates previously evidencing Company Common Stock outstanding certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, shall cease to have any rights with respect as stockholders of the Company, except the right to receive, subject to Section 2.5 hereof, the Merger Consideration (and cash in lieu of any fractional share as contemplated by Section 2.3) for each share of Company Common Stock except as otherwise provided herein held by them. Any restrictions (including, but not limited to, forfeiture or by law and, upon repurchase rights in favor of the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding Company) on shares of Company Common Stock in effect immediately prior to the Effective Time (the "Company Restricted Stock"), shall have been changed into a different number of shares or a different class by reason of any stock dividendcontinue in full force from and after the Effective Time; provided, subdivisionhowever, reclassificationthat, recapitalizationfrom and after the Effective Time, split, combination or exchange of shares, all references to the Merger Consideration Company shall be correspondingly adjusted deemed to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable refer to each stockholder in such case being rounded to the nearest pennxParent.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or the holders any stockholder of the Company Common StockCompany: (ai) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, any Shares then held by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid held in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3Company’s treasury) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares then held by Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in clauses “(i)” and “(ii)” above and subject to Section 2.5(b), each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock Share outstanding immediately prior to the Effective Time shall be cancelled and (other than any Dissenting Shares, as defined below, which shall have only those rights set forth in Section 2.7) shall be converted into the right to receive the Offer Price (the “Merger Consideration”), in each case, without any interest thereon and subject to any withholding of Taxes required by applicable Legal Requirements in accordance with Section 2.6(e); and (iv) each share of the common stock, $0.0001 par value per share, of Purchaser then outstanding shall be converted into one share of common stock of the Surviving Corporation. From and after the Effective Time, subject to Section 2.5(a)(iii), all Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each applicable holder of such Shares shall cease to have any rights with respect thereto, except the right to receive the Company Common Stock except as otherwise provided herein or by law and, Merger Consideration therefor upon the surrender of Certificates such Shares in accordance with the provisions of Section 3.32.6. (b) If, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been Shares are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly adjusted appropriately adjusted; provided, that nothing in this Section 2.5(b) shall be construed to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange permit the Company to take any action that is prohibited by the terms of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxthis Agreement.

Conversion of Shares. At (i) Subject to the provisions of subparagraphs (ii), (iii), and (iv) of this Section 1.02(g) and Section 1.02(h), each share of Penseco Common Stock issued and outstanding immediately prior to the Effective Time shall, on the Effective Time, by virtue reason of the Merger and without any action on the part of Subthe holder thereof, be converted into and become a right to receive 1.3636 shares of fully paid and nonassessable shares of Peoples Common Stock (the “Exchange Ratio”). The shares of Peoples Common Stock payable pursuant to this Section 1.02(g)(i) are sometimes referred to herein as the “Stock Consideration” and together with the Additional Consideration (as defined below) are sometimes referred to as the “Merger Consideration.” (ii) Each share of Penseco Common Stock which is either issued and held in treasury of Penseco or by any Penseco Subsidiary or issued and held by Peoples or its Subsidiaries (other than shares of Penseco Common Stock held in trust accounts, managed accounts and the like or otherwise held in fiduciary or agency capacity, that are beneficially owned by third parties (such shares. “Trust Account Common Shares”) and other than shares of Penseco Common Stock held, directly or indirectly, by Penseco or Peoples in respect of a debt preciously contracted (such shares, the Company or the holders “DPC Common Shares”)) as of the Company Common Stock:Effective Time, if any, shall be cancelled and shall cease to exist and no stock of Peoples or other consideration shall be delivered in exchange therefore. (aiii) Subject to the other provisions No fraction of this Section 3.2, each a whole share of Company Peoples Common Stock and no scrip or certificates therefor shall be issued in connection with the Merger. Any former holder of Penseco Common Stock who would otherwise be entitled to receive a fraction of a share of Peoples Common Stock shall receive, in lieu thereof, cash in an amount equal to such fraction of a share multiplied by the Peoples Market Share Price as of the Effective Time. For purposes of determining any fractional share interest, all shares of Penseco Common Stock owned by a Penseco Shareholder shall be combined so as to calculate the maximum number of whole shares of Peoples Common Stock issuable to such Penseco Shareholders. (iv) Each share of Peoples Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, shall remain issued and outstanding and shall not be affected by the Company Merger. (v) Each outstanding share of Peoples or Penseco Common Stock the holder of which has perfected his right to dissent under the BCL, if applicable, and has not effectively withdrawn or lost such right as of the Effective Time shall not be converted into or represent a right to receive, or shall remain, shares of Peoples Common Stock hereunder, respectively, and the holder thereof shall be entitled only to such rights as are granted by the BCL. Each share of Peoples Common Stock issued and held in the treasury of Peoples immediately prior to the Effective Time shall on and after the Effective Time, continue to be issued and held in the treasury of Peoples. The parties shall give each other prompt notice upon receipt of any such written demands for payment of the fair value of such shares of Peoples or Penseco Common Stock, respectively (“Dissenting Shares Shares”) and of withdrawals of such demands and any other instruments provided pursuant to the BCL (as defined in Section 3.6any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). If any Dissenting Shareholder shall effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment at any time, such holder’s shares of Penseco Common Stock shall be converted into the right to receive the Offer Price Peoples Common Stock in accordance with Section 1.02(g)(i) of this Agreement or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such holder’s shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Peoples Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders remain shares of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Peoples Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date Any payments made in respect of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration Dissenting Shares shall be correspondingly adjusted to reflect such stock dividendmade by Peoples, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with as the aggregate Merger Consideration payable to each stockholder in such case being rounded to continuing corporation after the nearest pennxMerger.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of SubParent, Purchaser, the Company or the holders any stockholder of the Company Common StockCompany: (ai) Subject any Shares then held by the Company (including in the Company’s treasury), Parent, Purchaser or any other direct or indirect wholly owned Subsidiary of Parent or the Company shall be canceled and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares irrevocably accepted for purchase in the other provisions of this Offer shall no longer be outstanding and shall be canceled and shall cease to exist, and no additional consideration shall be delivered in exchange therefor; (iii) except as provided in Section 3.22.5(a)(i) and Section 2.5(a)(ii) and subject to Section 2.5(b), each share of Company Common Stock issued and Share outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and other than any Dissenting Shares (as defined in Section 3.6Shares) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "“Merger Consideration"”), payable without interest, subject to the any withholding of applicable Taxes, and each holder thereof in cash, without any interest thereon, upon surrender and exchange of the each such Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and or Book-Entry Share shall cease to existhave any rights with respect thereto, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only except the right to receive the Merger Consideration. The holders Consideration upon surrender of Certificates previously evidencing Company Common Stock such Certificate or Book-Entry Share in accordance with Section 2.6 and as set forth in the CVR Agreement; and (iv) each share of the common stock, $0.01 par value per share, of Purchaser outstanding immediately prior to the Effective Time shall cease to have any rights with respect to be converted into one share of common stock, $0.01 par value per share, of the Company Common Stock except as otherwise provided herein or by law andSurviving Corporation. (b) If, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been Shares are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly adjusted appropriately adjusted. Nothing in this Section 2.5(b) shall permit the Company to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange take any action with respect to its securities that is otherwise prohibited by the terms of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxthis Agreement.

Conversion of Shares. (a) At the Effective Time, each share of the Company's common stock, ascribed value $1.50 per share (the "Common Stock"), issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be cancelled pursuant to Section 3.1(c) and Dissenting Shares) shall, by virtue of the Merger and without any action on the part of Parent, Sub, the Company or the holder thereof, be converted into the right to receive from Parent $24.75 in cash (the "Merger Consideration") without any interest thereon. (b) Each share of common stock, no par value per share, of Sub 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 Parent or Sub, the Company or the holders be converted into one fully paid and nonassessable share of the Company Common Stock:common stock, no par value per share, of the Surviving Corporation. (ac) Subject All shares of Common Stock that are owned by Parent, Sub or any other direct or indirect wholly-owned Subsidiary of Parent shall, at the Effective Time, be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor. (d) At the other provisions of this Section 3.2Effective Time, each share of Common Stock converted into the right to receive the Merger Consideration without any interest thereon pursuant to Section 3.1(a) shall be automatically cancelled and retired and shall cease to exist, and the holders immediately prior to the Effective Time of such shares of outstanding Common Stock not represented by certificates ("Book-Entry Shares") and the holders of certificates that, immediately prior to the Effective Time, represented shares of outstanding Common Stock (the "Certificates") shall cease to have any rights with respect to such shares of Common Stock other than the right to receive, upon surrender of such Book-Entry Shares or Certificates in accordance with Section 3.2, the Merger Consideration, without any interest thereon, for each such share of Common Stock held by them. (e) Without in any way limiting the covenants in Section 6.1, if at any time between the date of this Agreement and the Effective Time any change in the number of outstanding shares of Common Stock shall occur as a result of a reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution with a record date during such period, the amount of the Merger Consideration as provided in Section 3.1(a) shall be equitably adjusted to reflect such change. In addition, the Merger Consideration shall be reduced by an amount equal to the quotient obtained by dividing (i) the aggregate amount of all dividends (if any) paid by the Company pursuant to Section 6.1(c)(ii) and Section 6.12(b)(v) hereof by (ii) the total number of shares of Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares ownedTime. For the avoidance of doubt, directly or indirectly, by the Company and Dissenting Shares (as defined in dividends permitted under Section 3.66.1(c)(i) shall be converted into not result in any reduction of the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (bf) All such shares of Company Common Stock, when converted as provided Notwithstanding anything to the contrary in this Agreement (but without in any way limiting the covenants in Section 3.2(a6.1), no longer the consummation of the Merger shall be outstanding not affect the Surviving Corporation's obligation to pay all dividends and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company other distributions on the Common Stock that are authorized with a record date prior to and remain unpaid at the Effective Time. For the avoidance of doubt, notwithstanding the occurrence of the Effective Time, neither the Merger nor anything in this Agreement shall thereafter represent only affect the right of any Person to receive dividends or other distributions on the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately authorized with a record date prior to and remaining unpaid at the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxTime.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders any stockholder of the Company Common StockCompany: (ai) Subject to the other provisions of this Section 3.2, each share any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares ownedeach, directly a “Share”) then owned or indirectly, held by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into or any direct or indirect wholly owned Subsidiary of the right to receive the Offer Price Company or such higher price, if any, as is paid held in the Offer Company’s treasury (the "Merger Consideration")other than, payable to the holder thereof in casheach case, without any interest thereon, upon surrender Shares that are held in a fiduciary or agency capacity and exchange of the Certificate (as defined in Section 3.3are beneficially owned by third parties) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted as provided in Section 3.2(a), no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) any Shares then owned or held by Parent, Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent shall automatically be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor; (iii) except as provided in Section 1.6(a)(i) and Section 1.6(a)(ii) and subject to Section 1.6(b), each Certificate previously evidencing such Company Common Stock Share then issued and outstanding immediately prior to the Effective Time (other than any Dissenting Shares) shall thereafter represent only be canceled and cease to exist and be converted into the right to receive $12.50 in cash, without interest (the “Merger Consideration. The holders ”), subject to any withholding of Certificates previously evidencing Company Common Stock Taxes required by applicable Legal Requirements and in accordance with Section 1.7(g); and (iv) each share of the common stock, par value of $0.01 per share, of Merger Sub then outstanding immediately prior to the Effective Time shall cease to have any rights with respect to be converted into one validly issued, fully paid, and non-assessable share of common stock of the Company Common Stock except as otherwise provided herein or by law andSurviving Corporation. (b) If, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time Time, the outstanding shares of Company Common Stock shall have been Shares are changed into a different number or class of shares or a different class by reason of any stock split, division or subdivision of shares, stock dividend, subdivisionreverse stock split, consolidation of shares, reclassification, recapitalizationrecapitalization or other similar transaction, split, combination or exchange of shares, then the Merger Consideration shall be correspondingly appropriately and equitably adjusted to reflect such stock dividendprovide the holders of Shares and holders of Company Options, subdivision, reclassification, recapitalization, split, combination or exchange of shares, RSUs and PSUs with the aggregate Merger Consideration payable same economic effect as contemplated by this Agreement prior to each stockholder in such case being rounded to the nearest pennxevent.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of Buyer, Merger Sub, the Company or the holders of the Company Common Stockfollowing securities: (ai) Subject each share of common stock of Merger Sub, par value $0.001 per share (the “Merger Sub Common Stock”), issued and outstanding immediately prior to the other provisions Effective Time shall be converted into one (1) validly issued, fully paid and nonassessable share of this Section 3.2common stock of the Surviving Corporation, par value $0.001 per share, which newly issued shares shall thereafter constitute all of the issued and outstanding capital stock of the Surviving Corporation; (ii) subject to Sections 2.4(c) and 2.4(d), each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding other than Dissenting Shares and shares owned, directly or indirectly, of Company Common Stock held by the Company or any Subsidiary of the Company and Dissenting Shares (as defined otherwise provided in Section 3.62.4.(d) hereof) shall be converted into and represent the right to receive an amount in cash equal to the Offer Price or such higher price, if any, as is price per share paid in the Offer (the "Merger Consideration"), payable to the holder thereof in cashOffer, without any interest thereonthereon (the “Merger Consideration”), upon the surrender and exchange of the Certificate a certificate (as defined in Section 3.3a “Certificate”) representing such share of Company Common Stock. (b) All such shares of Company Common Stock, when converted Stock as provided in Section 3.2(a)2.6 of this Agreement; and (b) Immediately following the Effective Time, no longer all shares of Company Common Stock shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such holder of shares of Company Common Stock shall thereafter cease to have any rights with respect to such shares of Company Common Stock, except for the right to receive, without interest thereon, the Merger Consideration upon the surrender of a certificate representing such shares of Company Common Stock in accordance with the provisions of this Article II. (c) Shares of Company Common Stock that have not been voted for adoption of this Agreement and with respect to which appraisal shall have been properly demanded in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration at or after the Effective Time unless and until the holder of such shares withdraws his demand for such appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall withdraw (in accordance with Section 262(k) of the DGCL) his demand for such appraisal or shall become ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, each of such holder’s Dissenting Shares shall cease to be a Dissenting Share and shall be converted into and represent only the right to receive the Merger Consideration. The holders Prior to the Effective Time, the Company shall give Buyer prompt notice and copies of Certificates previously evidencing any demands received by the Company for appraisal of shares of Company Common Stock outstanding and all written or electronic communications between the Company and its representatives, on the one hand, and the dissenting stockholders and their representatives, on the other hand, relating thereto, and Buyer shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not make any payments with respect to, or compromise or settle, any demand for appraisal without the prior written consent of Buyer. (d) Each share of Company Common Stock owned by Buyer or any Subsidiary of Buyer immediately prior to the Effective Time shall cease to have any rights be canceled, and no payment shall be made with respect thereto. (e) For purposes of this Agreement, (i) the word “Subsidiary” when used with respect to any Person means any corporation or other organization, whether incorporated or unincorporated, of which (A) at least fifty percent (50%) of the Company Common Stock except as otherwise provided herein securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by law andany one or more of its Subsidiaries or (B) such Person or any other Subsidiary of such Person is a general partner (excluding partnerships the general partnership interests of which held by such Person or any Subsidiary of such Person do not have a majority of the voting interests in such partnership); and (ii) the word “Person” means an individual, upon a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof, or any affiliate (as that term is defined in the surrender Exchange Act) of Certificates in accordance with the provisions any of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennx.

Conversion of Shares. (a) At the Effective Time, all shares of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of SubPurchaser or any other Person, be converted into and thereafter evidence in the Company or the holders of the Company aggregate 100 Surviving Corporation Common Stock: (a) Subject to the other provisions of this Section 3.2, each Shares. Each share of Company Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares ownedTime, directly or indirectly, by the Company and Dissenting Shares (as defined when converted in accordance with this Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"2.03(a), payable shall no longer be outstanding, shall automatically be canceled and shall cease to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stockexist. (b) All such shares of At the Effective Time, each Company Common StockShare (other than Appraisal Shares, when converted if any, which in each case shall be canceled, and except as provided in Section 3.2(a2.03(d)) shall, by virtue of the Merger and without any action on the part of the holder thereof (any such holder, an “Eligible Holder”), be converted into and thereafter evidence the right to receive, without interest, the Per Share Merger Consideration, as and when payable pursuant to the terms of this Agreement, less any applicable income or employment tax withholding. Each Company Share issued and outstanding immediately prior to the Effective Time, when converted or cancelled in accordance with this Section 2.03(b), shall no longer shall be outstanding and outstanding, shall automatically be canceled and retired and shall cease to exist. (c) After the Effective Time, and each Certificate previously evidencing Eligible Holder who holds certificates formerly representing Company Shares shall have no rights with respect to such certificates or such Company Common Stock shall thereafter represent only Shares, except the right to receive in respect of each such Company Share, without interest, the Per Share Merger Consideration. The holders , as and when payable pursuant to the terms of Certificates previously this Agreement, less any applicable income or employment tax withholding, upon surrender of the certificate(s) evidencing such Company Shares in accordance with Section 2.04 and delivery of a duly executed and completed letter of transmittal. (d) At the Effective Time, each share of Common Stock outstanding held in the treasury of the Company or owned by Purchaser, Merger Sub or any direct or indirect wholly owned Subsidiary of the Company, Purchaser or Merger Sub immediately prior to the Effective Time shall be automatically cancelled and retired and shall cease to have exist without any rights conversion thereof or payment of any consideration with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxthereto.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any action on the part of the holder of any Shares, or any shares of capital stock of Merger Sub, the Company or the holders of the Company Common Stock: : (ai) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to common share of Merger Sub shall be converted into and become one (1) validly issued, fully paid and nonassessable share of common stock, par value $.01 per share, of the Effective Time Surviving Corporation; (excluding shares owned, directly or indirectly, ii) any Shares that are owned by the Company shall be automatically canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor; (iii) any Shares that are owned by Acquiror or Merger Sub (including the Rollover Shares following the closing of the transactions contemplated by the Rollover Agreement) shall be automatically canceled and retired and shall cease to exist and no consideration shall be delivered in exchange therefor; and (iv) each issued and outstanding Share (other than the Rollover Shares, any Shares to be cancelled in accordance with subclauses (ii) or (iii) above and any Dissenting Shares (as defined in Section 3.6Shares) shall be converted automatically into and shall thereafter represent the right to receive a portion of the Offer Price or such higher price, if any, as is paid in Aggregate Merger Consideration equal to the Offer quotient derived by dividing (A) the Aggregate Merger Consideration by (B) the Aggregate Share Count (the "“Per Share Merger Consideration"”), payable without interest to the holder thereof in cash, without any interest thereon, upon surrender and exchange of the Certificate (as defined in Section 3.3) representing such share of Company Common Stockaccordance with this Agreement. (b) All such shares As of Company Common Stockthe Effective Time, when converted as provided each Share (other than the Rollover Shares, any Shares to be cancelled in accordance with Section 3.2(a), 3.01(a)(ii) or Section 3.01(a)(iii) and any Dissenting Shares) shall no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders holder of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time Shares shall cease to have any rights with respect to the Company Common Stock thereto, except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Per Share Merger ConsiderationConsideration therefor, without any interest thereon. Notwithstanding interest, upon delivery of the foregoing, if between the date Letter of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, Transmittal in accordance with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSection 3.03.

Conversion of Shares. (a) At the Effective Time, by virtue of the Merger and without any further action on the part of Parent, Merger Sub, the Company or the holders of any capital stock of Merger Sub or the Company Common StockCompany: (ai) Subject each share of Company Common Stock then held in the treasury of the Company or held by any of its Subsidiaries or by Parent or any of its wholly-owned Subsidiaries immediately prior to the other provisions of this Section 3.2Effective Time shall be cancelled automatically and shall cease to exist, and no consideration shall be delivered in exchange therefor; (ii) except as provided in clause "(i)" above and except for Dissenting Shares, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher price, if any, as is paid in the Offer (the "Merger Consideration"), payable cash an amount equal to the holder thereof in cash$6.40, without any interest thereon, upon surrender and exchange of thereon (the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) "PRICE PER SHARE"). All such shares of Company Common Stock, when Stock that have been so converted as provided in Section 3.2(a), no longer shall be outstanding and shall cancelled automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding certificates which immediately prior to the Effective Time represented those shares (a "COMPANY STOCK CERTIFICATE") shall cease to have any rights with respect to those shares, other than the Company Common Stock except as otherwise provided herein or by law and, right to receive the aggregate Price Per Share relating thereto upon the surrender of their Company Stock Certificates in accordance with Section 1.8; and (iii) each share of the provisions common stock, $0.01 par value per share, of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the Sub then outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividendconverted into and become one validly issued, subdivisionfully paid and nonassessable share of common stock, reclassificationpar value $0.01 per share, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.

Conversion of Shares. At Each share of common stock, par value $0.01 per share, of LifeMinders ("LifeMinders Common Stock") issued and outstanding immediately before the Effective Time (excluding those cancelled pursuant to Section 2.3) and all rights in respect thereof, shall at the Effective Time, by virtue of the Merger and without any action on the part of Subany holder thereof, the Company or the holders of the Company Common Stock: (a) Subject to the other provisions of this Section 3.2, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (excluding shares owned, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into (i) the right to receive the Offer Price or such higher pricecash and/or shares of common stock, par value $0.001 per share, of XMM ("XMM Common Stock") in accordance with Section 2.4 hereof and (ii) a cash payment in lieu of fractional shares, if any, as is paid in the Offer accordance with Section 2.8 hereof (collectively, the "Merger Consideration"); provided, however, that dividends and other distributions of any kind payable to holders of record of XMM Common Stock shall not be paid by XMM in respect of any unsurrendered certificates representing shares of LifeMinders Common Stock (each, an "Old Certificate") until such Old Certificates shall have been surrendered as provided herein. Upon the holder thereof in cash, without any interest thereon, upon subsequent surrender and exchange of such Old Certificates, the Certificate (as defined in Section 3.3) representing such share holder thereof shall be paid, without interest, the amount of Company Common Stock. (b) All such any dividend or other distribution which became payable on or after the Effective Time to holders of record on or after the Effective Time of shares of Company XMM Common Stock, when converted as provided in Section 3.2(a)if the payment date was prior to or on the date of surrender and exchange; if the payment date is subsequent to such surrender and exchange, no longer payment shall be outstanding and shall automatically made on such payment date. No interest will be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have paid or will accrue on any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon cash payable on the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxOld Certificate.

Conversion of Shares. At (a) Subject to Section 1.9 and Article IX hereof, at the Reincorporation Effective Time, by virtue of the Reincorporation Merger and without any action on the part of SubParent, AUTC Delaware or any holder of any class or series of capital stock of Parent ("PARENT CAPITAL STOCK") (i) each share of Parent Preferred Stock (as defined in Section 4.2(a)) issued and outstanding immediately prior to the Company or Reincorporation Effective Time shall convert into shares of Parent Common Stock (as defined in Section 4.2(a)), pursuant to the holders conversion terms of the Company Common Stock: Parent Preferred Stock described in the Reincorporation Agreement, (aii) Subject following the conversion of Parent Preferred Stock pursuant to the other provisions of this Section 3.2(i), each share of Company Parent Common Stock issued and outstanding immediately prior to the Reincorporation Effective Time (excluding shares ownedTime, directly or indirectlyincluding the Parent Escrow Amount, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive the Offer Price or such higher priceone share of common stock, if anypar value $.00001 per share, as is paid in the Offer of AUTC Delaware (the "Merger ConsiderationAUTC DELAWARE COMMON STOCK"), payable (iii) each share of Parent Capital Stock held in the treasury of Parent immediately prior to the holder thereof in cash, without any interest thereon, upon surrender Reincorporation Effective Time shall be cancelled and exchange of the Certificate (as defined in Section 3.3iv) representing such each share of Company AUTC Delaware Common StockStock issued and outstanding immediately prior to the Reincorporation Effective Time shall be cancelled. (b) All such of the shares of Company Parent Common Stock, when Stock converted as provided in into shares of AUTC Delaware Common Stock pursuant to Section 3.2(a), 1.4(a) shall no longer shall be outstanding and shall automatically be canceled and retired cancelled and shall cease to existexist as of the Reincorporation Effective Time, and each Certificate certificate previously evidencing representing any such Company Common Stock shares ("PARENT CERTIFICATE") shall thereafter represent only represent, without the right to receive the Merger Consideration. The holders requirement of Certificates previously evidencing Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance with the provisions of Section 3.3, shall only have the right to receive for their Company Common Stockexchange thereof, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number of shares or a different class of AUTC Delaware Common Stock into which such shares of Parent Common Stock represented by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of sharessuch Parent Certificate have been converted pursuant to Section 1.4(a) (such certificates following the Reincorporation Merger, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennx"AUTC DELAWARE CERTIFICATES").

Conversion of Shares. At the Effective Time, by virtue of the Merger and without any action on the part of Sub, the Company or the holders of the Company Common Stock: (a) Subject to the other provisions of Except as otherwise provided in this Section 3.22.03, each share of Company Common Stock issued and outstanding immediately prior (on an “as converted” basis, with respect to the Company’s outstanding Series A Convertible Preferred Stock) at the Effective Time (excluding shares ownedTime, directly or indirectly, by the Company and Dissenting Shares (as defined in Section 3.6) shall be converted into the right to receive an aggregate of 62,500,000 shares of Parent’s Common Stock (which may include, on an “as converted” basis, a certain number of shares of Parent’s Series A Convertible Preferred Stock (convertible on a share for share basis into Parent Common Stock), at the Offer Price or such higher price, if anyelection of any Company Shareholder who, as is paid a result of receiving shares of Parent’s Common Stock, would own in excess of 4.99% of Parent’s issued and outstanding Common Stock) (collectively, the Offer (the "“Merger Consideration"”), payable to the holder thereof in cash, without any interest thereon, upon surrender and exchange . As of the Certificate (as defined in Section 3.3) representing such share of Company Common Stock. (b) All Effective Time, all such shares of Company Common Stock, when converted as provided in Section 3.2(a), Stock shall no longer shall be outstanding and shall automatically be canceled and retired and shall cease to exist, and each Certificate previously evidencing such Company Common Stock shall thereafter represent only the right to receive the Merger Consideration. The holders Consideration and the right to receive any dividends or distributions pursuant to Section 2.04(f), in each case to be issued or paid in accordance with Section 2.04, without interest. (b) Each share of Certificates previously evidencing Company Common Stock held by the Company as treasury stock or owned by Parent immediately prior to the Effective Time shall be canceled, and no payment shall be made with respect thereto. (c) Each share of Company Stock held by any Subsidiary of either the Company or Parent immediately prior to the Effective Time shall be converted into such number of shares of stock of the Surviving Corporation such that each such Subsidiary owns the same percentage of Surviving Corporation immediately following the Effective Time as such Subsidiary owned in the Company immediately prior to the Effective Time. (d) Each share of common stock of Merger Subsidiary outstanding immediately prior to the Effective Time shall cease to have any rights with respect to be converted into and become one share of common stock of the Company Common Stock except as otherwise provided herein or by law and, upon the surrender of Certificates in accordance Surviving Corporation with the provisions of Section 3.3same rights, powers and privileges as the shares so converted and shall constitute the only have the right to receive for their Company Common Stock, the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, if between the date of this Agreement and the Effective Time the outstanding shares of Company Common Stock shall have been changed into a different number capital stock of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Merger Consideration shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, with the aggregate Merger Consideration payable to each stockholder in such case being rounded to the nearest pennxSurviving Corporation.